Filed by Avantafile.com - Spriza, Inc. - Exhibit 10.1









SPRIZA, INC.
2013 INCENTIVE AWARD PLAN


ARTICLE 1. 


PURPOSE 


            The
purpose of the Spriza, Inc. 2013 Incentive Award Plan (the “Plan”) is to
promote the success and enhance the value of Spriza, Inc. (the “Company”)
by linking the personal interests of the members of the Board, Employees, and
Consultants to those of the Company’s stockholders and by providing such
individuals with an incentive for outstanding performance to generate superior
returns to Company stockholders. The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the
services of members of the Board, Employees, and Consultants upon whose
judgment, interest, and special effort the successful conduct of the Company’s
operation is largely dependent. 


ARTICLE 2. 


DEFINITIONS AND CONSTRUCTION 


           Wherever
the following terms are used in the Plan they shall have the meanings specified
below, unless the context clearly indicates otherwise. The singular pronoun
shall include the plural where the context so indicates. 


           2.1 “Award”
means an Option, a Restricted Stock award, a Stock Appreciation Right award, a
Performance Share award, a Performance Stock Unit award, a Dividend Equivalents
award, a Stock Payment award, a Deferred Stock award, a Restricted Stock Unit
award, or a Performance-Based Award granted to a Participant pursuant to the
Plan. 


           2.2 “Award
Agreement” means any written agreement, contract, or other instrument or
document evidencing an Award, including through electronic medium. 


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


           2.4 “Change
in Control” means and includes each of the following: 


                      (a) A
transaction or series of transactions (other than an offering of Stock to the
general public through a registration statement filed with the Securities and
Exchange Commission) whereby any “person” or related “group” of “persons” (as
such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other
than the Company, any of its subsidiaries, an employee benefit plan maintained
by the Company or any of its subsidiaries or a “person” that, prior to such
transaction, directly or indirectly controls, is controlled by, or is under
common control with, the Company) directly or indirectly acquires beneficial
ownership (within the meaning of Rule 133 under the Exchange Act) of securities
of the Company possessing more than 50% of the total combined voting power of
the Company’s securities outstanding immediately after such acquisition; or 


                      (b)
The consummation by the Company (whether directly involving the Company or
indirectly involving the Company through one or more intermediaries) of
(x) a merger, consolidation, reorganization, or business combination or
(y) a sale or other disposition of all or substantially all of the
Company’s assets in any single transaction or series of related transactions or
(z) the acquisition of assets or stock of another entity, in each case
other than a transaction: 


                                 (i)
Which results in the Company’s voting securities outstanding immediately before
the transaction continuing to represent (either by remaining outstanding or by
being converted into voting securities of the 


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Company
or the person that, as a result of the transaction, controls, directly or
indirectly, the Company or owns, directly or indirectly, all or substantially
all of the Company’s assets or otherwise succeeds to the business of the
Company (the Company or such person, the “Successor Entity”)) directly
or indirectly, at least a majority of the combined voting power of the
Successor Entity’s outstanding voting securities immediately after the
transaction, and 


                                 (ii)
After which no person or group beneficially owns voting securities representing
50% or more of the combined voting power of the Successor Entity; provided,
however, that no person or group shall be treated for purposes of this
Section 2.4(b)(ii) as beneficially owning 50% or more of combined voting
power of the Successor Entity solely as a result of the voting power held in
the Company prior to the consummation of the transaction. 


           The
Committee shall have full and final authority, which shall be exercised in its
discretion, to determine conclusively whether a Change in Control of the
Company has occurred pursuant to the above definition, and the date of the
occurrence of such Change in Control and any incidental matters relating
thereto. 


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


           2.6 “Committee”
means the committee of the Board described in Article 12. 


           2.7 “Consultant”
means any consultant or adviser if: (a) the consultant or adviser renders
bona fide services to the Company or any Subsidiary; (b) the services
rendered by the consultant or adviser are not in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market for the Company’s securities; and
(c) the consultant or adviser is a natural person. 


           2.8 “Covered
Employee” means an Employee who is, or could be, a “covered employee”
within the meaning of Section 162(m) of the Code. 


           2.9 “Deferred
Stock” means a right to receive a specified number of shares of Stock
during specified time periods pursuant to Section 8.5. 


           2.10 “Director”
means a member of the Board, or as applicable, a member of the board of
directors of a Subsidiary. 


           2.11 “Disability”
means that the Participant qualifies to receive long-term disability payments
under the Company’s long-term disability insurance program, as it may be
amended from time to time. 


           2.12 “Dividend
Equivalents” means a right granted to a Participant pursuant to
Section 8.3 to receive the equivalent value (in cash or Stock) of
dividends paid on Stock. 


           2.13 “Effective
Date” shall have the meaning set forth in Section 13.1. 


           2.14 “Eligible
Individual” means any person who is an Employee, a Consultant or an
Independent Director, as determined by the Committee. 


           2.15 “Employee”
means any officer or other employee (as defined in accordance with
Section 3401(c) of the Code) of the Company or any Subsidiary. 


