Blueprint





  Exhibit 10.1







 


RumbleON,
INC.



2017 STOCK INCENTIVE PLAN


1. ESTABLISHMENT,
EFFECTIVE DATE AND TERM


RumbleON, Inc., a
Nevada corporation, hereby establishes the RumbleON, Inc. 2017
Stock Incentive Plan. The Effective Date of the Plan shall be the
later of: (i) the date the Plan was approved by the Board, and (ii)
the date the Plan was approved by stockholders of Company in
accordance with the laws of the State of Nevada. Unless earlier
terminated pursuant to Section 14(k) hereof, the Plan shall
terminate on the tenth anniversary of the Effective Date.
Capitalized terms used herein are defined in Annex A attached
hereto.


2. PURPOSE


The
purpose of the Plan is to enable the Company to attract, retain,
reward, and motivate Eligible Individuals by providing them with an
opportunity to acquire or increase a proprietary interest in the
Company and to incentivize them to expend maximum effort for the
growth and success of the Company, so as to strengthen the
mutuality of the interests between the Eligible Individuals and the
stockholders of the Company.


3. ELIGIBILITY


Awards
may be granted under the Plan to any Eligible Individual, as
determined by the Committee from time to time, on the basis of
their importance to the business of the Company, pursuant to the
terms of the Plan.


4. ADMINISTRATION


(a) Committee.
The Plan shall be administered by the Committee, which shall have
the full power and authority to take all actions, and to make all
determinations not inconsistent with the specific terms and
provisions of the Plan and deemed by the Committee to be necessary
or appropriate to the administration of the Plan, any Award granted
or any Award Agreement entered into hereunder. The Committee may
correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Award Agreement in the manner
and to the extent it shall deem expedient to carry the Plan into
effect as it may determine in its sole discretion. The decisions by
the Committee shall be final, conclusive, and binding with respect
to the interpretation and administration of the Plan, any Award, or
any Award Agreement entered into under the Plan.


(b) Delegation to Officers or
Employees. The
Committee may designate officers or employees of the Company to
assist the Committee in the administration of the Plan. The
Committee may delegate authority to officers or employees of the
Company to grant Awards and execute Award Agreements or other
documents on behalf of the Committee in connection with the
administration of the Plan, subject to whatever limitations or
restrictions the Committee may impose and in accordance with
applicable law.



 







 






(c) Designation of
Advisors. The
Committee may designate professional advisors to assist the
Committee in the administration of the Plan. The Committee may
employ such legal counsel, consultants, and agents as it may deem
desirable for the administration of the Plan and may rely upon any
advice and any computation received from any such counsel,
consultant, or agent. The Company shall pay all expenses and costs
incurred by the Committee for the engagement of any such counsel,
consultant, or agent.


(d) Participants Outside the
U.S. In order to
conform with the provisions of local laws and regulations of
foreign countries which may affect the Awards or the Participants,
the Committee shall have the sole discretion to (i) modify the
terms and conditions of the Awards granted under the Plan to
Eligible Individuals located outside the United States; (ii)
establish subplans with such modifications as may be necessary or
advisable under the circumstances present by local laws and
regulations; and (iii) take any action which it deems advisable to
comply with or otherwise reflect any necessary governmental
regulatory procedures, or to obtain any exemptions or approvals
necessary with respect to the Plan or any subplan established
hereunder.


(e) Liability and
Indemnification. No
Covered Individual shall be liable for any action or determination
made in good faith with respect to the Plan, any Award granted
hereunder or any Award Agreement entered into hereunder. The
Company shall, to the maximum extent permitted by applicable law
and the Articles of Incorporation and Bylaws of the Company,
indemnify and hold harmless each Covered Individual against any
cost or expense (including reasonable attorney fees reasonably
acceptable to the Company) or liability (including any amount paid
in settlement of a claim with the approval of the Company), and
amounts advanced to such Covered Individual necessary to pay the
foregoing at the earliest time and to the fullest extent permitted,
arising out of any act or omission to act in connection with the
Plan, any Award granted hereunder or any Award Agreement entered
into hereunder. Such indemnification shall be in addition to any
rights of indemnification such individuals may have under other
agreements, applicable law or under the Articles of Incorporation
or Bylaws of the Company. Notwithstanding anything else herein,
this indemnification will not apply to the actions or
determinations made by a Covered Individual with regard to Awards
granted to such Covered Individual under the Plan or arising out of
such Covered Individual’s own fraud or bad
faith.


5. SHARES
OF COMMON STOCK SUBJECT TO PLAN


(a) Shares
Available for Awards. The Common Stock that may be issued
pursuant to Awards granted under the Plan shall be treasury shares
or authorized but unissued shares of the Common Stock. The maximum
number of shares of Common Stock that may be issued pursuant to
Awards granted under the Plan shall be twelve percent (12%) of all
issued and outstanding Common Stock from time to time.


(b) Certain Limitations on Specific Types
of Awards. The
granting of Awards under this Plan shall be subject to the
following limitations:



 

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(i) With respect to the
shares of Common Stock issuable pursuant to this Section, a maximum
of 768,000 of such shares may be subject to grants of Incentive
Stock Options;


(ii) With
respect to the shares of Common Stock issuable pursuant to this
Section, a maximum of 768,000 of such shares may be subject to
grants of Options or Stock Appreciation Rights to any one Covered
Employee during any one fiscal year;


(iii) With
respect to the shares of Common Stock issuable pursuant to this
Section, a maximum of 768,000 of such shares may be subject to
grants of Performance Shares, Restricted Stock, Restricted Stock
Units and Awards of Common Stock to any one Covered Employee during
any one fiscal year; and


(iv) The
maximum value at Grant Date of grants of Performance Units which
may be granted to any one Covered Employee during any one fiscal
year shall be One Million Dollars ($1,000,000).


(c) Reduction of Shares Available for
Awards. Upon the
granting of an Award, the number of shares of Common Stock
available for issuance under this Section for the granting of
further Awards shall be reduced as follows:


(i) In connection with
the granting of an Option or Stock Appreciation Right, the number
of shares of Common Stock shall be reduced by the number of shares
of Common Stock subject to the Option or Stock Appreciation
Right;


(ii) In
connection with the granting of an Award that is settled in Common
Stock, other than the granting of an Option or Stock Appreciation
Right, the number of shares of Common Stock shall be reduced by the
number of shares of Common Stock subject to the Award;
and


(iii) Awards
settled in cash or property other than Common Stock shall not count
against the total number of shares of Common Stock available to be
granted pursuant to the Plan.


(d) Cancelled, Forfeited, or Surrendered
Awards.
Notwithstanding anything to the contrary in this Plan, if any award
under this Plan is cancelled, forfeited or terminated for any
reason prior to exercise, delivery or becoming vested in full, the
shares of Common Stock that were subject to such Award shall, to
the extent cancelled, forfeited or terminated, immediately become
available for future Awards granted under this Plan; provided,
however, that any shares of Common Stock subject to an Award which
is cancelled, forfeited or terminated in order to pay the exercise
price of a stock option, purchase price or any taxes or tax
withholdings on an award shall not be available for future Awards
granted under this Plan.


