onvia2008equityplan.htm


    Exhibit 10.1

     

    ONVIA,
INC.

     

    2008
EQUITY INCENTIVE PLAN

     

    1. Purposes of the
Plan.  The purposes of this Onvia, Inc. 2008 Equity Incentive
Plan are to attract and retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to Employees and
Consultants of the Company and its Subsidiaries and to promote the success of
the Company’s business.  Awards under the Plan may include Options,
Stock Awards, Restricted Stock, Stock Units, Stock Appreciation Rights and other
incentives payable in shares of Common Stock.  Options granted under
the Plan may be incentive stock options (as defined under Section 422 of the
Code) or non-statutory stock options, as determined by the Administrator at the
time of grant of an option and subject to the applicable provisions of Section
422 of the Code, as amended, and the regulations promulgated
thereunder.

     

    2. Definitions.  Certain
capitalized terms used in the Plan have the meanings set forth in Appendix
I.

     

    3. Stock Subject to the
Plan.  Subject to the provisions of Section 15 of the Plan, the
maximum aggregate number of Shares that may be optioned and sold or awarded
under the Plan on or after September 5, 2008, is 357,275 shares of Common
Stock, plus any shares of Common Stock subject to outstanding Options under the
Plan as of September 5, 2008 that subsequently cease to be subject to such
Options (other than by reason of exercise or settlement of the Options to the
extent they are exercised for or settled in vested and non-forfeitable
Shares).  The Shares may be authorized, but unissued, or reacquired
Common Stock.  If an Option should expire or become unexercisable for
any reason without having been exercised in full, the unpurchased Shares that
were subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan.  In addition, any shares of
Common Stock, which are retained by the Company upon exercise of an Option in
order to satisfy the exercise price for such Option or any withholding taxes due
with respect to such an exercise of an Option or with respect to the grant,
vesting or distribution of any other Award shall be treated as not issued and
shall continue to be available under the Plan.  Shares repurchased by
the Company pursuant to any repurchase right which the Company may have shall
not be available for future grant under the Plan.

     

    Notwithstanding
anything in the Plan to the contrary, the Administrator may grant Substitute
Awards under the Plan.  Substitute Awards shall not reduce the number
of Shares authorized for issuance under the Plan. In the event that an Acquired
Entity has shares available for awards or grants under one or more preexisting
plans not adopted in contemplation of such acquisition or combination, then, to
the extent determined by the Administrator, the shares available for grant
pursuant to the terms of such preexisting plan (as adjusted, to the extent
appropriate, using the exchange ratio or other adjustment or valuation ratio or
formula used in such acquisition or combination to determine the consideration
payable to holders of common stock of the entities that are parties to such
acquisition or combination) may be used for Awards under the Plan and shall not
reduce the number of shares of Common Stock authorized for issuance under the
Plan; provided, however, that Awards using such available shares of Common Stock
shall not be made after the date awards or grants could have been made under the
terms of

     


    
      
         


      

      
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    such
preexisting plans, absent the acquisition or combination, and shall only be made
to individuals who were employees of the Acquired Entity prior to such
acquisition or combination.

     

    4. Administration of the
Plan

     

    (a) General.  The
Plan shall be administered by the Board or a Committee, or a combination
thereof, as determined by the Board.  The Plan may be administered by
different administrative bodies with respect to different classes of
Participants and, if permitted by the Applicable Laws, the Board may authorize
one or more Directors to grant Awards under the Plan.

     

    (b) Administration with Respect
to Reporting Persons.  With respect to Awards granted to
Reporting Persons and Named Executives, the Plan may (but need not) be
administered so as to permit such Awards to qualify for the exemption set forth
in Rule 16b-3 and, to the extent available under Applicable Laws, to qualify as
performance-based compensation under Section 162(m) of the Code.

     

    (c) Committee
Composition.  If a Committee has been appointed pursuant to
this Section 4, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board.  From time to time the
Board may increase the size of any Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new members in
substitution therefore, fill vacancies (however caused) and remove all members
of a Committee and thereafter directly administer the Plan, all to the extent
permitted by the Applicable Laws and, in the case of a Committee administering
the Plan pursuant to Section 4(b) above, to the extent permitted or required by
Rule 16b-3 and Section 162(m) of the Code.

     

    (d) Powers of the
Administrator.  Subject to the provisions of the Plan and in
the case of a Committee, the specific duties delegated by the Board to such
Committee, and subject to the approval of any relevant authorities, including
the approval, if required, of any Stock Exchange, the Administrator shall have
the authority, in its discretion:

     

    (i) to
determine the Fair Market Value of the Common Stock, in accordance with (t) of
Appendix I of the Plan;

     

    (ii) to select
the Consultants and Employees to whom Awards may from time to time be granted
hereunder;

     

    (iii) to
determine whether and to what extent Awards are granted hereunder;

     

    (iv) to
determine the number of shares of Common Stock to be covered by each such Award
granted hereunder;

     

    (v) to
approve forms of Award Agreement for use under the Plan;

     

    (vi) to
determine the terms and conditions of Awards, not inconsistent with the terms of
the Plan;

     


    
      
         


      

      
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    (vii) to
construe and interpret the terms of the Plan and Awards granted under the
Plan;

     

    (viii) to permit
the early exercise of any Option in exchange for Restricted Stock subject to a
right of repurchase; and

     

    (ix) in order
to fulfill the purposes of the Plan and without amending the Plan, to modify
grants of Awards to Participants who are foreign nationals or employed outside
the United States in order to recognize differences in local law, tax policies
or customs.

     

    (e) Effect of Administrator’s
Decision.  All decisions, determinations and interpretations of
the Administrator shall be final and binding on all Participants.

     

    (f) Limitation on
Administrator's Authority for Option or SAR Repricing.  In no
event, however, shall the Administrator have the right, without stockholder
approval, to (i) cancel or amend outstanding Options or SARs for the
purpose of repricing, replacing or regranting such Options or SARs with Options
or SARs that have a purchase or grant price that is less than the purchase or
grant price for the original Options or SARs except in connection with
adjustments provided in Section 15, or (ii) issue an Option or amend
an outstanding Option to provide for the grant or issuance of a new Option on
exercise of the original Option.

