Exhibit
10.31  XPLORE TECHNOLOGIES CORP.  2009 STOCK INCENTIVE PLAN  (Adopted
by the Board of Directors on July 28, 2009)


Table of Contents  PageSECTION 1.
  ESTABLISHMENT AND
  PURPOSE
  1SECTION 2.
  DEFINITIONS
  1(a)
  Affiliate
  1(b)
  Award
  1(c)
  Board
  of Directors
  1(d)
  Business
  Combination
  1(e)
  Change
  of Control
  1(f)
  Code
  3(g)
  Committee
  3(h)
  Corporate
  Transaction
  3(i)
  Corporation
  3(j)
  Consultant
  3(k)
  Director
  3(l)
  Effective
  Date
  3(m)
  Employee
  4(n)
  Exchange
  Act
  4(o)
  Exercise
  Price
  4(p)
  Fair
  Market Value
  4(q)
  Incumbent
  Board
  4(r)
  ISO
  4(s)
  Nonstatutory
  Optionor NSO
  4(t)
  Offeree
  5(u)
  Option
  5(v)
  Optionee
  5(w)
  Outstanding
  Common Stock
  5(x)
  Outstanding
  Voting Securities
  5(y)
  Parent
  5(z)
  Participant
  5(aa)
  Person
  5(bb)
  Plan
  5(cc)
  Purchase
  Price
  5(dd)
  Restricted
  Share
  5(ee)
  Restricted Share Agreement
  5  i


(ff)
  Restricted
  Stock Unit
  5(gg)
  Restricted
  Stock Unit Agreement
  5(hh)
  SAR
  6(ii)
  SAR
  Agreement
  6(jj)
  Service
  6(kk)
  Share
  6(ll)
  Stock
  6(mm)
  Stock
  Option Agreement
  6(nn)
  Subsidiary
  6SECTION 3.
  ADMINISTRATION
  6(a)
  Committee
  Composition
  6(b)
  Committee
  for Non-Officer Grants
  6(c)
  Committee
  Responsibilities
  7SECTION 4.
  ELIGIBILITY
  8(a)
  General
  Rule
  8(b)
  Ten-Percent
  Stockholders
  8(c)
  Attribution
  Rules
  8(d)
  Outstanding
  Stock
  9SECTION 5.
  STOCK SUBJECT TO PLAN
  9(a)
  Basic
  Limitation
  9(b)
  Award
  Limitation
  9(c)
  Additional
  Shares
  9SECTION 6.
  TERMS AND CONDITIONS OF
  OPTIONS
  9(a)
  Stock
  Option Agreement
  9(b)
  Number
  of Shares
  10(c)
  Exercise
  Price
  10(d)
  Withholding
  Taxes
  10(e)
  Exercisability
  and Term
  10(f)
  Exercise
  of Options
  10(g)
  Effect
  of Change of Control
  10(h)
  No
  Rights as a Stockholder
  11(i)
  Restrictions
  on Transfer of Shares
  11(j)
  Buyout
  Provisions
  11SECTION 7.
  RESTRICTED SHARES
  11(a)
  Restricted
  Share Agreement
  11(b)
  Payment
  for Awards
  11(c)
  Vesting
  11  ii


(d)
  Voting
  and Dividend Rights
  11(e)
  Restrictions
  on Transfer of Shares
  12SECTION 8.
  PAYMENT FOR SHARES
  12(a)
  General
  Rule
  12(b)
  Surrender
  of Stock
  12(c)
  Services
  Rendered
  12(d)
  Cashless
  Exercise
  12(e)
  Exercise/Pledge
  12(f)
  Promissory
  Note
  12(g)
  Other
  Forms of Payment
  12(h)
  Limitations
  under Applicable Law
  13SECTION 9.
  STOCK APPRECIATION
  RIGHTS
  13(a)
  SAR
  Agreement
  13(b)
  Number
  of Shares
  13(c)
  Exercise
  Price
  13(d)
  Exercisability
  and Term
  13(e)
  Effect
  of Change of Control
  13(f)
  Exercise
  of SARs
  13(g)
  Modification
  or Assumption of SARs
  13(h)
  Buyout Provisions
  14SECTION 10.
  RESTRICTED STOCK UNITS
  14(a)
  Restricted
  Stock Unit Agreement
  14(b)
  Payment
  for Awards
  14(c)
  Vesting
  Conditions
  14(d)
  Voting
  and Dividend Rights
  14(e)
  Form and
  Time of Settlement of Restricted Stock Units
  14(f)
  Death
  of Recipient
  15(g)
  Creditors
  Rights
  15SECTION 11.
  ADJUSTMENT OF SHARES;
  CORPORATE TRANSACTIONS
  15(a)
  Adjustments
  15(b)
  Dissolution
  or Liquidation
  15(c)
  Corporate
  Transactions
  16(d)
  Reservation
  of Rights
  17SECTION 12.
  AWARDS UNDER OTHER
  PLANS
  17SECTION 13.
  LEGAL AND REGULATORY
  REQUIREMENTS
  17SECTION 14.
  WITHHOLDING TAXES
  17(a)
  General
  17  iii


(b)
  Share
  Withholding
  18SECTION 15.
  TRANSFERABILITY OF
  AWARDS
  18SECTION 16.
  NO EMPLOYMENT RIGHTS
  18SECTION 17.
  APPLICABLE LAW
  18SECTION 18.
  DURATION AND AMENDMENTS
  18(a)
  Term
  of the Plan
  18(b)
  Right
  to Amend or Terminate the Plan
  18(c)
  Effect
  of Termination
  19SECTION 19.
  EXECUTION
  20  iv


XPLORE TECHNOLOGIES CORP.  2009 STOCK INCENTIVE PLAN  SECTION 1.ESTABLISHMENT AND PURPOSE.  The Plan was adopted by theBoard of Directors on July 28, 2009, and shall be effective retroactively
to June 10, 2009. The purpose of the Plan is to promote the long-term
success of the Corporation and the creation of stockholder value by (a) encouraging
Employees, Directors and Consultants to focus on strategic long-range objectives, (b) encouraging
the attraction and retention of Employees, Directors and Consultants with
exceptional qualifications and (c) aligning the interests of Employees,
Directors and Consultants with those of stockholders through increased stock
ownership and equity based compensation. 
The Plan seeks to achieve this purpose by providing for Awards in the
form of Options (which may constitute ISOs or NSOs), Restricted Shares,
Restricted Stock Units, and SARs.  SECTION 2.DEFINITIONS.  (a)Affiliateshall mean any Person that directly or indirectly controls, is
controlled by, or is under common control with the Corporation.  (b)Awardshall mean any award of an Option, Restricted Shares, Restricted Stock
Units, or a SAR under the Plan.  (c)Board
of Directorsshall mean the Board of Directors of the
Corporation, as constituted from time to time.  (d)Business
Combinationshall mean a merger or consolidation involving the
Corporation.  (e)Change
of Controlshall mean the occurrence of any of the following
events:  (i)Upon
consummation of a Business Combination unless, following such Business
Combination,  (A)all or substantially all of
the individuals and entities who were the beneficial owners, respectively, of
the Outstanding Common Stock and the Outstanding Voting Securities immediately
prior to such Business Combination beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding shares of common stock (or
common equity) and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors of the
corporation or other entity resulting from such Business Combination (including
a corporation or other entity which as a result of such transaction owns the
Corporation either directly or through one or more subsidiaries),  1


(B)no Person (excluding any
corporation or other entity resulting from such Business Combination or any
employee benefit plan (or related trust) sponsored or maintained by the
Corporation or a Subsidiary or such other corporation or other entity resulting
from such Business Combination) beneficially owns, directly or indirectly, 30%
or more of, respectively, the then outstanding shares of common stock (or
common equity) of the corporation or other entity resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation or other entity except to the extent that such
ownership is based on the beneficial ownership, directly or indirectly, of
Outstanding Common Stock or Outstanding Voting Securities immediately prior to
the Business Combination, and  (C)at least a majority of the
members of the board of directors (or similar governing body) of the
corporation or other entity resulting from such Business Combination were
members of the Board of Directors at the time of the execution of the initial
agreement, or of the action of the Board of Directors, providing for such
Business Combination; or  (ii)Upon the
consummation of the sale, lease or exchange of all or substantially all of the
assets of the Corporation; or  (iii)On the date
that individuals who constitute the Incumbent Board cease for any reason to constitute
at least a majority of the Board of Directors; provided, however,
that any individual who becomes a member of the Board of Directors on or
subsequent to the day immediately following the Effective Date whose election,
or nomination for election by the Corporations stockholders, was approved by a
vote of at least a majority of the members of the Board of Directors then
comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for purposes of this
proviso, any such individual whose appointment to the Board of Directors occurs
as a result of an actual or threatened election contest with respect to the
election or removal of a member or members of the Board of Directors, an actual
or threatened solicitation of proxies or consents or any other actual or
threatened action by, or on behalf of, any Person other than the Incumbent
Board; or  (iv)Upon the
acquisition on or after the date of the Effective Date by any Person of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 30% or more of either:  (A)the then Outstanding Common
Stock, or  (B)the combined voting power of
the Outstanding Voting Securities;  provided, however,
that the following acquisitions shall not be deemed to be covered by this
subparagraph (iv):  2


(x)any acquisition of Outstanding Common Stock or
Outstanding Voting Securities by or at the direction of the Corporation or any Subsidiary,  (y)any acquisition of Outstanding Common Stock or
Outstanding Voting Securities by any employee benefit plan (or related trust)
sponsored or maintained by the Corporation or any Subsidiary, or  (z)any acquisition of Outstanding Common Stock or
Outstanding Voting Securities by any Person pursuant to a transaction which
complies with clauses (A), (B) and (C) of Section 2(e)(i) of
this Plan; or  (v)Upon the
approval by the stockholders of the Corporation of a complete liquidation or
dissolution of the Corporation.  For avoidance of doubt, a Change of Control does not
occur solely because a Person beneficially owns, directly or indirectly, 30% or
more of Outstanding Common Stock or Outstanding Voting Securities as of the
Effective Date.  (f)Codeshall mean the Internal Revenue Code of 1986, as amended.  (g)Committeeshall mean the Compensation Committee as designated by the Board of
Directors, which is authorized to administer the Plan, as described in Section 3
hereof.  (h)Consultantshall mean a consultant or advisor who provides bona fide services to
the Corporation, a Parent, a Subsidiary or an Affiliate as an independent
contractor (not including service as a member of the Board of Directors) or a
member of the board of directors of a Parent or a Subsidiary, in each case who
is not an Employee.  (i)Corporate
Transactionshall mean an event that constitutes a Change of
Control pursuant to subsection (i), subsection (ii) or subsection (iv) of
Section 2(e); provided, however, that solely for purposes of
this definition, the words 30% or more in subsection (iv) of Section 2(e) shall
be replaced with the words more than 50%.  (j)Corporationshall mean Xplore Technologies Corp., a Delaware corporation.  (k)Directorshall mean a member of the Board of Directors.  (l)Effective
Dateshall mean June 10, 2009, provided that the Plan is approved by
the Corporations stockholders at any time within twelve months after such
date.  Upon approval of the Plan by the
stockholders of the Corporation, all Awards granted on or after the Effective
Date shall be fully effective as if such stockholders had approved the Plan on
the Effective Date.  If the stockholders
of the Corporation do not approve the Plan within twelve months after the Effective
Date, any Awards granted shall be null and void and of no effect.  3