(e) Recapitalization. If the outstanding shares of Common
Stock are increased or decreased or changed into or exchanged for a
different number or kind of shares or other securities by reason of
any recapitalization, reclassification, reorganization, stock
split, reverse split, combination of shares, exchange of shares,
stock dividend or other distribution payable in capital stock of
the Company or other increase or decrease in such shares effected
without receipt of consideration by the Company occurring after the
Effective Date, an appropriate and proportionate adjustment shall
be made by the Committee to: (i) the aggregate number and kind of
shares of Common Stock available under the Plan (including, but not
limited to, the limits of the number of shares of Common Stock
described in Section 5(b)), (ii) the calculation of the reduction
of shares of Common Stock available under the Plan, (iii) the
number and kind of shares of Common Stock issuable pursuant to
outstanding Awards granted under the Plan and/or (iv) the Exercise
Price of outstanding Options or Stock Appreciation Rights granted
under the Plan. No fractional shares of Common Stock or units of
other securities shall be issued pursuant to any such adjustment
under this Section 5(e), and any fractions resulting from any such
adjustment shall be eliminated in each case by rounding downward to
the nearest whole share or unit. Any adjustments made under this
Section 5(e) with respect to any Incentive Stock Options must be
made in accordance with Code Section 424.



 

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6. RESTRICTED
STOCK AND RESTRICTED STOCK UNITS


(a) Grant
of Restricted Stock and Restricted Stock Units. Subject to the terms and conditions
of the Plan, the Committee may grant to such Eligible Individuals
as the Committee may determine, Restricted Stock or Restricted
Stock Units, in such amounts and on such terms and conditions as
the Committee shall determine in its sole and absolute discretion.
Each grant of Restricted Stock and Restricted Stock Units shall
satisfy the requirements as set forth in this Section.


(b) Restrictions. The Committee shall impose such
restrictions on any Restricted Stock or Restricted Stock Unit
granted pursuant to the Plan as it may deem advisable including,
without limitation, time-based vesting restrictions or the
attainment of Performance Goals. The determination with respect to
achievement of Performance Goals shall be made pursuant to Section
9 hereof.


(c) Certificates and Certificate
Legend. With respect
to a grant of Restricted Stock, the Company may issue a certificate
evidencing such Restricted Stock to the Participant or issue and
hold such shares of Restricted Stock for the benefit of the
Participant until the applicable restrictions expire. The Company
may legend the certificate representing Restricted Stock to give
appropriate notice of such restrictions. In addition to any such
legends, each certificate representing shares of Restricted Stock
granted pursuant to the Plan shall bear the following
legend:


“Shares of
stock represented by this certificate are subject to certain terms,
conditions, and restrictions on transfer as set forth in the
RumbleON, Inc. 2017 Stock Incentive Plan (the “Plan”),
and in an agreement entered into by and between the registered
owner of such shares and RumbleON, Inc. (the
“Company”), dated ___, 20__ (the “Award
Agreement”). A copy of the Plan and the Award Agreement may
be obtained from the Secretary of the Company.”


(d) Removal of
Restrictions. Except
as otherwise provided in the Plan, shares of Restricted Stock shall
become freely transferable by the Participant upon the lapse of the
applicable restrictions. Once the shares of Restricted Stock are
released from the restrictions, the Participant shall be entitled
to have the legend required by paragraph (c) above removed from the
share certificate evidencing such Restricted Stock and the Company
shall pay or distribute to the Participant all dividends and
distributions held in escrow by the Company with respect to such
Restricted Stock, if any.



 

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(e) Stockholder Rights. Unless otherwise provided in an Award
Agreement, until the expiration of all applicable restrictions, (i)
the Restricted Stock shall be treated as outstanding, (ii) the
Participant holding shares of Restricted Stock may exercise full
voting rights with respect to such shares, and (iii) the
Participant holding shares of Restricted Stock shall be entitled to
receive all dividends and other distributions paid with respect to
such shares while they are so held. If any such dividends or
distributions are paid in shares of Common Stock, such shares shall
be subject to the same restrictions on transferability and
forfeitability as the shares of Restricted Stock with respect to
which they were paid. Notwithstanding anything to the contrary, at
the discretion of the Committee, all such dividends and
distributions may be held in escrow by the Company (subject to the
same restrictions on forfeitability) until all restrictions on the
respective Restricted Stock have lapsed. Holders of the Restricted
Stock Units shall not have any of the rights of a stockholder,
including the right to vote or receive dividends and other
distributions, until Common Stock shall have been issued in the
Participant’s name pursuant to the Restricted Stock
Units.


(f) Termination of
Service. Unless
otherwise provided in an Award Agreement, if a Participant’s
employment or other service with the Company terminates for any
reason, all unvested shares of Restricted Stock and Restricted
Stock Units held by the Participant and any dividends or
distributions held in escrow by the Company with respect to
Restricted Stock shall be forfeited immediately and returned to the
Company. Notwithstanding this paragraph, to the extent applicable,
all grants of Restricted Stock and Restricted Stock Units that vest
solely upon the attainment of Performance Goals shall be treated
pursuant to the terms and conditions that would have been
applicable under Section 9
as if such grants were Awards of Performance Shares.
Notwithstanding anything in this Plan to the contrary, the
Committee may provide, in its sole and absolute discretion, that
following the termination of employment or other service of a
Participant with the Company for any reason, any unvested shares of
Restricted Stock or Restricted Stock Units held by the Participant
that vest solely upon a future service requirement shall vest in
whole or in part, at any time subsequent to such termination of
employment or other service.


(g) Payment of Common Stock with respect
to Restricted Stock Units. Notwithstanding anything to the
contrary herein, unless otherwise provided in the Award agreement,
Common Stock will be issued with respect to Restricted Stock Units
no later than March 15 of the year immediately following the year
in which the Restricted Stock Units are first no longer subject to
a substantial risk of forfeiture as such term is defined in Section
409A of the Code and the regulations issued thereunder (“RSU
Payment Date”). In the event that Participant has elected to
defer the receipt of Common Stock pursuant to an Award Agreement
beyond the RSU Payment Date, then 
the Common Stock will be issued at the time
specified in the Award Agreement or related deferral election form.
In addition, unless otherwise provided in the Award Agreement, if
the receipt of Common Stock is deferred past the RSU Payment Date,
Dividend Equivalents on the Common Stock covered by Restricted
Stock Units shall be deferred until the RSU Payment
Date.



 

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7. OPTIONS


(a) Grant
of Options. Subject
to the terms and conditions of the Plan, the Committee may grant to
such Eligible Individuals as the Committee may determine, Options
to purchase such number of shares of Common Stock and on such terms
and conditions as the Committee shall determine in its sole and
absolute discretion. Each grant of an Option shall satisfy the
requirements set forth in this Section.