           2.16 “Equity
Restructuring” shall mean a nonreciprocal transaction between the Company
and its stockholders, such as a stock dividend, stock split, spin-off, rights
offering or recapitalization through a large, nonrecurring cash dividend, that
affects the shares of Stock (or other securities of the Company) or the share
price of Stock (or other securities) and causes a change in the per share value
of the Stock underlying outstanding Awards. 


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


           2.18 “Fair
Market Value” means, as of any given date, (a) if Stock is traded on
any established stock exchange, the closing price of a share of Stock on the
first trading date during which a sale occurred immediately prior to such given
date as reported in the Wall Street Journal (or such other source as the
Company may deem reliable for such purposes); or (b) if Stock is not
traded on an exchange but is quoted on a national market or other quotation
system, the last sales price on the date on which sales prices are reported
immediately prior to such given date; or (c) if Stock is not publicly
traded, the fair market value established by the Committee acting in good
faith. 


           2.19 “Incentive
Stock Option” means an Option that is intended to meet the requirements of
Section 422 of the Code or any successor provision thereto. 


           2.20 “Independent
Director” means a Director of the Company who is not an Employee. 


           2.21 “Non-Employee
Director” means a Director of the Company who qualifies as a “Non-Employee
Director” as defined in Rule 16b-3(b)(3) under the Exchange Act, or any
successor rule. 


           2.22 “Non-Qualified
Stock Option” means an Option that is not intended to be an Incentive Stock
Option. 


           2.23 “Option”
means a right granted to a Participant pursuant to Article 5 of the Plan to
purchase a specified number of shares of Stock at a specified price during
specified time periods. An Option may be either an Incentive Stock Option or a
Non-Qualified Stock Option. 


           2.24 “Participant”
means any Eligible Individual who, as a member of the Board, Consultant or
Employee, has been granted an Award pursuant to the Plan. 


           2.25 “Performance-Based
Award” means an Award granted to selected Covered Employees which is
subject to the terms and conditions set forth in Article 9. 


           2.26 “Performance
Criteria” means the criteria that the Committee selects for purposes of
establishing the Performance Goal or Performance Goals for a Participant for a
Performance Period. The Performance Criteria that will be used to establish
Performance Goals are limited to the following: net sales, revenue, revenue
growth or product revenue growth, operating income (before or after taxes, pre-
or after- tax income (before or after allocation of corporate overhead and
bonus), net earnings, earnings per share, net income (before or after taxes),
return on equity, total shareholder return, return on assets or net assets,
appreciation in and/or maintenance of share price, market share, gross profits,
earnings (including earnings before taxes, earnings before interest and taxes
or earnings before interest, taxes depreciation and amortization), economic
value-added models or equivalent metrics, comparisons with various stock market
indices, reductions in costs, cash flow or cash flow per share (before or after
dividends), return on capital (including return on total capital or return on
invested capital, cash flow return on investment, improvement in or attainment
of expense levels, operating margins, gross margins or cash margin, year-end
cash, debt reductions, shareholder equity, market share, regulatory
achievements, and implementation, completion or attainment of measurable
objectives with respect to research, development, products or projects and
recruiting and maintaining personnel. The Committee shall define in an objective
fashion the manner of calculating the Performance Criteria it selects to use
for such Performance Period for such Participant. 


           2.27 “Performance
Goals” means, for a Performance Period, the goals established in writing by
the Committee for the Performance Period based upon the Performance Criteria.
Depending on the Performance Criteria used to establish such Performance Goals,
the Performance Goals may be expressed in terms of overall Company performance
or the performance of a division, business unit, or an individual. The
Committee, in its discretion, may, within the time prescribed by
Section 162(m) of the Code, adjust or modify the calculation of 


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Performance
Goals for such Performance Period in order to prevent the dilution or
enlargement of the rights of Participants (a) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development, or (b) in recognition of, or in anticipation of,
any other unusual or nonrecurring events affecting the Company, or the
financial statements of the Company, or in response to, or in anticipation of,
changes in applicable laws, regulations, accounting principles, or business
conditions. 


           2.28 “Performance
Period” means the one or more periods of time, which may be of varying and
overlapping durations, as the Committee may select, over which the attainment
of one or more Performance Goals will be measured for the purpose of
determining a Participant’s right to, and the payment of, a Performance-Based
Award. 


           2.29 “Performance
Share” means a right granted to a Participant pursuant to Section 8.1,
to receive Stock, the payment of which is contingent upon achieving certain
Performance Goals or other performance-based targets established by the
Committee. 


           2.30 “Performance
Stock Unit” means a right granted to a Participant pursuant to
Section 8.2, to receive Stock, the payment of which is contingent upon
achieving certain Performance Goals or other performance-based targets
established by the Committee. 


           2.31 “Plan”
means this Spriza, Inc. 2013 Incentive Award Plan, as it may be amended from
time to time. 


           2.32 “Qualified
Performance-Based Compensation” means any compensation that is intended to
qualify as “qualified performance-based compensation” as described in Section 162(m)(4)(C)
of the Code. 


           2.33 “Restricted
Stock” means Stock awarded to a Participant pursuant to Article 6 that is
subject to certain restrictions and may be subject to risk of forfeiture. 


