**Exhibit 10.21****X-Change Corporation****2007 Stock Incentive Plan****(As Adopted Effective June 21, 2007)**
 
 

 
**TABLE OF CONTENTS**       **Page No.**      ARTICLE 1. INTRODUCTION  1      ARTICLE 2. ADMINISTRATION  1 2.1. Committee Composition  1 2.2. Committee Responsibilities  1 2.3. Committee for Non-Officer Grants  1      ARTICLE 3. SHARES AVAILABLE FOR GRANTS  2 3.1. Basic Limitation  2 3.2. Additional Shares  2      ARTICLE 4. ELIGIBILITY  2 4.1. Nonstatutory Stock Options  2 4.2. Incentive Stock Options  2      ARTICLE 5. OPTIONS  2 5.1. Stock Option Agreement  2 5.2. Number of Shares  2 5.3. Exercise Price  3 5.4. Exercisability and Term  3 5.5. Effect of Change in Control  3 5.6. Modification or Assumption of Options  3 5.7. Buyout Provisions  3      ARTICLE 6. PAYMENT FOR OPTION SHARES  3 6.1. General Rule  3 6.2. Surrender of Stock  4 6.3. Exercise/Sale  4 6.4. Other Forms of Payment  4      ARTICLE 7. AUTO ATIC OPTION GRANTS TO OUTSIDE DIRECTORS  4 7.1. Initial Grants  4 7.2. Annual Grants  4 7.3. Accelerated Exercisability  5 7.4. Exercise Price  5 7.5. Term  5 7.6. Affiliates of Outside Directors  5      ARTICLE 8. PROTECTION AGAINST DILUTION  5 8.1. Adjustments  5 8.2. Dissolution or Liquidation  6 8.3. Reorganizations  6 
 
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       **Page No.**      ARTICLE 9. LIMITATION ON RIGHTS  6 9.1. Retention Rights  6 9.2. Stockholders’ Rights  6 9.3. Regulatory Requirements  6      ARTICLE 10. WITHHOLDING TAXES  7 10.1. General  7 10.2. Share Withholding  7      ARTICLE 11. LIMITATION ON PAYMENTS  7 11.1. Scope of Limitation  7 11.2. Basic Rule  7 11.3. Reduction of Payments  8 11.4. Overpayments and Underpayments  8 11.5. Related Corporations  8      ARTICLE 12. FUTURE OF THE PLAN  9 12.1. Term of the Plan  9 12.2. Amendment or Termination  9      ARTICLE 13. DEFINITIONS  9      ARTICLE 14. EXECUTION  12 
 
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**X-CHANGE CORPORATION****2007 STOCK INCENTIVE PLAN****ARTICLE 1. INTRODUCTION.**The Board adopted the Plan effective as of June 21, 2007. The purpose of the Plan is topromote the long-term success of the Company and the creation of stockholder value by (a)encouraging Employees, Outside Directors, and Consultants to focus on critical long-rangeobjectives, (b) encouraging the attraction and retention of Employees, Outside Directors, andConsultants with exceptional qualifications, and (c) linking Employees, Outside Directors, andConsultants directly to stockholder interests through increased stock ownership. The Plan seeks toachieve this purpose by providing for Awards in the form of Options (which may constitute incentivestock options or nonstatutory stock options).The Plan shall be governed by, and construed in accordance with, the laws of the State ofNevada (except their choice-of-law provisions).**ARTICLE 2. ADMINISTRATION.**2.1. **Committee Composition**. The Committee shall administer the Plan. The Committee shallconsist exclusively of two or more directors of the Company, who shall be appointed by the Board.In addition, the Company shall use its best efforts to ensure the composition of the Committeeshall satisfy:(a) Such requirements as the Securities and Exchange Commission may establishfor administrators acting under plans intended to qualify for exemption under Rule16b-3 (or its successor) under the Exchange Act; and(b) Such requirements as the Internal Revenue Service may establish for outsidedirectors acting under plans intended to qualify for exemption under section162(m)(4)(C) of the Code.2.2. **Committee Responsibilities**. The Committee shall (a) select the Employees, OutsideDirectors, and Consultants who are to receive Awards under the Plan, (b) determine the type,number, vesting requirements, and other features and conditions of such Awards, (c) interpret thePlan, and (d) make all other decisions relating to the operation of the Plan. The Committee mayadopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee’sdeterminations under the Plan shall be final and binding on all persons.2.3. **Committee for Non-Officer Grants**. The Board may also appoint a secondary committee ofthe Board, which shall be composed of one or more directors of the Company who need not satisfy therequirements of Section 2.1. Such secondary committee may administer the Plan with respect toEmployees and Consultants who are not considered officers or directors of the Company under section16 of the ExchangeAct, may grant Awards under the Plan to such Employees and Consultants, and may determine allfeatures and conditions of such Awards. Within the limitations of this Section 2.3, any referencein the Plan to the Committee shall include such secondary committee.*The X-Change Corporation — Confidential*
 
