AMENDMENT
AND RESTATEMENT OF

    INTEGRAL
VISION, INC. 2008 EQUITY INCENTIVE PLAN

     

    
      
        

      

    

    


    Integral
Vision, Inc. ("Company") hereby amends and restates the Integral Vision, Inc.
2008 Equity Incentive Plan ("Plan"), effective March 24, 2009, as set out
herein.

     

    ARTICLE
I

    APPROVAL AND
PURPOSE

     

    Section
1.01.  Approval of Amendment and
Restatement.  The Company's Board of Directors approved this
Amendment and Restatement of the Plan on March 24, 2009, contingent on approval
by the Company's shareholders at or before the 2009 annual meeting of
shareholders, and the Company's shareholders approved this Amendment and
Restatement of the Plan on May ___, 2009.

     

    Section
1.02.  Description of
Plan.  The Plan is designed to promote the interests of the
Company and its shareholders by providing a means by which the Company can grant
equity-based incentives to eligible employees of the Company or any Subsidiary
as well as non-employee directors, consultants, or advisors who are in a
position to contribute materially to the Company’s success
("Participants").  The Plan permits the Compensation Committee of the
Company's Board of Directors to grant Incentive Stock Options, Non-Qualified
Stock Options, Restricted Stock, and Shares, all as provided
herein.

     

    Section
1.03.  Purpose
of Plan.  The purpose of the Plan is to further the growth,
development, and financial success of the Company by providing for stock-based
incentives to Participants that align their interests more closely with those of
the Company's shareholders.  The Company also believes that the Plan
will assist it in its efforts to attract and retain quality employees,
directors, consultants, and advisors.

     

    ARTICLE
II

    DEFINITIONS AND RULES OF
CONSTRUCTION

     

    Section
2.01.  Definitions.  When
capitalized in this Plan, the following terms shall have the meanings specified
below, unless the context otherwise requires:

     

    (a)          “Advisor”
means an individual who provides valuable services to the Company or a
Subsidiary in a capacity other than as an Employee or Director.

     

    (b)          "Agreement"
means a written instrument between the Company and a Participant evidencing an
Award and prescribing the terms, conditions, and restrictions applicable to the
Award.

     

    (c)          "Award"
an Incentive Stock Option, a Non-Qualified Stock Option, Restricted Stock, or
Shares granted pursuant to the Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)          "Board
of Directors" or "Board" means the Company's Board of Directors, as constituted
from time to time.

     

    (e)          "Code"
means the Internal Revenue Code of 1986, as amended from time to
time.

     

    (f)           "Committee"
means the committee described in Section 3.01; provided however, to the extent
that the Board has not designated a Committee, "Committee" means the
"Board."

     

    (g)          "Company"
means Integral Vision, Inc.

     

    (h)          "Director"
means a director of the Company or a Subsidiary who is not also an
Employee.

     

    (i)           "Effective
Date" means March 12, 2008, the effective date of the Plan.

     

    (j)           "Employee"
means any individual employed by the Company or a Subsidiary, including an
employee who is a member of the Board or the board of directors of a
Subsidiary.

     

    (k)          "Employer"
means the Company and/or a Subsidiary.

     

    (l)           "Exercise
Price" means the price required to be paid to the Company upon the exercise of
an Award.

     

    (m)         "Fair
Market Value" means, with respect to a Share on any date, as
follows:

     

    (1)           if
the Shares are listed or admitted to trade and are readily tradable on a
national securities exchange, the closing price of a Share on the principal
national securities exchange on which the Shares are listed or admitted to trade
on such date, or, if there is no trading of the Shares on such date, the closing
price of a Share as quoted on the next preceding date on which there was trading
in Shares;

     

    (2)           if
the Shares are not subject to paragraph (1) above, but are readily tradable on
an established securities market, the closing price of a Share on such date on
such market, or if there is no trading of the Shares on such date, the closing
price of a Share on the next preceding date on which there was trading in
Shares; and

     

    (3)           if
the Shares are not subject to paragraph (1) or (2) above, the fair market value
of the Shares on such date, as determined by the Committee in a manner that
satisfies the requirements of Code Section 409A and the guidance thereunder for
exempt equity-based compensation.

     

    (n)          "Grant
Date" means the date on which the Committee or its designee approves the grant
of an Award.  Notwithstanding the preceding sentence, if the Committee
grants an Option and expressly designates a future Grant Date, with the minimum
per Share Exercise Price based on the Fair Market Value of a Share on that
future date, such future date shall be the Grant Date.

     

    (o)          "Incentive
Stock Option" means an option for Shares granted pursuant to the Plan that
satisfies the requirements of Code Section 422.


    
      
         


      

      
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    (p)          "Non-Qualified
Stock Option" means an option for Shares granted pursuant to the Plan that is
not an Incentive Stock Option.