           2.34 “Restricted
Stock Unit” means an Award granted pursuant to Section 8.6. 


           2.35 “Securities
Act” shall mean the Securities Act of 1933, as amended. 


           2.36 “Stock”
means the common stock of the Company, par value $0.0001 per share, and such
other securities of the Company that may be substituted for Stock pursuant to
Article 11. 


           2.37 “Stock
Appreciation Right” or “SAR” means a right granted pursuant to
Article 7 to receive a payment equal to the excess of the Fair Market Value of
a specified number of shares of Stock on the date the SAR is exercised over the
Fair Market Value on the date the SAR was granted as set forth in the
applicable Award Agreement. 


           2.38 “Stock
Payment” means (a) a payment in the form of shares of Stock, or
(b) an option or other right to purchase shares of Stock, as part of any
bonus, deferred compensation or other arrangement, made in lieu of all or any
portion of the compensation, granted pursuant to Section 8.4. 


           2.39 “Subsidiary”
means any “subsidiary corporation” as defined in Section 424(f) of the
Code and any applicable regulations promulgated thereunder or any other entity
of which a majority of the outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Company. 


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ARTICLE 3. 


SHARES SUBJECT TO THE PLAN 


           3.1 Number
of Shares. 


                      (a)
Subject to Article 11 and Section 3.1(b), the aggregate number of shares
of Stock which may be issued or transferred pursuant to Awards under the Plan
is the sum of (i) 6,300,000 shares.


                      (b)
To the extent that an Award terminates, expires, or lapses for any reason, any
shares of Stock subject to the Award shall again be available for the grant of
an Award pursuant to the Plan. Additionally, any shares of Stock tendered or
withheld to satisfy the grant or exercise price or tax withholding obligation
pursuant to any Award shall again be available for the grant of an Award
pursuant to the Plan. To the extent permitted by applicable law or any exchange
rule, shares of Stock issued in assumption of, or in substitution for, any
outstanding awards of any entity acquired in any form of combination by the
Company or any Subsidiary shall not be counted against shares of Stock
available for grant pursuant to this Plan. The payment of Dividend Equivalents
in cash in conjunction with any outstanding Awards shall not be counted against
the shares available for issuance under the Plan. Notwithstanding the
provisions of this Section 3.1(b), no shares of Common Stock may again be
optioned, granted or awarded if such action would cause an Incentive Stock
Option to fail to qualify as an incentive stock option under Section 422
of the Code. 


           3.2 Stock
Distributed. Any Stock distributed pursuant to an Award may consist, in
whole or in part, of authorized and unissued Stock, treasury Stock or Stock
purchased on the open market. 


           3.3 Limitation
on Number of Shares Subject to Awards. Notwithstanding any provision in the
Plan to the contrary, and subject to Article 11, the maximum number of shares
of Stock with respect to one or more Awards that may be granted to any one
Participant during any calendar year shall be no greater than 5% of the issued
and outstanding share capital or 3,150,000 as at the date of execution of this
Plan. 


ARTICLE 4. 


ELIGIBILITY AND PARTICIPATION 


           4.1 Eligibility.
Each Eligible Individual shall be eligible to be granted one or more Awards
pursuant to the Plan. 


           4.2 Participation.
Subject to the provisions of the Plan, the Committee may, from time to time,
select from among all Eligible Individuals, those to whom Awards shall be
granted and shall determine the nature and amount of each Award. No Eligible
Individual shall have any right to be granted an Award pursuant to this Plan. 


           4.3 Foreign
Participants. Notwithstanding any provision of the Plan to the contrary, in
order to comply with the laws in other countries in which the Company and its
Subsidiaries operate or have Eligible Individuals, the Committee, in its sole
discretion, shall have the power and authority to: (i) determine which
Subsidiaries shall be covered by the Plan; (ii) determine which Eligible
Individuals outside the United States are eligible to participate in the Plan;
(iii) modify the terms and conditions of any Award granted to Eligible
Individuals outside the United States to comply with applicable foreign laws;
(iv) establish subplans and modify exercise procedures and other terms and
procedures, to the extent such actions may be necessary or advisable (any such
subplans and/or modifications shall be attached to this Plan as appendices); provided,
however, that no such subplans and/or modifications shall increase the
share limitations contained in Sections 3.1 and 3.3 of the Plan; and
(v) take any action,
before or after an Award is made, that it deems advisable to obtain approval or
comply with any necessary local governmental regulatory exemptions or
approvals. Notwithstanding the foregoing, the Committee may not take any
actions hereunder, and no Awards shall be granted, that would violate the
Exchange Act, the Code, any securities law or governing statute or any other
applicable law. 


5.




ARTICLE 5. 


STOCK OPTIONS 


           5.1 General.
The Committee is authorized to grant Options to Eligible Individuals on the
following terms and conditions: 


                      (a) Exercise
Price. The exercise price per share of Stock subject to an Option shall be
determined by the Committee and set forth in the Award Agreement; provided
that the exercise price for any Option shall not be less than the Fair Market
Value of a share of Stock on the date of grant. 