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**ARTICLE 3. SHARES AVAILABLE FOR GRANTS.**3.1. **Basic Limitation**. Common Shares issued pursuant to the Plan may be authorized butunissued shares or treasury shares. The aggregate number of Options and Shares awarded under thePlan shall not exceed 6,000,000 shares plus the additional Common Shares described in Section 3.2.The limitation of this Section 3.1 shall be subject to adjustment pursuant to Article 9.3.2. **Additional Shares**. If Options are forfeited or terminate for any other reason beforebeing exercised, then the corresponding Common Shares shall again become available for the grant ofOptions under the Plan. If Common Shares issued upon the exercise of Options are forfeited, thensuch Common Shares shall again become available for the grant of NSOs under the Plan. The aggregatenumber of Common Shares that may be issued under the Plan upon the exercise of ISOs shall not beincreased when Common Shares are forfeited.**ARTICLE 4. ELIGIBILITY.**4.1. **Nonstatutory Stock Options**. Only Employees, Outside Directors, and Consultants shall beeligible for the grant of NSOs.4.2. **Incentive Stock Options**. Only Employees who are common-law employees of the Company, aParent, or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who ownsmore than 10% of the total combined voting power of all classes of outstanding stock of the Companyor any of its Parents or Subsidiaries shall not be eligible for the grant of an ISO unless therequirements set forth in section 422(c)(5) of the Code are satisfied.**ARTICLE 5. OPTIONS.**5.1. **Stock Option Agreement**. Each grant of an Option under the Plan shall be evidenced by aStock Option Agreement between the Optionee and the Company. Such Option shall be subject to allapplicable terms of the Plan and may be subject to any other terms that are not inconsistent withthe Plan. The provisions of the various Stock Option Agreements entered into under the Plan neednot be identical.5.2. **Number of Shares**. Each Stock Option Agreement shall specify the number of Common Sharessubject to the Option and shall provide for the adjustment of such number in accordance withArticle 9. Options granted to any Optionee in a single fiscal year of the Company shall not covermore than 1,500,000 Common Shares, except that Options granted to a new Employee in the fiscal yearof the Company in which his or her Service first commences shall not cover more than2,000,000 Common Shares. The limitations set forth in the preceding sentence shall be subjectto adjustment in accordance with Article 9.*The X-Change Corporation — Confidential*
 
