NEOGENOMICS,
INC.

    


    AMENDED
AND RESTATED

    


    EQUITY
INCENTIVE PLAN

    


    


    Effective
As Of:

    March
3, 2009

    


     

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    NEOGENOMICS,
INC.

    AMENDED
AND RESTATED EQUITY INCENTIVE PLAN

    


    


    


    Section
1. Purpose.  This NeoGenomics,
Inc. Amended and Restated Equity Incentive Plan (the “Plan”) is hereby
established by NeoGenomics, Inc. a Nevada corporation (the “Company”), which
amends and restates the NeoGenomics, Inc. Equity Incentive Plan, originally
effective as of October 14, 2003, and amended and restated effective as of
October 31, 2006, to foster and promote the long-term financial success of the
Company and its Subsidiaries and thereby increase stockholder
value.  The Plan provides for the Award of equity incentives to those
employees, directors, or officers of, or key advisers or consultants to, the
Company or any of its Subsidiaries who are responsible for or contribute to the
management, growth or success of the Company or any of its
Subsidiaries.  The Plan, as amended and restated herein, was approved
by the Company’s Board of Directors on March 3, 2009.

     

    Section
2. Definitions.  For purposes of
this Plan, the following terms used herein shall have the following meanings,
unless a different meaning is clearly required by the context.

     

    2.1           “Act”
shall have the meaning provided in Section 13 of the Plan.

     

    2.2           “Award”
shall have the meaning provided in Section 3 of the Plan

     

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

     

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

     

    2.5           “Committee”
shall have the meaning provided in Section 3 of the Plan.

     

    2.6           “Common
Stock” means the common stock, $0.001 par value, of the Company.

     

    2.7           “Company”
shall have the meaning provided in Section 1 of the Plan.

     

    2.8           “Deferred
Stock Award” means an award of shares of Common Stock pursuant to Section
10.

     

    2.9           “Disability”
means (i) as it relates to the exercise of an Incentive Stock Option after
termination of employment, a disability within the meaning of Section 22(e)(3)
of the Code, and (ii) for all other purposes, shall have the meaning given that
term by the group disability insurance, if any, maintained by the Company for
its employees or otherwise shall mean the complete inability of the Participant,
with or without a reasonable accommodation, to perform his or her duties with
the Company or any Subsidiary on a full-time basis as a result of physical or
mental illness or personal injury he or she has incurred, as determined by an
independent physician selected with the approval of the Company or any
Subsidiary and the Participant.

     

    2.10         “Effective
Date” shall have the meaning provided in Section 26 of the Plan.

     

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

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    2.12         “Fair
Market Value” of the Common Stock means: (i) if the Common Stock is listed on a
national securities exchange or traded in the over-the-counter market and sales
prices are regularly reported for the Common Stock, the closing or last price of
the Common Stock on the trading day immediately preceding the applicable date;
(ii) if there are no reported sales of the Common Stock or if sales prices are
not regularly reported for the Common Stock for the day referred to in
clause (i), and if bid and asked prices for the Common Stock are regularly
reported, the mean between the bid and the asked price for the Common Stock at
the close of trading on the trading day immediately preceding the applicable
date; and (iii) if the Common Stock is neither listed on a national securities
exchange nor traded in the over-the-counter market, such value as the Board, in
good faith, shall determine (but in any event not less than fair market value
within the meaning of Section 409A of the Code, and any regulations and other
guidance thereunder).  For purposes of this definition, when
determining the Fair Market Value for the grant of an Award, “applicable date”
means the date of grant of the Award.

     

    2.13         “Immediate
Family” shall have the meaning provided in Section 20 of the Plan.

     

    2.14         “Incentive
Stock Option” means a stock option granted under the Plan which is an “incentive
stock option” within the meaning of Section 422 of the Code.

     

    2.15         “Non-Qualified
Stock Option” means a stock option which is not an Incentive Stock
Option.

     

    2.16         “Other
Stock-Based Award” means awards (other than Stock Options, Stock Appreciation
Rights, Restricted Stock Awards, Stock Bonus Awards, and Deferred Stock Awards)
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, shares of Common Stock and granted pursuant
to Section 11.

     

    2.17         “Outside
Director” means a member of the Board who is not employed by the Company or any
Subsidiary.

     

    2.18        
“Parent Company” means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company if, at the time of the granting of
the option or other award, each of the corporations other than the Company owns
stock possessing 50% or more of the combined voting power of all classes of
stock in one of the other corporations in the chain.

     

    2.19        
“Participant” shall mean any employee, director or officer of, or key adviser or
consultant to, the Company or any Subsidiary to whom an Award is granted under
the Plan.

     

    2.20         “Plan”
shall have the meaning provided in Section 1 of the Plan.

     

    2.21         “Stock
Appreciation Right” means an award made pursuant to Section 7.

     

    2.22         “Stock
Bonus Award” means an award made pursuant to Section 9.

     

    2.23         “Stock
Option” means any option to purchase shares of Common Stock granted pursuant to
Section 6.

     

    2.24         “Subsidiary”
means:  (i) as it relates to Incentive Stock Options, any corporation
(other than the Company) in an unbroken chain of corporations beginning with the
Company if, at the time of the granting of the Stock Option, each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain; and (ii) for all other
purposes, a company, domestic or foreign, of which not less than 50% of the
total voting power is held by the Company or by a Subsidiary, whether or not
such company now exists or is hereafter organized or acquired by the Company or
by a Subsidiary .

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    2.25         “Transaction”
shall have the meaning provided in Section 35 of the Plan.