                      (b) Time
and Conditions of Exercise. The Committee shall determine the time or times
at which an Option may be exercised in whole or in part; provided that
the term of any Option granted under the Plan shall not exceed ten years. The
Committee shall also determine the performance or other conditions, if any,
that must be satisfied before all or part of an Option may be exercised. 


                      (c) Payment.
The Committee shall determine the methods by which the exercise price of an
Option may be paid, the form of payment, including, without limitation:
(i) cash, (ii) shares of Stock held for such period of time as may be
required by the Committee in order to avoid adverse accounting consequences and
having a Fair Market Value on the date of delivery equal to the aggregate
exercise price of the Option or exercised portion thereof, or (iii) other
property acceptable to the Committee (including through the delivery of a
notice that the Participant has placed a market sell order with a broker with
respect to shares of Stock then issuable upon exercise of the Option, and that
the broker has been directed to pay a sufficient portion of the net proceeds of
the sale to the Company in satisfaction of the Option exercise price; provided
that payment of such proceeds is then made to the Company upon settlement of
such sale). The Committee shall also determine the methods by which shares of
Stock shall be delivered or deemed to be delivered to Participants.
Notwithstanding any other provision of the Plan to the contrary, no Participant
who is a Director or an “executive officer” of the Company within the meaning
of Section 13(k) of the Exchange Act shall be permitted to pay the
exercise price of an Option, or continue any extension of credit with respect
to the exercise price of an Option with a loan from the Company or a loan
arranged by the Company in violation of Section 13(k) of the Exchange Act.


                      (d) Evidence
of Grant. All Options shall be evidenced by an Award Agreement between the
Company and the Participant. The Award Agreement shall include such additional
provisions as may be specified by the Committee. 


           5.2 Incentive
Stock Options. Incentive Stock Options shall be granted only to Employees
and the terms of any Incentive Stock Options granted pursuant to the Plan, in
addition to the requirements of Section 5.1, must comply with the
provisions of this Section 5.2. 


                      (a) Exercise
Price. The exercise price per share of Stock shall be set by the Committee;
provided that subject to Section 5.2(d), the exercise price for any
Incentive Stock Option shall not be less than 100% of the Fair Market Value on
the date of grant. 


                      (b) Expiration.
Subject to Section 5.2(d), an Incentive Stock Option shall expire and may
not be exercised to any extent by anyone after the first to occur of the
following events: 


                                 (i)
Ten years from the date it is granted, unless an earlier time is set in the
Award Agreement; 


                                 (ii) Three months after the Participant’s termination
of employment as an Employee; and 


                                (iii)
One year after the date of the Participant’s termination of employment or
service on account of Disability or death. Upon the Participant’s Disability or
death, any Incentive Stock Options exercisable at the Participant’s Disability
or death may be exercised by the Participant’s legal representative or
representatives, by the person or persons entitled to do so pursuant to the
Participant’s last

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will and testament, or,
if the Participant fails to make testamentary disposition of such Incentive
Stock Option or dies intestate, by the person or persons entitled to receive
the Incentive Stock Option pursuant to the applicable laws of descent and
distribution. 


                      (c) Dollar
Limitation. The aggregate Fair Market Value (determined as of the time the
Option is granted) of all shares of Stock with respect to which Incentive Stock
Options are first exercisable by a Participant in any calendar year may not
exceed $100,000 or such other limitation as imposed by Section 422(d) of
the Code, or any successor provision. To the extent that Incentive Stock Options
are first exercisable by a Participant in excess of such limitation, the excess
shall be considered Non-Qualified Stock Options. 


                      (d) Ten
Percent Owners. An Incentive Stock Option shall be granted to any
individual who, at the date of grant, owns stock possessing more than ten
percent of the total combined voting power of all classes of Stock of the
Company only if such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant. 


                      (e) Notice
of Disposition. The Participant shall give the Company prompt notice of any
disposition of shares of Stock acquired by exercise of an Incentive Stock
Option within (i) two years from the date of grant of such Incentive Stock
Option or (ii) one year after the transfer of such shares of Stock to the
Participant. 


                      (f) Right
to Exercise. During a Participant’s lifetime, an Incentive Stock Option may
be exercised only by the Participant. 


                      (g) Failure
to Meet Requirements. Any Option (or portion thereof) purported to be an
Incentive Stock Option, which, for any reason, fails to meet the requirements
of Section 422 of the Code shall be considered a Non-Qualified Stock
Option. 


           5.3 Automatic
Grants to Independent Directors. Each Independent Director shall be granted
under the Plan on the date of such person’s first election to the Board,
Non-Qualified Stock Options to purchase up to 50,000 shares of Stock, 50% of
which shall be exercisable after one year from the date of the grant and 100%
of which shall be exercisable after two years from the date of the grant. Each
Independent Director will also be granted on the anniversary of such
Independent Director’s initial election to the Board, Non-Qualified Stock
Options to purchase up to 50,000 shares of Stock which shall be vested and
exercisable immediately on the date of grant. Each such Option shall expire ten
years after the date of grant and shall be subject to earlier termination as
provided in the Plan. Notwithstanding the foregoing, if at any time during the
last six (6) months of the term of any Option granted pursuant to this
Section 5.3, the holder thereof is precluded from selling shares of Stock
underlying such Option solely by reason of the application to such Independent
Director of the policies contained in the Company’s Insider Trading Compliance
Manual (or any similar successor policies), the term of such Option shall be
deemed automatically extended by a period equal to six (6) months
beginning with the first day during which such Independent Director shall no
longer be so precluded; provided, however, that in no event shall
such term be extended beyond the tenth anniversary of the date of grant of the
Option. Except as set forth in this Section 5.2(d), all of the provisions
of the Plan shall be applicable to Awards granted to Independent Directors
hereunder. 