(b) Type of Options. Each Option granted under the Plan
may be designated by the Committee, in its sole discretion, as
either (i) an Incentive Stock Option, or (ii) a Non-Qualified Stock
Option. Options designated as Incentive Stock Options that fail to
continue to meet the requirements of Code Section 422 shall be
re-designated as Non-Qualified Stock Options automatically on the
date of such failure to continue to meet such requirements without
further action by the Committee. In the absence of any designation,
Options granted under the Plan will be deemed to be Non-Qualified
Stock Options.


(c) Exercise Price. Subject to the limitations set forth
in the Plan relating to Incentive Stock Options, the Exercise Price
of an Option shall be fixed by the Committee and stated in the
respective Award Agreement, provided that the Exercise Price of the
shares of Common Stock subject to such Option may not be less than
Fair Market Value of such Common Stock on the Grant Date, or if
greater, the par value of the Common Stock.


(d) Limitation on
Repricing. Unless
such action is approved by the Company’s stockholders in
accordance with applicable law: (i) no outstanding Option granted
under the Plan may be amended to provide an Exercise Price that is
lower than the then-current Exercise Price of such outstanding
Option (other than adjustments to the Exercise Price pursuant to
Sections 5(e) and 11); (ii) the Committee may not cancel any
outstanding Option and grant in substitution therefore new Awards
under the Plan covering the same or a different number of shares of
Common Stock and having an Exercise Price lower than the
then-current Exercise Price of the cancelled Option (other than
adjustments to the Exercise Price pursuant to Sections 5(e) and
11); and (iii) the Committee may not authorize the repurchase of an
outstanding Option which has an Exercise Price that is higher than
the then-current fair market value of the Common Stock (other than
adjustments to the Exercise Price pursuant to Sections 5(e) and
11).


(e) Limitation on Option
Period. Subject to
the limitations set forth in the Plan relating to Incentive Stock
Options, Options granted under the Plan and all rights to purchase
Common Stock thereunder shall terminate no later than the tenth
anniversary of the Grant Date of such Options, or on such earlier
date as may be stated in the Award Agreement relating to such
Option. In the case of Options expiring prior to the tenth
anniversary of the Grant Date, the Committee may in its discretion,
at any time prior to the expiration or termination of said Options,
extend the term of any such Options for such additional period as
it may determine, but in no event beyond the tenth anniversary of
the Grant Date thereof.


(f) Limitations on Incentive Stock
Options.
Notwithstanding any other provisions of the Plan, the following
provisions shall apply with respect to Incentive Stock Options
granted pursuant to the Plan.



 

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(i) Limitation on Grants. Incentive
Stock Options may only be granted to Section 424 Employees. The
aggregate Fair Market Value (determined at the time such Incentive
Stock Option is granted) of the shares of Common Stock for which
any individual may have Incentive Stock Options which first become
vested and exercisable in any calendar year (under all incentive
stock option plans of the Company) shall not exceed $100,000.
Options granted to such individual in excess of the $100,000
limitation, and any Options issued subsequently which first become
vested and exercisable in the same calendar year, shall
automatically be treated as Non-Qualified Stock
Options.


(ii) Minimum
Exercise Price. In no event may the Exercise Price of a
share of Common Stock subject an Incentive Stock Option be less
than 100% of the Fair Market Value of such share of Common Stock on
the Grant Date.


(iii) Ten
Percent Stockholder. Notwithstanding any other provision of
the Plan to the contrary, in the case of Incentive Stock Options
granted to a Section 424 Employee who, at the time the Option is
granted, owns (after application of the rules set forth in Code
Section 424(d)) stock possessing more than ten percent of the total
combined voting power of all classes of stock of the Company, such
Incentive Stock Options (i) must have an Exercise Price per share
of Common Stock that is at least 110% of the Fair Market Value as
of the Grant Date of a share of Common Stock, and (ii) must not be
exercisable after the fifth anniversary of the Grant
Date.


(g) Vesting Schedule and
Conditions. No
Options may be exercised prior to the satisfaction of the
conditions and vesting schedule provided for in the Plan and in the
Award Agreement relating thereto.


(h) Exercise. When the conditions to the exercise
of an Option have been satisfied, the Participant may exercise the
Option only in accordance with the following provisions. The
Participant shall deliver to the Company a written notice stating
that the Participant is exercising the Option and specifying the
number of shares of Common Stock which are to be purchased pursuant
to the Option, and such notice shall be accompanied by payment in
full of the Exercise Price of the shares for which the Option is
being exercised, by one or more of the methods provided for in the
Plan. An attempt to exercise any Option granted hereunder other
than as set forth in the Plan shall be invalid and of no force and
effect.


(i) Payment. Payment of the
Exercise Price for the shares of Common Stock purchased pursuant to
the exercise of an Option shall be made by one of the following
methods:


(i) by cash, certified
or cashier’s check, bank draft or money order;


(ii) through
the delivery to the Company of shares of Common Stock which have
been previously owned by the Participant for the requisite period
necessary to avoid a charge to the Company’s earnings for
financial reporting purposes; such shares shall be valued, for
purposes of determining the extent to which the Exercise Price has
been paid thereby, at their Fair Market Value on the date of
exercise; without limiting the foregoing, the Committee may require
the Participant to furnish an opinion of counsel acceptable to the
Committee to the effect that such delivery would not result in the
Company incurring any liability under Section 16(b) of the Exchange
Act; or



 

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(iii) by
any other method which the Committee, in its sole and absolute
discretion and to the extent permitted by applicable law, may
permit, including, but not limited to through a “cashless
exercise sale and remittance procedure” pursuant to which the
Participant shall concurrently provide irrevocable instructions (1)
to a brokerage firm approved by the Committee to effect the
immediate sale of the purchased shares and remit to the Company,
out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate Exercise Price payable for
the purchased shares plus all applicable federal, state and local
income, employment, excise, foreign and other taxes required to be
withheld by the Company by reason of such exercise and (2) to the
Company to deliver the certificates for the purchased shares
directly to such brokerage firm in order to complete the
sale.


(j) Termination of
Employment. Unless
otherwise provided in an Award Agreement, upon the termination of
the employment or other service of a Participant with Company for
any reason, all of the Participant’s outstanding Options
(whether vested or unvested) shall be subject to the rules of this
paragraph. Upon such termination, the Participant’s unvested
Options shall expire. Notwithstanding anything in this Plan to the
contrary, the Committee may provide, in its sole and absolute
discretion, that following the termination of employment or other
service of a Participant with the Company for any reason (i) any
unvested Options held by the Participant shall vest in whole or in
part, at any time subsequent to such termination of employment or
other service, and/or (ii) a Participant or the Participant’s
estate, devisee or heir at law (whichever is applicable), may
exercise an Option, in whole or in part, at any time subsequent to
such termination of employment or other service and prior to the
termination of the Option pursuant to its terms that are unrelated
to termination of service. Unless otherwise determined by the
Committee, temporary absence from employment or other service
because of illness, vacation, approved leaves of absence or
military service shall not constitute a termination of employment
or other service.