     

    Section
3. Administration.  The Plan shall be
administered by the Compensation Committee of the Board or such other committee
as may be appointed by the Board from time to time for the purpose of
administering this Plan, or if no such committee is appointed or acting, the
entire Board; provided, however, that if the Company registers any class of
equity security pursuant to Section 12 of the Exchange Act, and if the Plan is
to be administered by a committee, then such committee shall consist of two or
more members of the Board, each of whom shall each qualify as a “non-employee
director” within the meaning of Rule 16b-3 of the Exchange Act and also qualify
as an “outside director” within the meaning of Section l62(m) of the Code and
regulations pursuant thereto.  For purposes of the Plan, the Board
acting in this capacity or the Compensation Committee described in the preceding
sentence shall be referred to as the “Committee”.  The Committee shall
have the power and authority to grant to eligible persons pursuant to the terms
of the Plan:  (i) Stock Options, (ii) Stock Appreciation Rights, (iii)
Restricted Stock Awards, (iv) Stock Bonus Awards, (v) Deferred Stock Awards,
(vi) Other Stock-Based Awards, or (vii) any combination of the foregoing
(collectively referred to as “Awards”).

     

    The Committee shall have authority in
its discretion to interpret the provisions of the Plan and to decide all
questions of fact arising in its application.  Except as otherwise
expressly provided in the Plan, the Committee shall have authority to select the
persons to whom Awards shall be made under the Plan; to determine whether and to
what extent Awards shall be made under the Plan; to determine the types of Award
to be made and the amount, size, terms and conditions of each such Award; to
determine the time when the Awards shall be granted; to determine whether, to
what extent and under what circumstances Common Stock and other amounts payable
with respect to an Award under the Plan shall be deferred either automatically
or at the election of the Participant; to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
from time to time deem advisable; and to make all other determinations necessary
or advisable for the administration and interpretation of the Plan.
Notwithstanding anything in the Plan to the contrary, in the event that the
Committee determines that it is advisable to grant Awards which shall not
qualify for the exception for performance-based compensation from the tax
deductibility limitations of Section 162(m) of the Code, the Committee may make
such grants or Awards, or may amend the Plan to provide for such grants or
Awards, without satisfying the requirements of Section 162(m) of the
Code.

     

    Notwithstanding anything in the Plan to
the contrary, the Committee also shall have authority in its sole discretion to
vary the terms of the Plan to the extent necessary to comply with foreign,
federal, state or local law or to meet the objectives of the
Plan.  The Committee may, where appropriate, establish one or more
sub-plans for this purpose.

     

    All
decisions made by the Committee pursuant to the provisions of the Plan shall be
final and binding on all persons who participate in the Plan.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    All expenses and liabilities incurred
by the Committee in the administration and interpretation of the Plan shall be
borne by the Company.  The Committee may employ attorneys,
consultants, accountants or other persons in connection with the administration
and interpretation of the Plan.  The Company, and its officers and
directors, shall be entitled to rely upon the advice, opinions or valuations of
any such persons.

     

    The Committee intends that all Options
granted under the Plan not be considered to provide for the deferral of
compensation under Section 409A of the Code and that any other Award that does
provide for such deferral of compensation shall comply with the requirements of
Section 409A of the Code and, accordingly, this Plan shall be so administered
and construed.  Further, the Committee may modify the Plan and any Award to
the extent necessary to fulfill this intent.

     

    Section
4. Common
Stock Subject to the Plan.

     

    4.1           Share
Reserve.  The maximum aggregate number of shares of Common
Stock reserved and available for issuance under the Plan shall be 6,500,000
shares of Common Stock, of which 3,335,000 shares of Common Stock are subject to
outstanding Awards as of the Effective Date.  All such shares of
Common Stock available for issuance under the Plan shall be available for
issuance as Incentive Stock Options.

     

    4.2           Source of
Shares.  Such shares may consist in whole or in part of
authorized and unissued shares or treasury shares or any combination thereof as
the Committee may determine.  Except as otherwise provided herein, any
shares subject to an option or right granted or awarded under the Plan which for
any reason expires or is terminated unexercised, becomes unexercisable, or is
forfeited or otherwise terminated, surrendered or cancelled as to any shares, or
if any shares are not delivered because an Award under the Plan is settled in
cash or the shares are used to satisfy the applicable tax withholding
obligation, such shares shall not be deemed to have been delivered for purposes
of determining the maximum number of shares of Common Stock available for
issuance under the Plan and shall again become eligible for issuance under the
Plan.  If the exercise price of any Stock Option granted under the
Plan is satisfied by tendering shares of Common Stock to the Company (whether by
actual delivery or by attestation and whether or not such surrendered shares
were acquired pursuant to any Award granted under the Plan), only the number of
shares of Common Stock issued net of the shares of Common Stock tendered shall
be deemed delivered for purposes of determining the maximum number of shares of
Common Stock available for issuance under the Plan.  No Awards may be
granted following the termination or expiration of the Plan (in accordance with
Section 23 of the Plan).

     

    4.3           Code Section 162(m)
Limitation.  The total number of shares of Common Stock for
which Stock Options and Stock Appreciation Rights may be granted to any employee
during any 12 month period shall not exceed 1,500,000 shares in the aggregate
(as adjusted pursuant to Section 22).  The total number of shares of
Common Stock for which Restricted Stock Awards, Deferred Stock Awards, Stock
Bonus Awards and Other Stock-Based Awards that are subject to the attainment of
performance criteria in order to protect against the loss of deductibility under
Section 162(m) of the Code may be granted to any employee during any twelve
month period shall not exceed 1,500,000 shares in the aggregate (as adjusted
pursuant to Section 22).  This Section 4.3 shall not become applicable
until such time as the Company becomes subject to the reporting obligations of
Section 12 of the Exchange Act.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    Section
5. Eligibility
to Receive Awards.
An Award may be granted to any employee, director, or officer of, or key
adviser or consultant to, the Company or any Subsidiary, who is responsible for
or contributes to the management, growth or success of the Company or any
Subsidiary, provided that bona fide services shall be rendered by consultants or
advisers to the Company or its Subsidiaries and, unless otherwise approved by
the Committee, such services must not be in connection with the offer and sale
of securities in a capital-raising transaction and must not directly or
indirectly promote or maintain a market for the Company’s
securities.  Subject to the preceding sentence, the Committee shall
have the sole authority to select the persons to whom an Award is to be granted
hereunder and to determine what type of Award is to be granted to each such
person.  No person shall have any right to participate in the
Plan.  Any person selected by the Committee for participation during
any one period will not by virtue of such participation have the right to be
selected as a Participant for any other period.