     

    (q)          "Option"
means an Incentive Stock Option or a Non-Qualified Stock Option.

     

    (r)           "Participant"
means a person to whom an Award has been granted under the Plan, provided,
however, a Participant shall cease to be such at such time as all Awards granted
to him under the Plan have been exercised and/or forfeited.

     

    (s)          "Period
of Restriction" means the period during which a Share of Restricted Stock is
subject to restrictions and a substantial risk of forfeiture.

     

    (t)           "Plan"
means the Integral Vision, Inc. 2008 Equity Incentive Plan, as set out in this
document, as amended from time to time.

     

    (u)          "Restricted
Stock" means Shares awarded pursuant to the Plan that, at the time of grant, are
non-transferable and subject to a substantial risk of forfeiture.

     

    (v)          "Prior
Plan" means the Integral Vision , Inc. 2004 Stock Option Plan.

     

    (w)         "Rule
16b-3" means Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.

     

    (x)          "Separation
from Service," "Separates from Service," or any variation of such term means,
(i) in the case of an Employee, a complete termination of the employment
relationship between the Employee and all Employers, (ii) in the case of a
Director, termination of the Director's service as a Director, and (iii), in the
case of an Advisor, a complete termination of the contractual relationship
between the Advisor and the Company and all Subsidiaries.

     

    (y)          "Share"
means a share of the Company's common stock.

     

    (z)           "Subsidiary"
means any company that is a "subsidiary corporation" of the Company within the
meaning of Code Section 424.

     

    Section
2.02.  Rules
of Construction.  The following rules shall apply in construing
the Plan and any Agreement:

     

    (a)          Except
as expressly provided below, the Plan, all Awards and Agreements, and all other
related documents shall be governed by, and construed in accordance with, the
laws of the State of Michigan without regard to conflict of law
principles.

     

    (b)          Words
used in the masculine shall be construed to include the feminine gender, where
appropriate, and words used in the singular or plural shall be construed as
being in the plural or singular, where appropriate.

     

    (c)          Provisions
of the Plan applicable to Incentive Stock Options shall be construed to effect
compliance with Code Section 422.


    
      
         


      

      
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    (d)          Captions
and headings are for convenience only, and they shall not affect the
construction of the Plan or any Agreement.

     

    (e)          Reference
to any provision of the Code or other law shall be deemed to include a reference
to the successor of such provision.

     

    (f)           The
Plan and the Awards are intended to comply with and shall be construed to effect
compliance with, the exemptions under Rule 16b-3, in the case of Participants
who are subject to Section 16 of the Securities Exchange Act of 1934; provided,
however, the Company shall have no liability to any Participant for Section 16
consequences of an Award.

     

    (g)          It
is intended that Options shall qualify as performance-based compensation or
otherwise be exempt from deductibility limitations under Code Section 162(m),
and the Plan and the Agreements shall be construed accordingly.

     

    (h)          It
is intended that all Awards shall be exempt from the provisions of Code Section
409A, and the provisions of the Plan and all Agreements shall be construed in
accordance with such intent.

     

    (i)           If
a court of competent jurisdiction holds any provision hereof invalid and
unenforceable, the remaining provisions shall continue in effect, provided that
the essential economic terms of the Plan and any Award can still be
enforced.

     

    ARTICLE
III

    ADMINISTRATION

     

    Section
3.01.  Committee.  Except
as otherwise provided herein, the Plan shall be administered by the compensation
committee of the Board.  The Committee shall consist solely of two or
more non-employee directors (within the meaning of Rule 16b-3) who are "outside
directors" for purposes of Code Section 162(m) and the regulations
thereunder.  Any action of the Committee with respect to
administration of the Plan shall be taken by a majority vote or written consent
of its members.

     

    Section
3.02.  Powers
of Committee.  Subject to the express provisions of the Plan
and any express limitations on its authority, the Committee is authorized and
empowered to administer the Plan and to (i) designate those persons who are
Participants; (ii) grant Awards; (iii) determine the effective date of each
Award, the number of Shares subject to the Award, and the other terms and
conditions governing the Award, which terms and conditions need not be the same
for each Award; (iv) interpret the Plan; (v) determine the Fair Market Value of
the Shares; (vi) accelerate the time during which an Option may be exercised or
the restrictions applicable to Shares of Restricted Stock shall lapse,
notwithstanding any provision of the applicable Agreement; (vii) prescribe,
amend, and rescind rules relating to the Plan; (viii) authorize any person to
execute on behalf of the Company any instrument required to effectuate the grant
of an Award; (ix) determine the rights and obligations of Participants under the
Plan; and (x) make all other determinations deemed necessary or advisable for
the administration of the Plan.  Notwithstanding the preceding
provisions, the Committee is not authorized to take any action that would cause
an Award to become subject to the provisions of Code Section
409A.