(i) Termination for Reason Other Than
Cause, Disability or Death. If a Participant’s
termination of employment or other service is for any reason other
than death, Disability, Cause or a voluntary termination within
ninety (90) days after occurrence of an event which would be
grounds for termination of employment or other service by the
Company for Cause, any Option held by such Participant may be
exercised, to the extent exercisable at termination, by the
Participant at any time within a period not to exceed ninety (90)
days from the date of such termination, but in no event after the
termination of the Option pursuant to its terms that are unrelated
to termination of service.


(ii) Disability.
If a Participant’s termination of employment or other service
with the Company is by reason of a Disability of such Participant,
any Option held by such Participant may be exercised, to the extent
exercisable at termination, by the Participant at any time within a
period not to exceed one (1) year after such termination, but in no
event after the termination of the Option pursuant to its terms
that are unrelated to termination of service; provided, however,
that if the Participant dies within such period, any vested Option
held by such Participant upon death shall be exercisable by the
Participant’s estate, devisee or heir at law (whichever is
applicable) for a period not to exceed one (1) year after the
Participant’s death, but in no event after the termination of
the Option pursuant to its terms that are unrelated to termination
of service.



 

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(iii) Death.
If a Participant dies while in the employment or other service of
the Company, any Option held by such Participant may be exercised,
to the extent exercisable at termination, by the
Participant’s estate or the devisee named in the
Participant’s valid last will and testament or the
Participant’s heir at law who inherits the Option, at any
time within a period not to exceed one (1) year after the date of
such Participant’s death, but in no event after the
termination of the Option pursuant to its terms that are unrelated
to termination of service.


(iv) Termination
for Cause. In the event the termination is for Cause or is a
voluntary termination within ninety (90) days after occurrence of
an event which would be grounds for termination of employment or
other service by the Company for Cause (without regard to any
notice or cure period requirement), any Option held by the
Participant at the time of such termination shall be deemed to have
terminated and expired upon the date of such
termination.


8. STOCK
APPRECIATION RIGHTS


(a) Grant
of Stock Appreciation Rights. Subject to the terms and conditions
of the Plan, the Committee may grant to such Eligible Individuals
as the Committee may determine, Stock Appreciation Rights, in such
amounts and on such terms and conditions as the Committee shall
determine in its sole and absolute discretion. Each grant of a
Stock Appreciation Right shall satisfy the requirements as set
forth in this Section.


(b) Terms and Conditions of Stock
Appreciation Rights.
Unless otherwise provided in an Award Agreement, the terms and
conditions (including, without limitation, the limitations on the
Exercise Price, exercise period, repricing and termination) of the
Stock Appreciation Right shall be substantially identical (to the
extent possible taking into account the differences related to the
character of the Stock Appreciation Right) to the terms and
conditions that would have been applicable under Section 7 above
were the grant of the Stock Appreciation Rights a grant of an
Option.


(c) Exercise of Stock Appreciation
Rights. Stock
Appreciation Rights shall be exercised by a Participant only by
written notice delivered to the Company, specifying the number of
shares of Common Stock with respect to which the Stock Appreciation
Right is being exercised.


(d) Payment of Stock Appreciation
Right. Unless
otherwise provided in an Award Agreement, upon exercise of a Stock
Appreciation Right, the Participant or Participant’s estate,
devisee or heir at law (whichever is applicable) shall be entitled
to receive payment, in cash, in shares of Common Stock, or in a
combination thereof, as determined by the Committee in its sole and
absolute discretion. The amount of such payment shall be determined
by multiplying the excess, if any, of the Fair Market Value of a
share of Common Stock on the date of exercise over the Fair Market
Value of a share of Common Stock on the Grant Date, by the number
of shares of Common Stock with respect to which the Stock
Appreciation Rights are then being exercised. Notwithstanding the
foregoing, the Committee may limit in any manner the amount payable
with respect to a Stock Appreciation Right by including such
limitation in the Award Agreement.



 

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9. PERFORMANCE
SHARES AND PERFORMANCE UNITS


(a) Grant
of Performance Shares and Performance Units. Subject to the terms and conditions
of the Plan, the Committee may grant to such Eligible Individuals
as the Committee may determine, Performance Shares and Performance
Units, in such amounts and on such terms and conditions as the
Committee shall determine in its sole and absolute discretion. Each
grant of a Performance Share or a Performance Unit shall satisfy
the requirements as set forth in this Section.


(b) Performance Goals. Performance Goals will be based on
one or more of the following criteria, as determined by the
Committee in its absolute and sole discretion: (i) the attainment
of certain target levels of, or a specified increase in, the
Company’s enterprise value or value creation targets; (ii)
the attainment of certain target levels of, or a percentage
increase in, the Company’s after-tax or pre-tax profits
including, without limitation, that attributable to the
Company’s continuing and/or other operations; (iii) the
attainment of certain target levels of, or a specified increase
relating to, the Company’s operational cash flow or working
capital, or a component thereof; (iv) the attainment of certain
target levels of, or a specified decrease relating to, the
Company’s operational costs, or a component thereof; (v) the
attainment of a certain level of reduction of, or other specified
objectives with regard to limiting the level of increase in all or
a portion of bank debt or other of the Company’s long-term or
short-term public or private debt or other similar financial
obligations of the Company, which may be calculated net of cash
balances and/or other offsets and adjustments as may be established
by the Committee; (vi) the attainment of a specified percentage
increase in earnings per share or earnings per share from the
Company’s continuing operations; (vii) the attainment of
certain target levels of, or a specified percentage increase in,
the Company’s net sales, revenues, net income or earnings
before income tax or other exclusions; (viii) the attainment of
certain target levels of, or a specified increase in, the
Company’s return on capital employed or return on invested
capital; (ix) the attainment of certain target levels of, or a
percentage increase in, the Company’s after-tax or pre-tax
return on stockholder equity; (x) the attainment of certain target
levels in the fair market value of the Company’s Common
Stock; (xi) the growth in the value of an investment in the Common
Stock assuming the reinvestment of dividends; and/or (xii) the
attainment of certain target levels of, or a specified increase in,
EBITDA (earnings before income tax, depreciation and amortization).
In addition, Performance Goals may be based upon the attainment by
a subsidiary, division or other operational unit of the Company of
specified levels of performance under one or more of the measures
described above. Further, the Performance Goals may be based upon
the attainment by the Company (or a subsidiary, division, facility
or other operational unit of the Company) of specified levels of
performance under one or more of the foregoing measures relative to
the performance of other corporations. To the extent permitted
under Code Section 162(m) of the Code (including, without
limitation, compliance with any requirements for stockholder
approval), the Committee may, in its sole and absolute discretion:
(i) designate additional business criteria upon which the
Performance Goals may be based; (ii) modify, amend or adjust the
business criteria described herein; or (iii) incorporate in the
Performance Goals provisions regarding changes in accounting
methods, corporate transactions (including, without limitation,
dispositions or acquisitions) and similar events or circumstances.
Performance Goals may include a threshold level of performance
below which no Award will be earned, levels of performance at which
an Award will become partially earned and a level at which an Award
will be fully earned.



