2000 Stock Incentive Plan




 Exhibit 10.60 
  
 TRX, INC. 
  
 2000 STOCK INCENTIVE PLAN 








 TRX, INC. 
 2000 STOCK INCENTIVE PLAN 
  
 ARTICLE 1 
 Purpose 
  
 1.1 General Purpose. The purpose of this Plan is to further the growth and development of the Company by encouraging employees and nonemployee
Directors to obtain a proprietary interest in the Company by owning its stock. The Company intends that the Plan will provide such persons with an added incentive to continue in the employ of the Company and will stimulate their efforts in promoting
the growth, efficiency and profitability of the Company. The Company also intends that the Plan will afford the Company a means of attracting to its service persons of outstanding quality. 
  
 1.2 Intended Tax Effects of Stock Rights. It is intended that part of
the Plan qualify as an ISO (as hereinafter defined) plan and that any option granted in accordance with such portion of the Plan qualify as an ISO (as hereinafter defined), all within the meaning of Code §422. The tax effects of any NQSO
granted hereunder should be determined under Code §83. 
  
 ARTICLE 2 
 Definitions 
  
 The following words and phrases as used in this Plan shall have the meanings set forth in this Article unless a different meaning is clearly required by
the context: 
  
 2.1 1933 Act shall mean the Securities
Act of 1933, as amended. 
  
 2.2 1934 Act shall mean the
Securities Exchange Act of 1934, as amended. 
  
 2.3 Board
shall mean the Board of Directors of the Company. 
  
 2.4
Cause shall mean any act by an individual of fraud or dishonesty (whether or not in connection with the Company’s business), competing with the business of the Company either directly or indirectly, the breach of any provision of any
employment contract with the Company, failure to comply with the decisions of the Company, failure to discharge a duty of loyalty to the Company, or any other matter constituting “good cause” under the laws of the State of Georgia.

  
 2.5 Change of Control shall mean the occurrence of any
one of the following events: 
  
 (a)
Acquisition By Person of Substantial Percentage. The acquisition by a Person (including “affiliates” and “associates” of such Person, but excluding the Company, any “parent” or “subsidiary” of the
Company, or any employee benefit plan of the Company or of any “parent” or “subsidiary” of the Company) of a sufficient number of shares of the Common Stock, or securities convertible into the Common Stock, and 









 
whether through direct acquisition of shares or by merger, consolidation, share exchange, reclassification of securities or recapitalization of or involving
the Company or any “parent” or “subsidiary” of the Company, to constitute the Person the actual or beneficial owner of 50 percent or more of the Common Stock; 
  
 (b) Disposition of Assets. Any sale, lease, transfer, exchange, mortgage, pledge or other
disposition, in one transaction or a series of transactions, of all or substantially all of the assets of the Company to a Person described in subsection (a) above; or 
  
 (c) Substantial Change of Board Members. During any consecutive twenty-four (24) month period,
individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in
advance by a majority of the directors in office at the beginning of the 24-month period. 
  
 For purposes of this Section, the terms “affiliate,” “associate,” “parent” and “subsidiary” shall have the respective meanings ascribed to such terms in Rule 12b-2 under Section
12 of the 1934 Act. 
  
 2.6 Code shall mean the Internal
Revenue Code of 1986, as amended. 
  
 2.7 Committee shall
mean the committee appointed by the Board to administer and interpret the Plan in accordance with Article 3 below. 
  
 2.8 Common Stock shall mean the common stock of the Company. 
  
 2.9 Company shall mean TRX, Inc. and its successors. 
  
 2.10 Director shall mean any individual who is serving as a member of the Board of Directors of the Company.

  
 2.11 Disability shall mean, with respect to an
individual, the total and permanent disability of such individual, as determined by the Company’s long-term disability insurance carrier, so that such individual is eligible to receive benefits under the Company’s long-term disability
insurance plan, or if no such plan is applicable, an individual’s inability (with or without accommodation) to engage in the essential functions of his or her duties due to a medically-determinable physical or mental impairment, illness or
injury, which can be expected to result in death or to be of long-continued and indefinite duration. 
  
 2.12 Effective Date shall mean January 1, 2000, subject to shareholder approval. 
  
 2.13 Fair Market Value of the Common Stock as of a date of determination shall mean the following: 
  
 (a) Stock Listed and Shares Traded. If the Common
Stock is listed and traded on a national securities exchange (as such term is defined by the 1934 Act) or on the NASDAQ National Market System on the date of determination, the Fair Market Value 









 
per share shall be the closing price of a share of the Common Stock on the national securities exchange or National Market System on the business day
immediately preceding the date of determination. If the Common Stock is traded in the over-the-counter market, the Fair Market Value per share shall be the average of the closing bid and asked prices on the business day immediately preceding the
date of determination. 
  