    
      
         


      

      
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    Section
3.03.  Binding
Determinations.  Subject only to compliance with the express
provisions hereof, the Board and Committee may act in their sole discretion with
respect to matters within their authority related to the Plan, and any action
taken by, or inaction of, the Company, the Board, or the Committee consistent
with the terms of the Plan and relating or pursuant to the Plan shall be
conclusive and binding on all persons.

     

    Section
3.04.  Reliance on
Experts.  In making any determination or in taking or not
taking any action under the Plan, the Committee may obtain and rely upon the
advice of experts, including employees of and professional advisors to the
Company.

     

    Section
3.05.  Delegation.  The
Committee may delegate ministerial non-discretionary functions to one or more
Company officers or employees.  Subject to applicable law, the
Committee may delegate to the Company's Chief Executive Officer all or part of
its authority and duties with respect to the granting of Awards to individuals
who are not (i) subject to the reporting and other provisions of Section 16 of
the Securities Exchange Act of 1934 or (ii) covered employees within the meaning
of Code Section 162(m)(3).  Any delegation pursuant to this Section
shall specify the duration of the delegation and limit the amount and types of
Awards that may be granted pursuant thereto.

     

    Section
3.06.  Limitations on
Liability.  No director, officer, or agent of the Company shall
be liable for any action, omission, or decision under the Plan that is taken,
made, or omitted in good faith.

     

    ARTICLE
IV

    ELIGIBILITY

     

    The Committee shall, from time to time,
designate those persons eligible to receive Awards under the Plan from among
Employees, Directors, and Advisors.  The Committee may grant more than
one Award to any Participant.

     

    ARTICLE
V

    SHARES SUBJECT TO
AWARDS

     

    Section
5.01.  Shares
Available The only shares subject to Awards shall be the Company's
authorized, but unissued, or reacquired Shares.  Upon the expiration
or termination, in whole or in part, for any reason of an outstanding Award or
any portion thereof that shall not have vested or shall not have been exercised
in full, or upon the surrender of Shares as payment for an Award, any Shares
subject to the Award that have not been acquired by the Participant or that are
forfeited or surrendered by the Participant shall again become available for the
granting of additional Awards.

     

    Section
5.02.  Aggregate Share
Limit.  Subject to adjustment as provided in Section 5.05 and
any limitations specified elsewhere in the Plan, the maximum number of Shares
cumulatively available for issuance pursuant to Awards shall not exceed the sum
of the following:

     

    (a)         
4,828,000 Shares
authorized upon original adoption of Plan, plus

     

    (b)          2,500,000
Shares, plus


    
      
         


      

      
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    (c)          any
Shares covered by an Award under the Plan or option under the Prior Plan that
are forfeited or remain unpurchased or undistributed upon termination or
expiration of the Award or option under the Prior Plan, plus

     

    (d)          any
Shares exchanged by a Participant as full or partial payment to the Company of
the Exercise Price of any Award under the Plan.

     

    Section
5.03.  Limitation Applicable to Incentive
Stock Options.  The maximum number of Shares that may be
delivered pursuant to Incentive Stock Options granted under the Plan is
7,328,000 Shares, subject to adjustment under Section 5.05.  The only
limitations on the number of Shares available for Awards other than Incentive
Stock Options shall be those specified in Sections 5.02 and 5.04.

     

    Section
5.04.  Annual
Limitations on Awards to Any Participant.  The maximum number
of Shares subject to all Awards granted in any calendar year to a Participant
shall be limited to 400,000, subject to adjustment under Section
5.05.  Notwithstanding the preceding sentence, the Committee may grant
to the Company's Chief Executive Officer Awards of up to 2,000,000 Shares during
the two-year period beginning on the Effective Date and up to an additional
1,500,000 Shares for the two-year period beginning on March 24,
2009.

     

    Section
5.05.  Adjustments Upon Recapitalization or
Reorganization.  If the outstanding Shares are changed into, or
exchanged for, a different number or kind of shares or securities of the Company
through any capital reorganization or reclassification, or if the number of
outstanding Shares is changed through a stock split or stock dividend, an
appropriate adjustment shall be made by the Committee in the number, kind,
and/or Exercise Price with respect to Shares as to which Awards may be granted
under the Plan.  A corresponding adjustment shall likewise be made in
the number, kind, and/or Exercise Price for Shares with respect to which there
are unexercised outstanding Awards.  Any such adjustment in an
outstanding Award, however, shall be made without change in the total price
applicable to the unexercised portion of the Award but with a corresponding
adjustment in the price for each Share covered by the Award.  In
making such adjustments, or in determining that no such adjustments are
necessary, the Committee may rely upon the advice of counsel and accountants to
the Company, and the good faith determination of the Committee shall be final,
conclusive, and binding.  No fractional Shares shall be issued or
issuable under the Plan on account of any such adjustment.  No
adjustment shall be made pursuant to this Section, if it would cause an Award to
become subject to Code Section 409A or would cause an Incentive Stock Option to
fail to be such.