 

10







 






(c) Terms and Conditions of Performance
Shares and Performance Units. The applicable Award Agreement shall
set forth (i) the number of Performance Shares or the dollar value
of Performance Units granted to the Participant; (ii) the
Performance Period and Performance Goals with respect to each such
Award; (iii) the threshold, target and maximum shares of Common
Stock or dollar values of each Performance Share or Performance
Unit and corresponding Performance Goals; and (iv) any other terms
and conditions as the Committee determines in its sole and absolute
discretion. The Committee shall establish, in its sole and absolute
discretion, the Performance Goals for the applicable Performance
Period for each Performance Share or Performance Unit granted
hereunder. Performance Goals for different Participants and for
different grants of Performance Shares and Performance Units need
not be identical. Unless otherwise provided in an Award Agreement,
a holder of Performance Units or Performance Shares is not entitled
to the rights of a holder of Common Stock.


(d) Determination and Payment of
Performance Units or Performance Shares Earned. Following the end of a Performance
Period, the Committee shall determine the extent to which
Performance Shares or Performance Units have been earned on the
basis of the Company’s actual performance in relation to the
established Performance Goals as set forth in the applicable Award
Agreement and shall certify these results in writing. Unless
otherwise provided in an Award Agreement, the Committee shall
determine in its sole and absolute discretion whether payment with
respect to the Performance Share or Performance Unit shall be made
in cash, in shares of Common Stock, or in a combination
thereof.


(e) Termination of
Employment. Unless
otherwise provided in an Award Agreement, if a Participant’s
employment or other service with the Company terminates for any
reason, all of the Participant’s outstanding Performance
Shares and Performance Units shall be subject to the rules of this
Section.


(i) Termination for Reason Other Than
Death or Disability. If a Participant’s employment or
other service with the Company terminates prior to the expiration
of a Performance Period with respect to any Performance Units or
Performance Shares held by such Participant for any reason other
than death or Disability, the outstanding Performance Units or
Performance Shares held by such Participant for which the
Performance Period has not yet expired shall terminate upon such
termination of employment or other service with the Company and the
Participant shall have no further rights pursuant to such
Performance Units or Performance Shares.


(ii) Termination
of Employment for Death or Disability. If a
Participant’s employment or other service with the Company
terminates by reason of the Participant’s death or Disability
prior to the end of a Performance Period, the Participant, or the
Participant’s estate, devisee or heir at law (whichever is
applicable) shall be entitled to a payment of the
Participant’s outstanding Performance Units and Performance
Shares, pursuant to the terms of the Plan and the
Participant’s Award Agreement; provided, however, that the
Participant shall be deemed to have earned only that proportion (to
the nearest whole unit or share) of the Performance Units or
Performance Shares granted to the Participant under such Award as
the number of full months of the Performance Period which have
elapsed since the first day of the Performance Period for which the
Award was granted to the end of the month in which the
Participant’s termination of employment or other service,
bears to the total number of months in the Performance Period,
subject to the attainment of the Performance Goals associated with
the Award as certified by the Committee. The remaining Performance
Units or Performance Shares and any rights with respect thereto
shall be canceled and forfeited.



 

11







 






10. OTHER
AWARDS


Awards
of shares of Common Stock, phantom stock and other Awards that are
valued in whole or in part by reference to, or otherwise based on,
Common Stock, may also be made, from time to time, to Eligible
Individuals as may be selected by the Committee. Such Common Stock
may be issued in satisfaction of Awards granted under any other
plan sponsored by the Company or compensation payable to an
Eligible Individual. In addition, such Awards may be made alone or
in addition to or in connection with any other Award granted
hereunder. The Committee may determine the terms and conditions of
any such Award. Each such Award shall be evidenced by an Award
Agreement between the Eligible Individual and the Company which
shall specify the number of shares of Common Stock subject to the
Award, any consideration therefore, any vesting or performance
requirements, and such other terms and conditions as the Committee
shall determine in its sole and absolute discretion.


11. CHANGE
IN CONTROL


Upon
the occurrence of a Change in Control, the Committee may, in its
sole and absolute discretion, provide on a case by case basis that
(i) all Awards shall terminate, provided that Participants shall
have the right, immediately prior to the occurrence of such Change
in Control and during such reasonable period as the Committee in
its sole discretion shall determine and designate, to exercise any
Award, (ii) all Awards shall terminate, provided that Participants
shall be entitled to a cash payment equal to the Change in Control
Price with respect to shares subject to the vested portion of the
Award net of the Exercise Price thereof, if applicable, (iii) in
connection with a liquidation or dissolution of the Company, the
Awards, to the extent vested, shall convert into the right to
receive liquidation proceeds net of the Exercise Price (if
applicable), (iv) accelerate the vesting of Awards and (v) any
combination of the foregoing. In the event that the Committee does
not terminate or convert an Award upon a Change in Control of the
Company, then the Award shall be assumed, or substantially
equivalent Awards shall be substituted, by the acquiring, or
succeeding corporation (or an affiliate thereof).


12. CHANGE
IN STATUS OF PARENT OR SUBSIDIARY


Unless
otherwise provided in an Award Agreement or otherwise determined by
the Committee, in the event that an entity or business unit which
was previously a part of the Company is no longer a part of the
Company, as determined by the Committee in its sole discretion, the
Committee may, in its sole and absolute discretion: (i) provide on
a case by case basis that some or all outstanding Awards held by a
Participant employed by or performing service for such entity or
business unit may become immediately exercisable or vested, without
regard to any limitation imposed pursuant to this Plan; (ii)
provide on a case by case basis that some or all outstanding Awards
held by a Participant employed by or performing service for such
entity or business unit may remain outstanding, may continue to
vest, and/or may remain exercisable for a period not exceeding one
(1) year, subject to the terms of the Award Agreement and this
Plan; and/or (iii) treat the employment or other services of a
Participant performing services for such entity or business unit as
terminated, if such Participant is not employed by the Company or
any entity that is a part of the Company, immediately after such
event.



 

12







 






13. REQUIREMENTS
OF LAW


(a) Violations
of Law. The Company
shall not be required to make any payments, sell or issue any
shares of Common Stock under any Award if the sale or issuance of
such shares would constitute a violation by the individual
exercising the Award, the Participant or the Company of any
provisions of any law or regulation of any governmental authority,
including without limitation any provisions of the Sarbanes-Oxley
Act, and any other federal or state securities laws or regulations.
Any determination in this connection by the Committee shall be
final, binding, and conclusive. The Company shall not be obligated
to take any affirmative action in order to cause the exercise of an
Award, the issuance of shares pursuant thereto or the grant of an
Award to comply with any law or regulation of any governmental
authority.