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5.3. **Exercise Price**. Each Stock Option Agreement shall specify the Exercise Price; providedthat the Exercise Price under an ISO or NSO shall in no event be less than 100% of the Fair MarketValue of a Common Share on the date of grant.5.4. **Exercisability and Term**. Each Stock Option Agreement shall specify the date or eventwhen all or any installment of the Option is to become exercisable. The Stock Option Agreementshall also specify the term of the Option; provided that the term of an ISO shall in no eventexceed 10 years from the date of grant. A Stock Option Agreement may provide for acceleratedexercisability in the event of the Optionee’s death, disability, or retirement, or other events,and may provide for expiration prior to the end of its term in the event of the termination of theOptionee’s Service.5.5. **Effect of Change in Control**. The Committee may determine, at the time of granting anOption or thereafter, that such Option shall become exercisable as to all or part of the CommonShares subject to such Option in the event that a Change in Control occurs with respect to theCompany or in the event that the Optionee is subject to an Involuntary Termination after a Changein Control. However, in the case of an ISO, the acceleration of exercisability shall not occurwithout the Optionee’s written consent. In addition, acceleration of exercisability may be requiredunder Section 9.3.5.6. **Modification or Assumption of Options**. Within the limitations of the Plan, the Committeemay modify, extend or assume outstanding options or may accept the cancellation of outstandingoptions (whether granted by the Company or by another issuer) in return for the grant of newoptions for the same or a different number of shares and at the same or a different exercise price.The foregoing notwithstanding, no modification of an Option shall, without the consent of theOptionee, alter or impair his or her rights or obligations under such Option.5.7. **Buyout Provisions**. The Committee may at any time (a) offer to buy out for a payment incash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cashout an Option previously granted, in either case at such time and based upon such terms andconditions as the Committee shall establish.**ARTICLE 6. PAYMENT FOR OPTION SHARES.**6.1. **General Rule**. The entire Exercise Price of Common Shares issued upon exercise of Optionsshall be payable in cash or cash equivalents at the time when such Common Shares are purchased,except as follows:(a) In the case of an ISO granted under the Plan, payment shall be made onlypursuant to the express provisions of the applicable Stock Option Agreement. TheStock Option Agreement mayspecify that payment may be made in any form(s) described in this Article 6.(b) In the case of an NSO, the Committee may at any time accept payment in anyform(s) described in this Article 6.*The X-Change Corporation — Confidential*
 
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6.2. **Surrender of Stock**. To the extent that this Section 6.2 is applicable, all or any partof the Exercise Price may be paid by surrendering, or attesting to the ownership of, Common Sharesthat are already owned by the Optionee. Such Common Shares shall be valued at their Fair MarketValue on the date when the new Common Shares are purchased under the Plan. The Optionee shall notsurrender, or attest to the ownership of, Common Shares in payment of the Exercise Price if suchaction would cause the Company to recognize compensation expense (or additional compensationexpense) with respect to the Option for financial reporting purposes.6.3. **Exercise/Sale**. To the extent that this Section 6.3 is applicable, all or any part of theExercise Price and any withholding taxes may be paid by delivering (on a form prescribed by theCompany) an irrevocable direction to a securities broker approved by the Company to sell all orpart of the Common Shares being purchased under the Plan and to deliver all or part of the salesproceeds to the Company.6.4. **Other Forms of Payment**. To the extent that this Section 6.4 is applicable, all or anypart of the Exercise Price and any withholding taxes may be paid in any other form that isconsistent with applicable laws, regulations and rules.**ARTICLE 7. AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS.**7.1. **Initial Grants**. If Article 7 of this Plan is separately approved by stockholders, eachOutside Director who first becomes a member of the Board after June 21, 2007 shall receive aone-time grant of an NSO covering 100,000 Common Shares. Such NSO shall be granted on the datewhen such Outside Director first joins the Board and shall become exercisable twelve months fromthe date of grant. An Outside Director who previously was an Employee shall not receive a grantunder this Section 7.1.7.2. **Annual Grants**. Upon the conclusion of each regular annual meeting of the Company’sstockholders held in the year 2007 or thereafter, each Outside Director who will continue servingas a member of the Board thereafter shall receive an NSO covering 50,000 Common Shares, except thatsuch NSO shall not be granted in the calendar year in which the same Outside Director received theNSO described in Section 7.1. NSOs granted under this Section 7.2 shall become exercisable in fullon the first anniversary of the date of grant. An Outside Director who previously was an Employeeshall be eligible to receive grants under this Section 7.2.*The X-Change Corporation — Confidential*
 