(m)Employeeshall mean any individual who is a common-law employee of the
Corporation, a Parent, a Subsidiary or an Affiliate.  (n)Exchange
Actshall mean the Securities Exchange Act of 1934, as amended.  (o)Exercise
Priceshall mean (a) in the case of an Option, the amount for which one
Share may be purchased upon exercise of such Option, as specified in the
applicable Stock Option Agreement (or the addendum thereto), and (b) in
the case of a SAR, an amount, as specified in the applicable SAR Agreement (or
the addendum thereto), which is subtracted from the Fair Market Value of one
Share in determining the amount payable upon exercise of such SAR.  (p)Fair
Market Valuewith respect to a Share, shall mean the market price
of one Share, determined by the Committee or the Board of Directors as follows:  (i)If the Stock is listed on the New York Stock
Exchange, Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital
Market or another national securities exchange and sales prices are regularly
reported for the Stock, then the Fair Market Value shall be equal to the
closing selling price as quoted on such exchange (or the exchange with the
greatest volume of trading in the Common Stock) on such date, or if such date
is not a trading day, on the most recent trading day immediately prior to such
date;  (ii)If closing
selling prices are not regularly reported for the Stock as described in clause
(i), but bid and asked prices for the Common Stock are regularly reported on
the OTC Bulletin Board or another regulated quotation service, then the Fair
Market Value shall be the arithmetic mean between the closing or last bid and asked
prices for the Common Stock on such date, or if such date is not a trading day
or there are no bid and asked prices for such date, on the most recent trading
day immediately prior to such date on which bid and asked prices are available;
or  (iii)If the
foregoing provisions are not applicable, then the Fair Market Value shall be
determined by the Committee or the Board of Directors in good faith on such
basis as it deems appropriate.  In all cases, the determination of Fair Market Value by the Committeeor the Board of
Directorsshall be
conclusive and binding on all persons.  (q)Incumbent
Boardshall mean the individuals who constitute the Board of Directors as of
11:59 p.m. (Central) on the Effective Date.  (r)ISOshall mean an employee incentive stock option described in Section 422
of the Code.  (s)Nonstatutory
OptionorNSOshall mean an
employee stock option that is not an ISO.  4


(t)Offereeshall mean an individual to whom the Committee or the Board of
Directors has offered the right to acquire Shares under the Plan (other than
upon exercise of an Option).  (u)Optionshall mean an ISO or NSO granted under the Plan and entitling the
holder to purchase Shares.  (v)Optioneeshall mean an individual or estate who holds an Option or SAR.  (w)Outstanding
Common Stockshall mean the outstanding shares of Stock.  (x)Outstanding
Voting Securitiesshall mean the outstanding voting securities of the
Corporation entitled to vote generally in the election of members of the Board
of Directors.  (y)Parentshall mean any corporation or other entity (other than the Corporation)
in an unbroken chain of corporations or other entities ending with the
Corporation, if each of the corporations or other entities other than the
Corporation owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A
corporation or other entity that attains the status of a Parent on a date after
the adoption of the Plan shall be a Parent commencing as of such date.  (z)Participantshall mean an individual or estate who holds an Award.  (aa)Personshall mean any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act).  (bb)Planshall mean this Xplore Technologies Corp. 2009 Stock Incentive Plan, as
amended from time to time.  (cc)Purchase
Priceshall mean the consideration for which one Share may be acquired under
the Plan (other than upon exercise of an Option), as specified by the Committee
or the Board of Directors.  (dd)Restricted
Shareshall mean a Share awarded under the Plan and subject to the terms,
conditions and restrictions set forth in a Restricted Share Agreement.  (ee)Restricted
Share Agreementshall mean the agreement between the Corporation and
the recipient of a Restricted Share that contains the terms, conditions and
restrictions pertaining to such Restricted Shares.  (ff)Restricted
Stock Unitshall mean a bookkeeping entry representing the
Corporations obligation to deliver one Share (or distribute cash) on a future
date in accordance with the provisions of a Restricted Stock Unit Agreement.  (gg)Restricted
Stock Unit Agreementshall mean the agreement between the
Corporation and the recipient of a Restricted Stock Unit that contains the
terms, conditions and restrictions pertaining to such Restricted Stock Unit.  5


(hh)SARshall mean a stock appreciation right granted under the Plan.  (ii)SAR
Agreementshall mean the agreement between the Corporation and
an Optionee that contains the terms, conditions and restrictions pertaining to
his or her SAR.  (jj)Serviceshall mean service as an Employee, Consultant or Director, subject to
such further limitations as may be set forth in the Plan or the applicable
Stock Option Agreement, Restricted Share Agreement, Restricted Stock Unit
Agreement or SAR Agreement.  Service does
not terminate when an Employee goes on a bona fide leave of absence that was
approved by the Corporation in writing if the terms of the leave provide for
continued Service crediting, or when continued Service crediting is required by
applicable law.  However, for purposes of
determining whether an Option is has ISO status, an Employees employment will
be treated as terminating 90 days after such Employee went on leave unless such
Employees right to return to active work is guaranteed by law or by a
contract.  Service terminates in any
event when the approved leave ends unless such Employee immediately returns to
active work.  The Corporation shall be
entitled to determine in its sole discretion which leaves of absence count
toward Service and when Service terminates for all purposes under the Plan.  (kk)Shareshall mean one share of Stock.  (ll)Stockshall mean the common stock of the Corporation, par value $0.001 per
share.  (mm)Stock
Option Agreementshall mean the agreement between the Corporation and
an Optionee that contains the terms, conditions and restrictions pertaining to
such Option.  (nn)Subsidiaryshall mean any corporation or other entity if the Corporation or one or
more other Subsidiaries own not less than 50% of the total combined voting
power of all classes of outstanding stock (or equity) of such corporation or
other entity. A corporation or other entity that attains the status of a
Subsidiary on a date after the adoption of the Plan shall be considered a
Subsidiary commencing as of such date.  SECTION 3.ADMINISTRATION.  (a)Committee
Composition. The Plan shall be administered by the Board of
Directors or a Committee appointed by the Board of Directors.  The Committee shall consist of two or more
members of the Board of Directors.  In
addition, to the extent required by the Board of Directors, the composition of
the Committee shall satisfy (i) such requirements as the Securities and
Exchange Commission may establish for administrators acting under plans
intended to qualify for exemption under Rule 16b-3 (or its successor) under the
Exchange Act; and (ii) such requirements as the Internal Revenue Service may
establish for outside directors acting under plans intended to qualify for
exemption under Section 162(m)(4)(C) of the Code.  (b)Committee
for Non-Officer Grants.  The
Board of Directors may also appoint one or more separate committees of the
Board of Directors, each composed of one or more members of the Board of
Directors who need not satisfy the requirements of Section 3(a), who may
administer the Plan with respect to Employees who are not considered officers
or directors of the  6


Corporation under Section 16
of the Exchange Act, may grant Awards under the Plan to such Employees and may
determine all terms of such grants. 
Within the limitations of the preceding sentence, any reference in the
Plan to the Committee shall include such committee or committees appointed
pursuant to the preceding sentence.  To the extent permitted by applicable laws, the
Board of Directors may also authorize one or more officers of the Corporation
to designate Employees, other than persons subject to Section 16 of the
Exchange Act, to receive Awards and to determine the number of such Awards to
be received by such Employees; provided, however, that the Board
of Directors shall specify the aggregate limit (i.e., the number of Shares
underlying all such Awards) and the individual limit (i.e., the number of
Shares underlying any individual Award so granted) that such officer or
officers may so award in any calendar year.  (c)Committee
Responsibilities.  Subject to
the provisions of the Plan, the Committee or Board of Directors shall have full
authority and discretion to take the following actions:  (i)To interpret
the Plan and to apply its provisions;  (ii)To adopt, amend
or rescind rules, procedures and forms relating to the Plan;  (iii)To adopt, amend
or terminate sub-plans established for the purpose of satisfying applicable
foreign laws, including qualifying for preferred tax treatment under applicable
foreign tax laws;  (iv)To authorize
any person to execute, on behalf of the Corporation, any instrument required to
carry out the purposes of the Plan;  (v)To determine
when Awards are to be granted under the Plan;  (vi)To select the
Offerees and Optionees;  (vii)To determine
the number of Shares to be made subject to each Award;  (viii)To prescribe
the terms and conditions of each Award, including the Exercise Price, the
Purchase Price, the performance criteria, the performance period, and the
vesting or duration of the Award (including accelerating the vesting of Awards,
either at the time of the Award or thereafter, without the consent of the
Participant), to determine whether an Option is to be classified as an ISO or
as a NSO, and to specify the provisions of the agreement relating to such
Award;  (ix)To amend any
outstanding Award agreement, subject to applicable legal restrictions and to
the consent of the Participant if the Participants rights or obligations would
be materially impaired;  (x)To prescribe
the consideration for the grant of each Award or other right under the Plan and
to determine the sufficiency of such consideration;  7