(b) Registration. At the time of any exercise or
receipt of any Award, the Company may, if it shall determine it
necessary or desirable for any reason, require the Participant (or
Participant’s heirs, legatees or legal representative, as the
case may be), as a condition to the exercise or grant thereof, to
deliver to the Company a written representation of present
intention to hold the shares for their own account as an investment
and not with a view to, or for sale in connection with, the
distribution of such shares, except in compliance with applicable
federal and state securities laws with respect thereto. In the
event such representation is required to be delivered, an
appropriate legend may be placed upon each certificate delivered to
the Participant (or Participant’s heirs, legatees or legal
representative, as the case may be) upon the Participant’s
exercise of part or all of the Award or receipt of an Award and a
stop transfer order may be placed with the transfer agent. Each
Award shall also be subject to the requirement that, if at any time
the Company determines, in its discretion, that the listing,
registration or qualification of the shares subject to the Award
upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of or in connection with, the
issuance or purchase of the shares thereunder, the Award may not be
exercised in whole or in part and the restrictions on an Award may
not be removed unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Company in its sole
discretion. The Participant shall provide the Company with any
certificates, representations and information that the Company
requests and shall otherwise cooperate with the Company in
obtaining any listing, registration, qualification, consent or
approval that the Company deems necessary or appropriate. The
Company shall not be obligated to take any affirmative action in
order to cause the exercisability or vesting of an Award, to cause
the exercise of an Award or the issuance of shares pursuant
thereto, or to cause the grant of Award to comply with any law or
regulation of any governmental authority.



 

13







 






(c) Withholding. The Committee may make such
provisions and take such steps as it may deem necessary or
appropriate for the withholding of any taxes that the Company is
required by any law or regulation of any governmental authority,
whether federal, state or local, domestic or foreign, to withhold
in connection with the grant or exercise of an Award, or the
removal of restrictions on an Award including, but not limited to:
(i) the withholding of delivery of shares of Common Stock until the
holder reimburses the Company for the amount the Company is
required to withhold with respect to such taxes; (ii) the canceling
of any number of shares of Common Stock issuable in an amount
sufficient to reimburse the Company for the amount it is required
to so withhold; (iii) withholding the amount due from any such
person’s wages or compensation due to such person; or (iv)
requiring the Participant to pay the Company cash in the amount the
Company is required to withhold with respect to such
taxes.


(d) Governing Law. The Plan shall be governed by, and
construed and enforced in accordance with, the laws of the State of
Nevada.


14. GENERAL
PROVISIONS


(a) Award
Agreements. All
Awards granted pursuant to the Plan shall be evidenced by an Award
Agreement. Each Award Agreement shall specify the terms and
conditions of the Award granted and shall contain any additional
provisions as the Committee shall deem appropriate, in its sole and
absolute discretion (including, to the extent that the Committee
deems appropriate, provisions relating to confidentiality,
non-competition, non-solicitation and similar matters). The terms
of each Award Agreement need not be identical for Eligible
Individuals provided that each Award Agreement shall comply with
the terms of the Plan.


(b) Purchase Price. To the extent the purchase price of
any Award granted hereunder is less than par value of a share of
Common Stock and such purchase price is not permitted by applicable
law, the per share purchase price shall be deemed to be equal to
the par value of a share of Common Stock.


(c) Dividends and Dividend
Equivalents. Except
as set forth in the Plan, an Award Agreement or provided by the
Committee in its sole and absolute discretion, a Participant shall
not be entitled to receive, currently or on a deferred basis, cash
or stock dividends, Dividend Equivalents, or cash payments in
amounts equivalent to cash or stock dividends on shares of Common
Stock covered by an Award. The Committee in its absolute and sole
discretion may credit a Participant’s Award with Dividend
Equivalents with respect to any Awards. To the extent that
dividends and distributions relating to an Award are held in escrow
by the Company, or Dividend Equivalents are credited to an Award, a
Participant shall not be entitled to any interest on any such
amounts. The Committee may not grant Dividend Equivalents to an
Award subject to performance-based vesting to the extent that the
grant of such Dividend Equivalents would limit the Company’s
deduction of the compensation payable under such Award for federal
tax purposes pursuant to Code Section 162(m).



 

14







 






(d) Deferral of Awards. The Committee may from time to time
establish procedures pursuant to which a Participant may elect to
defer, until a time or times later than the vesting of an Award,
receipt of all or a portion of the shares of Common Stock or cash
subject to such Award and to receive Common Stock or cash at such
later time or times, all on such terms and conditions as the
Committee shall determine. The Committee shall not permit the
deferral of an Award unless counsel for the Company determines that
such action will not result in adverse tax consequences to a
Participant under Section 409A of the Code. If any such deferrals
are permitted, then notwithstanding anything to the contrary
herein, a Participant who elects to defer receipt of Common Stock
shall not have any rights as a stockholder with respect to deferred
shares of Common Stock unless and until shares of Common Stock are
actually delivered to the Participant with respect thereto, except
to the extent otherwise determined by the Committee.


(e) Prospective
Employees.
Notwithstanding anything to the contrary, any Award granted to a
Prospective Employee shall not become vested prior to the date the
Prospective Employee first becomes an employee of the
Company.


(f) Stockholder Rights. Except as expressly provided in the
Plan or an Award
Agreement, a Participant shall not have any of the rights of a
stockholder with respect to Common Stock subject to the Awards
prior to satisfaction of all conditions relating to the issuance of
such Common Stock, and no adjustment shall be made for dividends,
distributions or other rights of any kind for which the record date
is prior to the date on which all such conditions have been
satisfied.


(g) Transferability of
Awards. A
Participant may not Transfer an Award other than by will or the
laws of descent and distribution. Awards may be exercised during
the Participant’s lifetime only by the Participant. No Award
shall be liable for or subject to the debts, contracts, or
liabilities of any Participant, nor shall any Award be subject to
legal process or attachment for or against such person. Any
purported Transfer of an Award in contravention of the provisions
of the Plan shall have no force or effect and shall be null and
void, and the purported transferee of such Award shall not acquire
any rights with respect to such Award. Notwithstanding anything to
the contrary, the Committee may in its sole and absolute discretion
permit the Transfer of an Award to a Participant’s
“family member” as such term is defined in the Form S-8
Registration Statement under the Securities Act of 1933, as
amended, under such terms and conditions as specified by the
Committee. In such case, such Award shall be exercisable only by
the transferee approved of by the Committee. To the extent that the
Committee permits the Transfer of an Incentive Stock Option to a
“family member”, so that such Option fails to continue
to satisfy the requirements of an incentive stock option under the
Code such Option shall automatically be re-designated as a
Non-Qualified Stock Option.


(h) Buyout and Settlement
Provisions. Except
as prohibited in Section 7(d) of the Plan, the Committee may at any
time on behalf of the Company offer to buy out any Awards
previously granted based on such terms and conditions as the
Committee shall determine which shall be communicated to the
Participants at the time such offer is made.


(i) Use of Proceeds. The proceeds received by the Company
from the sale of Common Stock pursuant to Awards granted under the
Plan shall constitute general funds of the Company.