     

    5. Eligibility.

     

    (a) Recipients of
Grants.  Awards other than Incentive Stock Options may be
granted to Employees and Consultants.  Incentive Stock Options may be
granted only to Employees; provided however that Employees of Affiliates shall
not be eligible to receive Incentive Stock Options.  An Employee or
Consultant who has been granted an Award may, if he or she is otherwise
eligible, be granted additional Awards.

     

    (b) Type of
Option.  Each Option shall be designated in the Award Agreement
as either an Incentive Stock Option or a Nonstatutory Stock
Option.  However, notwithstanding such designations, to the extent
that the aggregate Fair Market Value of the Shares with respect to which Options
designated as Incentive Stock Options are exercisable for the first time by any
Optionee during any calendar year (under all plans of the Company or any Parent
or Subsidiary) exceeds One Hundred Thousand Dollars ($100,000), such excess
Options shall be treated as Nonstatutory Stock Options.  For purposes
of this Section 5(b), Incentive Stock Options shall be taken into account in the
order in which they were granted, and the Fair Market Value of the Shares
subject to an Incentive Stock Option shall be determined as of the date of the
grant of such Option.  Incentive Stock Options with respect to no more
than the number of shares of Common Stock available under the Plan as set forth
in Section 3 of the Plan shall be granted under the Plan on or after
September 5, 2008.

     

    (c) At-Will Employment
Relationship.  The Plan shall not confer upon any Participant
any right with respect to continuation of employment or consulting relationship
with the Company, nor shall it interfere in any way with such Participant’s
right or the Company’s right to terminate his or her employment or consulting
relationship at any time, with or without cause.

     


    
      
         


      

      
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    (d) Term of
Plan.  The amendment and restatement of the Amended and
Restated 1999 Stock Option Plan as the Onvia, Inc. 2008 Equity Incentive Plan
shall continue in effect for a term of ten (10) years from the earlier to occur
of its adoption by the Board or its approval by the stockholders of the Company
as described in Section 22 of the Plan.  In accordance with Section
422 of  the Code and Treasury Regulations §§1.422-2(b)(iii) and
1.422-2(c), the amendment and restatement of the Amended and Restated 1999 Stock
Option Plan as the Onvia, Inc. 2008 Equity Incentive Plan is intended to
constitute a new plan for purposes of the Incentive Stock Option rules under
Section 422 of the Code.  As a result, it is intended that Incentive
Stock Options may be granted within ten years from the earlier of the date this
Onvia, Inc. 2008 Equity Incentive Plan is adopted by the Board or the date it is
approved by stockholders.]

     

    6. Term of
Option.  The term of each Option shall be the term stated in
the Award Agreement; provided, however, that the term shall
be no more than ten (10) years from the date of grant thereof or such shorter
term as may be provided in the Award Agreement.  However, in the case
of an Incentive Stock Option granted to an Optionee who, at the time the Option
is granted, owns stock representing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Option shall be five (5) years from the date of
grant thereof or such shorter term as may be provided in the Award
Agreement.

     

    7. Limitation on Grants to
Employees.  Subject to adjustment as provided in
Section 15 below, the maximum number of Shares which may be subject to
Awards granted to any one Employee under the Plan for any fiscal year of the
Company shall be 300,000 Shares.

     

    8. Option Exercise Price and
Consideration.

     

    (a) The per
share exercise price for the Shares to be issued pursuant to exercise of an
Option shall be such price as is determined by the Administrator, but shall be
subject to the following:

     

    (i) In the
case of an Incentive Stock Option that is:

     

    (A) granted
to an Employee who, at the time of the grant of such Incentive Stock Option, is
a Ten Percent Holder, the per Share exercise price shall be no less than one
hundred ten percent (110%) of the Fair Market Value per Share on the date of
grant.

     

    (B) granted
to any other Employee, the per Share exercise price shall be no less than one
hundred percent (100%) of the Fair Market Value per Share on the date of
grant.

     

    (ii) In the
case of a Nonstatutory Stock Option, the per Share exercise price shall be no
less than 100% of the Fair Market Value on the date of grant.

     

    (iii) Notwithstanding
the foregoing, Options may be granted with a per Share exercise price other than
as required above pursuant to a merger or other corporate
transaction.

     


    
      
         


      

      
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    (iv) The
consideration to be paid for the Shares to be issued upon exercise of an Option,
including the method of payment, shall be determined by the Administrator (and,
in the case of an Incentive Stock Option, shall be determined at the time of
grant) and may consist entirely of (i) cash, (ii) check, (iii) at
the discretion of the Board, a promissory note, (iv) other Shares that have
a Fair Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which such Option shall be exercised,
(v) authorization for the Company to retain from the total number of Shares
as to which the Option is exercised that number of Shares having a Fair Market
Value on the date of exercise equal to the exercise price for the total number
of Shares as to which the Option is exercised, (vi) delivery of a properly
executed exercise notice together with such other documentation as the
Administrator and the broker, if applicable, shall require to effect an exercise
of the Option and delivery to the Company of the sale proceeds required to pay
the exercise price and any applicable income or employment taxes, (vii) any
combination of the foregoing methods of payment or (viii) such other
consideration and method of payment for the issuance of Shares to the extent
permitted under Applicable Laws.  In making its determination as to
the type of consideration to accept, the Administrator shall consider if
acceptance of such consideration may be reasonably expected to benefit the
Company.

     

    9. Exercise of
Option.

     

    (a) Procedure for Exercise;
Rights as a Stockholder.  Any Option granted hereunder shall be
exercisable at such times and under such conditions as determined by the
Administrator, including performance criteria with respect to the Company and/or
the Optionee, and as shall be permissible under the terms of the
Plan.

     

    An Option
may not be exercised for a fraction of a Share.

     

    An Option
shall be deemed to be exercised when written or electronic notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and the Company has
received full payment for the Shares with respect to which the Option is
exercised.  Full payment may, as authorized by the Board, consist of
any consideration and method of payment allowable under Section 9(b) of the
Plan.  Until the issuance (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company)
of the Shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option.  The issuance of Shares may be effected on a
noncertificated basis, to the extent not prohibited by Applicable Laws or the
applicable rules of any Stock Exchange.  No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 15 of the Plan.

     

    Exercise
of an Option in any manner shall result in a decrease in the number of Shares
that thereafter may be available, both for purposes of the Plan and for sale
under the Option, by the number of Shares as to which the Option is
exercised.