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7.3. **Accelerated Exercisability**. All NSOs granted to an Outside Director under this Article 7shall also become exercisable in full in the event that:(a) Such Outside Director’s Service terminates because of death, total andpermanent disability or retirement at or after age 70; or(b) The Company is subject to a Change in Control before such OutsideDirector’s Service terminates.Acceleration of exercisability may also be required by Section 9.3.7.4. **Exercise Price**. The Exercise Price under all NSOs granted to an Outside Director underthis Article 7 shall be equal to 100% of the Fair Market Value of a Common Share on the date ofgrant, payable in one of the forms described in Sections 6.1, 6.2 and 6.3.7.5. **Term**. All NSOs granted to an Outside Director under this Article 7 shall terminate onthe earliest of (a) the 10th anniversary of the date of grant, (b) the date three monthsafter the termination of such Outside Director’s Service for any reason other than death or totaland permanent disability, or (c) the date twelve months after the termination of such OutsideDirector’s Service because of death or total and permanent disability.7.6. **Affiliates of Outside Directors**. The Committee may provide that the NSOs that otherwisewould be granted to an Outside Director under this Article 7 shall instead be granted to anaffiliate of such Outside Director. Such affiliate shall then be deemed to be an Outside Directorfor purposes of the Plan, provided that the Service-related vesting and termination provisionspertaining to the NSOs shall be applied with regard to the Service of the Outside Director.**ARTICLE 8. PROTECTION AGAINST DILUTION.**8.1. **Adjustments**. In the event of a subdivision of the outstanding Common Shares, adeclaration of a dividend payable in Common Shares or a combination or consolidation of theoutstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares,corresponding adjustments shall automatically be made in each of the following:(a) The number of Options available for future Awards under Article 3;(b) The limitations set forth in Section 5.2;(c) The number of Common Shares covered by each outstanding Option; or(d) The Exercise Price under each outstanding Option.*The X-Change Corporation — Confidential*
 
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In the event of a declaration of an extraordinary dividend payable in a form other than CommonShares in an amount that has a material effect on the price of Common Shares, a recapitalization, aspin-off or a similar occurrence, the Committee shall makesuch adjustments as it, in its sole discretion, deems appropriate in one or more of the foregoing.Except as provided in this Article 8, a Participant shall have no rights by reason of any issuanceby the Company of stock of any class or securities convertible into stock of any class, anysubdivision or consolidation of shares of stock of any class, the payment of any stock dividend orany other increase or decrease in the number of shares of stock of any class.8.2. **Dissolution or Liquidation**. To the extent not previously exercised, Options shallterminate immediately prior to the dissolution or liquidation of the Company.8.3. **Reorganizations**. In the event that the Company is a party to a merger or otherreorganization, outstanding Options shall be subject to the agreement of merger or reorganization.Such agreement shall provide for (a) the continuation of the outstanding Awards by the Company, ifthe Company is a surviving corporation, (b) the assumption of the outstanding Awards by thesurviving corporation or its parent or subsidiary, (c) the substitution by the survivingcorporation or its parent or subsidiary of its own awards for the outstanding Awards, (d) fullexercisability or vesting and accelerated expiration of the outstanding Awards or (e) settlement ofthe full value of the outstanding Awards in cash or cash equivalents followed by cancellation ofsuch Awards.**ARTICLE 9. LIMITATION ON RIGHTS.**9.1. **Retention Rights**. Neither the Plan nor any Award granted under the Plan shall be deemedto give any individual a right to remain an Employee, Outside Director, or Consultant. The Companyand its Parents, Subsidiaries and Affiliates reserve the right to terminate the Service of anyEmployee, Outside Director, or Consultant at any time, with or without cause, subject to applicablelaws, the Company’s certificate of incorporation and by-laws and a written employment agreement (ifany).9.2. **Stockholders’ Rights**. A Participant shall have no dividend rights, voting rights orother rights as a stockholder with respect to any Common Shares covered by his or her Award priorto the time when a stock certificate for such Common Shares is issued or, in the case of an Option,the time when he or she becomes entitled to receive such Common Shares by filing a notice ofexercise and paying the Exercise Price. No adjustment shall be made for cash dividends or otherrights for which the record date is prior to such time, except as expressly provided in the Plan.9.3. **Regulatory Requirements**. Any other provision of the Plan notwithstanding, the obligationof the Company to issue Common Shares under the Plan shall be subject to all applicable laws, rulesand regulations and such approval by any regulatory body as may be required. The Company reservesthe right to restrict, in whole or in part, the delivery of Common Shares pursuant to any Awardprior to the satisfaction of all legal requirements relating to the issuance of such Common Shares,to their registration, qualification, or listing, or to an exemption from registration,qualification, or listing.*The X-Change Corporation — Confidential*
 