(xi)To determine
the disposition of each Award or other right under the Plan in the event of a
Participants divorce or dissolution of marriage;  (xii)To determine
whether Awards under the Plan will be granted in replacement of other grants
under an incentive or other compensation plan of an acquired business;  (xiii)To correct any
defect, supply any omission, or reconcile any inconsistency in the Plan or any
Award agreement;  (xiv)To establish or
verify the extent of satisfaction of any performance goals or other conditions
applicable to the grant, issuance, exercisability, vesting and/or ability to
retain any Award; and  (xv)To take any
other actions deemed necessary or advisable for the administration of the Plan.  Notwithstanding the authority granted under this provision,to the extent
an Award is intended to qualifyforthe exemption under Section 162(m)(4)(C)
of the Code, as determined by the Committee or Board of Directors,only a Committee that satisfies the
requirements of Treasury Regulations Section 1.162-27(e)(3)shall (i) make
such Award, and (ii) if such Award requires the attainment of a performance
goal as condition to the making, vesting or settlement of the Award, set the
applicable performance goal and certify the extent to which it is attained.  Subject to the requirements of applicable law, the
Committee or Board of Directors may designate persons other than members of the
Committee to carry out its responsibilities and may prescribe such conditions
and limitations as it may deem appropriate, except that the Committee or Board
of Directors may not delegate its authority with regard to the selection for
participation of or the granting of Awards under the Plan to persons subject to
Section 16 of the Exchange Act.  All
decisions, interpretations and other actions of the Committee or Board of
Directors shall be final and binding on all Participants, and all persons
deriving their rights from a Participant. 
No member of the Committee or Board of Directors shall be liable for any
action that he or she has taken or has failed to take in good faith with
respect to the Plan or any Award.  SECTION 4.ELIGIBILITY.  (a)General
Rule. Only Employees shall be eligible for the grant of ISOs. Only
Employees, Consultants and Directors shall be eligible for the grant of NSOs,
Restricted Shares, Restricted Stock Units or SARs.  (b)Ten-Percent
Stockholders. An Employee who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Corporation, a
Parent or Subsidiary shall not be eligible for the grant of an ISO unless such
grant satisfies the requirements of Section 422(c)(5) of the Code.  (c)Attribution
Rules. For purposes of Section 4(b) above, in determining stock ownership,
an Employee shall be deemed to own the stock owned, directly or indirectly, by
or  8


for such Employees
brothers, sisters, spouse, ancestors and lineal descendants. Stock owned,
directly or indirectly, by or for a corporation, partnership, estate or trust
shall be deemed to be owned proportionately by or for its stockholders,
partners or beneficiaries.  (d)Outstanding
Stock. For purposes of Section 4(b) above, outstanding stock shall include
all stock actually issued and outstanding immediately after the grant but shall
not include shares authorized for issuance under outstanding options held by
the Employee or by any other person.  SECTION 5.STOCK SUBJECT
TO PLAN.  (a)Basic
Limitation.  Shares
offered under the Plan shall be authorized but unissued Shares or treasury
Shares.  The aggregate number of Shares
authorized for issuance as Awards under the Plan shall not exceed 19,400,000
Shares.  The limitation of this Section 5(a)
shall be subject to adjustment pursuant to Section 11.  The number of Shares that are subject to
Awards outstanding at any time under the Plan shall not exceed the number of
Shares which then remain available for issuance under the Plan.  The Corporation, during the term of the Plan,
shall at all times reserve and keep available sufficient Shares to satisfy the
requirements of the Plan.  (b)Award
Limitation.  Subject to
the provisions of Section 11, no Participant may receive Awards under the Plan
in any calendar year that relate to more than 8,000,000 Shares.  (c)Additional
Shares.  If an Award expires or becomes
unexercisable without having been exercised in full, or, with respect to
Restricted Shares or Restricted Stock Units, is forfeited to or repurchased by
the Corporation due to failure to vest, the unpurchased Shares (or for Awards
other than Options or SARs the forfeited or repurchased Shares) which were
subject thereto will become available for future grant or sale under the Plan
(unless the Plan has terminated).  With
respect to SARs, only Shares actually issued pursuant to a SAR will cease to be
available under the Plan; all remaining Shares under SARs will remain available
for future grant or sale under the Plan (unless the Plan has terminated).  Shares that have actually been issued under
the Plan under any Award will not be returned to the Plan and will not become
available for future distribution under the Plan; provided, however,
that if Shares issued pursuant to Awards of Restricted Shares or Restricted
Stock Units are repurchased by the Corporation or are forfeited to the
Corporation, such Shares will become available for future grant under the
Plan.  Shares used to pay the exercise
price of an Award or to satisfy the tax withholding obligations related to an
Award will become available for future grant or sale under the Plan.  To the extent an Award under the Plan is paid
out in cash rather than Shares, such cash payment will not result in reducing
the number of Shares available for issuance under the Plan.  SECTION 6.TERMS AND
CONDITIONS OF OPTIONS.  (a)Stock
Option Agreement.  Each grant
of an Option under the Plan shall be evidenced by a Stock Option Agreement
between the Optionee and the Corporation. 
Such Option shall be subject to all applicable terms and conditions of
the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committeeor Board of Directorsdeems appropriate for
inclusion in a Stock Option Agreement. 
The Stock Option Agreement shall specify whether the Option is an ISO or
an NSO.  The  9


provisions of the various
Stock Option Agreements entered into under the Plan need not be identical.  Options may be granted in consideration of a
reduction in the Optionees other compensation.  (b)Number
of Shares.  Each Stock
Option Agreement shall specify the number of Shares that are subject to the
Option (subject to adjustment in accordance with Section 11).  (c)Exercise
Price.  Each Stock Option Agreement
shall specify the Exercise Price. The Exercise Price of an ISO shall not be
less than 100% of the Fair Market Value of a Share on the date of grant, except
as otherwise provided in Section 4(b). 
Subject to the foregoing in this Section 6(c), the Exercise Price under
any Option shall be determined by the Committeeor Board of Directorsat their discretion.  The Exercise Price shall be payable in one of
the forms described in Section 8.  (d)Withholding
Taxes.  As a condition to the exercise
of an Option, the Optionee shall make such arrangements as the Corporation may
require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with such
exercise.  The Optionee shall also make
such arrangements as the Corporation may require for the satisfaction of any
federal, state, local or foreign withholding tax obligations that may arise in
connection with the disposition of Shares acquired by exercising an Option.  (e)Exercisability
and Term.  Each Stock
Option Agreement shall specify the date when all or any installment of the
Option is to become exercisable.  The
Stock Option Agreement shall also specify the term of the Option; provided,
however, that the term of an ISO shall in no event exceed 10 years from
the date of grant (five years for Employees described in Section 4(b)).  A Stock Option Agreement may provide for
accelerated exercisability 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 the Optionees Service. Options may
be awarded in combination with SARs, and such an Award may provide that the
Options will not be exercisable unless the related SARs are forfeited.  Subject to the foregoing in this Section 6(e),
the Committeeor Board of Directorsat their discretion shall determine when all
or any installment of an Option is to become exercisable and when an Option is
to expire.  (f)Exercise
of Options.  Each Stock
Option Agreement shall set forth the extent to which the Optionee shall have
the right to exercise the Option following termination of the Optionees
Service with the Corporation and its Subsidiaries, and the right to exercise
the Option of any executors or administrators of the Optionees estate or any
person who has acquired such Option(s) directly from the Optionee by bequest or
inheritance. Such provisions shall be determined in the discretion of the
Committeeor Board of
Directors, need not be uniform among all Options issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination of Service.  (g)Effect
of Change of Control.  The
Committeeor Board of
Directorsmay determine, at the time of granting an Option or thereafter, that
such Option shall become exercisable as to all or part of the Shares subject to
such Option upon a Change of Control.  10


(h)No
Rights as a Stockholder.  An
Optionee, or a permitted transferee of an Optionee, shall have no rights as a
stockholder of the Corporation with respect to any Shares covered by the Option
until the date of the issuance of the Shares underlying the Option upon a valid
exercise thereof.  (i)Restrictions
on Transfer of Shares.  Any
Shares issued upon exercise of an Option shall be subject to such special
forfeiture conditions, rights of repurchase, rights of first refusal and other
transfer restrictions as the Committeeor Board of Directorsmay determine.  Such restrictions shall be set forth in the
applicable Stock Option Agreement and shall apply in addition to any general
restrictions that may apply to all holders of Shares.  (j)Buyout
Provisions.  The
Committeeor Board of
Directorsmay at any time (a) offer to buy out for a payment in cash or cash equivalents
an Option previously granted or (b) authorize an Optionee to elect to cash out
an Option previously granted, in either case at such time and based upon such
terms and conditions as the Committeeor Board of Directorsshall establish.  SECTION 7.RESTRICTED
SHARES.  (a)Restricted
Share Agreement.  Each grant
of Restricted Shares under the Plan shall be evidenced by a Restricted Share
Agreement between the recipient and the Corporation.  Such Restricted Shares shall be subject to
all applicable terms of the Plan and may be subject to any other terms that are
not inconsistent with the Plan.  The
provisions of the various Restricted Share Agreements entered into under the
Plan need not be identical.  Restricted
Shares may be granted in consideration of a reduction in the recipients other
compensation.  (b)Payment
for Awards.  Restricted
Shares may be sold or awarded under the Plan for such consideration as the
Committeeor Board of
Directorsmay determine, including cash, cash equivalents, full-recourse
promissory notes, past services and future services.  (c)Vesting.  Each Award of Restricted Shares may or may
not be subject to vesting. Vesting shall occur, in full or in installments,
upon satisfaction of the conditions specified in the Restricted Share
Agreement.  A Restricted Share Agreement
may provide for accelerated vesting in the event of the Participants death,
disability or retirement or other events. 
The Committeeor Board of Directorsmay determine, at the time of granting
Restricted Shares or thereafter, that all or part of such Restricted Shares
shall become vested upon a Change of Control. 
Except as may be set forth in a Restricted Share Agreement, vesting of
the Restricted Shares shall cease on the termination of the Participants Service.  (d)Voting
and Dividend Rights.  The holders
of Restricted Shares awarded under the Plan shall have the same voting,
dividend and other rights as the Corporations other stockholders.  A Restricted Share Agreement, however, may
require that the holders of Restricted Shares invest any cash dividends
received in additional Restricted Shares. 
Such additional Restricted Shares shall be subject to the same
conditions and restrictions as the Award with respect to which the dividends
were paid.  11


(e)Restrictions
on Transfer of Shares. 
Restricted Shares shall be subject to such rights of repurchase, rights
of first refusal or other restrictions as the Committeeor Board of Directorsmay determine.
Such restrictions shall be set forth in the applicable Restricted Share
Agreement and shall apply in addition to any general restrictions that may
apply to all holders of Shares.  SECTION 8.PAYMENT FOR
SHARES.  (a)General
Rule.  The entire Exercise Price or
Purchase Price of Shares issued under the Plan shall be payable in lawful money
of the United States of America at the time when such Shares are purchased,
except as provided in Section 8(b) through Section 8(g) below.  (b)Surrender
of Stock.  To the
extent that a Stock Option Agreement so provides, payment may be made in
entirety or in part by surrendering, or attesting to the ownership of, Shares
which are then owned by the Optionee or his representative.  Such Shares shall be valued at their Fair
Market Value on the date when the new Shares are purchased under the Plan.  The Optionee shall not surrender, or attest
to the ownership of, Shares in payment of the Exercise Price if such action
would cause the Corporation to recognize compensation expense (or additional
compensation expense) with respect to the Option for financial reporting
purposes.  (c)Services
Rendered.  At the
discretion of the Committeeor Board of Directors, Shares may be awarded under the Plan in
consideration of services rendered to the Corporation or a Subsidiary prior to
the award.  If Shares are awarded without
the payment of a Purchase Price in cash, the Committeeor Board of Directorsshall make a
determination (at the time of the award) of the value of the services rendered
by the Offeree and the sufficiency of the consideration to meet the
requirements of Section 7(b).  (d)Cashless
Exercise.  To the
extent that a Stock Option Agreement so provides, payment may be made in its
entirety or in part by delivery (on a form prescribed by the Corporation) of an
irrevocable direction to a securities broker to sell Shares and to deliver all
or part of the sale proceeds to the Corporation in payment of the aggregate
Exercise Price.  (e)Exercise/Pledge.  To the extent that a Stock Option Agreement
so provides, payment may be made in its entirety or in part by delivery (on a
form prescribed by the Corporation) of an irrevocable direction to a securities
broker or lender to pledge Shares, as security for a loan, and to deliver all
or part of the loan proceeds to the Corporation in payment of the aggregate
Exercise Price.  (f)Promissory
Note.  To the extent that a Stock
Option Agreement or Restricted Share Agreement so provides, payment may be made
in its entirety or in part by delivering (on a form prescribed by the
Corporation) a full-recourse promissory note.  (g)Other
Forms of Payment.  To the
extent that a Stock Option Agreement or Restricted Share Agreement so provides,
payment may be made in any other form that is consistent with applicable laws,
regulations and rules.  12