     

    (b) Termination of Employment or
Consulting Relationship.  Subject to Sections 10(c) and 10(d),
in the event of termination of an Optionee’s Continuous Status as an Employee or
Consultant with the Company, such Optionee may, but only within three
(3)

     


    
      
         


      

      
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    (c) months
(or such other period of time not less than thirty (30) days as is determined by
the Administrator, with such determination in the case of an Incentive Stock
Option being made at the time of grant of the Option and not exceeding three (3)
months) after the date of such termination (but in no event later than the
expiration date of the term of such Option as set forth in the Award Agreement),
exercise his or her Option to the extent that the Optionee was entitled to
exercise it at the date of such termination.  To the extent that
Optionee was not entitled to exercise the Option at the date of such
termination, or if Optionee does not exercise such Option to the extent so
entitled within the time specified herein, the Option shall
terminate.  No termination shall be deemed to occur and this Section
10(b) shall not apply if (i) the Optionee is a Consultant who becomes an
Employee or (ii) the Optionee is an Employee who becomes a
Consultant.

     

    (d) Disability of
Optionee.

     

    (i) Notwithstanding
the provisions of Section 10(b) above, in the event of termination of an
Optionee’s Continuous Status as an Employee or Consultant as a result of his or
her total and permanent disability (within the meaning of Section 22(e)(3) of
the Code), Optionee may, but only within twelve (12) months from the date of
such termination (but in no event later than the expiration date of the term of
such Option as set forth in the Award Agreement), exercise the Option to the
extent otherwise entitled to exercise it at the date of such
termination.  To the extent that Optionee was not entitled to exercise
the Option at the date of termination, or if Optionee does not exercise such
Option to the extent so entitled within the time specified herein, the Option
shall terminate.

     

    (ii) In the
event of termination of an Optionee’s Continuous Status as an Employee or
Consultant as a result of a disability which does not fall within the meaning of
total and permanent disability (as set forth in Section 22(e)(3) of the Code),
Optionee may, but only within six (6) months from the date of such termination
(but in no event later than the expiration date of the term of such Option as
set forth in the Award Agreement), exercise the Option to the extent otherwise
entitled to exercise it at the date of such termination.  However, to
the extent that such Optionee fails to exercise an Option which is an Incentive
Stock Option (within the meaning of Section 422 of the Code) within three (3)
months of the date of such termination, the Option will not qualify for
Incentive Stock Option treatment under the Code.  To the extent that
Optionee was not entitled to exercise the Option at the date of termination, or
if Optionee does not exercise such Option to the extent so entitled within six
months (6) from the date of termination, the Option shall
terminate.

     

    (e) Death of
Optionee.  In the event of the death of an Optionee during the
period of Continuous Status as an Employee or Consultant, or within thirty (30)
days following the termination of the Optionee’s Continuous Status as an
Employee or Consultant, the Option may be exercised, at any time within six (6)
months following the date of death (but in no event later than the expiration
date of the term of such Option as set forth in the Award Agreement), by the
Optionee’s estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent the Optionee was entitled to
exercise the Option at the date of death or, if earlier, the date of termination
of the Continuous Status as an Employee or Consultant.  To the extent
that Optionee was not entitled to exercise the Option at the date
of

     


    
      
         


      

      
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    (f) death or
termination, as the case may be, or if Optionee does not exercise such Option to
the extent so entitled within the time specified herein, the Option shall
terminate.

     

    (g) Extension of Exercise
Period.  The Administrator shall have full power and authority
to extend the period of time for which an Option is to remain exercisable
following termination of an Optionee’s Continuous Status as an Employee or
Consultant from the periods set forth in Sections 10(b), 10(c) and 10(d) above
or in the Award Agreement to such greater time as the Board shall deem
appropriate, provided, that in no event shall such Option be exercisable later
than the date of expiration of the term of such Option as set forth in the Award
Agreement.

     

    (h) Rule
16b-3.  To the extent determined appropriate by the
Administrator, Options granted to Reporting Persons shall comply with Rule 16b-3
and shall contain such additional conditions or restrictions as may be required
thereunder to qualify for the maximum exemption for Plan
transactions.

     

    10. Stock Awards, Restricted
Stock and Stock Units.

     

    (a) Grant of Stock Awards,
Restricted Stock and Stock Units.  The Administrator may grant
Stock Awards, Restricted Stock and Stock Units on such terms and conditions and
subject to such repurchase or forfeiture restrictions, if any, which may be
based on Continuous Status as an Employee or Consultant, the achievement of any
performance goals or any other criteria determined by the Administrator, as the
Administrator shall determine in its sole discretion, which terms, conditions
and restrictions shall be set forth in the Award Agreement.

     

    (b) Issuance of
Shares.  Upon the satisfaction of any terms, conditions and
restrictions prescribed with respect to Restricted Stock or Stock Units, or upon
a Participant’s release from any terms, conditions and restrictions of
Restricted Stock or Stock Units or as otherwise designated by the Administrator,
as determined by the Administrator, and subject to the provisions of Section 14,
(a) the shares of Restricted Stock covered by each Award of Restricted
Stock shall become freely transferable by the Participant, and (b) Stock
Units shall be paid in shares of Common Stock or, if set forth in the Award
Agreement, in cash or a combination of cash and shares of Common Stock. Any
fractional shares subject to such Awards shall be paid to the Participant in
cash.

     

    11. Stock Appreciation
Rights.

     

    (a) Grant of Stock Appreciation
Rights.  The Administrator may grant Stock Appreciation Rights
to Participants at any time on such terms and conditions as the Administrator
shall determine in its sole discretion.  An SAR may be granted in
tandem with an Option or alone (“freestanding”).  The grant price of a
tandem SAR shall be equal to the exercise price of the related Option. The grant
price of a freestanding SAR shall be established in accordance with procedures
for Options set forth in Section 9.  An SAR may be exercised upon such
terms and conditions and for the term as the Administrator determines in its
sole discretion; provided, however, that subject to
earlier termination in accordance with the terms of the Plan and the instrument
evidencing the SAR, the maximum term of a freestanding SAR shall be
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    (b) years,
and in the case of a tandem SAR, (a) the term shall not exceed the term of
the related Option and (b) the tandem SAR may be exercised for all or part
of the Shares subject to the related Option upon the surrender of the right to
exercise the equivalent portion of the related Option, except that the tandem
SAR may be exercised only with respect to the Shares for which its related
Option is then exercisable.