     

    Section
6. Stock
Options.  A Stock Option
may be an Incentive Stock Option or a Non-Qualified Stock
Option.  Only employees of the Company or any Parent Company or
Subsidiary of the Company are eligible to receive Incentive Stock
Options.  To the extent that any Stock Option does not qualify as an
Incentive Stock Option, it shall constitute a separate Non-Qualified Stock
Option.  Stock Options may be granted alone or in addition to other
Awards granted under the Plan.  The terms and conditions of each Stock
Option granted under the Plan shall be specified by the Committee, in its sole
discretion, and shall be set forth in a written Stock Option agreement between
the Company and the Participant in such form as the Committee shall approve from
time to time or as may be reasonably required in view of the terms and
conditions approved by the Committee from time to time.  No person
shall have any rights under any Stock Option granted under the Plan unless and
until the Company and the person to whom such Stock Option shall have been
granted shall have executed and delivered an agreement expressly granting the
Stock Option to such person and containing provisions setting forth the terms
and conditions of the Stock Option.  The terms and conditions of any
Stock Option granted hereunder need not be identical to those of any other Stock
Option granted hereunder.  The Stock Option agreements shall contain
in substance the following terms and conditions and may contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the
Committee shall deem desirable.

     

    6.1           Type of
Option.  Each Stock Option agreement shall designate the Stock
Option represented thereby as intended to be an Incentive Stock Option or a
Non-Qualified Stock Option, as the case may be.

     

    6.2           Option
Price.  The Incentive Stock Option exercise price shall be
fixed by the Committee but shall in no event be less than 100% (or 110% in the
case of an employee referred to in Section 6.8(ii) below) of the Fair Market
Value of the shares of Common Stock subject to the Incentive Stock Option on the
date the Incentive Stock Option is granted.  The Non-Qualified Stock
Option exercise price shall be fixed by the Committee and may be equal to, more
than or less than 100% of the Fair Market Value of the shares of Common Stock
subject to the Non-Qualified Stock Option at the time the Stock Option is
granted, but in no event less than the par value of the Common
Stock.

     

    6.3           Exercise
Term.  Each Stock Option agreement shall state the period or
periods of time within which the Stock Option may be exercised, in whole or in
part, which shall be such period or periods of time as may be determined by the
Committee, provided that no Stock Option shall be exercisable after ten years
from the date of grant thereof (or, in the case of an Incentive Stock Option
granted to an employee referred to in Section 6.8(ii) below, such term shall in
no event exceed five years from the date on which such Incentive Stock Option is
granted).  The Committee shall have the power to permit an
acceleration of previously established exercise period or periods upon such
circumstances and subject to such terms and conditions as the Committee deems
appropriate.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    6.4           Payment for
Shares.  A Stock Option shall be deemed to be exercised when
written notice of such exercise has been given to the Company in accordance with
the terms of the Stock Option agreement by the Participant entitled to exercise
the Stock Option and full payment for the shares of Common Stock with respect to
which the Stock Option is exercised has been received by the
Company.  The Committee, in its sole discretion, may permit all or
part of the payment of the exercise price to be made, to the extent permitted by
applicable statutes and regulations, either:  (i) in cash, by check or
wire transfer, or (ii) in any other form of legal consideration as provided for
under the terms of the Stock Option.  No shares of Common Stock shall
be issued to any Participant upon exercise of a Stock Option until the Company
receives full payment therefor as described above.  However,
Participant shall have no rights as a stockholder prior to such time at which
certificates representing such Common Stock have been delivered to the
Participant.  No adjustment will be made for a dividend or other right
for which the record date is prior to the date on which the Common Stock is
issued, except as provided in Section 22 of the Plan.  Each exercise
of a Stock Option shall reduce, by an equal number, the total number of shares
of Common Stock that may thereafter be purchased under such Stock
Option.

     

    6.5           Rights upon
Termination.  Except as otherwise set forth in the
Participant’s Stock Option agreement, in the event that a Participant’s service
with the Company or any Subsidiary, whether as an employee, officer, director,
adviser or consultant, terminates for any reason, other than due to the
Participant’s death or Disability, any rights of the Participant under any Stock
Option shall immediately terminate; provided, however, that the Participant (or
any successor or legal representative) shall have the right to exercise the
Stock Option to the extent that the Stock Option was exercisable at the time of
termination, until the earlier of (i) the date that is three months after the
effective date of such termination, or such other date as determined by the
Committee in its sole discretion, or (ii) the expiration of the term of the
Stock Option.

     

    Except as
otherwise set forth in the Participant’s Stock Option agreement, in the event
that a Participant’s service terminates because such Participant dies or suffers
a Disability prior to the expiration of the Stock Option and without the
Participant’s having fully exercised the Stock Option, the Participant or his or
her successor or legal representative shall be fully vested in the Stock Option
and shall have the right to exercise the Stock Option within the next 12
months following
such termination, or such other period as determined by the Committee in its
sole discretion, but not later than the expiration of the term of the Stock
Option.