(h)Limitations
under Applicable Law. 
Notwithstanding anything herein or in a Stock Option Agreement or
Restricted Share Agreement to the contrary, payment may not be made in any form
that is unlawful, as determined by the Committeeor Board of Directorsin their discretion.  SECTION 9.STOCK APPRECIATION RIGHTS.  (a)SAR
Agreement.  Each grant
of a SAR under the Plan shall be evidenced by a SAR Agreement between the
Optionee and the Corporation.  Such SAR
shall be subject to all applicable terms of the Plan and may be subject to any
other terms that are not inconsistent with the Plan.  The provisions of the various SAR Agreements
entered into under the Plan need not be identical.  SARs may be granted in consideration of a
reduction in the Optionees other compensation.  (b)Number
of Shares.  Each SAR
Agreement shall specify the number of Shares to which the SAR pertains and
shall provide for the adjustment of such number in accordance with Section 11.  (c)Exercise
Price.  Each SAR Agreement shall
specify the Exercise Price, which shall not be less than 100% of the Fair
Market Value of a Share on the date of grant. 
A SAR Agreement may specify an Exercise Price that varies in accordance
with a predetermined formula while the SAR is outstanding.  (d)Exercisability
and Term.  Each SAR
Agreement shall specify the date when all or any installment of the SAR is to
become exercisable.  The SAR Agreement
shall also specify the term of the SAR. 
A SAR Agreement may provide for accelerated exercisability in the event
of the Optionees death, disability or retirement or other events.  Except as may be set forth in a SAR
Agreement, vesting of the SAR shall cease on the termination of the Participants
Service.  SARs may be awarded in
combination with Options, and such an Award may provide that the SARs will not
be exercisable unless the related Options are forfeited. A SAR may be included
in an ISO only at the time of grant but may be included in an NSO at the time
of grant or thereafter. A SAR granted under the Plan may provide that it will
be exercisable only in the event of a Change of Control.  (e)Effect
of Change of Control.  The
Committeeor Board of
Directorsmay determine, at the time of granting a SAR or thereafter, that such
SAR shall become fully exercisable as to all Shares subject to such SAR upon a
Change of Control.  (f)Exercise
of SARs.  Upon exercise of a SAR, the
Optionee (or any person having the right to exercise the SAR after his or her
death) shall receive from the Corporation (a) Shares, (b) cash or (c) a
combination of Shares and cash, as the Committeeor Board of Directorsshall determine.  The amount of cash and/or the Fair Market
Value of Shares received upon exercise of SARs shall, in the aggregate, be
equal to the amount by which the Fair Market Value (on the date of surrender)
of the Shares subject to the SARs exceeds the Exercise Price.  (g)Modification
or Assumption of SARs. 
Within the limitations of the Plan, the Committeeor Board of Directorsmay modify,
extend or assume outstanding SARs or may  13


accept the cancellation of
outstanding SARs (whether granted by the Corporation or by another issuer) in
return for the grant of new SARs for the same or a different number of shares
and at the same or a different exercise price. 
The foregoing notwithstanding, no modification of a SAR shall, without
the consent of the holder, materially impair his or her rights or increase his
or her obligations under such SAR.  (h)Buyout
Provisions.The Committeeor Board of Directorsmay at any time (a) offer to buy out for a payment in cash or cash
equivalents a SAR previously granted, or (b) authorize an Optionee to elect to
cash out a SAR previously granted, in either case at such time and based upon
such terms and conditions as the Committeeor Board of Directorsshall establish.  SECTION 10.RESTRICTED STOCK UNITS.  (a)Restricted
Stock Unit Agreement.  Each grant
of Restricted Stock Units under the Plan shall be evidenced by a Restricted
Stock Unit Agreement between the recipient and the Corporation.  Such Restricted Stock Units shall be subject
to all applicable terms of the Plan and may be subject to any other terms that
are not inconsistent with the Plan.  The
provisions of the various Restricted Stock Unit Agreements entered into under
the Plan need not be identical. Restricted Stock Units may be granted in
consideration of a reduction in the recipients other compensation.  (b)Payment
for Awards. To the extent that an Award is granted in the form
of Restricted Stock Units, no cash consideration shall be required of the Award
recipients.  (c)Vesting
Conditions.  Each Award
of Restricted Stock Units may or may not be subject to vesting. Vesting shall
occur, in full or in installments, upon satisfaction of the conditions
specified in the Restricted Stock Unit Agreement.  A Restricted Stock Unit Agreement may provide
for accelerated vesting in the event of the Participants death, disability or
retirement or other events.  The
Committeeor Board of
Directorsmay determine, at the time of granting Restricted Stock Units or
thereafter, that all or part of such Restricted Stock Units shall become vested
in the event that a Change of Control occurs with respect to the Corporation.  (d)Voting
and Dividend Rights.  The holders
of Restricted Stock Units shall have no voting rights.  Prior to settlement or forfeiture, any
Restricted Stock Unit awarded under the Plan may, at the discretion of the
Committeeor Board of
Directors, carry with it a right to dividend equivalents.  Such right entitles the holder to be credited
with an amount equal to all cash dividends paid on one Share for each
Restricted Stock Unit that is outstanding. 
Dividend equivalents may be converted into additional Restricted Stock
Units.  Settlement of dividend
equivalents may be made in the form of cash, in the form of Shares, or in a
combination of both.  Prior to
distribution, any dividend equivalents which are not paid shall be subject to
the same conditions and restrictions (including, without limitation, any
forfeiture conditions) as the Restricted Stock Units to which they attach.  (e)Form
and Time of Settlement of Restricted Stock Units.  Settlement of vested Restricted Stock Units
may be made in the form of (a) cash, (b) Shares or (c) any combination of both,
as determined by the Committeeor Board of Directors.  The actual number of Restricted  14


Stock Units eligible for
settlement may be larger or smaller than the number included in the original
Award, based on predetermined performance factors.  Methods of converting Restricted Stock Units
into cash may include, without limitation, a method based on the average Fair
Market Value of Shares over a series of trading days.  A Restricted Stock Unit Agreement may provide
that vested Restricted Stock Units may be settled in a lump sum or in
installments.  A Restricted Stock Unit
Agreement may provide that the distribution may occur or commence when all
vesting conditions applicable to the Restricted Stock Units have been satisfied
or have lapsed, or it may be deferred to any later date.  The amount of a deferred distribution may be
increased by an interest factor or by dividend equivalents.  Until an Award of Restricted Stock Units is
settled, the number of such Restricted Stock Units shall be subject to
adjustment pursuant to Section 11.  (f)Death
of Recipient.  Any
Restricted Stock Units that become payable after the recipients death shall be
distributed to the recipients beneficiary or beneficiaries.  Each recipient of Restricted Stock Units
under the Plan shall designate one or more beneficiaries for this purpose by
filing the prescribed form with the Corporation.  A beneficiary designation may be changed by
filing the prescribed form with the Corporation at any time before the Award
recipients death.  If no beneficiary was
designated or if no designated beneficiary survives the Award recipient, then
any Restricted Stock Units that become payable after the recipients death
shall be distributed to the recipients estate.  (g)Creditors
Rights.  A holder of Restricted Stock
Units shall have no rights other than those of a general creditor of the
Corporation.  Restricted Stock Units
represent an unfunded and unsecured obligation of the Corporation, subject to
the terms and conditions of the applicable Restricted Stock Unit Agreement.  SECTION 11.ADJUSTMENT OF SHARES;
CORPORATE TRANSACTIONS.  (a)Adjustments.  In the event that there occurs a dividend or
other distribution of Shares, a dividend in the form of cash or other property
that materially affects the Fair Market Value of the Shares, a stock split, a
reverse stock split, a split-up, a split-off, a spin-off, a combination or
subdivision of Shares or other securities of the Corporation, an exchange of
Shares for other securities of the Corporation, or a similar transaction or
event that materially affects the Fair Market Value of the Shares, the Committeeor Board of Directors, in order to
prevent diminution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, shall make appropriate
adjustments in:  (i)The numerical
limitations set forth in Sections 5(a) and (b);  (ii)The number of
Shares covered by all outstanding Awards; and  (iii)The Exercise
Price under each outstanding Option and SAR.  (b)Dissolution
or Liquidation.  To the
extent not previously exercised or settled, all outstanding Awards shall terminate
immediately prior to the dissolution or liquidation of the Corporation.  15


(c)Corporate
Transactions.  In the
event of a Corporate Transaction, subject to any vesting acceleration
provisions in an Award agreement, outstanding Awards shall be treated in the
manner provided in the agreement relating to the Corporate Transaction (including
as the same may be amended).  Such
agreement shall not be required to treat all Awards or individual types of
Awards similarly in the Corporate Transaction; provided, however,
that such agreement shall provide for one of the following with respect to all
outstanding Awards (as applicable):  (i)The
continuation of the outstanding Award by the Corporation, if the Corporation is
a surviving corporation;  (ii)The assumption
of the outstanding Award by the surviving corporation or its parent or subsidiary;  (iii)The
substitution by the surviving corporation or its parent or subsidiary of its
own award for the outstanding Award;  (iv)Full
exercisability or vesting and accelerated expiration of the outstanding Award,
followed by the cancellation of such Award;  (v)The
cancellation of an outstanding Option or SAR and a payment to the Optionee
equal to the excess of (i) the Fair Market Value of the Shares subject to
such Option or SAR (whether or not such Option or SARs is then exercisable or
such Shares are then vested) as of the closing date of such Corporate
Transaction over (ii) its aggregate Exercise Price.  Such payment may be made in the form of cash,
cash equivalents, or securities of the surviving corporation or its parent with
a Fair Market Value equal to the required amount.  Such payment may be made in installments and
may be deferred until the date or dates when such Option or SAR would have
become exercisable or such Shares would have vested.  Such payment may be subject to vesting based
on the Optionees continuing Service, provided that the vesting schedule shall
not be less favorable to the Optionee than the schedule under which such Option
or SAR would have become exercisable or such Shares would have vested
(including any vesting acceleration provisions).  If the Exercise Price of the Shares subject
to any Option or SAR exceeds the Fair Market Value of the Shares subject
thereto, then such Option or SAR may be cancelled without making a payment to the
Optionee with respect thereto.  For purposes
of this Subsection (v), the Fair Market Value of any security shall be
determined without regard to any vesting conditions that may apply in
connection with such security; or  (vi)The
cancellation of an outstanding Restricted Stock Unit and a payment to the
Participant equal to the Fair Market Value of the Shares subject to such
Restricted Stock Unit (whether or not such Restricted Stock Unit is then
vested) as of the closing date of such Corporate Transaction.  Such payment may be made in the form of cash,
cash equivalents, or securities of the surviving corporation or its parent with
a Fair Market Value equal to the required amount.  Such payment may be made in installments and
may be deferred until the date or dates when such Restricted Stock Unit would
have vested.  Such payment may be subject
to vesting based on the Participants continuing  16