     

    (c) Payment of SAR
Amount.  Upon the exercise of an SAR, a Participant shall be
entitled to receive payment in an amount determined by
multiplying:  (i) the difference between the Fair Market Value of
a share of the Common Stock on the date of exercise over the grant price of the
SAR by (ii) the number of Shares with respect to which the SAR is
exercised. At the discretion of the Administrator as set forth in the Award
Agreement, the payment upon exercise of an SAR may be in cash, in shares of
Common Stock, in some combination thereof or in any other manner approved by the
Administrator in its sole discretion.

     

    12. Other Stock-Based
Awards.  Subject to the terms of the Plan and such other terms
and conditions as the Administrator deems appropriate, the Administrator may
grant other incentives payable in shares of Common Stock under the
Plan.

     

    13. Stock Withholding to Satisfy
Withholding Tax Obligations.  At the discretion of the
Administrator, Participants may satisfy withholding obligations as provided in
this paragraph.  When a Participant incurs tax liability in connection
with an Award, which tax liability is subject to tax withholding under
applicable tax laws, and the Participant is obligated to pay the Company an
amount required to be withheld under applicable tax laws, the Participant may
satisfy the withholding tax obligation by one or some combination of the
following methods:  (a) by cash payment, (b) out of
Participant’s current compensation, (c) if permitted by the Administrator,
in its discretion, by surrendering to the Company Shares that have a Fair Market
Value on the date of surrender equal to or less than the statutory minimum tax
withholding applicable to the ordinary income recognized by the Participant or
(d) if permitted by the Administrator, by electing to have the Company
withhold from the Shares to be issued upon exercise of the Option or received in
connection with an Award, if any, that number of Shares having a Fair Market
Value equal to the statutory minimum amount required to be
withheld.  For this purpose, the Fair Market Value of the Shares to be
withheld shall be determined on the Tax Date.

     

    To the
extent determined appropriate by the Administrator, any surrender by a Reporting
Person of previously owned Shares to satisfy tax withholding obligations arising
upon exercise of the Option or in connection with an Award must comply with the
applicable provisions of Rule 16b-3 and shall be subject to such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.

     

    All
elections by a Participant to have Shares withheld to satisfy tax withholding
obligations shall be made in a form acceptable to the Administrator and shall to
the extent deemed appropriate by the Administrator be subject to the following
restrictions:

     

    (a) the
election must be made on or prior to the applicable Tax Date;

     


    
      
         


      

      
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    (b) once
made, the election shall be irrevocable as to the particular Shares of the
Option as to which the election is made;

     

    (c) all
elections shall be subject to the consent or disapproval of the Administrator;
and

     

    (d) if the
Participant is a Reporting Person, the election must comply with the applicable
provisions of Rule 16b-3 and shall be subject to such additional conditions or
restrictions as may be required thereunder to qualify for the maximum exemption
from Section 16 of the Exchange Act with respect to Plan
transactions.

     

    In the
event the election to have Shares withheld is made by an Optionee and the Tax
Date is deferred under Section 83 of the Code because no election is filed under
Section 83(b) of the Code, the Optionee shall receive the full number of Shares
with respect to which the Option is exercised but such Optionee shall be
unconditionally obligated to tender back to the Company the proper number of
Shares on the Tax Date.

     

    14. Adjustments Upon Changes in
Capitalization; Corporate Transactions.

     

    (a) Changes in
Capitalization.  Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Award, and the number of shares of Common Stock that have been
authorized for issuance under the Plan but as to which no Awards have yet been
granted or that have been returned to the Plan upon cancellation or expiration
of an Option or forfeiture of an Award, the number of Shares described in
Sections 3 and 8 above, as well as the price per share of Common Stock covered
by each such outstanding Option or other Award, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination, recapitalization or reclassification of the Common Stock, or any
other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
“effected without receipt of consideration.” Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive.  Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an Award.

     

    (b) Dissolution or
Liquidation.  In the event of the proposed dissolution or
liquidation of the Company, the Option and all other Awards will terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Administrator.  The Administrator may, in the exercise
of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Administrator and give each Optionee the
right to exercise his or her Option as to all of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable.

     


    
      
         


      

      
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    (c) Acquisition, Merger or
Change in Control.

     

    (i) In the
event of a Change in Control, if and to the extent such outstanding Award is not
to be assumed by the successor corporation at the consummation of the Change in
Control, the vesting of such Award shall automatically be accelerated so that
100% of the unvested shares of Common Stock covered by such Award shall be fully
vested immediately prior to the consummation of the Change in Control, and then
terminate upon the consummation of the Change in Control.

     

    (ii) In the
event of a Change in Control, if and to the extent such outstanding Award is
assumed by the successor corporation at the consummation of the Change in
Control, the vesting of each outstanding Award held by a Participant who is an
executive officer shall be accelerated so that twenty-five percent (25%) of the
unvested shares of Common Stock covered by such Award shall be fully vested upon
the consummation of the Change in Control.  In addition, the vesting
of each outstanding Award held by a Participant who is an executive officer
shall be accelerated completely so that one hundred percent (100%) of the shares
of Common Stock covered by such Award are fully vested and exercisable in the
event that within twelve (12) months of the consummation of such Change in
Control, such Participant’s employment by the Company is either terminated by
the Company other than for Cause (as defined below) or terminated by the
Participant for Good Reason (as defined below).  For purposes of this
Plan, “executive officer” shall mean the Company's:  president,
principal executive officer, principal financial officer, any vice president in
charge of a principal business unit, division or function (such as marketing,
sales, engineering, customer experience, business development, and products and
services), and any other officer who performs a policy-making function, or any
other person who performs similar policy-making functions for the
Company.

     

    For
purposes of this Section 15(c)(ii), “Cause” means fraud, misappropriation or
embezzlement on the part of the Participant which results in material loss,
damage or injury to the Company, the Optionee’s conviction of a felony involving
moral turpitude, or the Participant’s gross neglect of duties.

     

    For
purposes of this Section 15(c)(ii), “Good Reason” means a relocation of the
Participant’s principal worksite to a location more than fifty (50) miles from
the Participant’s pre-Change in Control worksite or a material reduction in the
Participant’s compensation, responsibilities or authority as in effect before
the Change in Control.