     

    ARTICLE VI

    OPTION
GRANTS

     

    Section
6.01.  Option
Grants.  The Committee may grant Non-Qualified Stock Options to
any Employee, Director, or Advisor, and it may grant Incentive Stock Options to
any Employee, in each case, as it deems appropriate.  The Company may
assume options granted by an organization acquired by the Company or may grant
Options in replacement of, or in substitution for, any such
options.  Each Option shall consist of a right to purchase a specified
number of Shares during a specified period and at a specified Exercise Price,
all as determined by the Committee.  In addition to the terms,
conditions, vesting periods, and restrictions established by the Committee in
the Agreement, each Incentive Stock Option must comply with the requirements of
Code Section 422 and Section 6.03.


    
      
         


      

      
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    Section
6.02.  Terms
and Conditions of Options; Agreements.  Each Option shall be
evidenced by an Agreement executed by the Company and the Participant, which
shall contain such terms and be in such form as the Committee may from time to
time approve, subject to the following limitations and conditions:

     

    (a)          Grant and Notice of
Option.  The date of an Option grant shall, for all purposes,
be the date on which the Committee or its designee makes the determination
granting such Option, unless the Committee designates a specific future Grant
Date at such time.  Notice of the determination shall be given to each
Participant to whom an Option is granted within a reasonable time after the
Grant Date.  The grant of an Option shall not obligate the Participant
to exercise it.

     

    (b)          Number of
Shares.  The Agreement shall state the number of Shares with
respect to which each Option is granted and whether the Option is a
Non-Qualified Stock Option or Incentive Stock Option.

     

    (c)          Exercise
Price.  The Agreement shall state the per Share Exercise Price
for the Shares subject to the Option.  The per Share Exercise Price
under an Option shall not be less than the Fair Market Value of a Share on the
Grant Date.  For Incentive Stock Options, the per Share Exercise Price
shall satisfy the requirements of Section 6.03 and the provisions of the Code
applicable to incentive stock options.

     

    (d)          Exercise and Payment of Exercise
Price.  A Participant may exercise a vested Option by (i)
giving written notice to the Company specifying the number of Shares to be
purchased and accompanied by payment of the full Exercise Price therefor in
cash, by check, or in such other form of lawful consideration as the Committee
may approve, including without limitation and in the sole discretion of the
Committee, the transfer by the Participant to the Company of outstanding Shares
held by the Participant in a manner intended to comply with the provisions of
Rule 16b-3, if applicable, and (ii) satisfying any other requirements set forth
herein (including, without limitation, the tax withholding requirements of
Article IX) or in the applicable Agreement.  Any Shares delivered by
the Participant in connection with the exercise of an Option must have been
owned by the Participant for at least six months as of the date of
delivery.  Shares used to satisfy the Exercise Price of an Option
shall be valued at their Fair Market Value on the date of exercise.

     

    (e)          Restrictions on Grants. Notwithstanding any
other provisions set forth herein or in an Agreement, no Option may be granted
under the Plan after March 11, 2018.

     

    (f)           Limitations on
Transfer.  No Option may be assigned, transferred, or pledged,
except by will or under the laws of descent and distribution.  During
the lifetime of a Participant, an Option may be exercised only by the
Participant and may not be assigned, transferred, or pledged.


    
      
         


      

      
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    (g)          Vesting of
Options.  Options shall vest based on longevity of service
and/or other schedules established by the Committee, as set forth in each
Agreement.  The Committee may grant Options that are fully vested and
exercisable at grant.


    (h)          Issuance of Shares and Compliance
with Securities Laws.  The Company may postpone the issuance
and delivery of certificates representing Shares until (i) the admission of such
Shares to listing on any stock exchange on which Shares are then listed and (ii)
the completion of such registration or other qualification of Shares under any
state or federal law, rule, or regulation as the Company shall determine to be
necessary or advisable, which registration or other qualification the Company
shall use its best efforts to complete; provided, however, a person purchasing
or otherwise receiving Shares pursuant to the Plan has no right to require the
Company to register the Shares under federal or state securities laws at any
time.  Any person purchasing or otherwise receiving Shares pursuant to
the Plan may be required to make such representations and furnish such
information as may, in the opinion of counsel for the Company, be appropriate to
permit the Company, in light of the existence or non-existence with respect to
such Shares of an effective registration under the Securities Act of 1933, as
amended, or any similar state statute, to issue the Shares in compliance with
the provisions of those or any comparable acts.

     

    Section
6.03.  Additional Limitations Applicable to Incentive Stock
Options.