     

    6.6           Exercise of Unvested
Options.  The Stock Option agreement may, but need not, include
a provision whereby the Participant may elect at any time before the
Participant’s termination to exercise the Stock Option as to any part or all of
the shares of Common Stock subject to the Stock Option prior to the full vesting
of the Stock Option.  Without limiting the generality of the
foregoing, the Committee may provide that if the Stock Option is exercised prior
to having fully vested, shares issued upon such exercise shall remain subject to
vesting at the same rate as under the Stock Option so exercised and shall be
subject to a right, but not an obligation, of repurchase by the Company with
respect to all unvested Shares (including any securities issued with respect to
such shares in accordance with Section 22 of the Plan) or to any other
restriction the Committee determines to be appropriate.  For purposes
of facilitating the enforcement of any such right of repurchase, at the request
of the Committee, the Participant shall enter into joint escrow instructions
with the Company and deliver each certificate for his or her unvested shares of
Common Stock with a stock power, duly endorsed in blank.  The
Company’s rights under this Section 6.6 shall be freely assignable, in whole or
in part.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    6.7           This Section intentionally
left blank.

     

    6.8           Special Incentive Stock
Option Rules.  Notwithstanding the foregoing, in the case of an
Incentive Stock Option, each Stock Option agreement shall contain such other
terms, conditions and provisions as the Committee determines necessary or
desirable in order to qualify such Stock Option as an Incentive Stock Option
under the Code including, without limitation, the following:

     

    (i)           To
the extent that the aggregate Fair Market Value (determined as of the time the
Stock Option is granted) of the Common Stock, with respect to which Incentive
Stock Options granted under this Plan (and all other plans of the Company and
its Subsidiaries and Parent Company) become exercisable for the first time by
any person in any calendar year, exceeds maximum annual limitation described in
Section 422(d) of the Code (which amount is $100,000 as of the Effective Date),
such Stock Options shall be treated as Non-Qualified Stock Options.

     

    (ii)           No
Incentive Stock Option shall be granted to any employee if, at the time the
Incentive Stock Option is granted, the employee (by reason of the attribution
rules applicable under Section 424(d) of the Code) owns more than 10% of the
combined voting power of all classes of stock of the Company or any Parent
Company or Subsidiary unless at the time such Incentive Stock Option is granted
the Stock Option exercise price is at least 110% of the Fair Market Value
(determined as of the time the Incentive Stock Option is granted) of the shares
of Common Stock subject to the Incentive Stock Option and such Incentive Stock
Option by its terms is not exercisable after the expiration of five years from
the date of grant.

     

    If an
Incentive Stock Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code, such Stock Option shall
thereafter be treated as a Non-Qualified Stock Option.

     

    Section
7. Stock
Appreciation Rights.  Stock
Appreciation Rights entitle Participants to increases in the Fair Market Value
of shares of Common Stock.  The terms and conditions of each Stock
Appreciation Right granted under the Plan shall be specified by the Committee,
in its sole discretion, and shall be set forth in a written agreement between
the Company and the Participant in such form as the Committee shall approve from
time to time or as may be reasonably required in view of the terms and
conditions approved by the Committee from time to time. The agreements shall
contain in substance the following terms and conditions and may contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem desirable.

     

    7.1           Award.  Stock
Appreciation Rights shall entitle the Participant, subject to such terms and
conditions determined by the Committee, to receive upon exercise thereof an
Award equal to all or a portion of the excess of:  (i) the Fair Market
Value of a specified number of shares of Common Stock at the time of exercise
over (ii) a specified price which shall not be less than 100% of the Fair Market
Value of the Common Stock at the time the right is granted.  Such
amount may be paid by the Company in cash, Common Stock (valued at its then Fair
Market Value) or any combination thereof, as the Committee may
determine.  In the event of the exercise of a Stock Appreciation Right
that is fully or partially settled in shares of Common Stock, the number of
shares reserved for issuance under this Plan shall be reduced by the number of
shares issued upon exercise of the Stock Appreciation Right.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    7.2           Term.  Each
agreement shall state the period or periods of time within which the Stock
Appreciation Right may be exercised, in whole or in part, subject to such terms
and conditions prescribed for such purpose by the Committee, provided that no
Stock Appreciation Right shall be exercisable after ten years from the date of
grant thereof. The Committee shall have the power to permit an acceleration of
previously established exercise terms upon such circumstances and subject to
such terms and conditions as the Committee deems appropriate.

     

    7.3           Rights upon
Termination. Except as otherwise set forth in the Participant’s Stock
Appreciation Rights agreement, in the event that a Participant’s service with
the Company or any Subsidiary, whether as an employee, officer, director,
adviser or consultant terminates for any reason, other than due to the
Participant’s death or Disability, any rights of the Participant under any Stock
Appreciation Right shall immediately terminate; provided, however, the
Participant (or any successor or legal representative) shall have the right to
exercise the Stock Appreciation Right to the extent that the Stock Appreciation
Right was exercisable at the time of termination, until the earlier of (i) the
date that is three months after the effective date of such termination, or such
other date as determined by the Committee in its sole discretion, or (ii) the
expiration of the term of the Stock Appreciation Right.

     

    In the
event that a Participant’s service terminates because such Participant dies or
suffers a Disability prior to the expiration of his or her Stock Appreciation
Right and without having fully exercised his or her Stock Appreciation Right,
the Participant or his or her successor or legal representative shall be fully
vested in the Stock Appreciation Right and shall have the right to exercise any
Stock Appreciation Right within the next 12 months following such event, or such
other period as determined by the Committee in its sole discretion, but not
later than the expiration of the Stock Appreciation Right.

