Exhibit 10.7


 


TANGOE, INC.


 


2005 STOCK INCENTIVE PLAN


 


1.             Establishment, Purpose, and Types
of Awards


 


Tangoe, Inc.,
a Delaware corporation (the “Company”), hereby establishes this equity-based
incentive compensation plan to be known as the “Tangoe, Inc. 2005 Stock
incentive Plan” (hereinafter referred to as the “Plan”), in order to provide
incentives and awards to select employees, directors and consultants of the
Company and its Affiliates.


 


The
Plan permits the granting of the following types of awards (“Awards”),
according to the Sections of the Plan listed here:


 


	
  Section 6

  	
  Options

  
	
  Section 7

  	
  Share
  Appreciation Rights

  
	
  Section 8

  	
  Restricted
  and Unrestricted Share Awards

  
	
  Section 9

  	
  Deferred
  Share Units

  
	
  Section 10

  	
  Performance
  Awards

  



 


The
Plan is not intended to affect and shall not affect any stock options,
equity-based compensation, or other benefits that the Company or its Affiliates
may have provided, or may separately provide in the future pursuant to any
agreement, plan, or program that is independent of this Plan.


 


2.             Defined Terms


 


Terms
in the Plan that begin with an initial capital letter have the defined meaning
set forth in Appendix A, unless defined elsewhere in this Plan or the context
of their use clearly indicates a different meaning.


 


3.             Shares Subject to the Plan


 


Subject
to the provisions of Section 13 of the Plan, the maximum number of Shares
that the Company may issue for all Awards is 1,500,000 Shares.  For all Awards, the Shares issued pursuant to
the Plan may be authorized but unissued Shares, or Shares that the Company has
reacquired or otherwise holds in treasury.


 


Shares
that are subject to an Award that for any reason expires, is forfeited, is
cancelled, or becomes unexercisable, and Shares that are for any other reason
not paid or delivered under the Plan shall again, except to the extent
prohibited by Applicable Law, be available for subsequent Awards under the
Plan.  In addition, the Committee may
make future Awards with respect to Shares that the Company retains from
otherwise delivering pursuant to an Award either (i) as payment of the
exercise price of an Award, or (ii) in order to satisfy the withholding or
employment taxes due upon the grant, exercise, vesting, or distribution of an
Award.  Notwithstanding the foregoing,
but subject to adjustments pursuant to Section 13 below, the number of
Shares that are available for ISO Awards shall be determined, to the extent
required under applicable tax laws, by reducing the number of Shares designated
in the preceding


 

















 


paragraph
by the number of Shares granted pursuant to Awards (whether or not Shares are
issued pursuant to such Awards); provided that any Shares that are either
purchased under the Plan and forfeited back to the Plan, or surrendered in
payment of the Exercise Price for an Award shall be available for issuance
pursuant to ISO Awards.


 


4.             Administration


 


(a)           General.  The Committee shall administer the Plan in
accordance with its terms, provided that the Board may act in lieu of the
Committee on any matter.  The Committee
shall hold meetings at such times and places as it may determine and shall make
such rules and regulations for the conduct of its business as it deems
advisable.  In the absence of a duly
appointed Committee or if the Board otherwise chooses to act in lieu of the
Committee, the Board shall function as the Committee for all purposes of the
Plan.


 


(b)           Committee Composition.  The Board shall appoint the members of the
Committee.  If and to the extent
permitted by Applicable Law, the Committee may authorize one or more Reporting
Persons (or other officers) to make Awards to Eligible Persons who are not
Reporting Persons (or other officers whom the Committee has specifically
authorized to make Awards).  The Board
may at any time appoint additional members to the Committee, remove and replace
members of the Committee with or without Cause, and fill vacancies on the
Committee however caused.


 


(c)           Powers of the Committee.  Subject to the provisions of the Plan, the
Committee shall have the authority, in its sole discretion:


 


(i)            to determine
Eligible Persons to whom Awards shall be granted from time to time and the
number of Shares, units, or SARs to be covered by each Award;


 


(ii)           to determine,
from time to time, the Fair Market Value of Shares;


 


(iii)          to determine,
and to set forth in Award Agreements, the terms and conditions of all Awards,
including any applicable exercise or purchase price, the installments and
conditions under which an Award shall become vested (which may be based on
performance), terminated, expired, cancelled, or replaced, and the
circumstances for vesting acceleration or waiver of forfeiture restrictions,
and other restrictions and limitations;


 


(iv)          to approve the
forms of Award Agreements and all other documents, notices and certificates in
connection therewith which need not be identical either as to type of Award or
among Participants;


 


(v)           to construe and
interpret the terms of the Plan and any Award Agreement, to determine the
meaning of their terms, and to prescribe, amend, and rescind rules and
procedures relating to the Plan and its administration; and


 


(vi)          in order to
fulfill the purposes of the Plan and without amending the Plan, modify, cancel,
or waive the Company’s rights with respect to any Awards, to adjust or to 


 

















 


modify
Award Agreements for changes in Applicable Law, and to recognize differences in
foreign law, tax policies, or customs; and


 


(vii)         to make all
other interpretations and to take all other actions that the Committee may
consider necessary or advisable to administer the Plan or to effectuate its
purposes.


 


Subject
to Applicable Law and the restrictions set forth in the Plan, the Committee may
delegate administrative functions to individuals who are Reporting Persons,
officers, or Employees of the Company or its Affiliates.


 


(d)           Deference to Committee
Determinations.  The
Committee shall have the discretion to interpret or construe ambiguous,
unclear, or implied (but omitted) terms in any fashion it deems to be
appropriate in its sale discretion, and to make any findings of fact needed in
the administration of the Plan or Award Agreements.  The Committee’s prior exercise of its
discretionary authority shall not obligate it to exercise its authority in a
like fashion thereafter.  The Committee’s
interpretation and construction of any provision of the Plan, or of any Award
or Award Agreement, shall be final, binding, and conclusive.  The validity of any such interpretation,
construction, decision or finding of fact shall not be given de novo review if
challenged in court, by arbitration, or in any other forum, and shall be upheld
unless clearly arbitrary or capricious.


 


(e)           No Liability; Indemnification.  Neither the Board nor any Committee member,
nor any Person acting at the direction of the Board or the Committee, shall be
liable for any act, omission, interpretation, construction or determination
made in good faith with respect to the Plan, any Award or any Award
Agreement.  The Company and its
Affiliates shall pay or reimburse any member of the Committee, as well as any
Director, Employee, or Consultant who takes action in connection with the Plan,
for all expenses incurred with respect to the Plan, and to the full extent
allowable under Applicable Law shall indemnify each and every one of them for
any claims, liabilities, and costs (including reasonable attorney’s fees)
arising out of their good faith performance of duties under the Plan.  The Company and its Affiliates may obtain
liability insurance for this purpose.


 


5.             Eligibility


 


(a)           General Rule.  The Committee may grant ISOs only to
Employees (including officers who are Employees) of the Company or an Affiliate
that is a “parent corporation” or “subsidiary corporation” within the meaning
of Section 424 of the Code, and may grant all other Awards to any Eligible
Person.  A Participant who has been
granted an Award may be granted an additional Award or Awards if the Committee
shall so determine, if such person is otherwise an Eligible Person and if
otherwise in accordance with the terms of the Plan.


 


(b)           Grant of Awards.  Subject to the express provisions of the
Plan, the Committee shall determine from the class of Eligible Persons those
individuals to whom Awards under the Plan may be granted, the number of Shares
subject to each Award, the price (if any) to be paid for the Shares or the
Award and, in the case of Performance Awards, in addition to the matters
addressed in Section 10 below, the specific objectives, goals and
performance criteria that further 


 

















 


define
the Performance Award.  Each Award shall
be evidenced by an Award Agreement signed by the Company and, if required by
the Committee, by the Participant.  The
Award Agreement shall set forth the material terms and conditions of the Award
established by the Committee.


 


(c)           Limits on Awards.  During the term of the Plan, no Participant
may receive Options and SARs that relate to more than 1,500,000 Shares.  The Committee will adjust these limitations
pursuant to Section 13 below.


 


(d)           Replacement Awards.  Subject to Applicable Laws (including any
associated Shareholder approval requirements), the Committee may, in its sole
discretion and upon such terms as it deems appropriate, require as a condition
of the grant of an Award to a Participant that the Participant surrender for
cancellation some or all of the Awards that have previously been granted to the
Participant under this Plan or otherwise. 
An Award that is conditioned upon such surrender may or may not be the
same type of Award, may cover the same (or a lesser or greater) number of
Shares as such surrendered Award, may have other terms that are determined
without regard to the terms or conditions of such surrendered Award, and may
contain any other terms that the Committee deems appropriate.  In the case of Options, these other terms may
not involve an Exercise Price that is lower than the Exercise Price of the
surrendered Option unless the Company’s shareholders approve the grant itself
or the program under which the grant is made pursuant to the Plan.


 


6.             Option Awards


 


(a)           Types; Documentation.  The Committee may in its discretion grant
ISOs to any Employee and Non-ISOs to any Eligible Person, and shall evidence
any such grants in an Award Agreement that is delivered to the
Participant.  Each Option shall be designated
in the Award Agreement as an ISO or a Non-ISO, and the same Award Agreement may
grant both types of Options.  At the sole
discretion of the Committee, any Option may be exercisable, in whole or in
part, immediately upon the grant thereof, or only after the occurrence of a
specified event, or only in installments, which installments may vary.  Options granted under the Plan may contain
such terms and provisions not inconsistent with the Plan that the Committee
shall deem advisable in its sole and absolute discretion.


 


(b)           ISO $100,000 Limitation.  To the extent that the aggregate Fair Market
Value of Shares with respect to which Options designated as ISOs first become
exercisable by a Participant in any calendar year (under this Plan and any
other plan of the Company or any Affiliate) exceeds $100,000, such excess
Options shall be treated as Non-ISOs. 
For purposes of determining whether the $100,000 limit is exceeded, the
Fair Market Value of the Shares subject to an ISO shall be determined as of the
Grant Date.  In reducing the number of Options
treated as ISOs to meet the $100,000 limit, the most recently granted Options
shall be reduced first.  In the event
that Section 422 of the Code is amended to alter the limitation set forth
therein, the limitation of this Section 6(b) shall be automatically
adjusted accordingly.


 


(c)           Term Options.  Each Award Agreement shall specify a term at
the end of which the Option automatically expires, subject to earlier
termination provisions contained in Section 6(h) hereof; provided,
that, the term of any Option may not exceed ten years from the 


 

















 


Grant
Date.  In the case of an ISO granted to
an Employee who is a Ten Percent Holder on the Grant Date, the term of the ISO
shall not exceed five years from the Grant Date.