     

    The
Administrator has the authority, in the Administrator’s sole discretion, to
provide for the automatic acceleration of vesting of any outstanding Awards upon
the occurrence of a Change in Control.  In addition the Administrator
subject to the following sentence has the authority, in the Administrator's sole
discretion, to provide for the automatic acceleration of any other term of any
outstanding Awards upon the occurrence of a Change in Control.  With
respect to any Award subject to the requirements of Section 409A of the Code but
only to the extent necessary for such Award to comply with Section 409A of the
Code, a Change in Control must constitute a change in the ownership or effective
control of the Company, or in the ownership of a substantial portion of the
assets of the Company, within the meaning of Section 409A(a)(2)(A)(v) of the
Code for any acceleration of payment timing pursuant to the preceding sentence
or the following paragraph.

     


    
      
         


      

      
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    Without
limiting the foregoing or Section 4(d), the Administrator, in its sole
discretion, may instead provide in the event of a Change in Control that is a
Business Combination that a Participant’s outstanding Awards shall terminate
upon or immediately prior to such Business Combination and that such Participant
shall receive, in exchange therefor, a cash payment equal to the amount (if any)
by which (x) the value of the per share consideration received by holders
of shares of Common Stock in the Business Combination, or, in the event the
Business Combination does not result in direct receipt of consideration by
holders of shares of Common Stock, the value of the deemed per share
consideration received, in each case as determined by the Administrator in its
sole discretion, multiplied by the number of shares of Common Stock subject to
such outstanding Awards (to the extent then vested and exercisable or whether or
not then vested and exercisable, as determined by the Administrator in its sole
discretion) exceeds (y) if applicable, the respective aggregate exercise
price or grant price for such Awards.

     

    In the
event that the Company is party to a Business Combination that constitutes a
Change in Control, outstanding Options shall be subject to the Business
Combination agreement.  Such agreement may provide for one or more of
the following:  (i) the continuation of the outstanding Options of the
Company, if the Company is the Surviving Entity; (ii) the assumption of the Plan
and outstanding Options by the Surviving Entity or its Parent; (iii) the
substitution by the Surviving Entity or its Parent of options with substantially
the same terms for such outstanding Options; (iv) immediate exercisability of
such outstanding Options followed by cancellation of such Options; (v)
settlement of the intrinsic value, if any, of the outstanding Options (whether
or not then exercisable) in cash or cash equivalents or equity (including cash
or equity subject to deferred vesting and delivery consistent with the vesting
restrictions applicable to such Options or the underlying Shares) followed by
the cancellation of such Options; in each case without the Optionee’s
consent.

     

     

    (d) Certain
Distributions.  Subject to Section 15(e), in the event of any
distribution to the Company’s stockholders of securities of any other entity or
other assets (other than dividends payable in cash or stock of the Company)
without receipt of consideration by the Company, the Administrator may, in its
discretion, appropriately adjust the price per share of Common Stock covered by
each outstanding Award to reflect the effect of such distribution.

     

    (e) Section
409A.   Notwithstanding anything in this Section 15 to the
contrary, (a) any adjustments pursuant to this Section 15 to Awards
that are considered “deferred compensation” within the meaning of
Section 409A of the Code are intended to be made only if permitted by
Section 409A of the Code and only in a manner in compliance with the
requirements of Section 409A of the Code and (b) any adjustments made
pursuant to this Section 15 to Awards that are not considered “deferred
compensation” subject to Section 409A are intended to be made only if and
in such a manner that after such adjustment the Awards either (i) continue
not to be subject to Section 409A of the Code or (ii) comply with the
requirements of Section 409A of the Code; it is intended that the
provisions of this Section 15 will be interpreted and operated
accordingly.

     

    


    15. Non-Transferability of
Awards.  Awards may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution; provided, however, that the
Administrator may in its discretion grant transferable Nonstatutory Stock
Options pursuant to Award Agreements specifying (a) the

     


    
      
         


      

      
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    manner in
which such Nonstatutory Stock Options are transferable and (b) that any
such transfer shall be subject to the Applicable Laws.  The
designation of a beneficiary by a Participant will not constitute a
transfer.  An Option may be exercised, during the lifetime of the
holder of the Option, only by such holder or a transferee permitted by this
Section 16.

     

    16. Time of Granting
Awards.  The date of grant of an Award shall, for all purposes,
be the date on which the Administrator makes the determination granting such
Award, or such  later date as is determined by the Board of
Directors.  Notice of the determination shall be given to each
Employee or Consultant to whom an Award is so granted within a reasonable time
after the date of such grant.

     

    17. Amendment and Termination of
the Plan.

     

    (a) Amendment and
Termination.  The Board may at any time amend, alter, suspend
or discontinue the Plan, but subject to Section 24, no amendment, alteration,
suspension or discontinuation shall be made that would impair the rights of any
Participant under any grant theretofore made, without his or her
consent.  In addition, to the extent necessary and desirable to comply
with the Applicable Laws, the Company shall obtain stockholder approval of any
Plan amendment in such a manner and to such a degree as required.

     

    (b) Effect of Amendment or
Termination.  Subject to Section 24, no amendment or
termination of the Plan shall adversely affect Awards already granted, unless
mutually agreed otherwise between the Participant and the Board, which agreement
must be in writing and signed by the Participant and the Company.

     

    18. Conditions Upon Issuance of
Shares.  Shares shall not be issued pursuant to the exercise of
an Option or otherwise in connection with an Award unless the exercise of such
Option and the issuance and delivery of such Shares pursuant to the Option or in
connection with the Award shall comply with the Applicable Laws, with such
compliance determined by the Company in consultation with its legal
counsel.

     

    As a
condition to the exercise of an Option or in connection with an Award, the
Company may require the person exercising such Option or with such Award to
represent and warrant at the time of any such exercise or purchase that the
Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required by law.