     

    Section
8. Restricted
Stock Awards.
Restricted Stock Awards shall consist of shares of Common Stock
restricted against transfer (“Restricted Stock”) and subject to a substantial
risk of forfeiture.  The terms and conditions of each Restricted Stock
Award granted under the Plan shall be specified by the Committee, in its sole
discretion, and shall be set forth in a written agreement between the Company
and the Participant in such form as the Committee shall approve from time to
time or as may be reasonably required in view of the terms and conditions
approved by the Committee from time to time.  The agreements shall
contain in substance the following terms and conditions and may contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem desirable.

     

    8.1           Vesting
Period.  Restricted Stock Awards shall be subject to the
restrictions described in the preceding paragraph over such vesting period as
the Committee determines.  To the extent the Committee deems necessary
or appropriate to protect against loss of deductibility pursuant to Section
162(m) of the Code, Restricted Stock Awards to any Participant may also be
subject to certain conditions with respect to attainment of one or more
preestablished performance objectives which shall relate to corporate,
subsidiary, division, group or unit performance in terms of growth in gross
revenue, earnings per share or ratios of earnings to equity or assets, net
profits, stock price, market share, sales or costs.  In order to take
into account unforeseen events or changes in circumstances, such objectives may
be adjusted by the Committee in its sole discretion; provided, to the extent the
Committee deems it necessary or appropriate to protect against loss of
deductibility pursuant to Section 162(m) of the Code, such objectives may only
be adjusted by the Committee to the extent permitted by Section 162(m) of the
Code.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    8.2           Restriction upon
Transfer.  Shares awarded, and the right to vote such shares
and to receive dividends thereon, may not be sold, assigned, transferred,
exchanged, pledged, hypothecated or otherwise encumbered, except as herein
provided or as provided in any agreement entered into between the Company and a
Participant in connection with the Plan, during the vesting period applicable to
such shares. Notwithstanding the foregoing, and except as otherwise provided in
the Plan, the Participant shall have all the other rights of a stockholder
including, but not limited to, the right to receive dividends and the right to
vote such shares, until such time as the Participant disposes of the shares or
forfeits the shares pursuant to the agreement relating to the Restricted Stock
Award.

     

    8.3           Certificates.  Any
stock certificate issued in respect of shares awarded to a Participant shall be
registered in the name of the Participant and deposited with the Company, or its
designee, and shall bear the following legend:

     

    “THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS CONTAINED IN THE NEOGENOMICS, INC. AMENDED AND RESTATED EQUITY
INCENTIVE PLAN, AS AMENDED, AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO
BETWEEN THE REGISTERED OWNER AND NEOGENOMICS, INC.  RELEASE FROM SUCH TERMS
AND CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE
PLAN AND AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE OFFICE OF THE
SECRETARY OF NEOGENOMICS, INC.”

     

    Each
Participant, as a condition of any Restricted Stock Award, shall have delivered
a stock power, endorsed in blank, relating to the Common Stock covered by such
Award.

     

    Section
9. Stock
Bonus Awards.
Stock Bonus Awards shall consist of awards of shares of Common
Stock.  To the extent the Committee deems necessary or appropriate to
protect against the loss of deductibility pursuant to Section 162(m) of the
Code, the Committee may, in its sole discretion, grant a Stock Bonus Award based
upon corporate, division, subsidiary, group or unit performance in terms of
growth in gross revenue, earnings per share or ratios of earnings to equity or
assets, net profits, stock price, market share, sales or costs or, with respect
to Participants not subject to Section 162(m) of the Code, such other measures
or standards determined by the Committee in its discretion.  In order
to take into account unforeseen events or changes in circumstances, such
performance objectives may be adjusted; provided, to the extent the Committee
deems it necessary or appropriate to protect against loss of deductibility
pursuant to Section 162(m) of the Code, such performance objectives may only be
adjusted by the Committee to the extent permitted by Section 162(m) of the
Code.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    The terms
and conditions of each Stock Bonus Award granted under the Plan shall be
specified by the Committee, in its sole discretion, and shall be set forth in a
written agreement between the Company and the Participant in such form as the
Committee shall approve from time to time or as may be reasonably required in
view of the terms and conditions approved by the Committee from time to
time.  In addition to any applicable performance goals, shares of
Common Stock subject to a Stock Bonus Award may be:  (i) subject to
additional restrictions (including, without limitation, restrictions on
transfer) or (ii) granted directly to a person free of any restrictions, not
inconsistent with the terms of the Plan, as the Committee shall deem
desirable.

     

    Section
10. Deferred
Stock Awards.  Deferred Stock
Awards under the Plan shall entitle Participants to future payments of shares of
Common Stock upon the expiration of a specified period of time (“Deferral
Period”) and upon the satisfaction of certain conditions during the Deferral
Period.  The terms and conditions of each Deferred Stock Award granted
under the Plan shall be specified by the Committee, in its sole discretion, and
shall be set forth in a written agreement between the Company and the
Participant in such form as the Committee shall approve from time to time or as
may be reasonably required in view of the terms and conditions approved by the
Committee from time to time.  The agreements shall contain in
substance the following terms and conditions and may contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the
Committee shall deem desirable.