 


(d)           Exercise Price.  The exercise price of an Option shall be
determined by the Committee in its discretion and shall be set forth in the
Award Agreement, subject to the following special rules:


 


(i)            ISOs.  If an ISO is granted to an Employee who on
the Grant Date is a Ten Percent Holder, the per Share exercise price shall not
be less than 110% of the Fair Market Value per Share on such Grant Date.  If an ISO is granted to any other Employee,
the per Share exercise price shall not be less than 100% of the Fair Market
Value per Share on the Grant Date.


 


(ii)           Non-ISOs.  The per Share exercise price for the Shares
to be issued pursuant to the exercise of a Non-ISO shall not be less than 50%
of the Fair Market Value per Share on the Grant Date, and shall be subject to
any payment or other restrictions that the Committee may at any time impose in
order to conform with Section 409A of the Code.


 


(iii)          Named
Executives.  The per
Share exercise price shall not be less than 100% of the Fair Market Value per
Share on the Grant Date of an Option if (A) on such Grant Date, the
Participant is subject to the limitations set forth in Section 162(m) of
the Code, and (B) the grant is intended to qualify as performance-based
compensation under Section 162(m) of the Code.


 


(iv)          Repricing.  The Committee may at any time unilaterally
reduce the exercise price for any Option, but shall promptly provide a written
notice to any Participant affected by the reduction.


 


(e)           Exercise of Option.  The Committee shall in its sole discretion
determine the times, circumstances, and conditions under which an Option shall
be exercisable, and shall set them forth in the Award Agreement.  The Committee shall have the discretion to
determine whether and to what extent the vesting of Options shall be tolled
during any unpaid leave of absence; provided, however, that in the absence of
such determination, vesting of Options shall be tolled during any such leave
approved by the Company.


 


(f)            Minimum Exercise Requirements.  An Option may not be exercised for a fraction
of a Share.  The Committee may require in
an Award Agreement that an Option be exercised as to a minimum number of
Shares, provided that such requirement shall not prevent a Participant from
purchasing the full number of Shares as to which the Option is then
exercisable.


 


(g)           Methods of Exercise.  Prior to its expiration pursuant to the terms
of the applicable Award Agreement, each Option may be exercised, in whole or in
part (provided that the Company shall not be required to issue fractional
shares), by delivery of written notice of exercise to the secretary of the
Company accompanied by the full exercise price of the Shares being
purchased.  In the case of an ISO, the
Committee shall determine the acceptable methods of payment on the Grant Date
and it shall be included in the applicable Award Agreement.  The 


 

















 


methods
of payment that the Committee may in its discretion accept or commit to accept
in an Award Agreement include:


 


(i)            cash or check
payable to the Company (in U.S. dollars);


 


(ii)           other Shares
that (A) are owned by the Participant who is purchasing Shares pursuant to
an Option, (B) have a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which the Option is being
exercised, (C) were not acquired by such Participant pursuant to the
exercise of an Option, unless such Shares have been owned by such Participant
for at least six months or such other period as the Committee may determine, (D) are
all, at the time of such surrender, free and clear of any and all claims, pledges,
liens and encumbrances, or any restrictions which would in any manner restrict
the transfer of such shares to or by the Company (other than such restrictions
as may have existed prior to an issuance of such Shares by the Company to such
Participant), and (E) are duly endorsed for transfer to the Company;


 


(iii)          a cashless
exercise program that the Committee may approve, from time to time in its
discretion, pursuant to which a Participant may concurrently provide
irrevocable instructions (A) to such Participant’s broker or dealer to
effect the immediate sale of the purchased Shares and remit to the Company, out
of the sale proceeds available on the settlement date, sufficient funds to
cover the exercise price of the Option plus all applicable taxes required to be
withheld by the Company by reason of such exercise, and (B) to the Company
to deliver the certificates for the purchased Shares directly to such broker or
dealer in order to complete the sale; or


 


(iv)          any combination
of the foregoing methods of payment.


 


The
Company shall not be required to deliver Shares pursuant to the exercise of an
Option until payment of the full exercise price therefore is received by the
Company.


 


(h)           Termination of Continuous Service.  The Committee may establish and set forth in
the applicable Award Agreement the terms and conditions on which an Option
shall remain exercisable, if at all, following termination of a Participants
Continuous Service.  The Committee may
waive or modify these provisions at any time. 
To the extent that a Participant is not entitled to exercise an Option
at the date of his or her termination of Continuous Service, or if the
Participant (or other person entitled to exercise the Option) does not exercise
the Option to the extent so entitled within the time specified in the Award
Agreement or below (as applicable), the Option shall terminate and the Shares
underlying the unexercised portion of the Option shall revert to the Plan and
become available for future Awards.  In
no event may any Option be exercised after the expiration of the Option term as
set forth in the Award Agreement.


 


The
following provisions shall apply to the extent an Award Agreement does not
specify the terms and conditions upon which an Option shall terminate when
there is a termination of a Participant’s Continuous Service:


 


(i)            Termination
other than Upon Disability or Death or for Cause.  In the event of termination of a Participants
Continuous Service (other than as a result of 


 

















 


Participant’s
death, disability or termination for Cause), the Participant shall have the
right to exercise an Option at any time within thirty days following such
termination to the extent the Participant was entitled to exercise such Option
at the date of such termination.


 


(ii)           Disability.  In the event of termination of a Participant’s
Continuous Service as a result of his or her being Disabled, the Participant
shall have the right to exercise an Option at any time within six months
following such termination to the extent the Participant was entitled to
exercise such Option at the date of such termination.


 


(iii)          Death.  In the event of the death of a Participant
during the period of Continuous Service since the Grant Date of an Option, or
within thirty days following termination of the Participant’s Continuous
Service, the Option may be exercised, at any time within one year following the
date of the Participant’s death, by the Participant’s estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only
to the extent the right to exercise the Option had vested at the date of death
or, if earlier, the date the Participant’s Continuous Service terminated.


 


(iv)          Cause.  If the Committee determines that a
Participant’s Continuous Service terminated due to Cause, the Participant shall
immediately forfeit the right to exercise any Option, and it shall be
considered immediately null and void.


 


(i)            Reverse Vesting.  The Committee in its sole and absolute
discretion may allow a Participant to exercise unvested Options, in which case
the Shares then issued shall be Restricted Shares having analogous vesting
restrictions to the unvested Options.


 


(j)            Buyout Provisions.  The Committee may at any time offer to buyout
an Option, in exchange for a payment in cash or Shares, based on such terms and
conditions as the Committee shall establish and communicate to the Participant
at the time that such offer is made.  In
addition, if the Fair Market Value for Shares subject to an Option is more than
33% below their exercise price for more than 30 consecutive business days, the
Committee may unilaterally terminate and cancel the Option either (i) by
paying the Participant, in cash or Shares, an amount not less than the
Black-Scholes value of the vested portion of the Option, or by irrevocably
committing to grant a new Option, on a designated date more than six months
after such termination and cancellation of such Option (but only if the
Participant’s Continuous Service has not terminated prior to such designated
date), on substantially the same terms as the cancelled Option, provided that
the per Share exercise price for the new Option shall equal the per Share Fair
Market Value of a Share on the date the new grant occurs.


 


7.             Share Appreciate Rights (SARs)


 


(a)           Grants.  The Committee may in its discretion grant
Share Appreciation Rights to any Eligible Person, in any of the following
forms:


 


(i)            SARs related to
Options.  The Committee may grant SARs
either concurrently with the grant of an Option or with respect to an
outstanding Option, in which case the SAR shall extend to all or a portion of
the Shares covered by the related Option. 
An SAR shall entitle the Participant who holds the related Option, upon
exercise 


 

















 


of
the SAR and surrender of the related Option, or portion thereof, to the extent
the SAR and related Option each were previously unexercised, to receive payment
of an amount determined pursuant to Section 7(e) below.  Any SAR granted in connection with an ISO
will contain such terms as may be required to comply with the provisions of Section 422
of the Code and the regulations promulgated thereunder.


 


(ii)           SARs
Independent of Options.  The
Committee may grant SARs which are independent of any Option subject to such
conditions as the Committee may in its discretion determine, which conditions
will be set forth in the applicable Award Agreement.


 


(iii)          Limited SARs.  The Committee may grant SARs exercisable only
upon or in respect of a Change in Control or any other specified event, and
such limited SARs may relate to or operate in tandem or combination with or
substitution for Options or other SARs, or on a stand-alone basis, and may be
payable in cash or Shares based on the spread between the exercise price of the
SAR, and (A) a price based upon or equal to the Fair Market Value of the
Shares during a specified period, at a specified time within a specified period
before, after or including the date of such event, or (B) a price related
to consideration payable to Company’s shareholders generally in connection with
the event.


 


(b)           Exercise Price.  The per Share exercise price of an SAR shall
be determined in the sole discretion of the Committee, shall be set forth in
the applicable Award Agreement, and shall be no less than 85% of the Fair
Market Value of one Share.  The exercise
price of an SAR related to an Option shall be the same as the exercise price of
the related Option.  The exercise price
of an SAR shall be subject to the special rules on pricing contained in
Sections 6(d) and 6(j) hereof.


 


(c)           Exercise of SARs.  Unless the Award Agreement otherwise
provides, an SAR related to an Option will be exercisable at such time or
times, and to the extent, that the related Option will be exercisable.  An SAR may not have a term exceeding ten
years from its Grant Date.  An SAR
granted independently of any other Award will be exercisable pursuant to the
terms of the Award Agreement.  Whether an
SAR is related to an Option or is granted independently, the SAR may only be
exercised when the Fair Market Value of the Shares underlying the SAR exceeds
the exercise price of the SAR.


 


(d)           Effect on Available Shares.  To the extent that an SAR is exercised, only
the actual number of delivered Shares (if any) will be charged against the
maximum number of Shares that may be delivered pursuant to Awards under this
Plan.  The number of Shares subject to
the SAR and the related Option of the Participant will, however, be reduced by
the number of underlying Shares as to which the exercise relates, unless the
Award Agreement otherwise provides.


 


(e)           Payment.  Upon exercise of an SAR related to an Option
and the attendant surrender of an exercisable portion of any related Award, the
Participant will be entitled to receive payment of an amount determined by
multiplying —


 

















 


(i)            the excess of
the Fair Market Value of a Share on the date of exercise of the SAR over the
exercise price per Share of the SAR, by


 


(ii)           the number of
Shares with respect to which the SAR has been exercised.