Service,
provided that the vesting schedule shall not be less favorable to the
Participant than the schedule under which such Restricted Stock Unit would have
vested (including any vesting acceleration provisions).  For purposes of this Subsection (vi), the
Fair Market Value of any security shall be determined without regard to any
vesting conditions that may apply in connection with such security.  (d)Reservation
of Rights. Except as provided in Section 11, a
Participant shall have no rights by reason of the occurrence of (or relating
to) any Corporate Transaction, any transaction described in Section 11(a),
or any transaction that results in an increase or decrease in the number of
shares of stock of any class of the Corporation.  Any issue by the Corporation of shares of
stock of any class, or securities convertible into shares of stock of any
class, shall not affect, and no adjustment by reason thereof shall be made with
respect to, Awards. The grant of an Award pursuant to the Plan shall not affect
in any way the right or power of the Corporation to effect any Corporate
Transaction, any transaction described in Section 11(a), any dissolution
or liquidation of the Corporation or any transaction that results in an
increase or decrease in the number of shares of stock of any class of the
Corporation.  SECTION 12.AWARDS UNDER OTHER PLANS.  The Corporation may grant awards under other plans or programs.  Such awards may be settled in the form of
Shares issued under this Plan.  Such
Shares shall be treated for all purposes under the Plan like Shares issued in
settlement of Restricted Stock Units and shall, when issued, reduce the number
of Shares available under Section 5.  SECTION 13.LEGAL AND REGULATORY
REQUIREMENTS.  Shares shall not be issued under the Plan unless the issuance and
delivery of such Shares complies with (or is exempt from) all applicable requirements
of law, including (without limitation) the Securities Act of 1933, as amended,
the rules and regulations promulgated thereunder, state securities laws
and regulations and the regulations of any stock exchange on which the
Corporations securities may then be listed, and the Corporation has obtained
the approval or favorable ruling from any governmental agency which the
Corporation determines is necessary or advisable.  The Corporation shall not be liable to a
Participant or other persons as to: (a) the non-issuance or sale of Shares
as to which the Corporation has been unable to obtain from any regulatory body
having jurisdiction the authority deemed by the Corporations counsel to be
necessary to the lawful issuance and sale of any Shares under the Plan; and (b) any
tax consequences expected, but not realized, by any Participant or other person
due to the receipt, exercise or settlement of any Award granted under the Plan.  SECTION 14.WITHHOLDING TAXES.  (a)General.  To the extent required by applicable federal,
state, local or foreign law, a Participant or his or her successor shall make
arrangements satisfactory to the Corporation for the satisfaction of any
withholding tax obligations that arise in connection with the Plan.  The Corporation shall not be required to
issue any Shares or make any cash payment under the Plan until such obligations
are satisfied.  17


(b)Share
Withholding.  The
Corporation may, in its discretion, permit a Participant to satisfy all or part
of his or her withholding or income tax obligations by having the Corporation
withhold all or a portion of any Shares that otherwise would be issued to him
or her or by surrendering all or a portion of any Shares that he or she previously
acquired.  Such Shares shall be valued at
their Fair Market Value on the date when taxes otherwise would be withheld in
cash.  In no event may a Participant have
Shares withheld that would otherwise be issued to him or her in excess of the
number necessary to satisfy the legally required minimum tax withholding.  SECTION 15.TRANSFERABILITY OF AWARDS.  Unless the agreement evidencing an Award (or an
amendment thereto authorized by the Committeeor Board of Directors) expressly provides
otherwise, no Award granted under this Plan, nor any interest in such Award,
may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any manner (prior to the vesting and lapse of any and all
restrictions applicable to Shares issued under such Award), other than by will
or the laws of descent and distribution, incident to divorce, or pursuant to a
domestic relations order, if applicable; provided, however, that
an ISO may be transferred or assigned only to the extent consistent with Section 422
of the Code.  Any purported sale,
assignment, conveyance, gift, pledge, hypothecation or transfer in violation of
this Section 15(a) shall be void and unenforceable against the
Corporation.  SECTION 16.NO EMPLOYMENT RIGHTS.  No provision of the Plan, nor any Award granted under the Plan, shall be
construed to give any person any right to become, to be treated as, or to
remain an Employee.  The Corporation and
its Subsidiaries reserve the right to terminate any persons Service at any
time and for any reason, with or without notice.  SECTION 17.APPLICABLE LAW.  The Plan shall be construed and enforced in accordance with the law of
the State of Delaware, without reference to its principles of conflicts of law.  SECTION 18.DURATION AND AMENDMENTS.  (a)Term
of the Plan. The Plan, as set forth herein, shall terminate
automatically on June 9, 2019 and may be terminated on any earlier date
pursuant to Subsection (b) below.  (b)Right
to Amend or Terminate the Plan. The Board of Directors may
amend or terminate the Plan at any time and from time to time. Rights and
obligations under any Award granted before amendment of the Plan shall not be
materially impaired by such amendment, except with consent of the
Participant.  An amendment of the Plan
shall be subject to the approval of the Corporations stockholders only to the
extent required by applicable laws, regulations or rules.  18


(c)Effect
of Termination. No Awards shall be granted under the Plan after the
termination thereof.  The termination of
the Plan shall not affect Awards previously granted under the Plan.  [Remainder
of this page intentionally left blank]  19


SECTION 19.EXECUTION.  To record the adoption of the Plan by the Board of Directors, the
Corporation has caused its authorized officer to execute the same.  XPLORE
  TECHNOLOGIES CORP.By
  /s/ Michael J. RapisandName
  Michael J. RapisandTitle
  Chief Financial Officer & Corporate
  Secretary  20


XPLORE TECHNOLOGIES CORP. 
2009 STOCK INCENTIVE PLAN  NOTICE OF STOCK OPTION GRANT  You have been granted the following Option to
purchase Common Stock of XPLORE TECHNOLOGIES CORP. (the Corporation) under
the Corporations 2009 Stock Incentive Plan (the Plan):  Name of Optionee:
  [Name of Optionee]Total Number of Option Shares
  Granted:
  [Total Number of Shares]Type of Option:
  oIncentive Stock OptionoNonstatutory Stock OptionExercise Price Per Share:
  $[                    
  ] (The Exercise Price per Share of an ISO shall not be less than one hundred
  percent (100%) of the Fair Market Value. If Optionee is a Ten-Percent
  Stockholder, the Exercise Price per Share of an ISO must be at least one
  hundred ten percent (110%) of Fair Market Value.)Grant Date:
  [Date of Grant]Vesting Commencement Date:
  [Vesting Commencement Date]Vesting Schedule:
  This Option becomes exercisable with respect to
  one-third (1/3) of the Shares subject to this Option, respectively, for each
  of the three successive 12-month periods of continuous Service as an
  Employee, Director or Consultant beginning as of the Vesting Commencement
  Date.Expiration Date:
  [Expiration Date] This Option expires earlier if
  your Service terminates earlier, as described in the Stock Option Agreement.  By your signature and the
signature of the Corporations representative below, you and the Corporation
agree that this Option is granted under and governed by the terms and
conditions of the Plan and the Stock Option Agreement (the Agreement), both
of which are attached to and made a part of this document.  By
signing this document you further agree that the Corporation may deliver by
e-mail all documents relating to the Plan or this Award (including without
limitation, prospectuses required by the Securities and Exchange Commission)
and all other documents that the Corporation is required to deliver to its
security holders (including, without limitation, annual reports and proxy
statements).  You also agree that the
Corporation may deliver these documents by posting them on a website maintained
by the Corporation or by a third party under contract with the
Corporation.  If the Corporation posts
these documents on a website, it will notify you by e-mail.  1


OPTIONEE:
  
  XPLORE TECHNOLOGIES CORP.By:Optionees
  SignatureTitle:Optionees Printed
  Name  2


XPLORE TECHNOLOGIES CORP. 
2009 STOCK INCENTIVE PLAN  STOCK OPTION AGREEMENT  Tax Treatment
  
  This Option is intended to be an incentive stock
  option under Section 422 of the Internal Revenue Code or a nonstatutory
  option, as provided in the Notice of Stock Option Grant. Even if this Option
  is designated as an incentive stock option (ISO), it shall be deemed to be a
  nonstatutory option (NSO) to the extent required by the $100,000 annual
  limitation under Section 422(d) of the Internal Revenue Code.Vesting
  
  This Option becomes exercisable in installments,
  as shown in the Notice of Stock Option Grant. This Option will in no event
  become exercisable for additional Shares after your Service as an Employee or
  a Consultant has terminated for any reason.Term
  
  This Option expires in any event at the close of
  business at Corporation headquarters on the day before the 10th anniversary
  of the Grant Date, as shown on the Notice of Stock Option Grant (5th
  anniversary for a more than 10% stockholder as provided under the Plan if
  this is an incentive stock option). This Option may expire earlier if your
  Service terminates, as described below.Regular Termination
  
  If your Service terminates for any reason except
  death or Total and Permanent Disability (as defined below), then this
  Option will expire at the close of business at Corporation headquarters on
  the date three (3) months after the date your Service terminates (or, if
  earlier, the Expiration Date). The Corporation determines when your Service
  terminates for this purpose and all purposes under the Plan and its
  determinations are conclusive and binding on all persons.Death
  
  If your Service terminates because of death, then
  this Option will expire at the close of business at Corporation headquarters
  on the date 12 months after the date your Service terminates (or, if earlier,
  the Expiration Date). During that period of up to 12 months, your estate or
  heirs may exercise the Option.Disability
  