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**ARTICLE 10. WITHHOLDING TAXES.**10.1. **General**. To the extent required by applicable federal, state, local or foreign law, aParticipant or his or her successor shall make arrangements satisfactory to the Company for thesatisfaction of any withholding tax obligations that arise in connection with the Plan. The Companyshall not be required to issue any Common Shares or make any cash payment under the Plan until suchobligations are satisfied.10.2. **Share Withholding**. To the extent that applicable law subjects a Participant to taxwithholding obligations, the Committee may permit such Participant to satisfy all or part of suchobligations by having the Company withhold all or a portion of any Common Shares that otherwisewould be issued to him or her or by surrendering all or a portion of any Common Shares that he orshe previously acquired. Such Common Shares shall be valued at their Fair Market Value on the datewhen they are withheld or surrendered.**ARTICLE 11. LIMITATION ON PAYMENTS.**11.1. **Scope of Limitation**. This Article 11 shall apply to an Award only if:(a) The independent auditors most recently selected by the Board (the“Auditors”) determine that the after-tax value of such Award to the Participant,taking into account the effect of all federal, state and local income taxes,employment taxes, and excise taxes applicable to the Participant (including theexcise tax under section 4999 of the Code), will be greater after the application ofthis Article 11 than it was before the application of this Article 11; or(b) The Committee, at the time of making an Award under the Plan or at any timethereafter, specifies in writing that such Award shall be subject to this Article 11(regardless of the after-tax value of such Award to the Participant).If this Article 11 applies to an Award, it shall supersede any contrary provision of the Plan or ofany Award granted under the Plan.11.2. **Basic Rule**. In the event that the Auditors determine that any payment or transfer bythe Company under the Plan to or for the benefit of a Participant (a “Payment”) would benondeductible by the Company for federal income tax purposes because of the provisions concerning“excess parachute payments” in section 280G of the Code, then the aggregate present value of allPayments shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Article11, the “Reduced Amount” shall be the amount, expressed as a present value, which maximizes theaggregate present value of the Payments without causing any Payment to be nondeductible by theCompany because of section 280G of the Code.*The X-Change Corporation — Confidential*
 
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11.3. **Reduction of Payments**. If the Auditors determine that any Payment would benondeductible by the Company because of section 280G of the Code, then the Company shall promptlygive the Participant notice to that effect and a copy of the detailed calculation thereof and ofthe Reduced Amount, and the Participant may then elect, in his or her sole discretion, which andhow much of the Payments shall be eliminated or reduced (as long as after such election theaggregate present value of the Payments equals the Reduced Amount) and shall advise the Company inwriting of his or her election within 10 days of receipt of notice. If no such election is made bythe Participant within such 10-day period, then the Company may elect which and how much of thePayments shall be eliminated or reduced (as long as after such election the aggregate present valueof the Payments equals the Reduced Amount) and shall notify the Participant promptly of suchelection. For purposes of this Article 11, present value shall be determined in accordance withsection 280G(d)(4) of the Code. All determinations made by the Auditors under this Article 11 shallbe binding upon the Company and the Participant and shall be made within 60 days of the date when aPayment becomes payable or transferable. As promptly as practicable following such determinationand the elections hereunder, the Company shall pay or transfer to or for the benefit of theParticipant such amounts as are then due to him or her under the Plan and shall promptly pay ortransfer to or for the benefit of the Participant in the future such amounts as become due to himor her under the Plan.11.4. **Overpayments and Underpayments**. As a result of uncertainty in the application ofsection 280G of the Code at the time of an initial determination by the Auditors hereunder, it ispossible that Payments will have been made by the Company which should not have been made (an“Overpayment”) or that additional Payments which will not have been made by the Company could havebeen made (an “Underpayment”), consistent in each case with the calculation of the Reduced Amounthereunder. In the event that the Auditors, based upon the assertion of a deficiency by the InternalRevenue Service against the Company or the Participant which the Auditors believe has a highprobability of success, determine that an Overpayment has been made, such Overpayment shall betreated for all purposes as a loan to the Participant which he or she shall repay to the Company,together with interest at the applicable federal rate provided in section 7872(f)(2) of the Code;provided, however, that no amount shall be payable by the Participant to the Company if and to theextent that such payment would not reduce the amount which is subject to taxation under section4999 of the Code. In the event that the Auditors determine that an Underpayment has occurred, suchUnderpayment shall promptly be paid or transferred by the Company to or for the benefit of theParticipant, together with interest at the applicable federal rate provided in section 7872(f)(2)of the Code.11.5. **Related Corporations**. For purposes of this Article 11, the term “Company” shall includeaffiliated corporations to the extent determined by the Auditors in accordance with section280G(d)(5) of the Code.*The X-Change Corporation — Confidential*
 