ARTICLE 6. 


RESTRICTED STOCK AWARDS 


           6.1 Grant
of Restricted Stock. The Committee is authorized to make Awards of
Restricted Stock to any Eligible Individual selected by the Committee in such
amounts and subject to such terms and conditions as determined by the
Committee. All Awards of Restricted Stock shall be evidenced by an Award
Agreement. 


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           6.2 Issuance
and Restrictions. Restricted Stock shall be subject to such restrictions on
transferability and other restrictions as the Committee may impose (including,
without limitation, limitations on the right to vote Restricted Stock or the
right to receive dividends on the Restricted Stock). These restrictions may
lapse separately or in combination at such times, pursuant to such
circumstances, in such instalments, or otherwise, as the Committee determines
at the time of the grant of the Award or thereafter. 


           6.3 Forfeiture.
Except as otherwise determined by the Committee at the time of the grant of the
Award or thereafter, upon termination of employment or service during the
applicable restriction period, Restricted Stock that is at that time subject to
restrictions shall be forfeited; provided, however, that, the Committee
may (a) provide in any Restricted Stock Award Agreement that restrictions
or forfeiture conditions relating to Restricted Stock will be waived in whole
or in part in the event of terminations resulting from specified causes, and
(b) in other cases waive in whole or in part restrictions or forfeiture
conditions relating to Restricted Stock. 


           6.4 Certificates
for Restricted Stock. Restricted Stock granted pursuant to the Plan may be
evidenced in such manner as the Committee shall determine. If certificates
representing shares of Restricted Stock are registered in the name of the
Participant, certificates must bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Stock, and
the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse. 


ARTICLE 7. 


STOCK APPRECIATION RIGHTS 


           7.1 Grant
of Stock Appreciation Rights. 


                      (a) A
Stock Appreciation Right may be granted to any Eligible Individual selected by
the Committee. A Stock Appreciation Right shall be subject to such terms and
conditions not inconsistent with the Plan as the Committee shall impose and
shall be evidenced by an Award Agreement. 


                      (b) A
Stock Appreciation Right shall entitle the Participant (or other person
entitled to exercise the Stock Appreciation Right pursuant to the Plan) to
exercise all or a specified portion of the Stock Appreciation Right (to the
extent then exercisable pursuant to its terms) and to receive from the Company
an amount equal to the product of (i) the excess of (A) the Fair
Market Value of the Stock on the date the Stock Appreciation Right is exercised
over (B) the Fair Market Value of the Stock on the date the Stock Appreciation
Right was granted and (ii) the number of shares of Stock with respect to
which the Stock Appreciation Right is exercised, subject to any limitations the
Committee may impose. 


           7.2 Payment
and Limitations on Exercise. 


                      (a)
Subject to Sections 7.2(b), payment of the amounts determined under Sections
7.1(b) above shall be in cash, in Stock (based on its Fair Market Value as of
the date the Stock Appreciation Right is exercised) or a combination of both,
as determined by the Committee in the Award Agreement. 


                      (b) To
the extent any payment under Section 7.1(b) is effected in Stock, it shall
be made subject to satisfaction of all provisions of Article 5 above pertaining
to Options. 


ARTICLE 8. 


OTHER TYPES OF AWARDS 


           8.1 Performance
Share Awards. Any Eligible Individual selected by the Committee may be
granted one or more Performance Share awards which shall be denominated in a
number of shares of Stock and which may be linked to any one or more of the
Performance Criteria or other specific performance criteria determined
appropriate by the Committee, in each case on a specified date or dates or over
any period or periods determined by the Committee. In making such
determinations, the Committee shall consider 


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(among such other factors
as it deems relevant in light of the specific type of award) the contributions,
responsibilities and other compensation of the particular Participant. 


           8.2 Performance
Stock Units. Any Eligible Individual selected by the Committee may
be granted one or more Performance Stock Unit awards which shall be denominated
in unit equivalent of shares of Stock and/or units of value including dollar
value of shares of Stock and which may be linked to any one or more of the
Performance Criteria or other specific performance criteria determined appropriate
by the Committee, in each case on a specified date or dates or over any period
or periods determined by the Committee. In making such determinations, the
Committee shall consider (among such other factors as it deems relevant in
light of the specific type of award) the contributions, responsibilities and
other compensation of the particular Participant. 


           8.3 Dividend
Equivalents. 


                      (a)
Any Eligible Individual selected by the Committee may be granted Dividend
Equivalents based on the dividends declared on the shares of Stock that are
subject to any Award, to be credited as of dividend payment dates, during the
period between the date the Award is granted and the date the Award is
exercised, vests or expires, as determined by the Committee. Such Dividend
Equivalents shall be converted to cash or additional shares of Stock by such
formula and at such time and subject to such limitations as may be determined
by the Committee. 