 


Notwithstanding
the foregoing, an SAR granted independently of an Option (i) may limit the
amount payable to the Participant to a percentage, specified in the Award
Agreement but not exceeding one-hundred percent (100%), of the amount
determined pursuant to the preceding sentence, and (ii) shall be subject
to any payment or other restrictions that the Committee may at any time impose
in its discretion, including restrictions intended to conform the SARs with Section 409A
of the Code.


 


(f)            Form and Terms of Payment.  Subject to Applicable Law, the Committee may,
in its sole discretion, settle the amount determined under Section 7(e) above
solely in cash, solely in Shares (valued at their Fair Market Value on the date
of exercise of the SAR), or partly in cash and partly in Shares.  In any event, cash shall be paid in lieu of
fractional Shares.  Absent a contrary
determination by the Committee, all SARs shall be settled in cash as soon as
practicable after exercise.


 


Notwithstanding
the foregoing, the Committee may, in an Award Agreement, determine the maximum
amount of cash or Shares or combination thereof that may be delivered upon
exercise of an SAR.


 


(g)           Termination of Employment or
Consulting Relationship.  The
Committee shall establish and set forth in the applicable Award Agreement the
terms and conditions on which an SAR shall remain exercisable, if at all,
following termination of a Participant’s Continuous Service.  The provisions of Section 6(h) above
shall apply to the extent an Award Agreement does not specify the terms and
conditions upon which an SAR shall terminate when there is a termination of a
Participant’s Continuous Service.


 


(h)           Repricing and Buy-out.  The Committee has the same discretion to
reprice and to buyout SARs as it has to take such actions pursuant to Section (j) above
with respect to Options.


 


8.             Restricted Shares and Restricted
Share Units


 


(a)           Grants.  The Committee may in its discretion grant
restricted shares (“Restricted Shares”) to any Eligible Person and shall
evidence such grant in an Award Agreement that is delivered to the Participant
which sets forth the number of Restricted Shares, the purchase price for such
Restricted Shares (if any) and the terms upon which the Restricted Shares may
become vested.  In addition, the Company
may in its discretion grant the right to receive Shares after certain vesting
requirements are met (“Restricted Share Units”) to any Eligible Person and
shall evidence such grant in an Award Agreement that is delivered to the
Participant which sets forth the number of Shares (or formula, that may be
based on future performance or conditions, for determining the number of
Shares) that the Participant shall be entitled to receive upon vesting and the
terms upon which the Shares subject to a Restricted Share Unit may become
vested.  The Committee may condition any
Award of Restricted Shares or Restricted Share Units to a Participant on
receiving from the Participant such further assurances and documents as the
Committee may require to enforce the restrictions.  In addition, the Committee may grant 


 

















 


Awards
hereunder in the form of unrestricted Shares (“Unrestricted Shares’’), which
shall vest in full upon the date of grant or such other date as the Committee
may determine and which the Committee may issue pursuant to any program under
which one or more Eligible Persons (selected by the Committee in its
discretion) elect to receive Unrestricted Shares in lieu of cash bonuses that
would otherwise be paid.


 


(b)           Vesting and Forfeiture.  The Committee shall set forth in an Award
Agreement granting Restricted Shares or Restricted Share Units, the terms and
conditions under which the Participant’s interest in the Restricted Shares or
the Shares subject to Restricted Share Units will become vested and
non-forfeitable.  Except as set forth in
the applicable Award Agreement or the Committee otherwise determines, upon
termination of a Participant’s Continuous Service for any other reason, the
Participant shall forfeit his or her Restricted Shares and Restricted Share
Units; provided that if a Participant purchases the Restricted Shares and
forfeits them for any reason, the Company shall return the purchase price to
the Participant only if and to the extent set forth in an Award Agreement.


 


(c)           Issuance of Restricted Shares
Prior to Vesting.  The Company
shall issue stock certificates that evidence Restricted Shares pending the
lapse of applicable restrictions, and that bear a legend making appropriate
reference to such restrictions.  Except
as set forth in the applicable Award Agreement or the Committee otherwise
determines, the Company or a third party that the Company designates shall hold
such Restricted Shares and any dividends that accrue with respect to Restricted
Shares pursuant to Section 8(e) below.


 


(d)           Issuance of Shares upon Vesting.  As soon as practicable after vesting of a
Participant’s Restricted Shares (or Shares underlying Restricted Share Units)
and the Participant’s satisfaction of applicable tax withholding requirements,
the Company shall release to the Participant, free from the vesting
restrictions, one Share for each vested Restricted Share (or issue one Share
free of the vesting restriction for each vested Restricted Share Unit), unless
an Award Agreement provides otherwise. 
No fractional shares shall be distributed, and cash shall be paid in
lieu thereof.


 


(e)           Dividends Payable on Vesting.  Whenever Shares are released to a Participant
under Section 8(d) above pursuant to the vesting of Restricted Shares
or the Shares underlying Restricted Share Units are issued to a Participant
pursuant to Section 8(d) above, such Participant may receive, in the
sole discretion of the Committee, with respect to each Share released or
issued, an amount equal to any cash dividends (plus, in the discretion of the
Committee, simple interest at a rate as the Committee may determine) and a
number of Shares equal to any stock dividends, which were declared and paid to
the holders of Shares between the Grant Date and the date such Share is
released or issued.


 


(f)            Section 83(h) Elections.  A Participant may make an election under Section 83(b) of
the Code (the “Section 83(b) Election”) with respect to Restricted
Shares.  If a Participant who has
received Restricted Share Units provides the Committee with written notice of
his or her intention to make Section 83(b) Election with respect to
the Shares subject to such Restricted Share Units, the Committee may in its
discretion convert the Participant’s Restricted Share Units into Restricted
Shares, on a one-for-one basis, in full satisfaction of the Participant’s
Restricted Share Unit Award.  The
Participant may then make a Section 83(b) Election with respect to
those 


 

















 


Restricted
Shares.  Shares with respect to which a
Participant makes a Section 83(b) Election shall not be eligible for
deferral pursuant to Section 9 below.


 


(g)           Deferral Elections.  At any time within the thirty-day period (or
other shorter or longer period that the Committee selects) in which a
Participant who is a member of a select group of management or highly
compensated employees (within the meaning of the Code) receives an Award of
either Restricted Shares or Restricted Share Units, the Committee may permit
the Participant to irrevocably elect, on a form provided by and acceptable to
the Committee, to defer the receipt of all or a percentage of the Shares that would
otherwise be transferred to the Participant upon the vesting of such
Award.  If the Participant makes this
election, the Shares subject to the election, and any associated dividends and
interest, shall be credited to an account established pursuant to Section 9
hereof on the date such Shares would otherwise have been released or issued to
the Participant pursuant to Section 8(d) above.


 


9.             Deferred Share Units


 


(a)           Elections to Defer.  The Committee may permit any Eligible Person
who is a Director, Consultant or member of a select group of management or
highly compensated employees (within the meaning of the Code) to irrevocably
elect, on a form provided by and acceptable to the Committee (the “Election
Form”), to forego the receipt of cash or other compensation (including the
Shares deliverable pursuant to any Award other than Restricted Shares for which
a Section 83(b) Election has been made), and in lieu thereof to have
the Company credit to an internal Plan account (the “Account”) a number of
deferred share units (“Deferred Share Units”) having a Fair Market Value equal
to the Shares and other compensation deferred. 
These credits will be made at the end of each calendar month during
which compensation is deferred.  Each
Election Form shall take effect on the first day of the next calendar year
(or on the first day of the next calendar month in the case of an initial
election by a Participant who is first eligible to defer hereunder) after its
delivery to the Company, subject to Section 8(g) regarding deferral
of Restricted Shares and Restricted Share Units and to Section 10(e) regarding
deferral of Performance Awards, unless the Company sends the Participant a
written notice explaining why the Election Form is invalid within five
business days after the Company receives it. 
Notwithstanding the foregoing sentence: (i) Election Forms shall be
ineffective with respect to any compensation that a Participant earns before
the date on which the Company receives the Election Form and (ii) the
Committee may unilaterally make awards in the form of Deferred Share Units,
regardless of whether or not the Participant foregoes other compensation.


 


(b)           Vesting.  Unless an Award Agreement expressly provides
otherwise, each Participant shall be 100% vested at all times in any Shares
subject to Deferred Share Units.


 


(c)           Issuances of Shares.  The Company shall provide a Participant with
one Share for each Deferred Share Unit in five substantially equal annual
installments that are issued before the last day of each of the five calendar
years that end after the date on which the Participant’s Continuous Service
terminates, unless —


 


(i)            the Participant
has properly elected a different form of distribution, on a form approved by
the Committee, that permits the Participant to select any combination 


 

















 


of
a lump sum and annual installments that are completed within ten years
following termination of the Participant’s Continuous Service, and


 


(ii)           the Company
received the Participant’s distribution election form at the time·the
Participant elects to defer the receipt of cash or other compensation pursuant
to Section 9(a), provided that such election may be changed through any
subsequent election that (i) is delivered to the Administrator at least
one year before the date on which distributions are otherwise scheduled to
commence pursuant to the Participant’s election, and (ii) defers the
commencement of distributions by at least five years from the originally
scheduled· commencement date.


 


Fractional
shares shall not be issued, and instead shall be paid out in cash.


 


(d)           Crediting of Dividends.  Whenever Shares are issued to a Participant
pursuant to Section 9(c) above, such Participant shall also be
entitled to receive, with respect to each Share issued, a cash amount equal to
any cash dividends (plus simple interest at a rate of five percent per annum,
or such other reasonable rate as the Committee may determine), and a number of
Shares equal to any stock dividends which were declared and paid to the holders
of Shares between the Grant Date and the date such Share is issued.


 


(e)           Emergency Withdrawals.  In the event a Participant suffers an
unforeseeable emergency within the contemplation of this Section and Section 409A
of the Code, the Participant may apply to the Company for all immediate
distribution of all or a portion of the Participant’s Deferred Share
Units.  The unforeseeable emergency must
result from a sudden and unexpected illness or accident of the Participant, the
Participant’s spouse, or a dependent (within the meaning of Section 152(a) of
the Code) of the Participant, casualty loss of the Participant’s property, or
other similar extraordinary and unforeseeable conditions beyond the control of
the Participant.  Examples of purposes
which are not considered unforeseeable emergencies include post-secondary
school expenses or the desire to purchase a residence.  In no event will a distribution be made to
the extent the unforeseeable emergency could be relieved through reimbursement
or compensation by insurance or otherwise, or by liquidation of the Participant’s
nonessential assets to the extent such liquidation would not itself cause a
severe financial hardship.  The amount of
any distribution hereunder shall be limited to the amount necessary to relieve
the Participant’s unforeseeable emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution.  The Committee shall determine whether a
Participant has a qualifying unforeseeable emergency and the amount which
qualifies for distribution, if any.  The
Committee may require evidence of the purpose and amount of the need, and may
establish such application or other procedures as it deems appropriate.