 (b) Stock Listed
But No Shares Traded. If the Common Stock is listed on a national securities exchange or on the National Market System but no shares of the Common Stock are traded on the date of determination but there were shares traded on dates within a
reasonable period before the date of determination, the Fair Market Value shall be the closing price of the Common Stock on the most recent date before the date of determination. If the Common Stock is regularly traded in the over-the-counter market
but no shares of the Common Stock are traded on the date of determination (or if records of such trades are unavailable or burdensome to obtain) but there were shares traded on dates within a reasonable period before the date of determination, the
Fair Market Value shall be the average of the closing bid and asked prices of the Common Stock on the most recent date before the date of determination. 
  
 (c) Stock Not Listed. If the Common Stock is not listed on a national securities exchange or on the National Market System and is
not regularly traded in the over-the-counter market, then the Committee shall determine the Fair Market Value of the Common Stock from all relevant available facts, which may include any recent sales and purchases of such Common Stock to the extent
they are representative. 
  
 The Committee’s determination of
Fair Market Value, which shall be made pursuant to the foregoing provisions, shall be final and binding for all purposes of this Plan. 
  
 2.14 ISO shall mean an incentive stock option within the meaning of Code §422(b). 
  
 2.15 NQSO shall mean a nonqualified option to which Code §421
(relating generally to certain ISO and other options) does not apply. 
  
 2.16 Option shall mean ISO’s and NQSO’s, as applicable, granted to individuals pursuant to the terms and provisions of this Plan. 
  
 2.17 Option Agreement shall mean a written agreement, executed and dated by the Company and an Optionee, evidencing
an Option granted under the terms and provisions of this Plan, setting forth the terms and conditions of such Option, and specifying the name of the Optionee and the number of shares of stock subject to such Option. 
  
 2.18 Option Price shall mean the purchase price of the shares of
Common Stock underlying an Option. 
  
 2.19 Optionee shall
mean an individual who is granted an Option pursuant to the terms and provisions of this Plan. 
  
 2.20 Person shall mean any individual, organization, corporation, partnership or other entity. 








 2.21 Plan shall mean this TRX, Inc. 2000 Stock Incentive Plan. 
  
 ARTICLE 3 
 Administration 
  
 3.1 General Administration. The Plan shall be administered and interpreted by the Committee. Subject to the express provisions of the Plan, the Committee shall have authority to interpret the Plan, to
prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of the Option Agreements by which Options shall be evidenced (which shall not be inconsistent with the terms of the Plan), and to make all
other determinations necessary or advisable for the administration of the Plan, all of which determinations shall be final, binding and conclusive. 
  
 3.2 Appointment. The Board shall appoint the Committee from among its nonemployee members to serve at the pleasure of the Board. The Board from
time to time may remove members from, or add members to, the Committee and shall fill all vacancies thereon. The Committee at all times shall be composed of two or more directors who shall meet the following requirements: 
  
 (a) Disinterested Administration Rule. During the
period any director is serving on the Committee and during the 1-year period immediately preceding the commencement of such service, he shall not be or have been granted or awarded any Option or other equity securities of the Company under the Plan
(or any other discretionary stock plan of the Company or any Company affiliate as defined by Rule144(a)(1) of the 1933 Act). Notwithstanding the preceding sentence, a member of the Committee may participate during such period in (A) a formula plan,
(B) an ongoing securities acquisition program with broad-based employee participation, and/or (C) a program to elect to receive all or part of his annual retainer in equity securities of the Company, all as defined and limited by Rule 16b-3
promulgated under Section 16 of the 1934 Act. The requirements of this subsection are intended to comply with the “disinterested administration rule” of Rule 16b-3 under Section 16 of the 1934 Act or any successor rule or regulation, and
shall be interpreted and construed in a manner which assures compliance with said Rule. To the extent said Rule 16b-3 is modified to reduce or increase the restrictions on who may serve on the Committee, the Plan shall be deemed modified in a
similar manner. 
  
 (b) Outside Director Rule.
No director serving on the Committee may be a current employee of the Company or a former employee of the Company (or any corporation affiliated with the Company under Code §1504) receiving compensation for prior services (other than
benefits under a tax-qualified retirement plan) during each taxable year during which the director serves on the Committee. Furthermore, no director serving on the Committee shall be or have ever been an officer of the Company (or any Code
§1504 affiliated corporation), or shall be receiving remuneration (directly or indirectly) from such a corporation in any capacity other than as a director. The requirements of this subsection are intended to comply with the “outside
director” requirements of Treas. Reg. §1.162-27(e)(3) or any successor regulation, and shall be interpreted and construed in a manner which assures compliance with the “outside” director requirement of Code §162(m)(4)(C)(i).