     

    (a)          General.  The
limitations and conditions of this Section, in addition to the terms and
conditions otherwise specified by the Plan and the Agreement, shall apply to all
Incentive Stock Options.

     

    (b)          Price.  The per
Share Exercise Price under an Incentive Stock Option shall be not less than the
Fair Market Value of a Share on the Grant Date.  In the case of an
Incentive Stock Option granted to an Employee who is a 10% shareholder, the per
Share Exercise Price shall be not less than one hundred ten percent (110%) of
the Fair Market Value of a Share on the Grant Date.

     

    (c)          Exercise
Period.  Unless terminated earlier pursuant to other terms and
provisions of the Agreement or the Plan, the term of each Incentive Stock Option
shall expire within the period prescribed in the Agreement relating thereto,
which shall not be more than five years from the Grant Date, if the Participant
is a 10% shareholder (as defined in Code Section 422(b)(6)), and not more than
ten years from the Grant Date, if the Participant is not a 10% shareholder (as
defined in Code Section 422(b)(6)).  An Option shall not be treated as
an Incentive Stock Option if it is exercisable by the Participant more than (i)
three months after his termination of employment (ii), if the Participant is
disabled (within the meaning of Code Section 22(e)(3)), 12 months after his
termination of employment.

     

    (d)          Maximum Exercise
Rule.  The aggregate Fair Market Value (determined as of the
Grant Date) of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by any Participant during any calendar year under
this Plan and any other incentive stock option plan (within the meaning of Code
Section 422) of the Company or any parent or subsidiary corporation of the
Company shall not exceed $100,000.


    
      
         


      

      
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    (e)          Other
Restrictions.  Incentive Stock Options may be granted only to
employees of the Company (or a Subsidiary) that satisfy the other eligibility
requirements of the Code.  There shall be imposed in any Agreement
relating to Incentive Stock Options such other terms and conditions as from time
to time are required for the Option be an "incentive stock option" within the
meaning of Code Section 422.

     

    Section
6.04.  Termination of
Options.

     

    (a)          Each
Option granted under the Plan shall set forth a termination date, which shall be
not later than ten years from the Grant Date, subject to earlier termination as
set forth in this Plan or the Agreement.

     

    (b)          The
Committee shall establish the effect of a Separation from Service on the rights
and benefits under each Option and in so doing may make distinctions based upon,
among other factors, the cause of Separation from Service.  Following
Separation from Service, an Option may be exercised only in accordance with the
applicable Agreement and, unless otherwise expressly provided by the Committee,
only with respect to that number of Shares for which the Option could have been
exercised by the Participant on the date of Severance from Service.

     

    (c)          The
Committee may cancel any unexpired Options at any time, if the Participant is
not in compliance with all applicable provisions of the Plan or with any
Agreement, or if the Participant, whether or not he is currently employed by an
Employer, engages in any of the following activities without the prior written
consent of the Employer:

     

    (1)           directly
or indirectly renders services to or for an organization, or engages in a
business, that is, in the judgment of the Committee, in competition with the
Employer; or

     

    (2)           discloses
to anyone outside of the Employer, or uses for any purpose other than the
Employer's business, any confidential or proprietary information or material
relating to the Employer, whether acquired by the Participant during or after
employment with the Employer.

     

    The
Committee may, in its discretion and as a condition to the exercise of an
Option, require a Participant to acknowledge in writing that he is in compliance
with all applicable provisions of the Plan and of any Agreement and has not
engaged in any activities referred to in clauses (1) and (2) above.

     

    (d)          Subject
to Section 6.06, (i) upon the dissolution, liquidation, or sale of all or
substantially all of the business, properties, and assets of the Company, (ii)
upon any reorganization, merger, consolidation, sale, or exchange of securities
in which the Company does not survive, (iii) upon any sale, reorganization,
merger, consolidation, or exchange of securities in which the Company does
survive and any of the Company's shareholders have the opportunity to receive
cash, securities of another corporation, partnership, or limited liability
company and/or other property in exchange for their capital stock of the
Company, or (iv) upon any acquisition by any person or group (as defined in
Section 13d of the Exchange Act) of beneficial ownership of more than 50% of the
then outstanding Shares (each of the events described in clauses (i), (ii),
(iii) or (iv) is referred to herein as an "Extraordinary Event"), the Plan and
each outstanding Option shall terminate, subject to any provision that has been
made by the Committee through a plan of reorganization or otherwise for the
substitution, assumption, settlement, or other continuation of the
Options.  If Options are to terminate (with no substitution,
assumption, settlement, or other continuation) in such circumstances, each
Participant shall have the right, by giving notice at least ten days before the
effective date of the Extraordinary Event ("Effective Date"), to exercise on or
before the Effective Date, in whole or in part, any unexpired Option issued to
the Participant, to the extent that the Option is vested and exercisable as of
the Effective Date.