 


(f)            Unsecured Rights to Deferred
Compensation.  A
Participant’s right to Deferred Share Units shall at all times constitute an
unsecured promise of the Company to pay benefits as they come due.  The right of the Participant or the
Participant’s duly-authorized transferee to receive benefits hereunder shall be
solely an unsecured claim against the general assets of the Company.  Neither the Participant not the Participant’s
duly-authorized transferee shall have any claim against or rights in any
specific assets, shares, or other funds of the Company.


 














 


10.           Performance Awards


 


(a)           Performance Units.  Subject to the limitations set forth in
paragraph (c) hereof, the Committee may in its discretion grant
Performance Units to any Eligible Person and shall evidence such grant in an
Award Agreement that is delivered to the Participant which sets forth the terms
and conditions of the Award.


 


(b)           Performance Compensation Awards.  Subject to the limitations set forth in
paragraph (c) hereof, the Committee may, at the time of grant of a
Performance Unit, designate such Award as a “Performance Compensation Award” in
order that such Award constitutes “qualified performance-based compensation”
under Code Section 162(m), in which event the Committee shall have the
power to grant such Performance Compensation Award upon terms and conditions
that qualify it as “qualified performance-based compensation” within the
meaning of Code Section 162(m). 
With respect to each such Performance Compensation Award, the Committee
shall establish, in writing within the time required under Code Section 162(m),
a “Performance Period,” “Performance Measure(s)”, and “Performance Formula(e)”
(each such term being hereinafter defined).


 


A
Participant shall be eligible to receive payment in respect of a Performance
Compensation Award only to the extent that the Performance Measure(s) for
such Award is achieved and the Performance Formula(e) as applied against
such Performance Measure(s) determines that all or some portion of such
Participant’s Award has been earned for the Performance Period.  As soon as practicable after the close of
each Performance Period, the Committee shall review and certify in writing
whether, and to what extent, the Performance Measure(s) for the
Performance Period have been achieved and, if so, determine and certify in writing
the amount of the Performance Compensation Award to be paid to the Participant
and, in so doing, may use negative discretion to decrease, but not increase,
the amount of the Award otherwise payable to the Participant based upon such
performance.


 


(c)           Limitations on Awards.  The maximum Performance Unit Award and the
maximum Performance Compensation Award that any one Participant may receive for
any one Performance Period shall not together exceed 500,000 Shares and
$500,000 in cash.  The Committee shall
have the discretion to provide in any Award Agreement that any amounts earned
in excess of these limitations will either be credited as Deferred Share Units,
or as deferred cash compensation under a separate plan of the Company (provided
in the latter case that such deferred compensation either bears a reasonable
rate of interest or has a value based on one or more predetermined actual
investments).  Any amounts for which
payment to the Participant is deferred pursuant to the preceding sentence shall
be paid to the Participant in a future year or years not earlier than, and only
to the extent that, the Participant is either not receiving compensation in
excess of these limits for a Performance Period, or is not subject to the
restrictions set forth under Section 162(b) of the Code.


 


(d)           Definitions.


 


(i)            “Performance Formula” means, for a Performance
Period, one or more objective formulas or standards established by the
Committee for purposes of determining whether or the extent to which an Award
has been earned based on the level 


 

















 


of
performance attained or to be attained with respect to one or more Performance
Measure(s).  Performance Formulae may
vary from Performance Period to Performance Period and from Participant to
Participant and may be established on a stand-alone basis, in tandem or in the
alternative.


 


(ii)           “Performance Measure” means one or more of the
following selected by the Committee to measure Company, Affiliate, and/or
business unit performance for a Performance Period, whether in absolute or
relative terms (including, without limitation, terms relative to a peer group
or index):  basic, diluted, or adjusted
earnings per share; sales or revenue; earnings before interest, taxes, and
other adjustments (in total or on a per share basis); basic or adjusted net
income; returns on equity, assets, capital, revenue or similar measure;
economic value added; working capital; total shareholder return; and product
development, product market share, research, licensing, litigation, human
resources, information services, mergers, acquisitions, sales of assets of
Affiliates or business units.  Each such
measure shall be, to the extent applicable, determined in accordance with
generally accepted accounting principles as consistently applied by the Company
(or such other standard applied by the Committee) and, if so determined by the
Committee, and in the case of a Performance Compensation Award to the extent
permitted under Code Section 162(m), adjusted to omit the effects of
extraordinary items, gain or loss on the disposal of a business segment,
unusual or infrequently occurring events and transactions and cumulative
effects of changes in accounting principles. 
Performance Measures may vary from Performance Period to Performance
Period and from Participant to Participant, and may be established on a
stand-alone basis, in tandem or in the alternative.


 


(iii)          “Performance Period” means one or more periods of
time (of not less than one fiscal year of the Company), as the Committee may
designate, over which the attainment of one or more Performance Measure(s) will
be measured for the purpose of determining a Participant’s rights in respect of
an Award.


 


(e)           Deferral Elections.  At any time prior to the date that is at
least six months before the close of a Performance Period (or shorter or longer
period that the Committee selects) with respect to an Award of either
Performance Units or Performance Compensation, the Committee may permit a
Participant who is a member of a select group of management or highly compensated
employees (within the meaning of the Code) to irrevocably elect, on a form
provided by and acceptable to the Committee, to defer the receipt of all or a
percentage of the cash or Shares that would otherwise be transferred to the
Participant upon the vesting of such Award if the Participant makes this
election, the cash or Shares subject to the election, and any associated
interest and dividends, shall be credited to an account established pursuant to
Section 9 hereof on the date such cash ox Shares would otherwise have been
released or issued to the Participant pursuant to Section 10(a) or Section 10(b) above.


 


11.           Taxes


 


(a)           General.  As a condition to the issuance or
distribution of Shares pursuant to the Plan, the Participant (or in the case of
the Participant’s death, the person who succeeds to the Participant’s rights)
shall make such arrangements as the Company may require for the 


 

















 


satisfaction
of any applicable federal, state, local or foreign withholding tax obligations
that may arise in connection with the Award and the issuance of Shares.  The Company shall not be required to issue
any Shares until such obligations are satisfied.  If the Committee allows the withholding or
surrender of Shares to satisfy a Participant’s tax withholding obligations, the
Committee shall not allow Shares to be withheld in an amount that exceeds the
minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes.


 


(b)           Default Rule for Employees.  In the absence of any other arrangement, an
Employee shall be deemed to have directed the Company to withhold or collect
from his or her cash compensation an amount sufficient to satisfy such tax
obligations from the next payroll payment otherwise payable after the date of
the exercise of an Award.


 


(c)           Special Rules.  In the case of a Participant other than an
Employee (or in the case of an Employee where the next payroll payment is not
sufficient to satisfy such tax obligations, with respect to any remaining tax
obligations), in the absence of any other arrangement and to the extent
permitted under Applicable Law, the Participant shall be deemed to have elected
to have the Company withhold from the Shares or cash to be issued pursuant to
an Award that number of Shares having a Fair Market Value determined as of the
applicable Tax Date (as defined below) or cash equal to the amount required to
be withheld.  For purposes of this Section 11,
the Fair Market Value of the Shares to be withheld shall be determined on the
date that the amount of tax to be withheld is to be determined under the
Applicable Law (the “Tax Date”).


 


(d)           Surrender of Shares.  If permitted by the Committee, in its
discretion, a Participant may satisfy the minimum applicable tax withholding
and employment tax obligations associated with an Award by surrendering Shares
to the Company (including Shares that would otherwise be issued pursuant to the
Award) that have a Fair Market Value determined as of the applicable Tax Date
equal to the amount required to be withheld. 
In the case of Shares previously acquired from the Company that are
surrendered under this Section 11, such Shares must have been owned by the
Participant for more than six months on the date of surrender (or such longer
period of time the Company may in its discretion require).


 


(e)           Income Taxes and Deferred
Compensation. 
Participants are solely responsible and liable for the satisfaction of
all taxes and penalties that may arise in connection with Awards (including any
taxes arising under Section 409A of the Code), and the Company shall not
have any obligation to indemnify or otherwise hold any Participant harmless
from any or all of such taxes.  The
Administrator shall have the discretion to organize any deferral program, to
require deferral election forms, and to grant or to unilaterally modify any
Award in a manner that (i) conforms with the requirements of Section 409A
of the Code with respect to compensation that is deferred and that vests after December 31,
2004, (ii) that voids any Participant election to the extent it would
violate Section 409A of the Code, and (iii) for any distribution
election that would violate Section 409A of the Code, to make
distributions pursuant to the Award at the earliest to occur of a distribution
event that is allowable under Section 409A of the Code or any distribution
event that is both allowable under Section 409A of the Code and is elected
by the Participant, subject to any valid second election to defer, provided
that the Administrator permits second elections to defer in accordance with Section 409A(a)(4)(C).  The Administrator shall 


 

















 


have
the sole discretion to interpret the requirements of the Code, including Section 409A,
for purposes of the Plan and all Awards.


 


12.           Non-Transferability of Awards


 


(a)           General.  Except as set forth in this Section 12,
or as otherwise approved by the Committee for a select group of management or
highly compensated Employees, 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.  The
designation of a beneficiary by a Participant will not constitute a
transfer.  An Award may be exercised,
during the lifetime of the holder of an Award, only by such holder, the
duly-authorized legal representative of a Participant who is Disabled, or a
transferee permitted by this Section 12.


 


(b)           Limited Transferable Rights.  Notwithstanding anything else in this Section 12,
the Committee may in its discretion provide that an Award other than an ISO may
be transferred, on such terms and conditions as the Committee deems
appropriate, either (i) by instrument to the Participant’s “Immediate
Family” (as defined below), (ii) by instrument to an inter vivos or
testamentary trust (or other entity) in which the Award is to be passed to the
Participant’s designated beneficiaries, or (iii) by gift to charitable
institutions.  Any transferee of the
Participant’s rights shall succeed and be subject to all of the terms of this
Award Agreement and the Plan.  “Immediate
Family” means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
and shall include adoptive relationships.