 3.3 Organization. The Committee may select one of its members as its chairman and shall hold its
meetings at such times and at such places as it shall deem advisable. A majority of the Committee shall constitute a quorum, and such majority shall determine its actions. The Committee shall keep minutes of its proceedings and shall report the same
to the Board at the meeting next succeeding. 
  
 3.4 Delegation
by Committee. Unless prohibited by applicable law or the rules of an applicable stock exchange, the Committee may allocate all or some of its responsibilities and powers to any one or more of its members. The Committee may revoke any such
allocation or delegation at any time. The Committee delegates the authority to grant Options of up to 10,000 shares each to nonofficer employees to the Company’s Chief Executive Officer, which grants shall be subject to approval by the
Committee at its next following meeting. The Committee delegates to the Company’s Corporate Secretary the authority to document any and all grants and awards made by the Committee under the Plan 
  
 3.5 Indemnification. In addition to such other rights of
indemnification as they have as directors or as members of the Committee, the members of the Committee, to the extent permitted by applicable law, shall be indemnified by the Company against reasonable expenses (including, without limitation,
attorneys’ fees) actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal, to which they or any of them may be a party by reason of any action taken or failure to act
under or in connection with the Plan or any Options granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved to the extent required by and in the manner provided by the articles or
certificate of incorporation or the bylaws of the Company relating to indemnification of directors) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged
in such action, suit or proceeding that such Committee member or members did not act in good faith and in a manner he or they reasonably believed to be in or not opposed to the best interest of the Company. 
  
 ARTICLE 4 
 Stock 
  
 The stock subject to the Options and other provisions of the Plan shall be authorized but unissued or reacquired shares of Common Stock. Subject to readjustment in accordance with the provisions of Article 7, the total number of shares of
Common Stock which may be granted to, or for which Options may be granted to, persons participating in the Plan shall not exceed in the aggregate 1,300,000 shares of Common Stock. Notwithstanding the foregoing, shares of Common Stock allocable to
the unexercised portion of any expired or terminated Option again may become subject to Options under the Plan. 








 ARTICLE 5 
 Eligibility to Receive and Grant of Options 
  
 5.1 Individuals Eligible for Grants of Options. The individuals eligible to receive Options hereunder shall be (i) employees of the Company who are in “good standing” (as defined below), including
such employees who are also members of the Board of the Company, (ii) any nonemployee Directors of the Company, (iii) any key management employees of companies related to the Company (even if those companies are not within the same controlled group
of corporations as the Company), and (iv) any consultants and/or advisors who are providing services to the Company and are designated by the Committee to receive Options under the Plan; provided, however, that only employees of the Company and its
“parent” or “subsidiary” corporations within the meaning of subsections (e) and (f) of Code §424 shall be eligible to receive ISO’s. For purposes of this provision, an employee is in “good standing” if he has
an executed employment contract with the Company in force and/or he has a Restrictive Covenant Agreement with the Company in force. 
  
 5.2 Grants of Options. Subject to the provisions of the Plan, the Committee shall have the authority and sole discretion to determine and
designate, from time to time, those individuals (from among the individuals eligible for a grant of Options under the Plan pursuant to Section 5.1 above) to whom Options will actually be granted, the Option Price of the shares covered by any Options
granted, the manner in and conditions under which Options are exercisable (including, without limitation, any limitations or restrictions thereon), and the time or times at which Options shall be granted. In making such determinations, the Committee
may take into account the nature of the services rendered by the respective employees to whom Options may be granted, their present and potential contributions to the Company’s success and such other factors as the Committee, in its sole
discretion, shall deem relevant. In its authorization of the granting of an Option hereunder, the Committee shall specify the name of the Optionee, the number of shares of stock subject to such Option and whether such Option is an ISO or a NQSO. The
Committee may grant, at any time, new Options to an Optionee who previously has received Options, whether such Options include prior Options that still are outstanding, previously have been exercised in whole or in part, have expired or are canceled
in connection with the issuance of new Options. No individual shall have any claim or right to be granted Options under the Plan unless such claim or right has been expressly provided in a contract executed by the Company. 
  
 5.3 Limitation on Exercisability of ISO’s. Notwithstanding
anything herein to the contrary, the aggregate Fair Market Value of ISO’s which are granted to any employee under the Plan or any other stock option plan adopted by the Company that are first exercisable in any one calendar year shall not
exceed $100,000. The Committee shall interpret and administer the limitations set forth in this Section in accordance with Code §422(d). 
  
 5.4 Restriction on Grant of Stock Options. No more than 500,000 shares of Common Stock may be made subject to Options granted during a calendar
year to any one individual. 