                      (b)
Dividend Equivalents granted with respect to Options or SARs that are intended
to be Qualified Performance-Based Compensation shall be payable, with respect
to pre-exercise periods, regardless of whether such Option or SAR is
subsequently exercised. 


           8.4 Stock
Payments. Any Eligible Individual selected by the Committee may receive
Stock Payments in the manner determined from time to time by the Committee. The
number of shares shall be determined by the Committee and may be based upon the
Performance Criteria or other specific performance criteria determined
appropriate by the Committee, determined on the date such Stock Payment is made
or on any date thereafter. 


           8.5 Deferred
Stock. Any Eligible Individual selected by the Committee may be granted an
award of Deferred Stock in the manner determined from time to time by the
Committee. The number of shares of Deferred Stock shall be determined by the
Committee and may be linked to the Performance Criteria or other specific
performance criteria determined to be appropriate by the Committee, in each
case on a specified date or dates or over any period or periods determined by
the Committee. Stock underlying a Deferred Stock award will not be issued until
the Deferred Stock award has vested, pursuant to a vesting schedule or
performance criteria set by the Committee. Unless otherwise provided by the
Committee, a Participant awarded Deferred Stock shall have no rights as a
Company stockholder with respect to such Deferred Stock until such time as the
Deferred Stock Award has vested and the Stock underlying the Deferred Stock
Award has been issued. 


           8.6 Restricted
Stock Units. The Committee is authorized to make Awards of Restricted Stock
Units to any Eligible Individual selected by the Committee in such amounts and
subject to such terms and conditions as determined by the Committee. At the time
of grant, the Committee shall specify the date or dates on which the Restricted
Stock Units shall become fully vested and non-forfeitable, and may specify such
conditions to vesting as it deems appropriate. At the time of grant, the
Committee shall specify the maturity date applicable to each grant
of Restricted Stock Units which shall be no earlier than the vesting date or
dates of the Award and may be determined at the election of the grantee. On the
maturity date, the Company shall, subject to Section 10.5(b), transfer to
the Participant one unrestricted, fully transferable share of Stock for each
Restricted Stock Unit scheduled to be paid out on such date and not previously
forfeited. 


           8.7 Term.
Except as otherwise provided herein, the term of any Award of Performance
Shares, 


9




Performance Stock Units,
Dividend Equivalents, Stock Payments, Deferred Stock or Restricted Stock Units
shall be set by the Committee in its discretion. 


           8.8 Exercise
or Purchase Price. The Committee may establish the exercise or purchase
price, if any, of any Award of Performance Shares, Performance Stock Units,
Deferred Stock, Stock Payments or Restricted Stock Units; provided, however,
that such price shall not be less than the par value of a share of Stock on the
date of grant, unless otherwise permitted by applicable state law. 


           8.9 Exercise
upon Termination of Employment or Service. An Award of Performance Shares,
Performance Stock Units, Dividend Equivalents, Deferred Stock, Stock Payments
and Restricted Stock Units shall only be exercisable or payable while the
Participant is an Employee, Consultant or Director, as applicable; provided,
however, that the Committee in its sole and absolute discretion may provide
that an Award of Performance Shares, Performance Stock Units, Dividend
Equivalents, Stock Payments, Deferred Stock or Restricted Stock Units may be
exercised or paid subsequent to a termination of employment or service, as
applicable, or following a Change in Control of the Company, or because of the
Participant’s retirement, death or disability, or otherwise; provided,
however, that any such provision with respect to Performance Shares or
Performance Stock Units shall be subject to the requirements of
Section 162(m) of the Code that apply to Qualified Performance-Based
Compensation. 


           8.10 Form
of Payment. Payments with respect to any Awards granted under this Article
8 shall be made in cash, in Stock or a combination of both, as determined by
the Committee. 


           8.11 Award
Agreement. All Awards under this Article 8 shall be subject to such
additional terms and conditions as determined by the Committee and shall be
evidenced by an Award Agreement. 


ARTICLE 9. 


PERFORMANCE-BASED AWARDS 


           9.1 Purpose.
The purpose of this Article 9 is to provide the Committee the ability to qualify
Awards other than Options and SARs and that are granted pursuant to Articles 6
and 8 as Qualified Performance-Based Compensation. If the Committee, in its
discretion, decides to grant a Performance-Based Award to a Covered Employee,
the provisions of this Article 9 shall control over any contrary provision
contained in Articles 6 or 8; provided, however, that the Committee may
in its discretion grant Awards to Covered Employees that are based on
Performance Criteria or Performance Goals but that do not satisfy the
requirements of this Article 9. 


           9.2 Applicability.
This Article 9 shall apply only to those Covered Employees selected by the
Committee to receive Performance-Based Awards. The designation of a Covered
Employee as a Participant for a Performance Period shall not in any manner
entitle the Participant to receive an Award for the period. Moreover,
designation of a Covered Employee as a Participant for a particular Performance
Period shall not require designation of such Covered Employee as a Participant
in any subsequent Performance Period and designation of one Covered Employee as
a Participant shall not require designation of any other Covered Employees as a
Participant in such period or in any other period. 