     

    19. Code Section 162(m)
Provisions.

     

    (a)           General.  Notwithstanding
any other provision of the Plan, the Compensation Committee may, at the time of
grant of an Award (other than an Option or SAR) to a Participant who is then a
Covered Employee, or is likely to be a Covered Employee as of the end of the tax
year in which the Company would claim a tax deduction in connection with such
Award, specify that all or any portion of such Award is intended to satisfy the
requirements for performance-based compensation under Section 162(m) and be
subject to this Section 20.  With respect to each such Award, the
Compensation Committee shall establish, in writing, that the vesting and/or
payment pursuant to the Award shall be conditioned on the attainment for the
specified Performance Period of specified performance targets related to
designated performance

     


    
      
         


      

      
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    goals for
such period selected by the Compensation Committee from among the Performance
Criteria specified in Section 20(b).  Such performance goals
shall be set by the Compensation Committee within the time period prescribed by,
and shall otherwise comply with the requirements of, Section 162(m), or any
successor provision thereto, and the regulations thereunder.

     

    (b)           Performance
Criteria.  If an Award is subject to this Section 20, then
the lapsing of restrictions thereon and the distribution of cash, shares of
Common Stock or other property pursuant thereto, as applicable, shall be subject
to the achievement of one or more objective performance goals established by the
Compensation Committee, which shall be based on the attainment of specified
levels of one or any combination of the following "performance criteria" for the
Company as a whole or any business unit of the Company, as reported or
calculated by the Company:  net earnings or net income (before or
after taxes); earnings per share (basic or fully diluted); earnings per share
growth; net sales growth or bookings growth; revenues; revenues growth;
operating profit or income (including or excluding depreciation, amortization,
extraordinary items, restructuring charges or other expenses); return measures
(including, but not limited to, return on assets, capital, total capital, net
capital utilized, equity or sales); working capital; cash flow (including, but
not limited to, operating cash flow, free cash flow or cash flow return on
capital); earnings before or after taxes, interest, depreciation and/or
amortization; gross or operating profit; cost control; strategic initiatives;
market share; improvements in capital structure; productivity ratios; asset
ratios; share price (including, but not limited to, growth measures and total
stockholder return); expense targets; debt to capital ratios; margins; operating
efficiency or margins; capital efficiency; strategic targets; economic profit;
employee or customer satisfaction, services performance, subscriber, cash
management or asset management metrics; working capital targets; cash value
added; or market or economic value added (together, the “Performance
Criteria”).

     

    
      	
               

              Such
      performance goals also may be based on the achievement of specified levels
      of Company performance (or performance of an applicable Affiliate or
      business unit of the Company) under one or more of the Performance
      Criteria described above relative to the performance of other
      corporations.

            
	 
      


    

    The
Compensation Committee may provide in any such Award that any evaluation of
performance may include or exclude any of the following events that occur during
a Performance Period:  (i) asset write-downs, (ii) litigation or
claim judgments or settlements, (iii) the effect of changes in tax laws,
accounting principles, or other laws or provisions affecting reported results,
(iv) any reorganization and restructuring programs, (v) extraordinary
nonrecurring items as described in Accounting Principles Board Opinion No. 30
and/or in Management's Discussion and Analysis of Financial Condition and
Results of Operations appearing in the Company's annual report to stockholders
for the applicable year, (vi) acquisitions or divestitures, (vii) foreign
exchange gains and losses, and (viii) gains and losses on asset
sales.  To the extent such inclusions or exclusions affect Awards to
Covered Employees, they shall be prescribed in a form that satisfies the
requirements for "performance-based compensation" within the meaning of Section
162(m)(4)(C) of the Code, or any successor provision thereto.

     


    
      
         


      

      
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    (c)           Compensation Committee
Certification and Authority. After the completion of each Performance
Period, the Compensation Committee shall certify the extent to which any
Performance Criteria has been satisfied, and the amount payable as a result
thereof, prior to payment, settlement or vesting of any Award subject to this
Section 20.  Notwithstanding any provision of the Plan other than
Section 15, with respect to any Award that is subject to this
Section 20, the Compensation Committee may adjust downward, but not upward,
the amount payable pursuant to such Award, and the Compensation Committee may
not waive the achievement of the applicable performance goals except in the case
of the death or permanent disability (within the meaning of
Section 22(e)(3) of the Code) of the Covered Employee.

     

    The
Compensation Committee shall have the power to impose such other restrictions on
Awards subject to this Section 20 as it may deem necessary or appropriate
to ensure that such Awards satisfy all requirements for "performance-based"
compensation with the meaning of Section 162(m).

     

    
      	
               

              (d)          Limitations.  In addition to the
      limitation set forth in Section 8, the maximum dollar value payable
      with respect to Awards payable in cash subject to this Section 20
      granted to any Covered Employee in any one calendar year is
      $2,000,000.

            
	
              The
      Compensation Committee shall have the power to impose such other
      restrictions on Awards subject to this Section 20 as it may deem
      necessary or appropriate to ensure that such Awards satisfy all
      requirements for "performance-based compensation" within the meaning of
      Section 162(m)(4)(C) of the Code, or any successor provision
      thereto.

            
	 
      


    

    20. Award
Agreements.  Awards shall be evidenced by written or electronic
agreements in such form as the Administrator shall approve from time to
time.

     

    21. Stockholder
Approval.  If required by the Applicable Laws, amendment of the
Plan shall be subject to approval by the stockholders of the Company within
twelve (12) months before or after the date the Plan is adopted or amended, as
applicable.  Such stockholder approval shall be obtained in the degree
and manner required under the Applicable Laws.  All Awards issued with
respect to the amended provisions of the Plan shall become void in the event
such approval of the amendment is not obtained.  In accordance with
Section 422 of  the Code and Treasury Regulations §§1.422-2(b)(iii)
and 1.422-2(c), the amendment and restatement of the Amended and Restated 1999
Stock Option Plan as the Onvia, Inc. 2008 Equity Incentive Plan is intended to
constitute a new plan for purposes of the Incentive Stock Option rules under
Section 422 of the Code.  As a result, it is intended that Incentive
Stock Options may be granted within ten years from the earlier of the date this
Onvia, Inc. 2008 Equity Incentive Plan is adopted by the Board or the date the
Plan is approved by shareholders.

     

    22. No Rights as a
Stockholder.  Unless otherwise provided by the Plan
Administrator or in the Award Agreement or in a written employment, services or
other agreement, no Award shall entitle the Participant to any cash dividend,
voting or other right of a stockholder unless and until the date of issuance
under the Plan of the shares of Common Stock that are the subject of such
Award.