 ARTICLE 6 
 Terms and Conditions of Options 
  
 Options granted hereunder and Option Agreements shall comply with and be subject to the following terms and conditions: 
  
 6.1 Requirement of Option Agreement. Upon the grant of an Option hereunder, the Committee shall prepare (or cause to be prepared) an Option
Agreement. The Committee shall present such Option Agreement to the Optionee, Upon execution of such Option Agreement by the Optionee, such Option shall be deemed to have been granted effective as of the date of grant. The failure of the Optionee to
execute the Option Agreement within 30 days after the date of the receipt of same shall render the Option Agreement and the underlying Option null and void ab initio. 
  
 6.2 Optionee and Number of Shares. Each Option Agreement shall state the name of the Optionee and the total number of
shares of the Common Stock to which it pertains, the Option Price, and the date as of which the Option was granted under this Plan. 
  
 6.3 Exercisability. Unless otherwise specified by the Committee in the Option Agreement, an Option shall first become exercisable with respect to
such portions of the shares subject to such Option as are specified in the schedule set forth hereinbelow: 
  
 (a) Commencing as of the first anniversary of the date the Option is granted, the Optionee shall have the right to exercise the Option
with respect to, and to thereby purchase, 20% of the shares subject to such Option. Prior to said date, the Option shall be unexercisable in its entirety. 
  
 (b) Commencing as of the second anniversary of the date the Option is granted, the Optionee shall have the right to exercise the Option
with respect to, and to thereby purchase, an additional 20% of the shares subject to the Option. 
  
 (c) Commencing as of the third anniversary of the date the Option is granted, the Optionee shall have the right to exercise the Option
with respect to, and to thereby purchase, an additional 20% of the shares subject to the Option. 
  
 (d) Commencing as of the fourth anniversary of the date the Option is granted, the Optionee shall have the right to exercise the Option
with respect to, and to thereby purchase, an additional 20% of the shares subject to the Option. 
  
 (e) Commencing as of the fifth anniversary of the date the Option is granted, the Optionee shall have the right to exercise the Option
with respect to, and to thereby purchase, the remainder of the shares subject to such Option. 
  
 (f) Notwithstanding subsections (a) through (e) above, any Options previously granted to an Optionee shall become immediately exercisable
for 100% of the number of shares subject to the Options upon the Optionee’s becoming Disabled or upon his death or upon a Change in Control of the Company. 








 Other than as provided above, if an Optionee ceases to be an employee of the Company or a company with ownership related
to the Company, his rights with regard to all then unexercisable Options shall cease immediately. 
  
 6.4 Option Price. The Option Price of the shares of Common Stock underlying each Option shall be the Fair Market Value of the Common Stock on the
date the Option is granted, unless otherwise determined by the Committee; provided, in no event shall the Option Price of any ISO be less than 100% (110% in the case of ISO’s of Optionees who own more than ten percent of the voting power of all
classes of stock of either the Company or any “parent” or “subsidiary” corporation of the Company (within the meaning of subsections (e) and (f) of Code §424)) of the Fair Market Value of the Common Stock on the date the
Option is granted. Upon execution of an Option Agreement by both the Company and Optionee, the date as of which the Committee granted the Option as specified in the Option Agreement shall be considered the date on which such Option is granted.

  
 6.5 Terms of Options. Subject to the provisions of
Section 6.9, terms of Options granted under the Plan shall commence on the date of grant and shall expire on such date as the Committee may determine for each Option; provided, in no event shall any Option be exercisable after ten years (five years
in the case of ISO’s granted to Optionees who own more than ten percent of the voting power of all classes of stock of either the Company or any parent or subsidiary) from the date the Option is granted. No Option shall be granted hereunder
after ten years from the earlier of the date the Plan is approved by the shareholders or the date the Plan is adopted by the Board. 
  
 6.6 Minimum Exercise. The exercise of an Option may be for less than the full number of shares of Common Stock subject to such Option, but such
exercise shall not be made for less than (i) 100 shares or (ii) the total remaining shares subject to such Option, if such total is less than 100 shares. Subject to the other restrictions on exercise set forth herein, the unexercised portion of an
Option may be exercised at a later date by the Optionee. 
  
 6.7
Method of Exercise. All Options granted hereunder shall be exercised by written notice directed to the Secretary of the Company at its principal place of business or to such other person as the Committee may direct. Each notice of exercise
shall identify the Option which the Optionee is exercising (in whole or in part) and shall be accompanied by payment of the Option Price for the number of shares specified in such notice and by any documents required by Section 8.1. The Company
shall make delivery of such shares within a reasonable period of time; provided, if any law or regulation requires the Company to take any action (including, but not limited to, the filing of a registration statement under the 1933 Act and causing
such registration statement to become effective) with respect to the shares specified in such notice before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to take such action. For Options
which are ISO’s, written statements shall be furnished to the Optionee in accordance with Code §6039 on or before January 31 of the year following the year in which the Option was exercised. See Treas. Reg. §§1.6039-1 and
-2, and 301.6039-1. 