     

    10.1         Vesting
Period.  Upon the expiration of the Deferral Period (or the
Additional Deferral Period referred to in Section 10.2 below, where applicable)
with respect to each Deferred Stock Award and the satisfaction of any other
applicable limitations, terms or conditions, such Deferred Stock Award shall
become vested in accordance with the terms of the agreement relating to the
Deferred Stock Award.  To the extent the Committee deems necessary or
appropriate to protect against loss of deductibility pursuant to Section 162(m)
of the Code, Deferred Stock Awards to any Participant may also be subject to
certain conditions with respect to attainment of one or more pre-established
performance objectives which shall relate to corporate, subsidiary, division,
group or unit performance in terms of growth in gross revenue, earnings per
share or ratios of earnings to equity or assets, net profits, stock price,
market share, sales or costs.  In order to take into account
unforeseen events or changes in circumstances, such performance objectives may
be adjusted by the Committee in its sole discretion; provided, to the extent the
Committee deems it necessary or appropriate to protect against loss of
deductibility pursuant to Section 162(m) of the Code, such performance
objectives may only be adjusted by the Committee to the extent permitted by
Section 162(m) of the Code.  The Participant shall not be a
stockholder with respect to any shares subject to a Deferred Stock Award until
such shares vest and are issued to the Participant in accordance with the terms
of the Deferred Stock Award agreement.

     

    10.2         Additional Deferral
Period.  A Participant may request to defer (and, based
thereon, the Committee may at any time defer) the receipt of all or any part of
a Deferred Stock Award for an additional specified period or until a specified
event (“Additional Deferral Period”).  Except as otherwise agreed to
by the Committee, the terms of any such additional deferral request shall be
subject to the requirements of Section 409A of the Code and the regulations
thereunder.

     

    Section
11. Other
Stock-Based Awards.  Other Stock-Based
Awards may be awarded, subject to limitations under applicable law and this
Plan, that are denominated or payable in, valued in whole or in part by
reference to, or otherwise based on, or related to, shares of Common Stock, as
deemed by the Committee to be consistent with the purposes of the
Plan.  Other Stock-Based Awards may be awarded either alone or in
addition to or in tandem with any other Awards under the Plan or any other plan
of the Company.  The terms and conditions of each Other Stock-Based
Award granted under the Plan shall be specified by the Committee, in its sole
discretion, and shall be set forth in a written agreement between the Company
and the Participant in such form as the Committee shall approve from time to
time or as may be reasonably required in view of the terms and conditions
approved by the Committee from time to time.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    To the
extent the Committee deems it necessary or appropriate to protect against loss
of deductibility pursuant to Section 162(m) of the Code, Other Stock-Based
Awards to any Participant may also be subject to certain conditions with respect
to attainment of one or more pre-established performance objectives which shall
relate to corporate, subsidiary, division, group or unit performance in terms of
growth in gross revenue, earnings per share or ratio of earnings to equity or
assets, net profits, stock price, market share, sales or costs.  In
order to take into account unforeseen events or changes in circumstances, such
performance objectives may be adjusted; provided, to the extent the Committee
deems it necessary or appropriate to protect against loss of deductibility
pursuant to Section 162(m) of the Code, such performance objectives may only be
adjusted by the Committee to the extent permitted by Section 162(m) of the
Code.

     

    Section
12. Loans. The Committee may, subject
to the Sarbanes-Oxley Act of 2002 and otherwise in its sole discretion and to
further the purpose of the Plan, provide for loans to persons in connection with
all or any part of an Award under the Plan.  Any loan made pursuant to
this Section 12 shall be evidenced by a loan agreement, promissory note or other
instrument in such form and which shall contain such terms and conditions
(including without limitation, provisions for interest, payment, schedules,
collateral, forgiveness, acceleration of such loans or parts thereof or
acceleration in the event of termination) as the Committee shall prescribe from
time to time.  Notwithstanding the foregoing, each loan shall comply
with all applicable laws, regulations and rules of any governmental agency
having jurisdiction.

     

    Section
13. Securities
Law Requirements.
No shares of Common Stock shall be issued upon the exercise or payment of any
Award unless and until:

     

    (i)      
     The shares of Common Stock underlying the Award
have been registered under the Securities Act of 1933, as amended (the “Act”),
or the Company has determined that an exemption from the registration
requirements under the Act is available or the registration requirements of the
Act do not apply to such exercise or payment;

     

    (ii)          
 The Company has determined that all applicable listing requirements of any
stock exchange or quotation system on which the shares of Common Stock are
listed have been satisfied; and

     

    (iii)           The
Company has determined that any other applicable provision of state or Federal
law, including without limitation applicable state securities laws, has been
satisfied.

     

    Section
14. Representations
of Participant; Legends.  Regardless of
whether the offering and sale of shares of Common Stock has been registered
under the Act or has been registered or qualified under the securities laws of
any state, the Company may impose restrictions upon the sale, pledge, or other
transfer of such shares, including the placement of appropriate legends on stock
certificates, if, in the judgment of the Company and its counsel, such
restrictions are necessary or desirable in order to achieve compliance with the
provisions of the Act, the securities laws of any state, or any other
law.  As a condition to the Participant’s receipt of shares, the
Company may require the Participant to represent that such shares are being
acquired for investment, and not with a view to the sale or distribution
thereof, except in compliance with the Act, and to make such other
representations as are deemed necessary or appropriate by the Company and its
counsel.  Stock certificates evidencing shares acquired pursuant to an
unregistered transaction to which the Act applies shall bear a restrictive
legend substantially in the following form and such other restrictive legends as
are required or deemed advisable under the Plan or the provisions of any
applicable law:

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    


    “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1993, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER THE
SECURITIES LAWS OF ANY STATE.  THESE SHARES HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY
DISTRIBUTION THEREOF, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION UNDER THE ACT AND
QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS, OR WITHOUT AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION OR
QUALIFICATION IS NOT REQUIRED.”

     

    Any
determination by the Company and its counsel in connection with any of the
matters set forth in this Section 14 shall be conclusive and binding on all
persons.

    


    The
Company may, but shall not be obligated to, register or qualify the sale of
shares under the Act or any other applicable law.

    


    Section
15. Single or
Multiple Agreements. Multiple forms of Awards or
combinations thereof may be evidenced by a single agreement or multiple
agreements, as determined by the Committee.