    
      
         


      

      
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    Section
6.05.  Rights
as a Shareholder. Unless otherwise provided by the Board or the
Committee, a Participant shall have rights as a shareholder with respect to
Shares covered by an Option, including voting rights or rights to dividends,
only upon the date of issuance of a certificate to him and, if payment is
required, only after payment if full has been made for such Shares.

     

    Section
6.06.  Acceleration of
Options.

     

    (a)          Notwithstanding
the preceding provisions of this Article or any provision to the contrary
contained in a particular Agreement, the Committee, in its sole discretion, may
accelerate the vesting and exercisability of all or any portion of any Option
then outstanding.  The decision by the Committee to accelerate an
Option or to decline to accelerate an Option shall be final.  In the
event of the acceleration of the exercisability of Option as the result of a
decision by the Committee pursuant to this Section, each outstanding Option so
accelerated shall be exercisable for a period from and after the date of such
acceleration and upon such other terms and conditions as the Committee may
determine in its sole discretion, provided that such terms and conditions (other
than terms and conditions relating solely to the acceleration of exercisability
and the related termination of an Option) may not materially adversely affect
the rights of any Participant without the consent of that
Participant.  Any outstanding Option that has not been exercised by
the holder at the end of such period shall terminate automatically at that
time.

     

    (b)          If
the vesting of an Option has been accelerated in anticipation of an event, and
the Committee or the Board later determines that the event will not occur, the
Committee may rescind the effect of the acceleration as to any then outstanding
and unexercised or otherwise unvested Options.

     

    Section
6.07.  Substitute
Options.  If the Company at any time should succeed to the
business of another entity through a merger, consolidation, corporate
reorganization or exchange, or through the acquisition of stock or assets of
such entity or its subsidiaries or otherwise, the Committee may grant Options
under the Plan to option holders of such entity or its subsidiaries, in
substitution for options to purchase shares in such entity held by them at the
time of succession.  The Committee, in its sole and absolute
discretion, shall determine the extent to which such substitute Options shall be
granted (if at all), the person or persons to receive such substitute Options
(who need not be all option holders of such entity), the number of Options to be
received by each such person, the exercise price of such Option, and the other
terms and conditions of such substitute Options.


    
      
         


      

      
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    ARTICLE
VII

    RESTRICTED
STOCK

     

    Section
7.01.  Grants
of Restricted Stock.  Subject to the terms and provisions of
the Plan, including Article V, the Committee, at any time and from time to time,
may grant Shares of Restricted Stock to any Employee, Director, or Advisor in
such amounts as the Committee, in its sole discretion, shall
determine.

     

    Section
7.02.  Restricted Stock Award
Agreement.  Each Award of Restricted Stock shall be evidenced
by an Agreement, which shall specify the Period of Restriction, the number of
Shares granted, and the terms and conditions of the Award.

     

    Section
7.03.  Restrictions on
Transferability.  Except as provided in herein, Shares of
Restricted Stock may not be assigned, transferred, or pledged, whether by
operation of law and whether voluntarily or involuntarily, until the end of the
applicable Period of Restriction.

     

    Section
7.04.  Other
Restrictions.  The Committee, in its sole discretion, may
impose such other restrictions on Shares of Restricted Stock as it may deem
advisable or appropriate in accordance with this Article.  Such
restrictions may be based upon any one or more of the following criteria: (i)
the achievement of specific performance targets, (ii) vesting based on period of
service with the Company and any of its Subsidiaries, (iii) applicable federal
or state securities laws, or (iv) any other basis determined by the Committee,
in its sole discretion.

     

    Section
7.05.  Legend
on Certificates.  The Committee, in its sole discretion, may
require the placement of a legend on certificates representing Shares of
Restricted Stock to give appropriate notice of such restrictions. For example,
the Committee may determine that some or all certificates representing Shares of
Restricted Stock shall bear the following legend:

     

    THE
SALE, PLEDGE, OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS
CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFER UNDER FEDERAL AND STATE SECURITIES LAWS AND
UNDER THE INTREGRAL VISION, INC. 2008 EQUTY INCENTIVE PLAN, AS SET FORTH IN AN
AWARD AGREEMENT EXECUTED THEREUNDER. A COPY OF SUCH PLAN AND SUCH AWARD
AGREEMENT MAY BE OBTAINED FROM THE CORPORATE SECRETARY OF INTEGRAL VISION,
INC.

     

    Section
7.06.  Removal
of Restrictions.  Except as otherwise provided in this Article,
as soon as practicable after the applicable Period of Restriction lapses, Shares
of Restricted Stock covered by an Award shall be subject to release to the
Participant in accordance with the terms of the Award.  The Committee,
in its sole discretion, may accelerate the time at which any restrictions shall
lapse or remove any restrictions.