 6.8 Medium and Time of Payment. 
  
 (a) The Option Price shall be payable upon the exercise of the Option in an amount equal to the number of
shares then being purchased times the per share Option Price. Payment shall be made in cash or by any other method of payment determined acceptable by the Committee (including stock tenders and broker-assisted cashless exercises). 
  
 (b) In addition to the payment of the purchase price of the
shares then being purchased, an Optionee also shall pay in cash an amount equal to the amount, if any, which the Company at the time of exercise is required to withhold under the income tax or Federal Insurance Contribution Act tax withholding
provisions of the Code, of the income tax laws of the state of the Optionee’s residence, and of any other applicable law. 
  
 6.9 Effect of Termination of Employment, Disability or Death. Except as provided in subsections (a), (b) and (c) below, no Option shall be
exercisable unless the Optionee thereof shall have been an employee of the Company (or its related company) from the date of the granting of the Option until the date of exercise; provided, the Committee, in its sole discretion, may waive the
application of this Section with respect to any NQSO’s granted hereunder and, instead, may provide a different expiration date or dates in a NQSO Option Agreement. 
  
 (a) Termination of Employment. In the event an Optionee ceases to be an employee of the Company (or
its related company) or ceases to provide consulting or advisory services for the Company for any reason other than death or Disability, any Option or unexercised portion thereof granted to him shall terminate on and shall not be exercisable after
the earliest to occur of (i) the expiration date of the Option, (ii) thirty days after termination of employment or services, or (iii) the date on which the Company gives notice to such Optionee of termination of employment if employment is
terminated by the Company for Cause. Notwithstanding the foregoing, in the event that an Optionee’s employment or service terminates for a reason other than death or Disability at any time after a Change of Control, the term of all Options of
that Optionee shall be extended through the end of the three-month period immediately following the date of such termination; provided, this extension shall apply to ISO’s only to the extent it does not cause the term of such ISO’s to
exceed the maximum term permitted under Code §422 or does not cause such ISO’s to lose their status as ISO’s. Prior to the earlier of the dates specified in the preceding sentences of this subsection (a), the Option shall be
exercisable only in accordance with its terms and only for the number of shares exercisable on the date of termination of employment or service. The question of whether an authorized leave of absence or absence for military or government service or
for any other reason shall constitute a termination of employment for purposes of the Plan shall be determined by the Committee, which determination shall be final and conclusive. 
  
 (b) Disability. Upon the termination of an Optionee’s employment due to Disability, any Option
or unexercised portion thereof granted to him which is otherwise exercisable shall terminate on and shall not be exercisable after the earlier to occur of (i) the expiration date of such Option, or (ii) the date one (1) year after the date on which
such Optionee ceases to be an employee of the Company due to Disability. Prior to the 









 
earlier of such date, such Option shall be exercisable only in accordance with its terms and only for the number of shares exercisable on the date such
Optionee’s employment ceases due to Disability. 
  
 (c) Death. In the event of the death of the Optionee (i) while he is an employee of the Company, (ii) within thirty days after the date on which such Optionee’s employment terminated (for a reason other than Cause) as provided
in subsection (a) above, or (iii) within one (1) year after the date on which such Optionee’s employment terminated due to his Disability as provided in subsection (b), any Option or unexercised portion thereof granted to him which is otherwise
exercisable may be exercised by the executor or administrator of his estate at any time prior to the expiration of one year from the date of death of such Optionee, but in no event later than the date of expiration of the option period. Such
exercise shall be effected pursuant to the terms of this Section as if such executor or administrator is the named Optionee. 
  
 6.10 Restrictions on Transfer and Exercise of Options. No Option shall be assignable or transferable by the Optionee except by will or by the laws
of descent and distribution, except that the Committee may approve transfers to one of the Optionee’s immediate family members, a trust (with beneficiaries of only immediate family members), or a family limited partnership (with general and
limited partners of only immediate family members). An Option shall be exercisable only by the Optionee; provided, however, that in the event the Optionee is incapacitated and unable to exercise Options, such Options may be exercised by such
Optionee’s legal guardian or other representative whom the Committee deems appropriate based on applicable facts and circumstances; and provided further, if the Optionee has assigned or transferred an Option (with the Committee’s consent),
that Option may be exercised by the transferee. 
  
