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Digi International Inc.
2000 Omnibus Stock Plan
as Amended and Restated as of
September 27, 2006
 (effective as of November 27, 2006, subject to stockholder approval)
 Purpose
 Definitions
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Gender and Number
 Administration and Indemnification
 Administration
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Indemnification
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Shares Available Under the Plan
 *
        
 *
    
    Includes 2,500,000 shares added to the Plan
subject to stockholder approval. 6




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Eligibility
 General Terms of Awards
 Amount of Award
 Term
 Transferability
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Termination of Employment
 Options and Stock Appreciation Rights
 (i)
    
    If a Participants employment or other
relationship with the Company and its Affiliates terminates because of
the Participants death, then any Option or Stock Appreciation Right
that has not expired or been terminated shall become exercisable in
full if the Participants employment or other relationship with the
Company and its Affiliates has been continuous between the date the
Option or Stock Appreciation Right was granted and a date not more than
three months prior to such death, and may be exercised by the
Participants Successor at any time, or from time to time, within one
year after the date of the Participants death.(ii)
    
    If a Participants employment or other
relationship with the Company and its Affiliates terminates because the
Participant is disabled (within the meaning of Section 22(e)(3) of the
Code), then any Option or Stock Appreciation Right that has not expired
or been terminated shall become exercisable in full if the
Participants employment or other relationship with the Company and its
Affiliates has been continuous between the date the Option or Stock
Appreciation Right was granted and the date of such disability, and the
Participant or the Participants Successor may exercise such Option or
Stock Appreciation Right at any time, or from time to time, within one
year after the date of the Participants disability.(iii)
    
    If a Participants employment terminates for
any reason other than death or disability, then any Option or Stock
Appreciation Right that has not expired or been terminated shall remain
exercisable for three months after termination of the Participants
employment, but, unless
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otherwise provided in the Agreement, only to
the extent that such Option or Stock Appreciation Right was exercisable
immediately prior to such Participants termination of employment;
provided, however, that if the Participant is an Outside Director, the
Option or Stock Appreciation Right shall remain exercisable until the
expiration of the Term after such Outside Director ceases to be a
director of the Company but, unless otherwise provided in the
Agreement, only to the extent that such Option or Stock Appreciation
Right was exercisable immediately prior to such Outside Director
ceasing to be a director.(iv)
    
    Notwithstanding the foregoing Plan Sections
6.4(a)(i), (ii) and (iii), in no event shall an Option or a Stock
Appreciation Right be exercisable after the expiration of the Term of
such Award. Any
Option or Stock Appreciation Right that is not exercised within the
periods set forth in Plan Sections 6.4 (i), (ii) and (iii), except as
otherwise provided by the Committee in the Agreement, shall terminate
as of the end of the periods described in such Sections.
 Performance Units
 Restricted Stock Awards
 Rights as Stockholder
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Restricted Stock Awards
     **
 Other Awards
 
 **
    
    Changed from 100,000, subject to stockholder
approval. 10




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Stock Options
 Terms of All Options
    Incentive Stock Options
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Stock Appreciation Rights
 Performance Units
 Initial Award
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Acceleration and Adjustment
 Effective Date and Duration of the Plan
 Effective Date
 Duration of the Plan ***
 Plan Does Not Affect Employment Status
  
 ***
    
    Changed from November 6, 2010, subject to
stockholder approval. 13




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Tax Withholding
 Amendment, Modification and Termination of the Plan
   Adjustment for Changes in Capitalization
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Fundamental Change
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Prohibition on Repricing
 Forfeitures
 Corporate Mergers, Acquisitions, Etc
 Unfunded Plan
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Limits of Liability
   Compliance with Applicable Legal Requirements
 Deferrals and Settlements
 Other Benefit and Compensation Programs
 Beneficiary Upon Participants Death
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Requirements of Law
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