     

    Section
16. Rights of
a Stockholder.
The recipient of any Award under the Plan, unless otherwise expressly provided
by the Plan, shall have no rights as a stockholder with respect thereto unless
and until shares of Common Stock are issued to him.

     

    Section
17. No Right
to Continue Employment or Service.  Nothing in the
Plan or any instrument executed or Award granted pursuant thereto shall confer
upon any Participant any right to continue to serve the Company, Parent Company
or any Subsidiary in the capacity in effect at the time the Award was granted or
shall affect the right of the Company, Parent Company or any Subsidiary to
terminate (i) the employment of an employee with or without notice and with or
without cause, (ii) the service of a consultant or adviser pursuant to the terms
of such consultant’s or adviser’s agreement with the Company, Parent Company or
any Subsidiary, if any or (iii) the service of a director pursuant to the Bylaws
of the Company, Parent Company or any Subsidiary and any applicable provisions
of the corporate law of the state in which the Company, Parent Company or any
Subsidiary is incorporated, as the case may be.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    Section
18. Withholding. The Company’s
obligations hereunder in connection with any Award shall be subject to
applicable foreign, federal, state and local withholding tax
requirements.  Foreign, federal, state and local withholding tax due
under the terms of the Plan may be paid in cash or shares of Common Stock
(either through the surrender of already-owned shares of Common Stock that the
Participant has held for the period required to avoid a charge to the Company’s
reported earnings or the withholding of shares of Common Stock otherwise
issuable upon the exercise or payment of such Award) having a Fair Market Value
equal to the required withholding and upon such other terms and conditions as
the Committee shall determine; provided, however, the Committee, in its sole
discretion, may require that such taxes be paid in cash; and provided, further,
any election by a Participant subject to Section 16 of the Exchange Act to pay
his or her withholding tax in shares of Common Stock shall be subject to and
must comply with the rules promulgated under Section 16 of the Exchange
Act.

     

    Section
19. Indemnification.  No member of the
Board or the Committee, nor any officer or employee of the Company or a
Subsidiary or Parent Company acting on behalf of the Board or the Committee,
shall be personally liable for any action, determination or interpretation taken
or made in good faith with respect to the Plan, and all members of the Board or
the Committee and each and any officer or employee of the Company or any
Subsidiary or Parent Company acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.

     

    Section
20. Non-Assignability. No right or benefit
hereunder shall in any manner be subject to the debts, contracts, liabilities or
torts of the person entitled to such right or benefit.  No Award under
the Plan shall be assignable or transferable by the Participant except by will,
by the laws of descent and distribution and by such other means as the Committee
may approve from time to time, and all Awards shall be exercisable, during the
Participant’s lifetime, only by the Participant.

     

    However,
the Participant, with the approval of the Committee, may transfer a
Non-Qualified Stock Option for no consideration to or for the benefit of the
Participant’s Immediate Family (including, without limitation, to a trust for
the benefit of the Participant’s Immediate Family or to a partnership or limited
liability company for one or more members of the Participant’s Immediate
Family), subject to such limits as the Committee may establish, and the
transferee shall remain subject to all the terms and conditions applicable to
the Non-Qualified Stock Option prior to such transfer.  The foregoing
right to transfer a Non-Qualified Stock Option shall apply to the right to
consent to amendments to the Stock Option agreement and, in the discretion of
the Committee, shall also apply to the right to transfer ancillary rights
associated with the Non-Qualified Stock Option.  The term “Immediate
Family” shall mean the Participant’s spouse, parents, children, stepchildren,
adoptive relationships, sisters, brothers and grandchildren (and, for this
purpose, shall also include the Participant).

     

    At the
request of the Participant and subject to the approval of the Committee, Common
Stock purchased upon exercise of a Non-Qualified Stock Option may be issued or
transferred into the name of the Participant and his or her spouse jointly with
rights of survivorship.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    Except as
set forth above or in a Stock Option agreement, any attempted assignment, sale,
transfer, pledge, mortgage, encumbrance, hypothecation, or other disposition of
an Award under the Plan contrary to the provisions hereof, or the levy of any
execution, attachment, or similar process upon an Award under the Plan shall be
null and void and without effect.

     

    Section
21. Nonuniform
Determinations.
The Committee’s determinations under the Plan (including without
limitation determinations of the persons to receive Awards, the form, amount and
timing of such Awards, the terms and provisions of such Awards and the
agreements evidencing same, and the establishment of values and performance
targets) need not be uniform and may be made by it selectively among persons who
receive, or are eligible to receive, Awards under the Plan, whether or not such
persons are similarly situated.

     

    Section
22. Adjustments. In the event of any change
in the outstanding shares of Common Stock, without the receipt of consideration
by the Company, by reason of a stock dividend, stock split, reverse stock split
or distribution, recapitalization, merger, reorganization, reclassification,
consolidation, split-up, spin-off, combination of shares, exchange of shares or
other change in corporate structure affecting the Common Stock and not involving
the receipt of consideration by the Company, the Committee shall make
appropriate and equitable adjustments in (a) the aggregate number of shares of
Common Stock (i) available for issuance under the Plan, (ii) for which grants or
Awards may be made to any Participant or to any group of Participants (e.g.,
Outside  Directors), (iii) which are available for issuance under
Incentive Stock Options, (iv) covered by outstanding unexercised Awards and
grants denominated in shares or units of Common Stock, (b) the exercise or other
applicable price related to outstanding Awards or grants and (c) the appropriate
Fair Market Value and other price determinations relevant to outstanding Awards
or grants and shall make such other adjustments as may be appropriate under the
circumstances; provided, that the number of shares subject to any Award or grant
always shall be a whole number.