 6.11 Rights
and Obligations as a Shareholder. An Optionee shall have no rights as a shareholder with respect to shares covered by his Option until date of the issuance of the shares to him and only after the Option Price of such shares is fully paid. Unless
specified in Article 8, no adjustment will be made for dividends or other rights for which the record date is prior to the date of such issuance. Upon exercise of an Option, the Optionee shall be required to execute a shareholder’s agreement
with the Company and shall be subject to the provisions of such agreement pertinent to the Company’s rights of first refusal and buy-back provisions. 
  
 6.12 No Obligation to Exercise Option. The granting of an Option shall impose no obligation upon the Optionee to exercise such Option. 

 
 6.13 Acceleration. The Committee shall at all times have the power
to accelerate the exercisability of Options previously granted under this Plan. 
  
 6.14 Designation of Option as ISO or NQSO. Subject to the provisions of this Article, each Option granted under the Plan shall be designated either as an ISO or a NQSO. An Option Agreement evidencing both an
ISO and a NQSO shall identify clearly the status and terms of each Option. 








 6.15 ISO’s Converted to NQSO’s. In the event any part or all of an Option granted under
the Plan which is intended to be an ISO at any time fails to satisfy all of the requirements of an ISO, then such ISO shall be split into an ISO and NQSO so that the portion of the Option, if any, that still qualifies as an ISO shall remain an ISO
and the portion that does not qualify as an ISO shall become a NQSO. Such split of an Option into an ISO portion and a NQSO portion shall be evidenced by one or more Option Agreements, as long as each Option is identified clearly as to its status as
an ISO or NQSO. 
  
 ARTICLE 7 
 Formula Option Grants to Nonemployee Directors 
  
 7.1 Formula Grants. 
  
 (a) Existing Board Members at Time of an IPO. Upon an initial public offering of the Company’s Common Stock, each then
nonemployee member of the Board of Directors shall receive a NQSO for 15,000 shares of the Common Stock, at an exercise price equal to the initial public offering price of the Common Stock. 
  
 (b) Board Members Elected after IPO. Upon initial
election of a nonemployee to serve on the Company’s Board of Directors following the initial public offering of the Company’s Common Stock, he or she shall receive a NQSO for 15,000 shares of the Common Stock, at an exercise price equal to
the Fair Market Value of the Common Stock at the time of such election. 
  
 ARTICLE 8 
 Adjustments Upon Changes in Capitalization 
  
 8.1 Recapitalization. In the event that the outstanding shares of the Common Stock of the Company are hereafter
increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, reclassification, stock split, combination of shares or dividend payable in shares of
the Common Stock, the following rules shall apply: 
  
 (a) The Committee shall make an appropriate adjustment in the number and kind of shares available for the granting of Options under the Plan. 
  
 (b) The Committee also shall make an appropriate adjustment in the number and kind of shares as to which outstanding Options, or portions
thereof then unexercised, shall be exercisable; any such adjustment in any outstanding Options shall be made without change in the total price applicable to the unexercised portion of such Option and with a corresponding adjustment in the Option
Price per share. No fractional shares shall be issued or optioned in making the foregoing adjustments, and the number of shares available under the Plan or the number of shares subject to any outstanding Options shall be the next lower number of
shares, rounding all fractions downward. 








 (c) Any adjustment to or assumption of ISO’s under this Section shall be made in
accordance with Code §424(a) and the regulations promulgated thereunder so as to preserve the status of such Options as ISO’s under Code §422. 
  

(d) If any rights or warrants to subscribe for additional shares are given prorata to holders of outstanding shares of
the class or classes of stock then set aside for the Plan, each Optionee shall be entitled to the same rights or warrants on the same basis as holders of the outstanding shares with respect to such portion of his Option as is exercised on or prior
to the record date for determining shareholders entitled to receive or exercise such rights or warrants. 
  
 8.2 Reorganization. Subject to any required action by the shareholders, if the Company shall be a party to any reorganization involving merger,
consolidation, acquisition of the Common Stock or acquisition of the assets of the Company (other than an initial public offering of the Common Stock) that does not constitute a Change in Control of the Company, the Committee, in its discretion, may
declare that: 
  
 (a) any Option granted but not
yet exercised shall pertain to and apply, with appropriate adjustment as determined by the Committee, to the securities of the resulting corporation to which a holder of the number of shares of the Common Stock subject to such Option would have been
entitled; 
  
 (b) any or all outstanding Options
granted hereunder shall become immediately nonforfeitable and fully exercisable (to the extent permitted under federal or state securities laws); and/or 
  
 (c) any or all Options granted hereunder shall become immediately nonforfeitable and fully exercisable (to the extent permitted under
federal or state securities laws) and are to be terminated after giving at least 30 days’ notice to the Optionees to whom such Options have been granted. 
  