 


13.           Adjustments Upon Changes in
Capitalization, Merger or Certain Other Transactions


 


(a)           Changes in Capitalization.  The Committee shall equitably adjust the
number of Shares covered by each outstanding Award, and the number of Shares
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,
forfeiture, or expiration of an Award, as well as the price per Share covered
by each such outstanding Award, to reflect any increase or decrease in the
number of issued Shares resulting from a stock-split, reverse stock-split,
stock dividend, combination, recapitalization or reclassification of the
Shares, or any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company.  In the event of any such transaction or
event, the Committee may provide in substitution for any or all outstanding
Options under the Plan such alternative consideration (including securities of
any surviving entity) as it may in good faith determine to be equitable under
the circumstances and may require in connection therewith the surrender of all
Options so replaced. In any case, such substitution of securities shall not
require the consent of any person who is granted Options pursuant to the
Plan.  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 required to be made with respect to, the
number or price of Shares subject to any Award.


 


(b)           Dissolution or Liquidation.  In the event of the dissolution or
liquidation of the Company, each Award will terminate immediately prior to the
consummation of such action, 


 

















 


subject
to the ability of the Committee to exercise any discretion authorized in the
case of a Change in Control.


 


(c)           Change in Control.  In the event of a Change in Control the
Committee may in its sole and absolute discretion and authority, without
obtaining the approval or consent of the Company’s shareholders or any
Participant with respect to his or her outstanding Awards, take one or more of
the following actions:


 


(i)            arrange for or otherwise provide that each
outstanding Award shall be assumed or a substantially similar award shall be
substituted by a successor corporation or a parent or subsidiary of such
successor corporation (the “Successor Corporation”);


 


(ii)           accelerate the vesting of Awards so that Awards
shall vest (and, to the extent applicable, become exercisable) as to the Shares
that otherwise would have been unvested and provide that repurchase rights of
the Company, with respect to Shares issued upon exercise of an Award shall
lapse as to the Shares subject to such repurchase right;


 


(iii)          arrange or otherwise provide for the payment of cash
or other consideration to Participants in exchange for the satisfaction and
cancellation of outstanding Awards; or


 


(iv)          make such other modifications, adjustments or
amendments to outstanding Awards or this Plan as the Committee deems necessary
or appropriate, subject however to the terms of Section 15(a) below.


 


Notwithstanding
the above, in the event a Participant holding an Award assumed or substituted
by the Successor Corporation in a Change in Control is Involuntarily Terminated
by the Successor Corporation in connection with, or within 12 months following
consummation of, the Change in Control, then any assumed or substituted Award
held by the terminated Participant at the time of termination shall accelerate
and become fully vested (and exercisable in full in the case of Options and
SARs), and any repurchase right applicable to any Shares shall lapse in full,
unless an Award Agreement provides for a more restrictive acceleration or
vesting schedule or more restrictive limitations on the lapse of repurchase
rights or otherwise places additional restrictions, limitations and conditions
on an Award.  The acceleration of vesting
and lapse of repurchase rights provided for in the previous sentence shall
occur immediately prior to the effective date of the Participant’s termination,
unless an Award Agreement provides otherwise.


 


(d)           Certain Distributions.  In the event of any distribution to the
Company’s shareholders 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 Committee may, in its discretion,
appropriately adjust the price per Share covered by each outstanding Award to
reflect the effect of such distribution.


 


14.           Time of Granting Awards.


 


The
date of grant (“Grant Date”) of an Award shall be the date on which the
Committee makes the determination granting such Award or such other date as is
determined by the 


 

















 


Committee,
provided that in the case of an ISO, the Grant Date shall be the later of the
date on which the Committee makes the determination granting such ISO or the
date of commencement of the Participant’s employment relationship with the
Company.


 


15.           Modification of Awards and
Substitution of Options.


 


(a)           Modification, Extension, and
Renewal of Awards.  Within the
limitations of the Plan, the Committee may modify an Award to accelerate the
rate at which an Option or SAR may be exercised (including without limitation
permitting an Option or SAR to be exercised in full without regard to the
installment or vesting provisions of the applicable Award Agreement or whether
the Option or SAR is at the time exercisable, to the extent it has not
previously been exercised), to accelerate the vesting of any Award, to extend
or renew outstanding Awards, or to accept the cancellation of outstanding
Awards to the extent not previously exercised either for the granting of new
Awards or for other consideration in substitution or replacement thereof.  Notwithstanding the foregoing provision, no
modification of an outstanding Award shall materially and adversely affect such
Participant’s rights thereunder, unless either the Participant provides written
consent or there is an express Plan provision permitting the Committee to act
unilaterally to make the modification.


 


(b)           Substitution of Options.  Notwithstanding any inconsistent provisions
or limits under the Plan, in the event the Company or an Affiliate acquires
(whether by purchase, merger or otherwise) all or substantially all of
outstanding capital stock or assets of another corporation or in the event of
any reorganization or other transaction qualifying under Section 424 of
the Code, the Committee may, in accordance with the provisions of that Section,
substitute Options for options under the plan of the acquired company provided (i) the
excess of the aggregate fair market value of the shares subject to an option
immediately after the substitution over the aggregate option price of such
shares is not more than the similar excess immediately before such substitution
and (ii) the new option does not give persons additional benefits,
including any extension of the exercise period.


 


16.           Term of Plan.


 


The
Plan shall continue in effect for a term of ten (10) years from its
effective date as determined under Section 20 below, unless the Plan is
sooner terminated under Section 17 below.


 


17.           Amendment and Termination of the
Plan.


 


(a)           Authority to Amend or Terminate.  Subject to Applicable Laws, the Board may
from time to time amend, alter, suspend, discontinue, or terminate the Plan.


 


(b)           Effect of Amendment or
Termination.  No
amendment, suspension, or termination of the Plan shall materially and adversely
affect Awards already granted unless either it relates to an adjustment
pursuant to Section 13 above, or it is otherwise mutually agreed between
the Participant and the Committee, which agreement must be in writing and
signed by the Participant and the Company. 
Notwithstanding the foregoing, the Committee may amend the Plan to
eliminate provisions which are no longer necessary as a result of changes in
tax or securities laws or regulations, or in the interpretation thereof.


 

















 


18.           Conditions Upon Issuance of
Shares.


 


Notwithstanding
any other provision of the Plan or any agreement entered into by the Company
pursuant to the Plan, the Company shall not be obligated, and shall have no
liability for failure, to issue or deliver any Shares under the Plan unless
such issuance or delivery would comply with Applicable Law, with such
compliance determined by the Company in consultation with its legal counsel.


 


19.           Reservation of Shares.


 


The
Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.


 


20.           Effective Date.


 


This
Plan shall become effective on the date of its approval by the Board; provided
that this Plan shall be submitted to the Company’s shareholders for approval
and if not approved by the shareholders in accordance with Applicable Laws (as
determined by the Committee in its discretion) within one year from the date of
approval by the Board, this Plan and any Awards shall be null, void, and of no
force and effect.  Awards granted under
this Plan before approval of this Plan by the shareholders shall be granted
subject to such approval, and no Shares shall be distributed before such
approval.


 


21.           Controlling Law.


 


All
disputes relating to or arising from the Plan shall be governed by the internal
substantive laws (and not the laws of conflicts of laws) of the State of
Delaware, to the extent not preempted by United States federal law.  If any provision of this Plan is held by a
court of competent jurisdiction to be invalid and unenforceable, the remaining
provisions shall continue to be fully effective.


 


22.           Laws And Regulations.


 


(a)           U.S. Securities Laws.  This plan, the grant of Awards, and the
exercise of Options and SARs under this Plan, and the obligation of the Company
to sell or deliver any of its securities (including, without limitation,
Options, Restricted Shares, Restricted Share Units, Deferred Share Units, and
Shares) under this Plan shall be subject to all Applicable Law.  In the event that the Shares are not
registered under the Securities Act of 1933, as amended (the “Act”), or any
applicable state securities laws prior to the delivery of such Shares, the
Company may require, as a condition to the issuance thereof, that the persons
to whom Shares are to be issued represent and warrant in writing to the Company
that such Shares are being acquired by him or her for investment for his or her
own account and not with a view to, for resale in connection with, or with an
intent of participating directly or indirectly in, any distribution of such
Shares within the meaning of the Act, and a legend to that effect may be placed
on the certificates representing the Shares.


 


(b)           Other Jurisdictions.  To facilitate the making of any grant of an
Award under this Plan, the Committee may provide for such special terms for
Awards to Participants who are 


 

















 


foreign
nationals or who are employed by the Company or any Affiliate outside of the
United States of America as the Committee may consider necessary or appropriate
to accommodate differences in local law, tax policy or custom.  The Company may adopt rules and
procedures relating to the operation and administration of this Plan to
accommodate the specific requirements of local laws and procedures of
particular countries.  Without limiting
the foregoing, the Company is specifically authorized to adopt rules and
procedures regarding the conversion of local currency, taxes, withholding
procedures and handling of stock certificates which vary with the customs and
requirements of particular countries. 
The Company may adopt sub-plans and establish escrow accounts and trusts
as may be appropriate or applicable to particular locations and countries.


 


23.           No Shareholder Rights.  Neither a Participant nor any transferee of a
Participant shall have any rights as a shareholder of the Company with respect
to any Shares underlying any Award until the date of issuance of a share
certificate to a Participant or a transferee of a Participant for such Shares in
accordance with the Company’s governing instruments and Applicable Law.  Prior to the issuance of Shares pursuant to
an Award, a Participant shall not have the right to vote or to receive
dividends or any other rights as a shareholder with respect to the Shares
underlying the Award, notwithstanding its exercise in the case of Options and
SARs.  No adjustment will be made for a
dividend or other right that is determined based on a record date prior to the
date the stock certificate is issued, except as otherwise specifically provided
for in this Plan.


 


24.           No Employment Rights.  The Plan shall not confer upon any
Participant any right to continue an employment, service or consulting
relationship with the Company, nor shall it affect in any way a Participant’s
right or the Company’s right to terminate the Participant’s employment,
service, or consulting relationship at any time, with or without Cause.


 

















 


TANGOE, INC.


 


2005 Stock Incentive Plan


 






 


Appendix A: Definitions


 


As
used in the Plan, the following definitions shall apply:


 


“Affiliate” means, with respect to any
Person (as defined below), any other Person that directly or indirectly
controls or is controlled by or under common control with such Person.  For the purposes of this definition, “control,”
when used with respect to any Person, means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of
such Person or the power to elect directors, whether through the ownership of
voting securities, by contract or otherwise; and the terms “affiliated,” “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Applicable Law” means the legal
requirements relating to the administration of options and share-based plans
under applicable U.S. federal and state laws, the Code, any applicable stock
exchange or automated quotation system rules or regulations, and the
applicable laws of any other country or jurisdiction where Awards are granted,
as such laws, rules, regulations and requirements shall be in place from time
to time.