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**ARTICLE 12. FUTURE OF THE PLAN.**12.1. **Term of the Plan**. The Plan, as set forth herein, shall become effective on June 22,2007. The Plan shall remain in effect until it is terminated under Section 12.2, except that noISOs shall be granted on or after the 10th anniversary of the date when the Board adopted the Planthat was approved by the Company’s stockholders.12.2. **Amendment or Termination**. The Board may, at any time and for any reason, amend orterminate the Plan. An amendment of the Plan shall be subject to the approval of the Company’sstockholders only to the extent required by applicable laws, regulations, or rules. No Awards shallbe granted under the Plan after the termination thereof. The termination of the Plan, or anyamendment thereof, shall not affect any Award previously granted under the Plan.**ARTICLE 13. DEFINITIONS.**13.1. **“Affiliate”**means any entity other than a Subsidiary, if the Company and/or one or moreSubsidiaries own not less than 50% of such entity.13.2. **“Award”**means any award of an Option under the Plan.13.3. **“Board”**means the Company’s Board of Directors, as constituted from time to time.13.4. **“Cause”**shall mean (a) the unauthorized use or disclosure of the confidentialinformation or trade secrets of the Company, which use or disclosure causes material harm to theCompany, (b) conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws ofthe United States or any State thereof, (c) gross negligence, (d) willful misconduct or (e) afailure to perform assigned duties that continues after the Participant has received written noticeof such failure from the Board. The foregoing, however, shall not be deemed an exclusive list ofall acts or omissions that the Company (or the Parent, Subsidiary, or Affiliate employing theParticipant) may consider as grounds for the discharge of Participant without Cause.13.5. “Change in Control” means:(a) The consummation of a merger or consolidation of the Company with or intoanother entity or any other corporate reorganization, if persons who were notstockholders of the Company immediately prior to such merger, consolidation, orother reorganization own immediately after such merger, consolidation, or otherreorganization 50% or more of the voting power of the outstanding securities of eachof (i) the continuing or surviving entity and (ii) any direct or indirect parentcorporation of such continuing or surviving entity;(b) The sale, transfer, or other disposition of all or substantially all of theCompany’s assets; or*The X-Change Corporation — Confidential*
 