8.3 Dissolution and Liquidation. If the Board adopts a plan of dissolution and liquidation that is approved by the shareholders of the Company,
the Committee shall give each Optionee written notice of such event at least ten days prior to its effective date, and the rights of all Optionees shall become immediately exercisable (to the extent permitted under federal or state securities laws).

  
 8.4 Limits on Adjustments. Any issuance by the Company
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, the number or price of shares of the Common Stock subject to any Option, except
as specifically provided otherwise in this Article. The grant of Options pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate or dissolve, or to liquidate, sell or transfer all or any part of its business or assets. All adjustments the Committee makes under this Article shall be conclusive. 








 ARTICLE 9 
 Agreement by Optionee and Securities Registration 
  
 9.1 Agreement. If, in the opinion of counsel to the Company, such action is necessary or desirable, no Options shall be granted to any Optionee, and no Option shall be exercisable, unless, at the time of grant
or exercise, as applicable, such Optionee (i) represents and warrants that he will acquire the Common Stock for investment only and not for purposes of resale or distribution, and (ii) makes such further representations and warranties as are deemed
necessary or desirable by counsel to the Company with regard to holding and resale of the Common Stock. The Optionee shall, upon the request of the Committee, execute and deliver to the Company an agreement or affidavit to such effect. Should the
Committee have reasonable cause to believe that such Optionee did not execute such agreement or affidavit in good faith, the Company shall not be bound by the grant of the Option or by the exercise of the Option. All certificates representing shares
of Common Stock issued pursuant to the Plan shall be marked with the following restrictive legend or similar legend, if such marking, in the opinion of counsel to the Company, is necessary or desirable: 
  
 THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THESE SHARES MAY NOT BE SOLD, HYPOTHECATED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND ANY APPLICABLE SECURITIES LAWS OR REGULATIONS OF ANY STATE WITH RESPECT TO SUCH SHARES, (II) IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 144, OR (III) UPON THE ISSUANCE TO THE CORPORATION OF A FAVORABLE
OPINION OF COUNSEL OR THE SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE CORPORATION THAT SUCH PROPOSED SALE, ASSIGNMENT, ENCUMBRANCE OR OTHER TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR ANY RULES OR REGULATIONS THEREUNDER. ANY ATTEMPTED TRANSFER OF THIS CERTIFICATE OR THE SHARES REPRESENTED HEREBY WHICH IS IN VIOLATION OF THE PRECEDING RESTRICTIONS WILL NOT BE RECOGNIZED BY
THE CORPORATION, NOR WILL ANY TRANSFEREE BE RECOGNIZED AS THE OWNER THEREOF BY THE CORPORATION. 
  
 If the Common Stock is (A) held by an Optionee who is not an “affiliate,” as that term is defined in Rule 144 of the 1933 Act, or who ceases to be an “affiliate,” or (B) registered under the 1933
Act and all applicable state securities laws and regulations as provided in Section 8.2, the Committee, in its discretion and with the advice of counsel, may dispense with or authorize the removal of the restrictive legend set forth above or the
portion thereof which is inapplicable. 
  
 9.2 Registration.
In the event that the Company in its sole discretion shall deem it necessary or advisable to register, under the 1933 Act or any state securities laws or regulations, any shares with respect to which Options have been granted hereunder, then the
Company shall 









 
take such action at its own expense before delivery of the shares to an Optionee. In such event, and if the shares of Common Stock of the Company shall be
listed on any national securities exchange or on NASDAQ at the time of the exercise of any Option, the Company shall make prompt application at its own expense for the listing on such stock exchange or NASDAQ of the shares of Common Stock to be
issued. 
  
 ARTICLE 10 
 Effective Date 
  
 The Plan shall be effective as of the Effective Date, and no Options shall be granted hereunder prior to said date. Adoption of the Plan shall be approved
by the shareholders of the Company within twelve (12) months after the adoption of the Plan by the Board. Shareholder approval shall be made by a majority of the votes cast at a duly held meeting at which a quorum representing a majority of all
outstanding voting stock is, either in person or by proxy, present and voting on the Plan, or by the written consent in lieu of a meeting of the holders of a majority of the outstanding voting stock or such greater number of shares of voting stock
as may be required by the Company’s articles or certificate of incorporation and bylaws and by applicable law. Failure to obtain such approval shall render the Plan and any Options granted hereunder null and void ab initio. 

 
 ARTICLE 11 
 Amendment and Termination 
  
 11.1 Amendment and Termination By the Board. Subject to Section 10.2 below, the Board shall have the power at any time to add to, amend, modify or repeal any of the provisions of the Plan, to suspend the
operation of the entire Plan or any of its provisions for any period or periods or to terminate the Plan in whole or in part. In the event of any such action, the Committee shall prepare written procedures which, when approved by the Board, shall
govern the administration of the Plan resulting from such addition, amendment, modification, repeal, suspension or termination. 
  