    
      
         


      

      
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    Section
7.07.  Voting
Rights.  During the Period of Restriction, Participants holding
Shares of Restricted Stock granted hereunder may exercise full voting rights
with respect to those Shares, unless the applicable Award Agreement provides
otherwise.

     

    Section
7.08.  Return
of Restricted Stock to Company.  On the date set forth in the
applicable Agreement, the Restricted Stock for which restrictions have not
lapsed by the last day of the Period of Restriction shall revert to the Company
and thereafter shall be available for the grant of new Awards.

     

    Section
7.09.  Termination of
Service.  Unless otherwise provided in an Agreement or
determined by the Committee, if a Participant Terminates Service during the
Period of Restriction, Shares of Restricted Stock still subject to restriction
shall be forfeited by the Participant and thereafter shall be available for the
grant of new Awards; provided, however, that the Committee shall have the sole
discretion to waive, in whole or in part, any or all remaining restrictions with
respect to any or all of such Participant's Shares of Restricted
Stock.

     

    Section
7.10.  Issuance of Shares and Compliance
with Securities Laws.  The Company may postpone the issuance
and delivery of certificates representing Shares until (i) the admission of such
Shares to listing on any stock exchange on which Shares are then listed and (ii)
the completion of such registration or other qualification of Shares under any
state or federal law, rule, or regulation as the Company shall determine to be
necessary or advisable, which registration or other qualification the Company
shall use its best efforts to complete; provided, however, a person purchasing
or otherwise receiving Shares pursuant to the Plan has no right to require the
Company to register the Shares under federal or state securities laws at any
time.  Any person purchasing or otherwise receiving Shares pursuant to
the Plan may be required to make such representations and furnish such
information as may, in the opinion of counsel for the Company, be appropriate to
permit the Company, in light of the existence or non-existence with respect to
such Shares of an effective registration under the Securities Act of 1933, as
amended, or any similar state statute, to issue the Shares in compliance with
the provisions of those or any comparable acts.

     

    ARTICLE
VIII

    SHARE
GRANTS

     

    Subject
to the provisions of the Plan, including Article V and this Section, the
Committee may make an Award of Shares to any Employee, Director, or Advisor in
such amount as the Committee, in its sole discretion, may
determine.  A grant pursuant to this Section may be evidenced by an
Agreement or such other documents as the Committee, in its sole discretion,
determines to be appropriate.  Awards of shares pursuant to this
Section shall be subject to the withholding requirements of Article
IX.


    
      
         


      

      
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    ARTICLE
IX

    WITHHOLDING OF
TAXES

     

    The
Company (or a Subsidiary) may deduct and withhold from the wages, salary, bonus,
and other income paid by the Company (or Subsidiary) to the Participant the
requisite tax upon the amount of taxable income, if any, recognized by the
Participant in connection with the exercise in whole or in part of any Option,
lapse of restrictions on Restricted Stock, grant of Shares, or sale of Shares
issued to the Participant upon the exercise of an Option, as may be required
from time to time under any federal or state tax laws and
regulations.  This withholding of tax shall be made from the Company's
(or Subsidiary's) concurrent or next payment of wages, salary, bonus, or other
income to the Participant or by payment to the Company by the Participant of the
required withholding tax, as the Committee may determine; provided, however,
that, in the sole discretion of the Committee, the Participant may pay such tax
by reducing the number of Shares issued upon exercise of an Option, lapse of
restrictions, or award of Shares (for which purpose such Shares shall be valued
at Fair Market Value at such time).  Notwithstanding the foregoing,
the Company shall not be obligated to issue certificates representing the Shares
to be acquired through the exercise of an Option or grant of an Award, if the
Participant fails to provide the Company with adequate assurance that the
Participant will pay such amounts to the Company as required
herein.  Participants shall notify the Company in writing of any
amounts included as income in the Participants' federal income tax returns in
connection with an Award.  Any Shares or cash withheld by the Company
to satisfy a Participant's withholding tax obligation in connection with an
Award shall not exceed the number of Shares or amount of cash necessary to
satisfy the minimum required levels of withholding under applicable
law.

     

    ARTICLE
X

    COMPLIANCE WITH
LAWS

     

    Section
10.01.  General.  The Plan,
the granting and vesting of Awards under the Plan, and the offer, issuance, and
delivery of the Shares to Awards are subject to compliance with all applicable
federal and state laws, rules, and regulations (including but not limited to
state and federal securities laws and federal margin requirements) and to such
approvals by any listing, regulatory, or governmental authority as may, in the
opinion of counsel for the Company, be necessary or advisable in connection
therewith.  A person acquiring any securities under the Plan shall, if
requested by the Company, provide such assurances and representations to the
Company as the Committee may deem necessary or desirable to assure compliance
with all applicable legal and accounting requirements.