     

    Section
23. Termination
and Amendment; Expiration. The Board may terminate or
amend the Plan or any portion thereof at any time and the Committee may amend
the Plan to the extent provided in Section 3, without approval of the
stockholders of the Company, unless stockholder approval is required by
applicable stock exchange or NASDAQ or other quotation system rules, applicable
Code provisions, or other applicable laws or regulations.  No
amendment, termination or modification of the Plan shall affect any Award
theretofore granted in any material adverse way without the consent of the
recipient.  Unless earlier terminated by the Board in accordance with
this Section 23, the Plan will expire on the tenth anniversary of the Effective
Date.

     

    Section
24. Severability. If any provision of the Plan
is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or any other jurisdiction,
and the Plan shall be reformed, construed and enforced in such jurisdiction so
as to best give effect to the intent of the Company under the Plan.

     

    Section
25. Effect on
Other Plans.  Participation in
this Plan shall not affect an employee’s eligibility to participate in any other
benefit or incentive plan of the Company or any Subsidiary and any Awards made
pursuant to this Plan shall not be used in determining the benefits provided
under any other plan of the Company or any Subsidiary unless specifically
provided.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    Section
26. Effective
Date of the Plan.  This Plan, as
amended and restated herein, is effective as of March 3, 2009 (the “Effective
Date”), subject to approval of the stockholders of the Company to the extent
required by applicable Code provisions or other applicable law.

     

    Section
27. Governing
Law.  This Plan and all
agreements executed in connection with the Plan shall be governed by, and
construed in accordance with, the laws of the State of Nevada, without regard to
its conflicts of law doctrine.

     

    Section
28. Gender
and Number.  Words denoting
the masculine gender shall include the feminine gender, and words denoting the
feminine gender shall include the masculine gender.  Words in the
plural shall include the singular, and the singular shall include the
plural.

     

    Section
29. Acceleration
of Exercisability and Vesting.  The Committee
shall have the power to accelerate the time at which an Award may first be
exercised or the time during which an Award or any part thereof will vest in
accordance with the Plan, notwithstanding the provisions in the Award stating
the time at which it may first be exercised or the time during which it will
vest.

     

    Section
30. Modification
of Awards.  Within the limitations of the Plan and subject to
Sections 22 and 35, the Committee may modify outstanding Awards or accept the
cancellation of outstanding Awards for the granting of new Awards in
substitution therefor.  Notwithstanding the preceding sentence, except
for any adjustment described in Section 22 or 35, no modification of an Award
shall, without the consent of the Participant, alter or impair any rights or
obligations under any Award previously granted under the Plan in any material
adverse way without the affected Participant’s consent.  For purposes
of the preceding sentence, any modification to any of the following terms or
conditions of an outstanding unexercised Award or grant shall be deemed to be a
material modification: (i) the number of shares of Common Stock covered by such
Award or grant, (ii) the exercise or other applicable price or Fair Market Value
determination related to such Award or grant, (iii) the period of time within
which the Award or grant vests and is exercisable and the terms and conditions
of such vesting and exercise, (iv) the type of Award, and (v) the restrictions
on transferability of the Award or grant and of any shares of Common Stock
issued in connection with such Award or grant (including the Company’s right of
repurchase, if any).

     

    Section
31. No Strict
Construction.  No rule of strict construction shall be applied
against the Company, the Committee, or any other person in the interpretation of
any of the terms of the Plan, any agreement executed in connection with the
Plan, any Award granted under the Plan, or any rule, regulation or procedure
established by the Committee.

     

    Section
32. Successors.  This
Plan is binding on and will inure to the benefit of any successor to the
Company, whether by way of merger, consolidation, purchase, or
otherwise.

     

    Section
33. Plan
Provisions Control.  The terms of the Plan govern all Awards
granted under the Plan, and in no event will the Committee have the power to
grant any Award under the Plan which is contrary to any of the provisions of the
Plan.  In the event any provision of any Award granted under the Plan
shall conflict with any term in the Plan, the term in the Plan shall
control.

     

    Section
34. Headings.  The headings used
in the Plan are for convenience only, do not constitute a part of the Plan, and
shall not be deemed to limit, characterize, or affect in any way any provisions
of the Plan, and all provisions of the Plan shall be construed as if no captions
had been used in the Plan.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    Section
35. Merger or
Asset Sale.  Upon the effectiveness of (i) a merger,
reorganization or consolidation between the Company and another person or entity
(other than a holding company or a Subsidiary or Parent Company) as a result of
which the holders of the Company’s outstanding voting stock immediately prior to
the transaction hold less than a majority of the outstanding voting stock of the
surviving entity immediately after the transaction,  or (ii) the sale
of all or substantially all of the assets of the Company to an unrelated person
or entity (in each case, a “Transaction”), unless provision is made in
connection with, and by the parties subject to, the Transaction for (x) the
assumption of all outstanding Awards, or (y) the substitution of such Awards
with new Awards of the successor entity or parent thereof, with appropriate and
equitable adjustment as to the number and kind of shares and, if appropriate,
the per share exercise prices, or (z) the equitable settlement of such Awards in
cash or cash equivalents (i.e., “cash out” provision), this Plan and all
outstanding Awards granted hereunder, except with respect to specific Awards as
the Committee otherwise determines, shall terminate.  In the event of
such termination, and to the extent applicable, each Participant shall be
permitted to exercise prior to the anticipated effective date of the Transaction
all outstanding Awards held by such Participant which are then vested and
exercisable; provided, however, that the
Participant may, but will not be required to, condition such exercise upon the
effectiveness of the Transaction.  In the Board’s sole discretion, the
vesting and exercisability of all, or a specified portion of, outstanding Awards
may be accelerated.

     

    


     

    
      
         

      

      
        16