 11.2 Restrictions on Amendment and Termination. Notwithstanding the provisions of Section 10.1 above, the following restrictions shall apply to the
Board’s authority under Section 10.1 above: 
  
 (a) Prohibition Against Adverse Affects on Outstanding Options. No addition, amendment, modification, repeal, suspension or termination shall adversely affect, in anyway, the rights of the Optionees who have outstanding Options
without the consent of such Optionees; 
  
 (b)
Shareholder Approval Required for Certain Modifications. No modification or amendment of the Plan may be made without the prior approval of the shareholders of the Company if such modification or amendment would cause the applicable portions
of the Plan to fail to qualify as an ISO plan pursuant to Code §422, such modification or amendment would materially increase the number of securities which may be issued under the Plan, or such modification or amendment would 









 
materially modify the requirements as to eligibility for participation in the Plan. The preceding sentence shall be interpreted in accordance with the
provisions of paragraph (b)(2) of Rule 16b-3 of the 1934 Act. Shareholder approval shall be made by a majority of the votes cast at a duly held meeting at which a quorum representing a majority of all outstanding voting stock is, either in person or
by proxy, present and voting, or by the written consent in lieu of a meeting of the holders of a majority of the outstanding voting stock or such greater number of shares of voting stock as may be required by the Company’s articles or
certificate of incorporation and bylaws and by applicable law; provided, however, that for modifications described in clauses (ii), (iii) and (iv) above, such shareholder approval, whether by vote or by written consent in lieu of a meeting, must be
solicited substantially in accordance with the rules and regulations in effect under Section 14(a) of the 1934 Act as required by paragraph (b)(2) of Rule 16b-3 of the 1934 Act. 
  
 ARTICLE 12 
 Miscellaneous Provisions 
  
 12.1 Application
of Funds. The proceeds received by the Company from the sale of the Common Stock subject to the Options granted hereunder will be used for general corporate purposes. 
  
 12.2 Notices. All notices or other communications by an Optionee to the Committee pursuant to or in connection with
the Plan shall be deemed to have been duly given when received in the form specified by the Committee at the location, or by the person, designated by the Committee for the receipt thereof. 
  
 12.3 Term of Plan. Subject to the terms of Article 10, the Plan shall
terminate upon the later of (i) the complete exercise or lapse of the last outstanding Stock Right, or (ii) the last date upon which Options may be granted hereunder. 
  
 12.4 Compliance with Rule 16b-3 and Code Section 162(m). This Plan is intended to be in compliance with the
requirements of Rule 16b-3 as promulgated under Section 16 of the 1934 Act. In addition, this Plan is intended to be in compliance with the requirements for exemption of grants under Code Section 162(m). 
  
 12.5 Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Georgia. 
  
 12.6
Additional Provisions By Committee. The Option Agreements authorized under the Plan may contain such other provisions, including, without limitation, restrictions upon the exercise of an Option, as the Committee shall deem advisable.

  
 12.7 Plan Document Controls. In the event of any
conflict between the provisions of an Option Agreement and the Plan, the Plan shall control. 
  
 12.8 Gender and Number. Wherever applicable, the masculine pronoun shall include the feminine pronoun, and the singular shall include the plural. 








 12.9 Headings. The titles in this Plan are inserted for convenience of reference; they constitute
no part of the Plan and are not to be considered in the construction hereof. 
  
 12.10 Legal References. Any references in this Plan to a provision of law which is, subsequent to the Effective Date of this Plan, revised, modified, finalized or redesignated, shall automatically be deemed a
reference to such revised, modified, finalized or redesignated provision of law. 
  
 12.11 No Rights to Employment. Nothing contained in the Plan, or any modification thereof, shall be construed to give any individual any rights to employment with the Company or any parent or subsidiary
corporation of the Company. 
  
 12.12 Unfunded Arrangement.
The Plan shall not be funded, and except for reserving a sufficient number of authorized shares to the extent required by law to meet the requirements of the Plan, the Company shall not be required to establish any special or separate fund or to
make any other segregation of assets to assure the payment of any grant under the Plan. 
  
 IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officer, as of the 1st day of January, 2000. 

			
	TRX, INC.
		
	By:	 	 /s/ Timothy J. Severt


	 	 	Timothy J. Severt
	 	 	Executive Vice President-Administration


  
 ADOPTED BY
BOARD OF DIRECTORS ON JANUARY 13, 2000 
 APPROVED BY SHAREHOLDERS AS OF FEBRUARY 4, 2000