 


“Award” means any award made pursuant to the Plan,
including awards made in the form of an Option, an SAR, a Restricted Share, a
Restricted Share Unit, a Deferred Share Unit and a Performance Award, or any
combination thereof, whether alternative or cumulative, authorized by and
granted under this Plan.


 


“Award Agreement” means any written document
setting forth the terms of an Award that has been authorized by the
Committee.  The Committee shall determine
the form or forms of documents to be used, and may change them from time to
time for any reason.


 


“Board” means the Board of Directors of the Company.


 


“Cause” for termination of a Participant’s
Continuous Service will exist if the Participant is terminated from employment
or other service with the Company or an Affiliate for any of the following
reasons:  (i) the Participant’s
willful failure to substantially perform his or her duties and responsibilities
to the Company or deliberate violation of a material Company policy; (ii) the
Participant’s commission of any material act or acts of fraud, embezzlement,
dishonesty, or other willful misconduct; (iii) the Participant’s material
unauthorized use or disclosure of any proprietary information or trade secrets
of the Company or any other party to whom the Participant owes an obligation of
nondisclosure as a result of his or her relationship with the Company; or (iv) Participant’s
willful and material breach of any of his or her obligations under any written
agreement or covenant with the Company.


 


The
Committee shall in its discretion determine whether or not a Participant is
being terminated for Cause.  The
Committee’s determination shall, unless arbitrary and capricious, be 


 

















 


final
and binding on the Participant, the Company, and all other affected
persons.  The foregoing definition does
not in any way limit the Company’s ability to terminate a Participants
employment or consulting relationship at any time, and the term “Company” will
be interpreted herein to include any Affiliate or successor thereto, if
appropriate.


 


“Change in Control” means (i) a sale of
all or substantially all of the Company’s assets, (ii) any merger or
consolidation of the Company with or into another corporation other than a
merger or consolidation in which the holders of the shares of capital stock of
the Company outstanding immediately prior to such transaction continue to hold
(either by the voting securities remaining outstanding or by their being
converted into voting securities of the surviving entity) more than 50% of the
total voting power represented by the voting securities of the Company, or such
surviving entity, outstanding immediately after such transaction, or (iii) any
person or group (as such terms are used in and under Section 13(d) of
the Exchange Act), other than a person or group that is a stockholder of the
Company as of January 31, 2005, becomes the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing more than 50% of the total voting power
represented by the then outstanding voting securities of the Company.  Notwithstanding the foregoing, the Committee
has the discretion to interpret this definition in a manner that conforms with
the requirements of Section 409A of the Code and associated guidance.


 


“Code” means the U.S.  Internal Revenue Code of 1986, as amended.


 


“Committee” means one or more
committees or subcommittees of the Board appointed by the Board to administer
the Plan in accordance with Section 4 above.  With respect to any decision involving an
Award intended to satisfy the requirements of Section 162(m) of the
Code; the Committee shall consist of two or more Directors of the Company who
are “outside directors” within the meaning of Section 162(m) of the
Code.  With respect to any decision
relating to a Reporting Person, the Committee shall consist of two or more
Directors who are disinterested within the meaning of Rule 16b-3.


 


“Company” means Tangoe, Inc., a Delaware
corporation; provided, however, that in the event the Company reincorporates to
another jurisdiction, all references to the term “Company” shall refer to the
Company in such new jurisdiction.


 


“Consultant” means any person, including
an advisor, who is engaged by the Company or any Affiliate to render services
and is compensated for such services.


 


“Continuous Service” means the absence of any
interruption or termination of service as an Employee, Director, or
Consultant.  Continuous Service shall not
be considered interrupted in the case of: 
(i) sick leave; (ii) military leave; (iii) any other
leave of absence approved by the Committee, provided that such leave is for a
period of not more than 90 days, unless reemployment or reengagement 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; (iv) changes
in status from Director to advisory director or emeritus status; or (iv) in
the case of transfers between locations of the Company or between the Company,
its Affiliates or their respective successors. 
Changes in status between service as an Employee, Director or a
Consultant will not constitute an interruption of Continuous Service.


 














 


“Deferred Share Units” mean Awards pursuant to Section 9
of the Plan.


 


“Director” means a member of the Board, or a member of
the board of directors of an Affiliate.


 


“Disabled” means a condition under which a Participant —


 


(a)           is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or


 


(b)           is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, received income replacement benefits for a period of not less than 3
months under an accident or health plan covering employees of the Company.


 


“Eligible Person” means any Consultant,
Director or Employee and includes non-Employees to whom an offer of employment
has been extended.


 


“Employee” means any person whom the Company or any
Affiliate classifies as an employee (including an officer) for employment tax
purposes.  The payment by the Company of
a directors fee to a Director shall not be sufficient to constitute “employment”
of such Director by the Company.


 


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


 


“Fair Market Value” means, as of any date (the “Determination
Date’’) means: (i) the closing price of a Share on the New York Stock
Exchange or the American Stock Exchange (collectively, the “Exchange”), on the
Determination Date, or, if shares were not traded on the Determination Date,
then on the nearest preceding trading day during which a sale occurred; or (ii) if
such stock is not traded on the Exchange but is quoted on NASDAQ or a successor
quotation system, (A) the last sales price (if the stock is then listed as
a National Market Issue under The Nasdaq National Market System) or (B) the
mean between the closing representative bid and asked prices (in-all other
cases) for the stock on the Determination Date as reported by NASDAQ or such
successor quotation system; or (iii) if such stock is not traded on the
Exchange or quoted on NASDAQ but is otherwise traded in the over-the-counter,
the mean between the representative bid and asked prices on the Determination
Date; or (iv) if subsections (i)-(iii) do not apply, the fair market
value established in good faith by the Board.


 


“Grant Date” has the meaning set forth
in Section 14 of the Plan.


 


“Incentive Share Option or ISO” hereinafter 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 Award Agreement.


 


“SAR” or “Share Appreciation Right” means Awards
granted pursuant to Section 7 of the Plan.


 

















 


“Share” means a share of common stock of the
Company, as adjusted in accordance with Section 13 of the Plan.


 


“Ten Percent Holder” means a person who owns
stock representing more than ten percent (10%) of the combined voting power of
all classes of stock of the Company or any Affiliate.


 


“Unrestricted Shares” has the meaning set forth
in Section 8 of the Plan.


 

















 


TANGOE, INC.


 


AMENDMENT No. 1 To 2005 STOCK INCENTIVE PLAN


 


This
Amendment No. 1 to the Tangoe, Inc. 2005 Stock Incentive Plan (this “Amendment”)
has been approved by the Board of Directors on December 28, 2005 and by
the stockholders on December 29, 2005. 
All undefined capitalized terms used herein shall have the same meanings
as set forth in the Tangoe, Inc. 2005 Stock Incentive Plan (the “Plan”).


 


1.             The Plan is hereby amended
by deleting Section 3 of the Plan in its entirety and substituting the
following new Section 3 in lieu thereof:


 


“3.           Shares Subject to the Plan


 


Subject to the provisions of Section 13 of the Plan, the maximum
number of Shares that the Company may issue for all Awards is 2,000,000
Shares.  For all Awards, the Shares
issued pursuant to the Plan may be authorized but unissued Shares, or Shares
that the Company has reacquired or otherwise holds in treasury.


 


Shares that are subject to an Award that for any reason expires, is
forfeited, is cancelled, or becomes unexercisable, and Shares that are for any
other reason not paid or delivered under the Plan shall again, except to the
extent prohibited by Applicable Law, be available for subsequent Awards under the
Plan.  In addition, the Committee may
make future Awards with respect to Shares that the Company retains from
otherwise delivering pursuant to an Award either (i) as payment of the
exercise price of an Award, or (ii) in order to satisfy the withholding or
employment taxes due upon the grant, exercise, vesting, or distribution of an
Award.  Notwithstanding the foregoing,
but subject to adjustments pursuant to Section 13 below, the number of
Shares that are available for ISO Awards shall be determined, to the extent
required under applicable tax laws, by reducing the number of Shares designated
in the preceding paragraph by the number of Shares granted pursuant to Awards
(whether or not Shares are issued pursuant to such Awards); provided that any
Shares that are either purchased under the Plan and forfeited back to the Plan,
or surrendered in payment of the Exercise Price for an Award shall be available
for issuance pursuant to ISO Awards.”


 


2.             Except as expressly or by
necessary implication amended by the terms of this Agreement, the terms and
conditions of the Plan shall remain in full force and effect.


 

















 


TANGOE, INC.


 


AMENDMENT No. 2 To 2005 STOCK INCENTIVE PLAN


 


This
Amendment No. 2 to the Tangoe, Inc. 2005 Stock Incentive Plan (this “Amendment”)
has been approved by the Board of Directors on August     ,
2006 and by the stockholders on August     ,
2006.  All undefined capitalized terms
used herein shall have the same meanings as set forth in the Tangoe, Inc.
2005 Stock Incentive Plan (the “Plan”).


 


1.             The Plan is hereby amended
by deleting Section 3 of the Plan in its entirety and substituting the
following new Section 3 in lieu thereof:


 


“3.           Shares Subject to the Plan


 


Subject to the provisions of Section 13 of the Plan, the maximum
number of Shares that the Company may issue for all Awards is 4,500,000
Shares.  For all Awards, the Shares
issued pursuant to the Plan may be authorized but unissued Shares, or Shares
that the Company has reacquired or otherwise holds in treasury.


 


Shares that are subject to an Award that for any reason expires, is
forfeited, is cancelled, or becomes unexercisable, and Shares that are for any
other reason not paid or delivered under the Plan shall again, except to the
extent prohibited by Applicable Law, be available for subsequent Awards under
the Plan.  In addition, the Committee may
make future Awards with respect to Shares that the Company retains from
otherwise delivering pursuant to an Award either (i) as payment of the
exercise price of an Award, or (ii) in order to satisfy the withholding or
employment taxes due upon the grant, exercise, vesting, or distribution of an
Award.  Notwithstanding the foregoing,
but subject to adjustments pursuant to Section 13 below, the number of
Shares that are available for ISO Awards shall be determined, to the extent
required under applicable tax laws, by reducing the number of Shares designated
in the preceding paragraph by the number of Shares granted pursuant to Awards
(whether or not Shares are issued pursuant to such Awards); provided that any
Shares that are either purchased under the Plan and forfeited back to the Plan,
or surrendered in payment of the Exercise Price for an Award shall be available
for issuance pursuant to ISO Awards.”