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(c) Any transaction as a result of which any person is the “beneficial owner”(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, ofsecurities of the Company representing at least 50% of the total voting powerrepresented by the Company’s then outstanding voting securities. For purposes ofthis Subsection (c), the term “person” shall have the same meaning as when used insections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee orother fiduciary holding securities under an employee benefit plan of the Company orof a Parent or Subsidiary and (ii) a corporation owned directly or indirectly by thestockholders of the Company in substantially the same proportions as their ownershipof the common stock of the Company.A transaction shall not constitute a Change in Control if its sole purpose is to change the stateof the Company’s incorporation or to create a holding company that will be owned in substantiallythe same proportions by the persons who held the Company’s securities immediately before suchtransaction.13.6. **“Code”**means the Internal Revenue Code of 1986, as amended.13.7. **“Committee”**means a committee of the Board, as described in Article 2.13.8. **“Common Share”**means one share of the common stock of the Company.13.9. **“Company”**means X-Change Corporation, a Nevada corporation.13.10. **“Consultant”**means a consultant or adviser who provides bona fide services to theCompany, a Parent, a Subsidiary, or an Affiliate as an independent contractor. Service as aConsultant shall be considered employment for all purposes of the Plan, except as provided inSection 4.2.13.11. **“Employee”**means a common-law employee of the Company, a Parent, a Subsidiary or anAffiliate.13.12. **“Exchange Act”**means the Securities Exchange Act of 1934, as amended.13.13. **“Exercise Price”**means the amount for which one Common Share may be purchased uponexercise of an Option, as specified in the applicable Stock Option Agreement.13.14. **“Fair Market Value”**means the market price of Common Shares, determined by theCommittee in good faith on such basis as it deems appropriate. Whenever possible, the determinationof Fair Market Value by the Committee shall be based on the prices reported in The Wall StreetJournal Online. Such determination shall be conclusive and binding on all persons.*The X-Change Corporation — Confidential*
 
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13.15. **“Involuntary Termination”**means the termination of the Participant’s Service by reasonof:(a) The involuntary discharge of the Participant by the Company (or the Parent,Subsidiary or Affiliate employing him or her) for reasons other than Cause; or(b) The voluntary resignation of the Participant following (i) a materialadverse change in his or her title, stature, authority or responsibilities with theCompany (or the Parent, Subsidiary or Affiliate employing him or her), (ii) amaterial reduction in his or her base salary or (iii) receipt of notice that his orher principal workplace will be relocated by more than 30 miles.13.16. **“ISO”**means an incentive stock option described in section 422(b) of the Code.13.17. **“NSO”**means a stock option not described in sections 422 or 423 of the Code.13.18. **“Option”**means an ISO or NSO granted under the Plan and entitling the holder topurchase Common Shares.13.19. **“Optionee”**means an individual or estate who holds an Option.13.20. **“Outside Director”**means a member of the Board who is not an Employee. Service as anOutside Director shall be considered employment for all purposes of the Plan, except as provided inSection 4.2.13.21. **“Parent”**means any corporation (other than the Company) in an unbroken chain ofcorporations ending with the Company, if each of the corporations other than the Company owns stockpossessing 50% or more of the total combined voting power of all classes of stock in one of theother corporations in such chain. A corporation that attains the status of a Parent on a date afterthe adoption of the Plan shall be considered a Parent commencing as of such date.13.22. **“Participant”**means an individual or estate that holds an Award.13.23. **“Plan”**means this X-Change Corporation 2007 Stock Incentive Plan, as amended from timeto time.13.24. **“Service”**means service as an Employee, Outside Director, or Consultant.13.25. **“Stock Option Agreement”**means the agreement between the Company and an Optionee thatcontains the terms, conditions, and restrictions pertaining to his or her Option.*The X-Change Corporation — Confidential*
 
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13.26. **“Subsidiary”**means any corporation (other than the Company) in an unbroken chain ofcorporations beginning with the Company, if each of the corporations other than the lastcorporation in the unbroken chain owns stock possessing 50% or more of the total combined votingpower of all classes of stock in one of the other corporations in such chain. A corporation thatattains the status of a Subsidiary on a date after the adoption of the Plan shall be considered aSubsidiary commencing as of such date.**ARTICLE 14. EXECUTION.**To record the adoption of the Plan by the Board on June 21 ,2007, the Company has caused itsduly authorized officer to execute this document in the name of the Company.(Remainder of page intentionally blank.)*The X-Change Corporation — Confidential*
 
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      **X-CHANGE CORPORATION**