  If your Service terminates because of your Total
  and Permanent Disability, then this Option will expire at the close of
  business at Corporation headquarters on the date 12 months after the date
  your Service terminates (or, if earlier, the Expiration Date).Total and Permanent Disability means you are
  unable to engage in any substantial gainful activity by reason of any
  medically determinable physical or mental impairment which can be expected to
  result in death or which has lasted or can be expected to last for a
  continuous period of not less than 12 months, as determined by the
  Corporation.  1


Leaves of Absence
  
  For purposes of this Option, your Service does
  not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave
  was approved by the Corporation in writing and if continued crediting of
  Service is required by the terms of the leave or by applicable law. But your
  Service terminates when the approved leave ends, unless you immediately
  return to active work.If you go on a leave of absence, then the vesting
  schedule specified in the Notice of Stock Option Grant may be adjusted in
  accordance with the Corporations leave of absence policy or the terms of
  your leave. If you commence working on a part-time basis, then the vesting
  schedule specified in the Notice of Stock Option Grant may be adjusted in
  accordance with the Corporations part-time work policy or the terms of an
  agreement between you and the Corporation pertaining to your part-time
  schedule.Restrictions on Exercise
  
  The Corporation will not permit you to exercise
  this Option if the issuance of Shares at that time would violate any law or
  regulation. The inability of the Corporation to obtain approval from any
  regulatory body having authority deemed by the Corporation to be necessary to
  the lawful issuance and sale of the Corporation stock pursuant to this Option
  shall relieve the Corporation of any liability with respect to the
  non-issuance or sale of the Corporation stock as to which such approval shall
  not have been obtained.Notice of Exercise
  
  When you wish to exercise this Option you must
  provide a Notice of Exercise form in accordance with such procedures as are
  established by the Corporation and communicated to you from time to time. Any
  notice of exercise must specify how many Shares you wish to purchase and how
  your Shares should be registered. The notice of exercise will be effective
  when it is received by the Corporation. If someone else wants to exercise
  this Option after your death, that person must prove to the Corporations
  satisfaction that he or she is entitled to do so.Form of Payment
  
  When you submit your Notice of Exercise form, you
  must include payment of the Option exercise price for the Shares you are
  purchasing. Payment may be made by your personal check, a cashiers check or
  a money order. With the Corporations consent and subject to the
  Corporations sole discretion, payment may be made in the following
  alternative form(s):·
  Certificates for
  Shares that you own, along with any forms needed to effect a transfer of
  those Shares to the Corporation. The value of the Shares, determined as of
  the effective date of the Option exercise, will be applied to the Option
  exercise price. Instead of surrendering Shares, you may attest to the
  ownership of those Shares on a form provided by the Corporation and have the
  same number of Shares subtracted from the Shares issued to you upon exercise
  of the Option. However, you may not surrender, or attest to the ownership of
  Shares in payment of  2


the exercise price
  if your action would cause the Corporation to recognize a compensation
  expense (or additional compensation expense) with respect to this Option for
  financial reporting purposes.·
  By delivery on a form approved by the Corporation
  of an irrevocable direction to a securities broker approved by the
  Corporation to sell all or part of the Shares that are issued to you when you
  exercise this Option and to deliver to the Corporation from the sale proceeds
  an amount sufficient to pay the Option exercise price and any withholding
  taxes. The balance of the sale proceeds, if any, will be delivered to you.
  The directions must be given by providing a notice of exercise form approved
  by the Corporation.·
  By delivery on a form approved by the Corporation
  of an irrevocable direction to a securities broker or lender approved by the
  Corporation to pledge Shares that are issued to you when you exercise this
  Option as security for a loan and to deliver to the Corporation from the loan
  proceeds an amount sufficient to pay the Option exercise price and any
  withholding taxes. The directions must be given by providing a notice of
  exercise form approved by the Corporation.·
  Any other form permitted by the Committee or the
  Board of Directors in their discretion.Notwithstanding the foregoing, payment may not be
  made in any form that is unlawful, as determined by the Committee or the
  Board of Directors in their discretion.Withholding Taxes and Stock
  Withholding
  
  You will not be allowed to exercise this Option
  unless you make arrangements acceptable to the Corporation to pay any
  withholding taxes that may be due as a result of this award or the Option
  exercise. You also authorize the Corporation, or your actual employer, to
  satisfy all withholding obligations of the Corporation or your actual
  employer from your wages or other cash compensation payable to you by the
  Corporation or your actual employer.Restrictions on Resale
  
  You agree not to sell any Shares at a time when
  applicable laws, Corporation policies or an agreement between the Corporation
  and its underwriters prohibit a sale. This restriction will apply as long as
  your Service continues and for such period of time after the termination of
  your Service as the Corporation may specify.Transfer of Option
  
  Only you can exercise this Option prior to your
  death. You may not sell, transfer, assign, pledge or otherwise dispose of
  this Option, other than as designated by you by will or by the laws of
  descent and distribution, incident to a divorce, or pursuant to a domestic
  relations order. For instance, you may not use this Option as security for a
  loan. If you attempt to do any of these things, this Option will immediately
  become invalid. You may in any event dispose of this Option in your will.The Committee or the Board of Directors will
  allow you to transfer this  3


Option only if both you and the
  transferee(s) execute the forms prescribed by the Committee, which
  include the consent of the transferee(s) to be bound by this Agreement.Retention Rights
  
  Neither your Option nor this Agreement gives you
  the right to be employed or retained by the Corporation or a subsidiary of
  the Corporation in any capacity. The Corporation and its subsidiaries reserve
  the right to terminate your Service at any time, with or without cause.Stockholder Rights
  
  Your Options carry neither voting rights nor
  rights to dividends. You, or your estate or heirs, have no rights as a
  stockholder of the Corporation unless and until you have exercised this
  Option by giving the required notice to the Corporation and paying the
  exercise price. No adjustments will be made for dividends or other rights if
  the applicable record date occurs before you exercise this Option, except as
  described in the Plan.Adjustments
  
  In the event of a stock split, a stock dividend
  or a similar change in Corporation Shares, the number of Shares covered by
  this Option and the exercise price per Share shall be adjusted pursuant to
  the Plan.Successors and Assigns
  
  The rights and benefits of this Agreement shall
  inure to the benefit of, and be enforceable by, the Corporations successors
  and assigns. Your rights and obligations under this Agreement may only be
  assigned with the prior written consent of the Corporation.Notice
  
  Any notice required or permitted under this
  Agreement shall be given in writing and shall be deemed effectively given
  upon the earliest of personal delivery, receipt or the third full day
  following mailing with postage and fees prepaid, addressed to the other party
  hereto at the address last known in the Corporations records or at such
  other address as such party may designate by ten (10) days advance
  written notice to the other party hereto.Applicable Law
  
  This Agreement will be interpreted and enforced
  under the laws of the State of Delaware (without regard to their
  choice-of-law provisions).The Plan and Other
  Agreements
  
  The text of the Plan is incorporated in this
  Agreement by reference. In the event of any inconsistency between the Plan
  and this Agreement, the Plan shall govern. All capitalized terms in the
  Agreement shall have the meanings assigned to them in the Plan. This Agreement
  and the Plan constitute the entire understanding between you and the
  Corporation regarding this Option. Any prior agreements, commitments or
  negotiations concerning this Option are superseded. This Agreement may be
  amended only by another written agreement, signed by both parties.  4


BY
SIGNING THE NOTICE OF STOCK OPTION GRANT  ATTACHED
TO THIS AGREEMENT,  YOU
AGREE TO ALL OF THE TERMS AND CONDITIONS  DESCRIBED ABOVE AND IN THE
PLAN.  5


XPLORE TECHNOLOGIES CORP. 
2009 STOCK INCENTIVE PLAN  NOTICE OF EXERCISE OF STOCK OPTION  You must sign this Notice on the
last page
before submitting it to the Corporation  OPTIONEE INFORMATION:Name:
  
  
  Social Security
  Number:Address:
  
  
  Employee Number:  OPTION INFORMATION:Date of Grant:                             ,
  20
  
  Type of Stock
  Option:Exercise Price per
  Share:
  $
  
  o
  Nonstatutory (NSO)Total number of Shares
  of XPLORE TECHNOLOGIES CORP. (the Corporation) covered by option:
  
  o
  Incentive (ISO)  EXERCISE INFORMATION:  Number of Shares of the Corporation for which option is being exercised
now:
                     .
(These Shares are referred to below as the Purchased Shares.)  Total exercise price for the Purchased Shares: $  Form of payment enclosed:  o
  Check for
  $                    ,
  payable to Xplore Technologies Corp.  Name(s) in which the Purchased Shares should be registered [please check one box]:  o
  In my name onlyo
  In the names of my spouse and myself as community
  property
  
  My spouses name
  (if applicable):o
  In the names of my spouse and myself as joint
  tenants with the right of survivorship  1


o
  In the name of an eligible revocable trust
  
  Full legal name of
  revocable trust:The certificate for the Purchased Shares should
  be sent to the following address:  ACKNOWLEDGMENTS:  1.
  
  I understand that all sales of Purchased Shares
  are subject to compliance with the Corporations policy on securities trades.2.
  
  I hereby acknowledge that I received and read a
  copy of the prospectus describing the Corporations 2009 Stock Incentive Plan
  and the tax consequences of an exercise.3.
  
  In the case of a nonstatutory option (NSO), I
  understand that I must recognize ordinary income equal to the spread between
  the fair market value of the Purchased Shares on the date of exercise and the
  exercise price. I further understand that I am required to pay withholding
  taxes at the time of exercising a nonstatutory option.4.
  
  In the case of an incentive stock option (ISO), I
  agree to promptly notify the Corporation if I dispose of the Purchased Shares
  before I have met both of the tax holding periods applicable to incentive
  stock options (that is, if I make a disqualifying disposition).5.
  