 


2.             The Plan is hereby amended
by deleting Section 5 of the Plan in its entirety and substituting the
following new Section 5 in lieu thereof:


 


“5.           Eligibility


 


(a)           General
Rule.  The Committee may grant ISOs
only to Employees (including officers who are Employees) of the Company or an
Affiliate that is a “parent corporation” or “subsidiary corporation” within the
meaning of Section 424 of the Code, and may grant all other Awards to any
Eligible Person.  A Participant who has
been granted an Award may be granted an additional Award or Awards if the Committee
shall so determine, if such person is otherwise an Eligible Person and if
otherwise in accordance with the terms of the Plan.


 

















 


(b)           Grant
of Awards.  Subject to
the express provisions of the Plan, the Committee shall determine from the
class of Eligible Persons those individuals to whom Awards under the Plan may
be granted, the number of Shares subject to each Award, the price (if any) to
be paid for the Shares or the Award and, in the case of Performance Awards, in
addition to the matters addressed in Section 10 below, the specific
objectives, goals and performance criteria that further define the Performance
Award.  Each Award shall be evidenced by
an Award Agreement signed by the Company and, if required by the Committee, by
the Participant.  The Award Agreement
shall set forth the material terms and conditions of the Award established by
the Committee.


 


(c)           Limits
on Awards.  During the
term of the Plan, no Participant may receive Options and SARs that relate to
more than 4,500,000 Shares.  The Committee
will adjust these limitations pursuant to Section 13 below.


 


(d)           Replacement
Awards.  Subject to Applicable Laws
(including any associated Shareholder approval requirements), the Committee
may, in its sole discretion and upon such terms as it deems appropriate,
require as a condition of the grant of an Award to a Participant that the
Participant surrender for cancellation some or all of the Awards that have
previously been granted to the Participant under this Plan or otherwise.  An Award that is conditioned upon such
surrender may or may not be the same type of Award, may cover the same (or a
lesser or greater) number of Shares as such surrendered Award, may have other
terms that are determined without regard to the terms or conditions of such surrendered
Award, and may contain any other terms that the Committee deems
appropriate.  In the case of Options,
these other terms may not involve an Exercise Price that is lower than the
Exercise Price of the surrendered Option unless the Company’s shareholders
approve the grant itself or the program under which the grant is made pursuant
to the Plan.”


 


3.             Except as expressly or by
necessary implication amended by the terms of this Agreement, the terms and
conditions of the Plan shall remain in full force and effect.


 

















 


OMNIBUS AMENDMENT TO

TRAQ WIRELESS, INC. AMENDED AND RESTATED 1999 STOCK PLAN,

TANGOE, INC. 2000 EXECUTIVE STOCK OPTION/STOCK ISSUANCE PLAN,

TANGOE, INC. 2000 EMPLOYEE STOCK OPTION/STOCK ISSUANCE PLAN

AND

TANGOE, INC. 2005 STOCK INCENTIVE PLAN


 


THIS OMNIBUS AMENDMENT (this “Amendment”)
amends that certain (i) Traq Wireless, Inc. Amended and Restated 1999
Stock Plan (the “Traq Plan”), (ii) Tangoe, Inc.
2000 Executive Stock Option/Stock Issuance Plan (the “Tangoe 2000
Executive Plan”) (iii) Tangoe, Inc. 2000 Employee Stock
Option/Stock Issuance Plan (the “Tangoe 2000 Employee Plan”
and together with the Tangoe 2000 Executive Plan, the “Tangoe 2000
Plans”) and (iv) Tangoe, Inc. 2005 Incentive Stock Option
Plan (the “Tangoe 2005 Plan” and together with
the Traq Plan and the Tangoe 2000 Plans, the “Plans”).


 


WHEREAS, Tangoe, Inc., a Delaware corporation (“Tangoe”), Traq Acquisition Corp., a wholly
owned subsidiary of Tangoe and a Delaware corporation and Traq Wireless, Inc.,
a Delaware corporation have entered into that certain Agreement and Plan of
Merger dated as of March 1, 2007 (the “Merger Agreement”)
pursuant to which Merger Sub was merged with and into Traq and the surviving
entity thereof is a wholly owned subsidiary of Tangoe; and


 


WHEREAS, pursuant to Section 2.8 of the Merger
Agreement, Tangoe has assumed the Traq Plan and all outstanding options under
the Traq Plan; and


 


WHEREAS, the Board of Directors of Tangoe wishes to amend
the Plans to (1) limit the number of shares allocated and reserved to the
Traq Plan and the Tangoe 2000 Plans (collectively, the “Capped Plans”) to the
number of shares of Common Stock that were originally issued pursuant to the
Capped Plans or pursuant to the exercise of options originally issued under the
Capped Plans and that are outstanding as of the Effective Time, plus the number
of shares of Common Stock covered by options outstanding under the Capped Plans
as of the Effective Time, plus the number of shares of Common Stock covered by
options outstanding under the Capped Plans as of the Effective Time, (ii) increase
the shares of Common Stock that are allocated and reserved to the Tangoe 2005
Plan, and (iii) provide that any shares of stock that are unexercised or
that are reacquired by Tangoe under the Capped Plans after the Effective Date
become available and reserved under and allocated to the Tangoe 2005 Plan.


 


NOW THEREFORE, the Plans are hereby amended as follows:


 


1.             Amendments
to Traq Plan.


 


(a)           The first sentence of Section 4(a) of
the Traq Plan is hereby deleted and replaced with the following:


 


“Shares offered under the Plan may be authorized but unissued shares or
treasury Shares.  The aggregate number of
Shares that may be issued under the Plan (upon exercise of Options or other
rights to acquire Shares) shall not exceed 5,981,816, subject to adjustment
pursuant to Sections 4(b) and 8 (the “Number of Plan Shares”).”


 

















 


(b)           Section 4(b) of
the Traq Plan is hereby deleted in its entirety and replaced with the
following:


 


“Reduction of Number of Plan Shares.  From and after March 9,
2007, the Number of Plan Shares shall be reduced by the number of (1) Shares
issued under the Plan that the Company reacquires for any reason including,
without limitation, pursuant to any forfeiture provision, right of repurchase,
right of first refusal, cashless exercise procedure, option exchange program or
otherwise, (2) Shares that are subject to Options that expire, are
forfeited, cancelled or become unexercisable, and (3) Shares that the
Company retains from otherwise delivering pursuant to any awards originally
made under the Plan either (i) as payment of the Purchase Price or
Exercise Price of an award, or (ii) in order to satisfy the withholding or
employment taxes due upon the grant, exercise, vesting, or distribution of any
award.”


 


2.             Amendments
to the Tangoe 2000 Plans.


 


(a)           Section 3 of each of
the Tangoe 2000 Executive Plan is hereby deleted and replaced with the
following:


 


“3.           Stock Subject
to the Plan.  Subject to
the provisions of this Section 3 and Section 14 of the Plan, the
maximum number of Shares that may be sold under the Plan shall be 4,401,684
(the “Number of Plan Shares”).  From and
after March 9, 2007, the Number of Plan Shares shall be reduced by the
number of (1) Shares issued under the Plan that the Company reacquires for
any reason including, without limitation, pursuant to any forfeiture provision,
right of repurchase, right of first refusal, cashless exercise procedure,
option exchange program or otherwise, (2) Shares that are subject to
Options that expire, are forfeited, cancelled or become unexercisable, and (3) Shares
that the Company retains from otherwise delivering pursuant to any awards
originally made under the Plan either (i) as payment of the purchase Price
or exercise Price of an Option or other award, or (ii) in order to satisfy
the withholding or employment taxes due upon the grant, exercise, vesting, or
distribution of any Option or other award.”


 


(b)           Section 3 of each of
the Tangoe 2000 Employee Plan is hereby deleted and replaced with the
following:


 


“3.           Stock Subject
to the Plan.  Subject to
the provisions of this Section 3 and Section 14 of the Plan, the
maximum number of Shares that may be sold under the Plan shall be 943,775 (the “Number
of Plan Shares”).  From and after March 9,
2007, the Number of Plan Shares shall be reduced by the number of (1) Shares
issued under the Plan that the Company reacquires for any reason including,
without limitation, pursuant to any forfeiture provision, right of repurchase,
right of first refusal, cashless exercise procedure, option exchange program or
otherwise, (2) Shares that are subject to Options that expire, are
forfeited, cancelled or become unexercisable, and (3) Shares that the
Company retains from otherwise delivering pursuant to any awards originally
made under the Plan either (i) as payment of the purchase Price or
exercise Price of an Option or other award, or (ii) in order to satisfy
the withholding or employment taxes due upon the grant, exercise, vesting, or
distribution of any Option or other award.”


 

















 


3.             Amendments
to the Tangoe 2005 Plan.


 


(a)           Section 3 of the Tangoe
2005 Plan is hereby deleted in its entirety and replaced with the following:


 


“3.           Shares
Subject to the Plan.


 


(a)           Number
of Plan Shares.  Subject to
the provisions of this Section 3 and Section 13 of the Plan, the
maximum number of Shares that the Company may issue for all Awards is 6,016,944
Shares (the “Number of Plan Shares”). 
For all Awards, the Shares issued pursuant to the Plan may be authorized
but unissued Shares, or Shares that the Company has reacquired or otherwise
holds in treasury.


 


(b)           Shares
Reacquired under Certain Other Plans.  Except to the extent prohibited by Applicable
Law, the Number of Plan Shares shall be automatically increased by, and there shall
be made available for subsequent Awards under the Plan, (1) any shares of
Common Stock that the Company reacquires for any reason under the Traq Plan or
either of the Tangoe 2000 Plans, including, without limitation, pursuant to any
forfeiture provision, right of repurchase, right of first refusal, cashless
exercise procedure, option exchange program or otherwise, (2) shares that
are subject to options issued under the Traq Plan or either of the Tangoe 2000
Plans that expire, are forfeited, cancelled or become unexercisable, and (3) shares
that the Company retains from otherwise delivering pursuant to any awards
originally made under the Traq Plan or either of the Tangoe 2000 Plans either (i) as
payment of the exercise price of an award, or (ii) in order to satisfy the
withholding or employment taxes due upon the grant, exercise, vesting, or
distribution of any award.