           9.3 Procedures
with Respect to Performance-Based Awards. To the extent necessary to comply
with the Qualified Performance-Based Compensation requirements of
Section 162(m)(4)(C) of the Code, with respect to any Award granted under
Articles 6 or 8 which may be granted to one or more Covered Employees, no later
than ninety (90) days following the commencement of any fiscal year in
question or any other designated fiscal period or period of service (or such
other time as may be required or permitted by Section 162(m) of the Code),
the Committee shall, in writing, (a) designate one or more Covered
Employees, (b) select the Performance Criteria applicable to the
Performance Period, (c) establish the Performance Goals, and amounts of
such Awards, as applicable, which may be earned for such Performance Period,
and (d) specify the relationship between Performance Criteria and the
Performance Goals and the amounts of such Awards, as applicable, to be earned
by each Covered Employee for such 


10




Performance Period.
Following the completion of each Performance Period, the Committee shall
certify in writing whether the applicable Performance Goals have been achieved
for such Performance Period. In determining the amount earned by a Covered
Employee, the Committee shall have the right to reduce or eliminate (but not to
increase) the amount payable at a given level of performance to take into
account additional factors that the Committee may deem relevant to the
assessment of individual or corporate performance for the Performance Period. 


           9.4 Payment
of Performance-Based Awards. Unless otherwise provided in the applicable
Award Agreement, a Participant must be employed by the Company or a Subsidiary
on the day a Performance-Based Award for such Performance Period is paid to the
Participant. Furthermore, a Participant shall be eligible to receive payment
pursuant to a Performance-Based Award for a Performance Period only if the
Performance Goals for such period are achieved. In determining the amount
earned under a Performance-Based Award, the Committee may reduce or eliminate
the amount of the Performance-Based Award earned for the Performance Period, if
in its sole and absolute discretion, such reduction or elimination is
appropriate. 


           9.5 Additional
Limitations. Notwithstanding any other provision of the Plan, any Award
which is granted to a Covered Employee and is intended to constitute Qualified
Performance-Based Compensation shall be subject to any additional limitations
set forth in Section 162(m) of the Code (including any amendment to
Section 162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as qualified
performance-based compensation as described in Section 162(m)(4)(C) of the
Code, and the Plan shall be deemed amended to the extent necessary to conform
to such requirements. 


ARTICLE 10. 


PROVISIONS APPLICABLE TO AWARDS 


           10.1 Stand
Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the
discretion of the Committee, be granted either alone, in addition to, or in
tandem with, any other Award granted pursuant to the Plan. Awards granted in
addition to or in tandem with other Awards may be granted either at the same
time as or at a different time from the grant of such other Awards. 


           10.2 Award
Agreement. Awards under the Plan shall be evidenced by Award Agreements
that set forth the terms, conditions and limitations for each Award which may
include the term of an Award, the provisions applicable in the event the
Participant’s employment or service terminates, and the Company’s authority to
unilaterally or bilaterally amend, modify, suspend, cancel or rescind an Award.


           10.3 Limits
on Transfer. No right or interest of a Participant in any Award may be
pledged, encumbered, or hypothecated to or in favor of any party other than the
Company or a Subsidiary, or shall be subject to any lien, obligation, or
liability of such Participant to any other party other than the Company or a
Subsidiary. Except as otherwise provided by the Committee, no Award shall be
assigned, transferred, or otherwise disposed of by a Participant other than by
will or the laws of descent and distribution or pursuant to beneficiary
designation procedures approved from time to time by the Committee (or the
Board in the case of Awards granted to Independent Directors). The Committee by
express provision in the Award or an amendment thereto may permit an Award
(other than an Incentive Stock Option) to be transferred to, exercised by and
paid to certain persons or entities related to the Participant, including but
not limited to members of the Participant’s family, charitable institutions,
or trusts or other entities whose beneficiaries or beneficial owners are
members of the Participant’s family and/or charitable institutions, or to such
other persons or entities as may be expressly approved by the Committee,
pursuant to such conditions and procedures as the Committee may establish. Any
permitted transfer shall be subject to the condition that the Committee receive
evidence satisfactory to it that the transfer is being made for estate and/or
tax planning purposes (or to a “blind trust” in connection 


11




with
the Participant’s termination of employment or service with the Company or a
Subsidiary to assume a position
with a governmental, charitable, educational or similar non-profit institution)
and on a basis consistent with the Company’s lawful issue of securities. 


           10.4 Beneficiaries.
Notwithstanding Section 10.3, a Participant may, in the manner determined
by the Committee, designate a beneficiary to exercise the rights of the
Participant and to receive any distribution with respect to any Award upon the
Participant’s death. A beneficiary, legal guardian, legal representative, or
other person claiming any rights pursuant to the Plan is subject to all terms
and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee. If the Participant is married and resides in a community
property state, a designation of a person other than the Participant’s spouse
as his or her beneficiary with respect to more than 50% of the Participant’s
interest in the Award shall not be effective without the prior written consent
of the Participant’s spouse. If no beneficiary has been designated or survives
the Participant, payment shall be made to the person entitled thereto pursuant
to the Participant’s will or the laws of descent and distribution. Subject to
the foregoing, a beneficiary designation may be changed or revoked by a
Participant at any time provided the change or revocation is filed with the
Committee. 