  I acknowledge that the Corporation has encouraged
  me to consult my own adviser to determine the form of ownership that is appropriate
  for me. In the event that I choose to transfer my Purchased Shares to a trust
  that does not satisfy the requirements of the Internal Revenue Service (i.e.,
  a trust that is not an eligible revocable trust), I also acknowledge that the
  transfer will be treated as a disposition for incentive stock option tax
  purposes. As a result, the favorable incentive stock option tax treatment
  will be unavailable and other unfavorable tax consequences may occur.  SIGNATURE
  AND DATE:,
  20  2


XPLORE TECHNOLOGIES CORP. 
2009 STOCK INCENTIVE PLAN  NOTICE OF RESTRICTED SHARE AWARD  You have been granted the following Restricted Shares
of Common Stock of XPLORE TECHNOLOGIES CORP. (the Corporation) under the
Corporations2009 Stock Incentive Plan(the Plan):  Date of Grant:
  
  [Date of Grant]Name of Recipient:
  
  [Name of Recipient]Total Number of SharesGranted:
  
  [Total Shares]Fair Market Value per Share:
  
  $[Value per Share]Total Fair Market Valueof Award:
  
  $[Total Value]Vesting Commencement Date:
  
  April 1, 2009Vesting Schedule:
  
  One hundred percent
  (100%) of the Shares subject to this Award vest as of March 31, 2010,provided that
  the recipients Service as an Employee, Director or Consultant is continuous
  during the period that begins on the Vesting Commencement Date and ends on
  March 31, 2010.  By your
signature and the signature of the Corporations representative below, you and
the Corporation agree that these Restricted Shares are granted under and governed
by the terms and conditions of the Plan and the Restricted Share Agreement (the
Agreement), both of which are attached to and made a part of this document.  By
signing this document you further agree that the Corporation may deliver by
e-mail all documents relating to the Plan or this Award (including without
limitation, prospectuses required by the Securities and Exchange Commission)
and all other documents that the Corporation is required to deliver to its
security holders (including, without limitation, annual reports and proxy
statements).  You also agree that the
Corporation may deliver these documents by posting them on a website maintained
by the Corporation or by a third party under contract with the Corporation.  If the Corporation posts these documents on a
website, it will notify you by e-mail.  [NAME
  OF RECIPIENT]
  
  XPLORE TECHNOLOGIES CORP.By:Title:  1


XPLORE
TECHNOLOGIES CORP. 2009
STOCK INCENTIVE PLAN  RESTRICTED
SHARE AGREEMENT  Payment for Shares
  
  No
  cash payment is required for the Shares you receive. You are receiving the
  Shares in consideration for Services rendered by you.Vesting
  
  The
  Shares that you are receiving will not vest until the date(s) specified
  on the Notice of Restricted Share Award. Therefore, if you are subject to
  U.S. federal income tax, you should consider making an election under
  Section 83(b) of the Internal Revenue Code of 1986, as amended
  (83(b) Election), a form for which is attached as Exhibit A to
  this Agreement. The 83(b) Election must be filed
  within thirty (30) days of the Date of Grant.YOU
  SHOULD CONSULT A TAX AND/OR FINANCIAL ADVISOR BEFORE FILING AN
  83(b) ELECTION.Except
  as provided below, no Shares vest after your Service as an Employee, Director
  or Consultant has terminated for any reason.Vesting
  upon Death or Termination Not for Cause
  
  In
  the event of your death or your Termination Not for Cause (as defined
  below), a portion of the Shares subject to this Agreement shall vest on a pro
  rata basis. For this purpose, the pro ration shall be determined by
  multiplying the number of Shares granted herein by a fraction the numerator
  of which is the number of months of your Service during the twelve (12)-month
  period beginning on the Vesting Commencement Date specified on the Notice of
  Restricted Share Award and the denominator of which is twelve (12), and
  rounding down to the next whole number.Termination
  Not for Cause means a Corporation-initiated separation from Service for
  reason other than willful misconduct or activity deemed detrimental to the
  interests of the Corporation, provided that you execute a general release
  acceptable to the Corporation.Shares
  Restricted
  
  Unvested
  Shares will be considered Restricted Shares. Except to the extent permitted
  by the Committee or the Board of Directors, you may not sell, transfer,
  assign, pledge or otherwise dispose of Restricted Shares.Forfeiture
  
  If
  your Service terminates for any reason, then your Restricted Shares will be
  forfeited to the extent that they have not vested before the termination date
  and do not vest as a result of termination. This means that the unvested
  Restricted Shares will immediately revert to the Corporation and the certificate(s) for
  those Shares shall be  1


delivered
  to the Corporation properly endorsed for transfer (but such Shares will be
  deemed forfeited whether or not the certificate(s) therefor have been
  delivered). You receive no payment for Restricted Shares that are forfeited.
  The Corporation determines when your Service terminates for this purpose and
  all purposes under the Plan and its determinations are conclusive and binding
  on all persons.Any
  Shares or other property (including money paid other than as an ordinary cash
  dividend) issued as a dividend or other distribution on, in exchange for or
  upon the conversion of such unvested Restricted Shares are subject to these
  forfeiture provisions along with such Shares. Such Shares or other property,
  together with your unvested Restricted Shares, are termed Subject Shares.Escrow
  of Shares
  
  To ensure that your
  Subject Shares are delivered to the Corporation in the event that the
  Forfeiture provisions apply, you agree that upon issuance, the
  certificate(s) for the Subject Shares shall be deposited with the Escrow
  Agent named in the Joint Escrow Instructions attached as Exhibit B,
  together with an Assignment Separate from Certificate executed by you (with
  date and number of shares in blank) in the form attached as Exhibit C.
  The certificate(s) evidencing your Subject Shares and the Assignment
  Separate from Certificate shall be delivered to the Escrow Agent and held
  under the Joint Escrow Instructions, which shall be delivered to the Escrow
  Agent at the Closing under this Agreement.Leaves
  of Absence
  
  For
  purposes of this award, your Service does not terminate when you go on a
  military leave, a sick leave or another bona fide
  leave of absence, if the leave was approved by the Corporation in writing and
  if continued crediting of Service is required by the terms of the leave or by
  applicable law. But your Service terminates when the approved leave ends,
  unless you immediately return to active work.If
  you go on a leave of absence, then the vesting schedule specified in the
  Notice of Restricted Share Award may be adjusted in accordance with the
  Corporations leave of absence policy or the terms of your leave. If you
  commence working on a part-time basis, then the vesting schedule specified in
  the Notice of Restricted Share Award may be adjusted in accordance with the
  Corporations part-time work policy or the terms of an agreement between you
  and the Corporation pertaining to your part-time schedule.Stock
  Certificates
  
  The
  certificates for the Restricted Shares have stamped on them a special legend
  referring to the forfeiture restrictions. As your vested percentage
  increases, you may request (at reasonable intervals) that the Corporation release
  to you a non-legended certificate for your vested Shares.  2


Shareholder
  Rights
  
  During
  the period of time between the date of grant and the date the Restricted
  Shares become vested, you shall have all the rights of a shareholder with
  respect to the Restricted Shares except for the right to transfer the
  Restricted Shares, as set forth above. Accordingly, you shall have the right
  to vote the Restricted Shares and to receive any cash dividends paid with respect
  to the Restricted Shares.Withholding
  Taxes
  
  No
  Shares will be released to you unless you have made arrangements acceptable
  to the Corporation to pay withholding taxes that may be due as a result of
  this Award or the vesting of the Shares. You also authorize the Corporation,
  or your actual employer, to satisfy all withholding obligations of the
  Corporation or your actual employer from your wages or other cash
  compensation payable to you by the Corporation or your actual employer.Restrictions
  On Resale
  
  You
  agree not to sell any Shares at a time when applicable laws, Corporation
  policies or an agreement between the Corporation and its underwriters
  prohibit a sale. This restriction will apply as long as your Service
  continues and for such period of time after the termination of your Service
  as the Corporation may specify.No
  Retention Rights
  
  Neither
  your award nor this Agreement gives you the right to be employed or retained
  by the Corporation or a subsidiary of the Corporation in any capacity. The
  Corporation and its subsidiaries reserve the right to terminate your Service
  at any time, with or without cause.Adjustments
  to Stock
  
  In
  the event of a stock split, a stock dividend or a similar change in Shares,
  or a merger or a reorganization of the Corporation, the number of Shares
  covered by this Agreement may be adjusted pursuant to the Plan.Additional
  or Exchanged Securities and Property
  
  The
  Restricted Shares subject to this Agreement shall be subject to the terms of
  the agreement of merger, liquidation or reorganization in the event the
  Corporation is subject to such corporate activity. Any securities or other
  property issued as a dividend or other distribution on, in exchange for or
  upon the conversion of Restricted Shares (including money paid other than as
  an ordinary cash dividend) shall be subject to the provisions of this
  Agreement, including the forfeiture provisions and escrow requirement, and
  such provisions may be enforced by the Corporations successors.Successors
  and Assigns
  
  The
  rights and benefits of this Agreement shall inure to the benefit of, and be
  enforceable by, the Corporations successors and assigns. Your rights and
  obligations under this Agreement may only be  3


assigned
  with the prior written consent of the Corporation.Notice
  
  Any
  notice required or permitted under this Agreement shall be given in writing
  and shall be deemed effectively given upon the earliest of personal delivery,
  receipt or the third full day following mailing with postage and fees
  prepaid, addressed to the other party hereto at the address last known in the
  Corporations records or at such other address as such party may designate by
  ten (10) days advance written notice to the other party hereto.Applicable
  Law
  
  This
  Agreement will be interpreted and enforced under the laws of the State of
  Delaware (without regard to their choice-of-law provisions).The
  Plan and Other Agreements
  
  The text of the Plan is
  incorporated in this Agreement by reference. In the event of any
  inconsistency between the Plan and this Agreement, the Plan shall govern.
  Certain capitalized terms in this Agreement shall have the meanings assigned
  to them in the Plan. This Agreement and the Plan constitute the entire
  understanding between you and the Corporation regarding this Award. Any prior
  agreements, commitments or negotiations concerning this Award are superseded.
  This Agreement may be amended only by another written agreement, signed by both
  parties.  BY
SIGNING THE NOTICE OF RESTRICTED SHARE AWARD  ATTACHED
TO THIS AGREEMENT,  YOU
AGREE TO ALL OF THE TERMS AND CONDITIONS  DESCRIBED
ABOVE AND IN THE PLAN.  4


XPLORE
TECHNOLOGIES CORP. 2009
STOCK INCENTIVE PLAN  RESTRICTED
SHARE AGREEMENT  EXHIBIT A  STEP-BY-STEP INSTRUCTIONS TO
MAKE A SECTION 83(b) ELECTION  WORD OF CAUTION: 
IF YOU CHOOSE TO FILE A SECTION 83(b) ELECTION, YOU MUST FILE YOUR SECTION
83(b) ELECTION FORM WITH THE IRS NO LATER THAN 30 DAYS FOLLOWING THE DATE OF
AWARD. THE 30-DAY DEADLINE IS ABSOLUTE AND CANNOT BE WAIVED UNDER ANY
CIRCUMSTANCES. ALSO, ONCE FILED, YOUR SECTION 83(b) ELECTION FORM MAY NOT BE
REVOKED, EXCEPT WITH THE CONSENT OF THE IRS (WHICH CONSENT IS GENERALLY
DENIED).  THESE INSTRUCTIONS ARE DISTRIBUTED MERELY FOR
CONVENIENCE IN THE EVENT YOU CHOOSE TO FILE AN 83(b) ELECTION.  THEY SHOULD NOT BE RELIED UPON BY ANY PERSON
IN DECIDING WHETHER OR WHEN TO MAKE AN 83(b) ELECTION.  EACH PERSON SHOULD CONSULT HIS OR HER OWN TAX
ADVISOR REGARDING THESE MATTERS.  Step 1.
  