 

15







 






(j) Modification or Substitution of an
Award. Subject to
the terms and conditions of the Plan, the Committee may modify
outstanding Awards, provided that, except as expressly provided in
the Plan, no modification of an Award shall adversely affect any
rights or obligations of the Participant under the applicable Award
Agreement without the Participant’s consent. Nothing in the
Plan shall limit the right of the Company to pay compensation of
any kind outside the terms of the Plan.


(k) Amendment and Termination of
Plan. The Board may,
at any time and from time to time, amend, suspend or terminate the
Plan as to any shares of Common Stock as to which Awards have not
been granted; provided,
however, that the approval of the stockholders of the
Company in accordance with applicable law and the Articles of
Incorporation and Bylaws of the Company shall be required for any
amendment: (i) that changes the class of individuals eligible to
receive Awards under the Plan; (ii) that increases the maximum
number of shares of Common Stock in the aggregate that may be
subject to Awards that are granted under the Plan (except as
permitted under Section 5 or Section 11 hereof); (iii) the approval
of which is necessary to comply with federal or state law
(including without limitation Section 162(m) of the Code and Rule
16b-3 under the Exchange Act) or with the rules of any stock
exchange or automated quotation system on which the Common Stock
may be listed or traded; or (iv) that proposed to eliminate a
requirement provided herein that the stockholders of the Company
must approve an action to be undertaken under the Plan. Except as
expressly provided in the Plan, no amendment, suspension or
termination of the Plan shall, without the consent of the holder of
an Award, alter or impair rights or obligations under any Award
theretofore granted under the Plan. Awards granted prior to the
termination of the Plan may extend beyond the date the Plan is
terminated and shall continue subject to the terms of the Plan as
in effect on the date the Plan is terminated.


(l) Section 409A and 162(m) of the
Code. With respect
to Awards subject to Section 409A or 162(m) of the Code, this Plan
is intended to comply with the requirements of such Sections, and
the provisions hereof shall be interpreted in a manner that
satisfies the requirements of such Sections and the related
regulations, and the Plan shall be operated accordingly. If any
provision of this Plan or any term or condition of any Award would
otherwise frustrate or conflict with this intent, the provision,
term or condition will be interpreted and deemed amended so as to
avoid this conflict.


(m) Notification of 83(b)
Election. If in
connection with the grant of any Award, any Participant makes an
election permitted under Code Section 83(b), such Participant must
notify the Company in writing of such election within ten (10) days
of filing such election with the Internal Revenue
Service.


(n) Disclaimer of
Rights. No provision
in the Plan, any Award granted hereunder, or any Award Agreement
entered into pursuant to the Plan shall be construed to confer upon
any individual the right to remain in the employ of or other
service with the Company or to interfere in any way with the right
and authority of the Company either to increase or decrease the
compensation of any individual, including any holder of an Award,
at any time, or to terminate any employment or other relationship
between any individual and the Company. The grant of an Award
pursuant to the Plan shall not affect or limit in any way the right
or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or
to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.



 

16







 






(o) Unfunded Status of
Plan. The Plan is
intended to constitute an “unfunded” plan for incentive
and deferred compensation. With respect to any payments as to which
a Participant has a fixed and vested interest but which are not yet
made to such Participant by the Company, nothing contained herein
shall give any such Participant any rights that are greater than
those of a general creditor of the Company.


(p) Nonexclusivity of
Plan. The adoption
of the Plan shall not be construed as creating any limitations upon
the right and authority of the Board to adopt such other incentive
compensation arrangements (which arrangements may be applicable
either generally to a class or classes of individuals or
specifically to a particular individual or individuals) as the
Board in its sole and absolute discretion determines
desirable.


(q) Other Benefits. No Award payment under the Plan shall
be deemed compensation for purposes of computing benefits under any
retirement plan of the Company or any agreement between a
Participant and the Company, nor affect any benefits under any
other benefit plan of the Company now or subsequently in effect
under which benefits are based upon a Participant’s level of
compensation.


(r) Headings. The section headings in the Plan are
for convenience only; they form no part of this Agreement and shall
not affect its interpretation.


(s) Pronouns. The use of any gender in the Plan
shall be deemed to include all genders, and the use of the singular
shall be deemed to include the plural and vice versa, wherever it
appears appropriate from the context.


(t) Successors and
Assigns. The Plan
shall be binding on all successors of the Company and all
successors and permitted assigns of a Participant, including, but
not limited to, a Participant’s estate, devisee, or heir at
law.


(u) Severability. If any provision of the Plan or any
Award Agreement shall be determined to be illegal or unenforceable
by any court of law in any jurisdiction, the remaining provisions
hereof and thereof shall be severable and enforceable in accordance
with their terms, and all provisions shall remain enforceable in
any other jurisdiction.


(v) Notices. Any communication or notice required
or permitted to be given under the Plan shall be in writing, and
mailed by registered or certified mail or delivered by hand, to the
Company, to its principal place of business, Attention: Human
Resources, and if to the holder of an Award, to the address as
appearing on the records of the Company.







17








 






ANNEX
A


DEFINITIONS


“Award”
means any Restricted Stock Unit, Common Stock, Option, Performance
Share, Performance Unit, Restricted Stock, Stock Appreciation Right
or any other award granted pursuant to the Plan.


“Award
Agreement” means a written agreement entered into by the
Company and a Participant setting forth the terms and conditions of
the grant of an Award to such Participant.


“Board”
means the board of directors of the Company.


“Cause”
means, with respect to a termination of employment or other service
with the Company, a termination of employment or other service due
to a Participant’s dishonesty, fraud, or willful misconduct;
provided, however, that if
the Participant and the Company have entered into an employment
agreement or consulting agreement which defines the term Cause, the
term Cause shall be defined in accordance with such agreement with
respect to any Award granted to the Participant on or after the
effective date of the respective employment or consulting
agreement. The Committee shall determine in its sole and absolute
discretion whether Cause exists for purposes of the
Plan.


“Change in
Control” means:  (i) any Person (other than the Company,
any trustee or other fiduciary holding securities under any
employee benefit plan of the Company, or any company owned,
directly or indirectly, by stockholders of the Company in
substantially the same proportions as their ownership of Company
Common Stock) becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing more than
fifty percent (50%) or more of the value of the Company’s
then outstanding securities (the “Majority Owner”);
provided, however, that no Change in Control shall occur under this
paragraph (i) unless a person who was not a Majority Owner at some
time after the Effective Date becomes a Majority Owner after the
Effective Date; (ii) a merger, consolidation, reorganization, or
other business combination of the Company with any other entity,
other than a merger or consolidation which would result in the
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity)
more than fifty percent (50%) by value of the securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation; or (iii)the consummation of the sale or
disposition by the Company of all or substantially all of its
assets other than (x) the sale or disposition of all or
substantially all of the assets of the Company to a Person or
Persons who beneficially own, directly or indirectly, at least
fifty percent (50%) or more of the securities of the Company by
value at the time of the sale or (y) pursuant to a spin-off type
transaction, directly or indirectly, of such assets to the
stockholders of the Company.