     


    
      
         


      

      
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    23. Compliance with Laws and
Regulations.  Notwithstanding anything contained in the Plan to
the contrary, the Company intends that any and all Awards and compensation
payable under the Plan shall satisfy the requirements for exemption from, or
compliance with, Section 409A of the Code and that all terms and provisions
shall be interpreted to satisfy such requirements.  If the
Administrator determines that an Award, payment, distribution, transaction or
any other action or arrangement contemplated by the provisions of the Plan
would, if undertaken, cause a Participant to become subject to Section 409A of
the Code, the Administrator, to the extent it deems necessary or advisable in
its sole discretion, reserves the right, but shall not be required, to
unilaterally amend or modify the Plan and any Award granted under the Plan so
that the Award qualifies for exemption from, or compliance with,
Section 409A of the Code.

     

    Furthermore,
any payment or distribution that is subject to Section 409A of the Code that is
to be made under the Plan (or pursuant to an Award under the Plan) to a
Participant who is a “specified employee” of the Company within the meaning of
that term under Section 409A of the Code and as determined and in accordance
with any methodology selected consistent with Section 409A of the Code by the
Administrator, on account of a “separation from service” within the meaning of
that term under Section 409A of the Code, may not be made before the date which
is six months after the date of such “separation from service” as determined and
in accordance with any methodology selected consistent with Section 409A of the
Code by the Administrator unless the payment or distribution is exempt from the
application of Section 409A of the Code by reason of the short-term deferral
exemption or otherwise.

     

    Notwithstanding
any other provision in the Plan, the Administrator makes no representations that
Awards granted under the Plan shall be exempt from, or comply with, Section 409A
of the Code and makes no undertaking to preclude Section 409A of the Code from
applying to Awards granted under the Plan.  No provision of the Plan
shall be interpreted or construed to transfer any liability for failure to
comply with Section 409A from the Participant or any other individual to the
Company.

     


    
      
         


      

      
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    Appendix
I

     

    


     

    Definitions

     

    (a) “Acquired Entity”
means any entity acquired by the Company or a Subsidiary or with which the
Company or a Subsidiary merges or combines.

     

    (b) “Administrator” means
the Board or any of its Committees appointed pursuant to Section 4.

     

    (c) “Affiliate” means an
entity other than a Subsidiary in which the Company owns an equity interest or
which, together with the Company, is under common control of a third person or
entity.

     

    (d) “Applicable Laws”
means the legal requirements relating to the administration of equity or
incentive plans under applicable U.S. state corporate laws, U.S. federal and
applicable state securities laws, the Code, any Stock Exchange rules or
regulations and the applicable laws of any other country or jurisdiction where
Awards are granted under the Plan, as such laws, rules, regulations and
requirements shall be in place from time to time.

     

    (e) “Award” means any
Option, Stock Award, Restricted Stock, Stock Unit, Stock Appreciation Right, or
other incentive payable in shares of Common Stock as may be designated by the
Administrator from time to time.

     

    (f) "Award Agreement"
means a written or electronic instrument evidencing the Award that contains such
terms, conditions, limitations and restrictions as the Administrator shall
determine.

     

    (g) “Board” means the
Board of Directors of the Company.

     

    (h) “Change in Control”
means, unless otherwise designated in the Award Agreement, the occurrence in a
single transaction or in a series of related transactions, one or more of the
following events:

     

    (i) Any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act ) (a “Person”) becomes the beneficial owner (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50%
of either (A) the then-outstanding shares of Common Stock of the Company (the
“Outstanding Company Common Stock”) or (B) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote generally in
the election of Directors (the “Outstanding Company Voting Securities”); provided, however, that, for
purposes of this subsection (i), the following acquisitions shall not constitute
a Change in Control: (1) any acquisition directly from the Company or any
Subsidiary, (2) any acquisition by the Company or any of its Subsidiaries, (3)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any of its Subsidiaries, (4) any acquisition by an
underwriter temporarily holding securities pursuant to an offering of such
securities or (5) any acquisition pursuant to a transaction that complies with
clauses (1), (2) and (3) of subsection (iii); or

     


    
      
         


      

      
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    (ii) During
any twelve-month period, individuals who, as of the beginning of the period,
constitute the Board (the “Incumbent Board”) cease for any reason to constitute
at least a majority of the Board; provided, however, that any individual
becoming a Director subsequent to the beginning of the period whose election, or
nomination for election by the Company’s shareholders, was approved by a vote of
at least a majority of the Directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

     

    (iii) Consummation
of a reorganization, merger, statutory share exchange or consolidation (or
similar corporate transaction) involving the Company, a sale or other
disposition of all or substantially all of the assets of the Company, or the
acquisition of assets or stock of another entity by the Company or any of its
Subsidiaries (each, a “Business Combination”), in each case, unless, immediately
following such Business Combination, (1) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 51% of, respectively, the then-outstanding shares of
Common Stock (or, for a non-corporate entity, equivalent securities) and the
then-outstanding voting securities entitled to vote generally in the election of
directors (or, for a non-corporate entity, equivalent governing body), as the
case may be, of (A) the entity resulting from such Business Combination (the
“Surviving Entity”) or (B) if applicable, the ultimate parent entity that
directly or indirectly has beneficial ownership of all 80% or more of the voting
securities eligible to elect directors (or, for a non-corporate entity,
equivalent governing body) of the Surviving Entity (the “Parent Entity”), in
substantially the same proportion as their ownership, immediately prior to the
Business Combination, of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities, as the case may be, (2) no Person (other
than any employee benefit plan (or related trust) sponsored or maintained by the
Surviving Entity or the Parent Entity) is or becomes the beneficial owner,
directly or indirectly, of 50% or more of the outstanding shares of common stock
or the total voting power of the outstanding voting securities eligible to elect
directors of the Parent Entity (or, if there is no Parent Entity, the Surviving
Entity) except to the extent that such ownership existed prior to the Business
Combination and (3) at least a majority of the members of the board of directors
(or, for a noncorporate entity, equivalent governing body) of the Parent Entity
(or, if there is no Parent Entity, the Surviving Entity) following the
consummation of the Business Combination were members of the Incumbent Board at
the time of the Board’s approval of the execution of the initial agreement
providing for such Business Combination.

     

    This
definition of Change in Control shall apply fully to Awards granted after
September 5, 2008, and shall apply to Awards granted before that date to
the extent the amendment does not impair the rights of the participants holding
such Awards.