 


(c)           Shares
Reacquired under the Plan. 
Except to the extent prohibited by Applicable Law, the Number of Plan
Shares shall be automatically increased by, and there shall be made available
for subsequent Awards under the Plan, (1) any shares of Common Stock that
the Company reacquires for any reason under the Plan, including, without
limitation, pursuant to any forfeiture provision, right of repurchase, right of
first refusal, cashless exercise procedure, option exchange program or
otherwise, (2) shares that are subject to an Award that for any reason
expires, is forfeited, is cancelled or becomes unexercisable, and Shares that
are for any other reason not paid or delivered under the Plan, and (3) shares
that the Company retains from otherwise delivering pursuant to any Award either
(i) as payment of the exercise price of the Award, or (ii) in order
to satisfy the withholding or employment taxes due upon the grant, exercise,
vesting, or distribution of the Award.


 


(d)           ISO
Awards.  Notwithstanding the other
provisions of this Section 3, but subject to adjustments pursuant to Section 13
below, the number of Shares that are available for all ISO Awards made under
the Plan shall in no event exceed 6,016,944 plus up to 11,327,275 Shares that
may be added to the Plan by virtue of the operation of Sections 3.3(b) and
(c), for an aggregate maximum of 17,344,219 Shares.


 

















 


(b)           Appendix A to the Tangoe 2005
Plan is hereby amended by inserting the following definitions in the
appropriate alphabetical order:


 


“Tangoe 2000 Plans” shall mean,
collectively (i) that certain Tangoe, Inc. 2000 Executive Stock
Option/Stock Issuance Plan and (ii) that certain Tangoe, Inc. 2000
Employee Stock Option/Stock Issuance Plan.”


 


“Traq Plan” means that
certain Traq Wireless, Inc. Amended and Restated 1999 Stock Plan which was
assumed by the Company in connection with the Company’s acquisition of Traq
Wireless, Inc.”


 














 


TANGOE, INC.


 


AMENDMENT NO. 3 TO 2005 STOCK INCENTIVE PLAN


 


This
Amendment No. 3 (this “Amendment”) to the Tangoe, Inc. 2005 Stock
Incentive Plan (the “Plan”) has been approved by the Board of Directors of
Tangoe, Inc. (the “Company”) on September 19, 2007 and shall be
effective as of such date.  The Plan was
previously amended by Amendment No. 1 and Amendment No. 2 and by
Omnibus Amendment to the Plan and certain other stock or equity compensation
plans of the Company.


 


1.             The Plan is hereby amended
by re-designating Clause (iv) of Section 6(g) of the Plan as
Clause (v) and inserting the following as a new Clause (iv) of such
Section:


 


“(iv)        Participant’s
promissory note with such recourse, interest, security, and redemption
provisions as the Committee determines to be appropriate (subject to the
provisions of Section 153 of the Delaware General Corporation Law); and”


 


2.             Except as expressly or by
necessary implication amended by the terms of this Agreement, the terms and
conditions of the Plan (as previously amended) remain in full force and effect.


 

















 


TANGOE, INC.


 


AMENDMENT NO. 4 TO 2005 STOCK INCENTIVE PLAN


 


This
Amendment No. 4 (this “Amendment”) to the Tangoe, Inc. 2005 Stock
Incentive Plan (the “Plan”) has been approved by the Board of Directors of Tangoe, Inc.
(the “Company”) on December 6, 2007 and shall be effective as of such
date.  The Plan was previously amended by
Amendment No. 1, Amendment No. 2, Omnibus Amendment to the Plan and
certain other stock or equity compensation plans of the Company (the “Omnibus
Amendment”) and Amendment No. 3.


 


1.             The Plan is hereby amended
by changing the share number “6,016,944” as it appears in Sections 3(a) and
(d) of the Plan (as such Sections were last amended and restated by the
Omnibus Amendment) to “7,100,827.”


 


2.             Except as expressly or by
necessary implication amended by the terms of this Agreement, the terms and
conditions of the Plan (as previously amended) remain in full force and effect.


 

















 


TANGOE, INC.


 


AMENDMENT NO. 5 TO 2005 STOCK INCENTIVE PLAN


 


This
Amendment No. 5 (this “Amendment”) to the Tangoe, Inc. 2005 Stock
Incentive Plan (the “Plan”) has been approved by the Board of Directors of
Tangoe, Inc. (the “Company”) on July 1, 2008 and shall be effective
as of such date.  The Plan was previously
amended by Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4 and by Omnibus Amendment to the Plan and certain other
stock or equity compensation plans of the Company (the “Omnibus Amendment”).


 


1.             The Plan is hereby amended
by increasing the Number of Plan Shares by 3,000,000 Shares as of the effective
date of this Amendment, such that the Number of Plan Shares as of the effective
date of this Amendment shall be 10,100,827 plus such additional Shares as have
been added to the Number of Plan Shares by operation of Sections 3(b) and (c) of
the Plan since the effective date of the Omnibus Amendment.  The Number of Plan Shares remains subject to
further increase after the effective date of this Amendment by operation of
Sections 3(b) and (c) of the Plan.


 


2.             Section 3(d) of
the Plan is hereby amended and restated in its entirety to read as follows:


 


“(d)         ISO
Awards.  Notwithstanding the other
provisions of this Section 3, but subject to adjustments pursuant to Section 13
below, the number of Shares that are available for all ISO Awards made under
the Plan shall in no event exceed 10,100,827 plus up to 11,327,275 Shares that
may be added to the Plan by virtue of the operation of Sections 3.3(b) and
(c), for an aggregate maximum of 21,428,102 Shares.”


 


3.             Section 5(c) of
the Plan is hereby amended and restated in its entirety to read as
follows:  “During the term of the Plan,
no Participant may receive Options and SARs that relate to more than 10,100,827
Shares, plus up to 11,327,275 Shares that may be added to the Plan by virtue of
the operation of Sections 3.3(b) and (c), for an aggregate maximum of
21,428,102 Shares.  The Committee will
adjust these limitations pursuant to Section 13 below.”


 


4.             Except as expressly or by
necessary implication amended by the terms of this Agreement, the terms and
conditions of the Plan (as previously amended) remain in full force and effect.


 

















 


TANGOE, INC.


 


AMENDMENT NO. 6 TO 2005 STOCK INCENTIVE PLAN


 


This
Amendment No. 6 (this “Amendment”) to the Tangoe, Inc. 2005 Stock
Incentive Plan (the “Plan”) has been approved by the Board of Directors of
Tangoe, Inc. (the “Company”) on January 30, 2009 and shall be
effective as of such date.  The Plan was
previously amended by Amendment No. 1, Amendment No. 2, an Omnibus
Amendment to the Plan, Amendment No. 3, Amendment No. 4, Amendment No. 5,
and by and certain other stock or equity compensation plans of the Company (the
“Omnibus Amendment”).


 


1.             The Plan is hereby amended
by increasing the Number of Plan Shares by 2,000,000 Shares as of the effective
date of this Amendment, such that the Number of Plan Shares as of the effective
date of this Amendment shall be 12,100,827 plus such additional Shares as have
been added to the Number of Plan Shares by operation of Sections 3(b) and (c) of
the Plan since the effective date of the Omnibus Amendment.  The Number of Plan Shares remains subject to
further increase after the effective date of this Amendment by operation of
Sections 3(b) and (c) of the Plan.


 


2.             Section 3(d) of
the Plan is hereby amended and restated in its entirety to read as follows:


 


“(d)         ISO
Awards.  Notwithstanding the other
provisions of this Section 3, but subject to adjustments pursuant to Section 13
below, the number of Shares that are available for all ISO Awards made under
the Plan shall in no event exceed 12,100,827 plus up to 11,327,275 Shares that
may be added to the Plan by virtue of the operation of Sections 3.3(b) and
(c), for an aggregate maximum of 23,428,102 Shares.”


 


3.             Section 5(c) of
the Plan is hereby amended and restated in its entirety to read as
follows:  “During the term of the Plan,
no Participant may receive Options and SARs that relate to more than 12,100,827
Shares, plus up to 11,327,275 Shares that may be added to the Plan by virtue of
the operation of Sections 3.3(b) and (c), for an aggregate maximum of
23,428,102 Shares.  The Committee will
adjust these limitations pursuant to Section 13 below.”


 


4.             Except as expressly or by
necessary implication amended by the terms of this Agreement, the terms and
conditions of the Plan (as previously amended) remain in full force and effect.


 














 


TANGOE, INC.


 


AMENDMENT NO. 7 TO 2005 STOCK INCENTIVE PLAN


 


This
Amendment No. 7 (this “Amendment”) to the Tangoe, Inc. 2005 Stock
Incentive Plan (the “Plan”) has been approved by the Board of Directors of
Tangoe, Inc. (the “Company”) on April 16, 2010 and shall be effective
as of such date.  The Plan was previously
amended by Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4, Amendment No. 5, Amendment No. 6 and by Omnibus
Amendment to the Plan and certain other stock or equity compensation plans of
the Company (the “Omnibus Amendment”).


 


1.                                       The Plan is
hereby amended by increasing the Number of Plan Shares by 3,901,754 Shares as
of the effective date of this Amendment, such that the Number of Plan Shares as
of the effective date of this Amendment shall be 16,002,581 plus such
additional Shares as have been added to the Number of Plan Shares by operation
of Sections 3(b) and (c) of the Plan since the effective date of the
Omnibus Amendment.  The Number of Plan
Shares remains subject to further increase after the effective date of this
Amendment by operation of Sections 3(b) and (c) of the Plan.


 


2.                                       Section 3(d) of
the Plan is hereby amended and restated in its entirety to read as follows:


 


“(d)         ISO Awards.  Notwithstanding the other provisions of this Section 3,
but subject to adjustments pursuant to Section 13 below, the number of
Shares that are available for all ISO Awards made under the Plan shall in no
event exceed 16,002,581 plus up to 11,327,275 Shares that may be added to the
Plan by virtue of the operation of Sections 3.3(b) and (c), for an
aggregate maximum of 27,329,856  Shares.”


 


3.                                       Section 5(c) of
the Plan is hereby amended and restated in its entirety to read as
follows:  “During the term of the Plan,
no Participant may receive Options and SARs that relate to more than 16,002,581
Shares, plus up to 11,327,275 Shares that may be added to the Plan by virtue of
the operation of Sections 3.3(b) and (c), for an aggregate maximum of
27,329,856  Shares.  The Committee will adjust these limitations
pursuant to Section13 below.”


 


4.                                       Except as
expressly or by necessary implication amended by the terms of this Agreement,
the terms and conditions of the Plan (as previously amended) remain in full
force and effect.