However, to the
extent that Section 409A of the Code would cause an adverse tax
consequence to a Participant using the above definition, the term
“Change in Control” shall have the meaning ascribed to
the phrase “Change in the Ownership or Effective Control of a
Corporation or in the Ownership of a Substantial Portion of the
Assets of a Corporation” under Treasury Department Regulation
1.409A-3(i)(5), as revised from time to time in either subsequent
regulations or other guidance, and in the event that such
regulations are withdrawn or such phrase (or a substantially
similar phrase) ceases to be defined, as determined by the
Committee.



 

A-1







 






“Change in
Control Price” means the price per share of Common Stock paid
in any transaction related to a Change in Control of the
Company.


“Code”
means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.


“Committee”
means a committee or sub-committee of the Board consisting of two
or more members of the Board, none of whom shall be an officer or
other salaried employee of the Company, and each of whom shall
qualify in all respects as a “non-employee director” as
defined in Rule 16b-3 under the Exchange Act, and as an
“outside director” for purposes of Code Section 162(m).
If no Committee exists, the functions of the Committee will be
exercised by the Board; provided,
however, that a Committee shall be created prior to the
grant of Awards to a Covered Employee and that grants of Awards to
a Covered Employee shall be made only by such Committee.
Notwithstanding the foregoing, with respect to the grant of Awards
to non-employee directors, the Committee shall be the
Board.


“Common
Stock” means the Class B common stock, par value $0.001 per
share, of the Company or any other security into which such common
stock shall be changed as contemplated by the adjustment provisions
of Section 5 of the Plan.


“Company”
means RumbleON, the subsidiaries of RumbleON and all other entities
whose financial statements are required to be consolidated with the
financial statements of RumbleON pursuant to United States
generally accepted accounting principles, and any other entity
determined to be an affiliate of RumbleON as determined by the
Committee in its sole and absolute discretion.


“Covered
Employee” means “covered employee” as defined in
Code Section 162(m)(3).


“Covered
Individual” means any current or former member of the
Committee, any current or former officer or director of the
Company, or, if so determined by the Committee in its sole
discretion, any individual designated pursuant to Section
4(c).


 “Disability”
means a “permanent and total disability” within the
meaning of Code Section 22(e)(3); provided, however, that if a
Participant and the Company have entered into an employment or
consulting agreement which defines the term Disability for purposes
of such agreement, Disability shall be defined pursuant to the
definition in such agreement with respect to any Award granted to
the Participant on or after the effective date of the respective
employment or consulting agreement. The Committee shall determine
in its sole and absolute discretion whether a Disability exists for
purposes of the Plan.


 “Dividend
Equivalents” means an amount equal to the cash dividends paid
by the Company upon one share of Common Stock subject to an Award
granted to a Participant under the Plan.



 

A-2







 






“Eligible
Individual” means any employee, consultant, officer, director
(employee or non-employee director) or independent contractor of
the Company and any Prospective Employee to whom Awards are granted
in connection with an offer of future employment with the
Company.


“Exchange
Act” means the Securities Exchange Act of 1934, as
amended.


“Exercise
Price” means the purchase price per share of each share of
Common Stock subject to an Award.


“Fair Market
Value” means, unless otherwise required by the Code, as of
any date, the last sales price reported for the Common Stock on the
day immediately prior to such date (i) as reported by the national
securities exchange in the United States on which it is then
traded, or (ii) if not traded on any such national securities
exchange, as quoted on an automated quotation system sponsored by
the Financial Industry Regulatory Authority, Inc., or if the Common
Stock shall not have been reported or quoted on such date, on the
first day prior thereto on which the Common Stock was reported or
quoted; provided, however,
that the Committee may modify the definition of Fair Market Value
to reflect any changes in the trading practices of any exchange or
automated system sponsored by the Financial Industry Regulatory
Authority, Inc. on which the Common Stock is listed or traded. If
the Common Stock is not readily traded on a national securities
exchange or any system sponsored by the Financial Industry
Regulatory Authority, Inc., the Fair Market Value shall be
determined in good faith by the Committee.


 “Grant
Date” means, unless otherwise provided by applicable law, the
date on which the Committee approves the grant of an Award or such
later date as is specified by the Committee and set forth in the
applicable Award Agreement.


“Incentive
Stock Option” means an “incentive stock option”
within the meaning of Code Section 422.


“Non-Qualified
Stock Option” means an Option which is not an Incentive Stock
Option.


“Option”
means an option to purchase Common Stock granted pursuant to
Sections 6 of the Plan.


“Participant”
means any Eligible Individual who holds an Award under the Plan and
any of such individual’s successors or permitted
assigns.


“Performance
Goals” means the specified performance goals which have been
established by the Committee in connection with an
Award.


“Performance
Period” means the period during which Performance Goals must
be achieved in connection with an Award granted under the
Plan.


“Performance
Share” means a right to receive a fixed number of shares of
Common Stock, or the cash equivalent, which is contingent on the
achievement of certain Performance Goals during a Performance
Period.



 

A-3







 






“Performance
Unit” means a right to receive a designated dollar value, or
shares of Common Stock of the equivalent value, which is contingent
on the achievement of Performance Goals during a Performance
Period.


“Person”
shall mean any person, corporation, partnership, limited liability
company, joint venture or other entity or any group (as such term
is defined for purposes of Section 13(d) of the Exchange Act),
other than a Parent or subsidiary of the Company.


“Plan”
means this RumbleON, Inc. 2016 Stock Incentive Plan.


“Prospective
Employee” means any individual who has committed to become an
employee or independent contractor of the Company within sixty (60)
days from the date an Award is granted to such
individual.


“Restricted
Stock” means Common Stock subject to certain restrictions, as
determined by the Committee, and granted pursuant to Section 8
hereunder.


“Restricted
Stock Unit” means a right, granted under this Plan, to
receive Common Stock upon the satisfaction of certain conditions,
or if later, at the end of a specified deferral period following
the satisfaction of such conditions.


“Section 424
Employee” means an employee of the Company or any
“subsidiary corporation” or “parent
corporation” as such terms are defined in and in accordance
with Code Section 424. The term “Section 424 Employee”
also includes employees of a corporation issuing or assuming any
Options in a transaction to which Code Section 424(a)
applies.


“Stock
Appreciation Right” means the right to receive all or some
portion of the increase in value of a fixed number of shares of
Common Stock granted pursuant to Section 7 hereunder.


“RumbleON”
means RumbleON, Inc., a Nevada corporation.


“Transfer”
means, as a noun, any direct or indirect, voluntary or involuntary,
exchange, sale, bequeath, pledge, mortgage, hypothecation,
encumbrance, distribution, transfer, gift, assignment or other
disposition or attempted disposition of, and, as a verb, directly
or indirectly, voluntarily or involuntarily, to exchange, sell,
bequeath, pledge, mortgage, hypothecate, encumber, distribute,
transfer, give, assign or in any other manner whatsoever dispose or
attempt to dispose of.



 

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