     

    (i) “Code” means the
Internal Revenue Code of 1986, as amended.

     

    (j) “Committee” means one
or more committees or subcommittees appointed by the Board in accordance with
Section 4(a).

     


    
      
         


      

      
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    (k) “Common Stock” means
the Common Stock of the Company.

     

    (l) “Company” means Onvia,
Inc., a Delaware corporation.

     

    (m) “Compensation
Committee” means the Compensation Committee of the Board, which shall be
composed of two or more Directors, each of whom is a "non-employee director"
within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act, or
any successor definition adopted by the Securities and Exchange Commission, an
“outside director” within the meaning of Section 162(m) of the Code, or any
successor provision thereto.

     

    (n) “Consultant” means any
person, including an advisor, who is engaged by the Company or any Parent,
Subsidiary or Affiliate to render services and is compensated for such services,
and any Director of the Company whether compensated for such services or
not.

     

    (o) “Continuous Status as an
Employee or Consultant” means the absence of any interruption or
termination of service as an Employee or Consultant.  Continuous
Status as an Employee or Consultant shall not be considered interrupted in the
case of:  (i) sick leave, (ii) military leave,
(iii) any other leave of absence approved by the Administrator; provided, however, that such leave is
for a period of not more than ninety (90) days, unless re-employment upon the
expiration of such leave is guaranteed by contract or statute, or unless
provided otherwise pursuant to Company policy adopted from time to time or
(iv) in the case of transfers between locations of the Company or between
the Company, its Subsidiaries, its Affiliates, or their respective
successors.  For purposes of the Plan, a change in status from an
Employee to a Consultant or from a Consultant to an Employee will not constitute
an interruption of Continuous Status as an Employee or Consultant.

     

    (p) “Covered
Employee” means a “covered employee” as that term is defined for purposes of
Section 162(m)(3) of the Code or any successor provision.

     

    (q) “Director” means a
member of the Board of Directors.

     

    (r) “Employee” means any
person, including officers and Directors, employed by the Company or any Parent,
Subsidiary or Affiliate of the Company, with the status of employment determined
based upon such minimum number of hours or periods worked as shall be determined
by the Administrator in its discretion, subject to any requirements of the
Code.  The payment of a director’s fee by the Company to a Director
shall not be sufficient to constitute “employment” of such Director by the
Company.

     

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

     

    (t) “Fair Market Value”
means, as of any date, the fair market value of Common Stock determined as
follows:

     

    (i) If the
Common Stock is listed on any established Stock Exchange, its Fair Market Value
shall be the closing sales price for such stock (or the closing bid, if no sales
were reported), as quoted on such exchange, or the exchange with the greatest
volume of trading in Common Stock for the last market trading day prior to the
time of determination, as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;

     


    
      
         


      

      
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    (ii) If the
Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean between the
high bid and low asked prices for the Common Stock for the last market trading
day prior to the time of determination, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable; or

     

    (iii) In the
absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Administrator.

     

    (u) “Incentive Stock
Option” means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code, as designated in the applicable
written option agreement.

     

    (v)  “Named Executive”
means any individual who, on the last day of the Company’s fiscal year, is the
chief executive officer of the Company (or is acting in such capacity) or among
the four most highly compensated officers of the Company (other than the chief
executive officer and, to the extent so interpreted by the Internal Revenue
Service, the chief financial officer).  Such officer status shall be
determined pursuant to the executive compensation disclosure rules under the
Exchange Act.

     

    (w) “Nonstatutory Stock
Option” means an Option not intended to qualify as an Incentive Stock
Option, as designated in the applicable written option agreement.

     

    (x) “Option” means a stock
option granted pursuant to the Plan.

     

    (y) “Optioned Stock” means
the Common Stock subject to an Option.

     

    (z) “Optionee” means an
Employee or Consultant who receives an Option.

     

    (aa) “Parent” means a
“parent corporation,” whether now or hereafter existing, as defined in Section
424(e) of the Code, or any successor provision.

     

    (bb) “Participant” means an
Employee or Consultant who receives an Award.

     

    (cc) “Performance Period”
means the period of time during which the Performance Criteria must be met in
order to determine the degree of payout and/or vesting with respect to an Award.
The Administrator may establish different Performance Periods for different
Participants, and the Administrator may establish concurrent or overlapping
Performance Periods.

     

    (dd) “Plan” means this
Onvia, Inc. 2008 Equity Incentive Plan.

     

    (ee) “Reporting Person”
means an officer, Director, or greater than ten percent (10%) stockholder of the
Company within the meaning of Rule 16a-2 under the Exchange Act, who is required
to file reports pursuant to Rule 16a-3 under the Exchange Act.

     


    
      
         


      

      
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    (ff) “Restricted Stock”
means an Award of shares of Common Stock granted under Section 11, the rights of
ownership of which may be subject to restrictions prescribed by the
Administrator.

     

    (gg) “Rule 16b-3” means
Rule 16b-3 promulgated under the Exchange Act, as the same may be amended from
time to time, or any successor provision.

     

    (hh) “Share” means a share
of the Common Stock, as adjusted in accordance with Section 15 of the
Plan.

     

    (ii) “Stock Appreciation
Right” or “SAR” means a right
granted under Section 12 to receive the excess of the Fair Market Value of
a specified number of shares of Common Stock over the grant price.

     

    (jj) “Stock Award” means an
Award of shares of Common Stock granted under Section 11.

     

    (kk) “Stock Exchange” means
any stock exchange or consolidated stock price reporting system on which prices
for the Common Stock are quoted at any given time.

     

    (ll) “Stock Unit” means an
Award denominated in units of Common Stock granted under Section
11.

     

    (mm) “Subsidiary” means a
“subsidiary corporation,” whether now or hereafter existing, as defined in
Section 424(f) of the Code, or any successor provision.

     

    (nn) “Substitute Awards”
means Awards granted or shares of Common Stock issued by the Company in
assumption of, or in substitution or exchange for, awards previously granted by
an Acquired Entity.

     

    (oo) “Tax Date” means the
date that the amount of tax to be withheld is to be determined.

     

    (pp) “Ten Percent Holder”
means a person who owns stock requesting more than 10% of the voting power of
all classes of stock of the Company or any Parent or Subsidiary.

     

    


    


    



    
      
         


      

      
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