  Complete and execute
  the 83(b) Form found on page A-4 of this Exhibit A (the 83(b)
  Form).  Do not fill in the blank in
  paragraph 6, which relates to the fair market value of the property at the
  time of transfer.  Submit the 83(b)
  Form to the Corporation and ask that the Corporation insert the per share
  fair market value of the shares in paragraph 6 of the 83(b) Form.Step 2.
  
  Make four copies of the
  executed and completed 83(b) Form.Step 3.
  
  Mail to the Internal
  Revenue Service (a) the cover letter on page A-3 and (b) the original
  executed 83(b) Form on page A-4.  The
  tax, if any, arising out of your election does not have to be paid until you
  file your tax return for the taxable year in which you were awarded your
  Restricted Shares (except to the extent that withholding taxes or estimated
  taxes are payable).  The forms must be
  filed no later than 30 days following the Date of Award.  The 30-day deadline is
  absolute and cannot be waived under any circumstances.  The filing is deemed to be made on the date
  that the forms are mailed from the post office, i.e., the postmark date.  Mail the forms by registered or certified
  mail, return receipt requested, so that you have proof that you filed the
  forms within the 30-day period.  If you
  miss the deadline, you will be taxed on your Restricted Shares as they vest
  (i.e., are no longer be subject to the forfeiture provisions) based on the
  value of the Restricted Shares at that time. 
  You should seek local tax advice on whether you must make a separate
  filing with your state of residence.  A-1


Step 4.
  
  Mail or submit a copy
  of the filing to the Corporation on the same day that you file the 83(b)
  Form, and make sure that you retain copies of the forms for your records and
  for filing with your tax returns (see Step 5).Step 5.
  
  File copies of the forms with your U.S. federal tax
  (and state tax, if appropriate) returns for the taxable year in which you
  were awarded your Restricted Shares.  A-2


[Name of Offeree]
[Offerees Address]  [Date]  VIA CERTIFIED MAIL  Return Receipt Requested Receipt [enter receipt # here]  Internal Revenue Service Center [Appropriate IRS center address]  Re:          Election Under Section 83(b) of
the Internal Revenue Code  Ladies and Gentlemen:  Enclosed
please find an executed form of election under Section 83(b) of the
Internal Revenue Code of 1986 relating to the issuance of
                    
shares of XPLORE TECHNOLOGIES CORP. Common Stock.  Also
enclosed is a copy of the 83(b) election and a stamped, self-addressed
envelope.  Please acknowledge receipt of
these materials by stamping the enclosed copy of the 83(b) election with
the date of receipt and returning it to me.  Thank
you for your attention to this matter.  Very truly yours,   [Name of Offeree]  Enclosures  cc:  Xplore
Technologies Corp. w/ encs.  A-3


SECTION 83(b) ELECTION  This statement is being made under Section 83(b) of
the Internal Revenue Code of 1986, as amended, pursuant to Treasury Regulation
section 1.83-2.  1.             The taxpayer who performed the
services is:  Name of Offeree:  Offerees Address:  Offerees Social
Security Number:  2.             The property with respect to which
the election is being made is
                           shares
of common stock of XPLORE TECHNOLOGIES CORP., a Delaware corporation (the Corporation).  3.             The property was transferred on
                              ,
20    .  (Date of
Award)  4.             The taxable year in which the
election is being made is the calendar year 20    .  5.             If for any reason the taxpayers
service with the Corporation is terminated, the property is subject to
forfeiture to the Corporation.  The
forfeiture condition lapses on March 31, 2010.  6.             The Fair Market Value of the
property at the time of transfer (determined without regard to any restriction
other than a restriction which by its terms will never lapse) is
$              
per share.  7.             The property was acquired in
consideration for past services rendered to the issuer.  8.             A copy of this statement was
furnished to the Corporation for whom the taxpayer rendered the service
underlying the transfer of property.  9.             This statement is executed as of
                                      ,
20    .   Spouse (if any)
  
  [Name of Offeree]: 
  Taxpayer  A-4


XPLORE
TECHNOLOGIES CORP. 2009
STOCK INCENTIVE PLAN  RESTRICTED
SHARE AGREEMENT  EXHIBIT B  JOINT ESCROW INSTRUCTIONS
                    ,
20  To Secretary
XPLORE TECHNOLOGIES CORP. 
[Address of Corporation]  Dear Sir or Madam:  As
Escrow Agent for XPLORE TECHNOLOGIES CORP. (the Corporation), and [Name of
Offeree] (Offeree), you are authorized and directed to hold the Assignment
Separate from Certificate form(s) executed by Offeree and the certificate(s) of
stock representing Offerees unvested shares acquired in accordance with the
terms of the Restricted Share Agreement (the Agreement) entered into between
the Corporation and Offeree, in accordance with the following instructions:  (i)            In
the event that the unvested shares are forfeited pursuant to the forfeiture
provisions of the Agreement, Offeree and the Corporation hereby irrevocably
authorize and direct you to close the transaction contemplated, and to promptly
deliver the stock certificates.  (ii)           Upon
a forfeiture, you are directed (a) to date the Assignment Separate from
Certificate form(s) necessary for the transfer in question, (b) to
fill in the number of shares being transferred, and (c) to deliver the
form(s), together with the certificate or certificates evidencing the shares to
be transferred, to the Corporation.  The
Corporation shall make no payment to you for the shares that are forfeited
pursuant to the Forfeiture Condition.  (iii)          Offeree
irrevocably authorizes the Corporation to deposit with you any certificates
evidencing shares to be held by you under this letter and any additions and
substitutions to the shares as defined in the Agreement.  Offeree irrevocably appoints you as his or
her attorney-in-fact and agent for the term of this escrow to execute, with
respect to the shares of stock, all documents necessary or appropriate to make
such securities negotiable and to complete any transaction contemplated by
these Joint Escrow Instructions.  Subject
to the provisions of this paragraph (iii) and the Agreement, Offeree shall
exercise all rights and privileges, including but not limited to, the right to
vote and to receive ordinary cash dividends (if any), of a stockholder of the
Corporation while the shares are unvested and held by you.  B-1


(iv)          In
accordance with the terms of the Agreement, you may, from time to time, deliver
to Offeree a certificate or certificates representing shares that are no longer
unvested and subject to forfeiture under the Agreement.  (v)           This
escrow shall terminate upon the release of all shares held under the terms and
provisions hereof.  (vi)          If
at the time of termination of this escrow you should have in your possession
any documents, securities or other property belonging to Offeree, you shall
deliver them to Offeree and shall be discharged from all further obligations
under these Joint Escrow Instructions.  (vii)         Your
duties under these Joint Escrow Instructions may be altered, amended, modified
or revoked only by a writing signed by all of the parties.  (viii)        You
shall be obligated to perform the duties described in these Joint Escrow
Instructions and shall be protected in relying or refraining from acting on any
instrument reasonably believed by you to be genuine and to have been signed or
presented by the proper party or parties. 
You shall not be personally liable for any act or omission as Escrow
Agent or as attorney-in-fact of Offeree while acting in good faith and in the
exercise of your own good judgment, and any act or omission by you pursuant to
the advice of your own attorneys shall be conclusive evidence of such good
faith.  (ix)           You
are expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or corporation, excepting only orders or
process of courts of law, and are expressly authorized to comply with and obey
orders, judgments or decrees of any court. 
In case you obey or comply with any such order, judgment or decree of
any court, you shall not be liable to any of the parties under these Joint
Escrow Instructions or to any other person, firm or corporation by reason of
such compliance, notwithstanding any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.  (x)            You
shall not be liable in any respect on account of the identity, authority or
rights of the parties executing or delivering or purporting to execute or
deliver the Agreement or any documents or papers deposited or called for under
these Joint Escrow Instructions.  (xi)           You
shall not be liable for the outlawing of any rights under any statute of
limitations with respect to these Joint Escrow Instructions or any documents
deposited with you.  (xii)          You
shall be entitled to employ such legal counsel and other experts as you may
deem necessary properly to advise you in connection with your obligations under
these Joint Escrow Instructions and may rely upon the advice of such counsel.  (xiii)         Your
responsibilities as Escrow Agent under these Joint Escrow Instructions shall
terminate if you shall cease to be employed by the Corporation or if you shall
resign by written  B-2


notice of each party.  In the
event of any such termination, the Corporation shall appoint any officer of the
Corporation as successor Escrow Agent.  (xiv)        If
you reasonably require other or further instruments in connection with these
Joint Escrow Instructions or obligations under these Joint Escrow Instructions,
the parties shall furnish such instruments.  (xv)         It
is understood and agreed that should any dispute arise with respect to the
delivery and/or ownership or right of possession of the securities held by you
under these Joint Escrow Instructions, you are authorized and directed to
retain in your possession without liability to anyone all or any part of the
securities until the dispute is settled either by mutual written agreement of
the parties or by a final order, decree or judgment of a court of competent jurisdiction
after the time for appeal has expired and no appeal has been perfected.  You are under no duty whatsoever to institute
or defend against any such proceedings.  (xvi)        Any
notice required or permitted under these Joint Escrow Instructions shall be given
in writing and will be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by registered or certified mail with
postage and fees prepaid, addressed to each of the other parties.  (xvii)       By
signing these Joint Escrow Instructions, you become a party only for the
purpose of these Joint Escrow Instructions; you do not become a party to the
Agreement.  (xviii)      This
instrument shall be governed by and construed in accordance with the laws of
the State of Delaware.  (xix)         This
instrument shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.  Very truly yours,XPLORE TECHNOLOGIES
  CORP.ByItsESCROW AGENT:
  
  [Name of Offeree]
  (PURCHASER)Signature
  
  Signature  B-3


XPLORE
TECHNOLOGIES CORP. 2009
STOCK INCENTIVE PLAN  RESTRICTED
SHARE AGREEMENT  EXHIBIT C  ASSIGNMENT SEPARATE FROM CERTIFICATE  FOR
VALUE RECEIVED, [Name of Offeree] sells, assigns and transfers to XPLORE
TECHNOLOGIES CORP. (the Corporation) or its assignee [print the number of
shares] ([# of shares]) shares of the Common Stock of the Corporation (the Shares),
standing in his or her name on the books of the Corporation represented by
Certificate No.                     
and irrevocably constitutes and appoints [Name/Title of Escrow Agent] as
Attorney to transfer the Shares on the books of the Corporation with full power
of substitution in the premises.  Dated: 
                            ,
        .  [NAME OF PURCHASER](Signature)  Spousal
Consent (if applicable)  (Offerees spouse) indicates by the execution of this Assignment his or her
consent to be bound by the terms herein as to his or her interests, whether as
community property or otherwise, if any, in the Shares.  Printed NameSignature  INSTRUCTIONS: 
PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE.  THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE
THE CORPORATION TO EXERCISE ITS RIGHTS UPON A FORFEITURE AS SET FORTH IN THE
RESTRICTED SHARE AGREEMENT WITHOUT REQUIRING ADDITIONAL SIGNATURES.  C-1