     

    Section
10.02.  Compliance with Securities
Laws.  No Participant shall sell, pledge, or otherwise transfer
Shares acquired pursuant to an Award or any interest in such Shares except in
accordance with the express terms of the Plan and the applicable
Agreement.  Any attempted transfer in violation of this Section shall
be void and of no effect.  Without in any way limiting the provisions
set forth above, no Participant shall make any disposition of all or any portion
of Shares acquired or to be acquired pursuant to an Award, except in compliance
with all applicable federal and state securities laws. Notwithstanding anything
else herein to the contrary, the Company has no obligation to register the
Shares or file any registration statement under either federal or state
securities laws.

     

    
      
        
        

      

      
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    ARTICLE
XI

    TERMINATION OF
PLAN

     

    The Plan
shall terminate at the close of business on March 11, 2018, provided, however,
the Board may, in its sole discretion, terminate the Plan at any prior
time.  Subject to Sections 6.04 and 6.06, no such termination shall in
any way affect any Award then outstanding or the Committee's authority hereunder
with respect to such Award.

     

    ARTICLE
XII

    AMENDMENT OF
PLAN

     

    Subject
to Article VI, the Committee may make such amendments to the Plan and/or an
Agreement as it shall deem advisable; provided, however, except as permitted by
Article VI, no amendment shall materially adversely affect any Award then
outstanding without the written consent of the affected
Participant.  Adjustments contemplated by Section 5.05 shall not be
deemed to be amendments for purposes of the foregoing.  Shareholder
approval for any amendment shall be required only to the extent required under
applicable law, including Code Section 162(m) and Code Section 422 and other
provisions of the Code applicable to incentive stock options, or to the extent
deemed necessary or advisable by the Board.

     

    ARTICLE
XIII

    INDEMNIFICATION

     

    In
addition to such other rights of indemnification as they may have as members of
the Board, the members of the Committee shall be indemnified by the Company to
the fullest extent permitted by law against reasonable expenses, including
attorneys' fees, actually and necessarily incurred in connection with the
defense of any action, suit, or proceeding, or in connection with any appeal
thereof, to which they or any of them may be a party by reason of any act or
failure to act under or in connection with the Plan or any Award, and against
all amounts paid by them in satisfaction of a judgment in any such action, suit,
or proceeding except in relation to matters as to which it shall be adjudged in
such action, suit, or proceeding that such Committee member is not entitled to
indemnification under applicable law; provided, however, within 60 days after
institution of any such action, suit, or proceeding, such Committee member shall
in writing offer the Company the opportunity, at the Company's expense, to
handle and defend the same, and such Committee member shall cooperate with and
assist the Company in the defense of any such action, suit, or
proceeding.  The Company shall not be obligated to indemnify any
Committee member with regard to the settlement of any action, suit, or
proceeding to which the Company did not give its prior written
consent.

     

    ARTICLE
XIV

    NOT AN EMPLOYMENT OR
CONSULTING AGREEMENT

     

    Nothing
contained in the Plan or in any Agreement shall confer, intend to confer, or
imply any right of employment or right to continued employment by, or rights to
a continued relationship with, the Company (or any affiliate) in favor of any
Participant or limit the ability of the Company (or any affiliate) to terminate,
with or without cause, in its sole and absolute discretion, the employment or
other relationship between the Company and the Participant, subject to the terms
of any written agreement between the Company and the Participant.  In
addition, nothing contained in the Plan or in any Agreement shall preclude any
lawful action by the Company or the Board.  Status as an eligible
person under the Plan shall not be construed as a commitment that any Award will
be granted to the eligible person.


    
      
         


      

      
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    ARTICLE
XV

    MISCELLANEOUS

     

    Section
15.01.  Non-Exclusivity of
Plan.  Nothing in the Plan shall limit or be deemed to limit
the authority of the Board or the Committee to grant options or authorize any
other compensation, with or without reference to the Shares, under any other
plan or independent authority.

     

    Section
15.02.  No
Restriction on Corporate Powers.  The existence of the Plan and
the Awards granted hereunder shall not affect or restrict in any way the right
or power of the Board or the shareholders of the Company to make or authorize
any adjustment, recapitalization, reorganization or other change in the
Company's capital structure or its business, any merger or consolidation of the
Company, any issue of bonds, debentures, preferred or prior preference stocks
ahead of or affecting the Company's capital stock or the rights thereof, the
dissolution or liquidation of the Company or any sale or transfer of all or any
part of its assets or business, or any other corporate act or
proceeding.

     

    Section
15.03.  No
Fiduciary Duties.  Neither the provisions of this Plan (or of
any related documents), nor the creation or adoption of this Plan, nor any
action taken pursuant to the provisions of this Plan shall create, or be
construed to create, a trust of any kind or a fiduciary relationship between the
Company and any Participant or other person.


    
      
         


      

      
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