           10.5 Stock
Certificates; Book Entry Procedures. 


                      (a)
Notwithstanding anything herein to the contrary, the Company shall not be
required to issue or deliver any certificates evidencing shares of Stock
pursuant to the exercise of any Award, unless and until the Board has
determined, with advice of counsel, that the issuance and delivery of such
certificates is in compliance with all applicable laws, regulations of
governmental authorities and, if applicable, the requirements of any exchange
on which the shares of Stock are listed or traded. All Stock certificates
delivered pursuant to the Plan are subject to any stop-transfer orders and
other restrictions as the Committee deems necessary or advisable to comply with
federal, state, or foreign jurisdiction, securities or other laws, rules and
regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded. The Committee
may place legends on any Stock certificate to reference restrictions applicable
to the Stock. In addition to the terms and conditions provided herein, the
Board may require that a Participant make such reasonable covenants,
agreements, and representations as the Board, in its discretion, deems
advisable in order to comply with any such laws, regulations, or requirements.
The Committee shall have the right to require any Participant to comply with
any timing or other restrictions with respect to the settlement or exercise of
any Award, including a window-period limitation, as may be imposed in the
discretion of the Committee. 


                      (b)
Notwithstanding any other provision of the Plan, unless otherwise determined by
the Committee or required by any applicable law, rule or regulation, the
Company may determine whether to deliver to any Participant certificates
evidencing shares of Stock issued in connection with any Award or instead
whether such shares of Stock shall be recorded in the books of the Company (or,
as applicable, its transfer agent or stock plan administrator). 


           10.6 Paperless
Administration. In the event that the Company establishes, for itself or
using the services of a third party, an automated system for the documentation,
granting or exercise of Awards, such as a system using an internet website or
interactive voice response, then the paperless documentation, granting or
exercise of Awards by a Participant may be permitted through the use of such an
automated system. 


ARTICLE 11. 


CHANGES IN CAPITAL STRUCTURE 


           11.1 Adjustments.


                      (a)
In the event of any stock dividend, stock split, combination or exchange of
shares, merger, consolidation or other distribution (other than normal cash
dividends) of Company assets to stockholders, or any other change affecting the
shares of Stock or the share price of the Stock other than an Equity 

12




Restructuring, the
Committee shall make such equitable adjustments, if any, as the Committee in
its discretion may deem appropriate to reflect such change with respect to
(a) the aggregate number and kind of shares that may be issued under the
Plan (including, but not limited to, adjustments of the limitations in Sections
3.1 and 3.3); (b) the terms and conditions of any outstanding Awards
(including, without limitation, any applicable performance targets or criteria
with respect thereto); and (c) the grant or exercise price per share for
any outstanding Awards under the Plan. Any adjustment affecting an Award
intended as Qualified Performance-Based Compensation shall be made consistent
with the requirements of Section 162(m) of the Code. 


                      (b)
In the event of any transaction or event described in Section 11.1 or any
unusual or nonrecurring transactions or events affecting the Company, any
affiliate of the Company, or the financial statements of the Company or any
affiliate, or of changes in applicable laws, regulations or accounting
principles, the Committee, in its sole and absolute discretion, and on such
terms and conditions as it deems appropriate, either by the terms of the Award
or by action taken prior to the occurrence of such transaction or event and
either automatically or upon the Participant’s request, is hereby authorized to
take any one or more of the following actions whenever the Committee determines
that such action is appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan
or with respect to any Award under the Plan, to facilitate such transactions or
events or to give effect to such changes in laws, regulations or principles: 


                                 (i)
To provide for either (A) termination of any such Award in exchange for an
amount of cash, if any, equal to the amount that would have been attained upon
the exercise of such Award or realization of the Participant’s rights (and, for
the avoidance of doubt, if as of the date of the occurrence of the transaction
or event described in this Section 11.1 the Committee determines in good
faith that no amount would have been attained upon the exercise of such Award
or realization of the Participant’s rights, then such Award may be terminated
by the Company without payment) or (B) the replacement of such Award with
other rights or property selected by the Committee in its sole discretion; 


                                 (ii)
To provide that such Award be assumed by the successor or survivor corporation,
or a parent or subsidiary thereof, or shall be substituted for by similar
options, rights or awards covering the stock of the successor or survivor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of shares and prices; 


                                 (iii)
To make adjustments in the number and type of shares of Common Stock (or other
securities or property) subject to outstanding Awards, and in the number and
kind of outstanding Restricted Stock or Deferred Stock and/or in the terms and
conditions of (including the grant or exercise price), and the criteria
included in, outstanding options, rights and awards and options, rights and
awards which may be granted in the future; 


                                 (iv)
To provide that such Award shall be exercisable or payable or fully vested with
respect to all shares covered thereby, notwithstanding anything to the contrary
in the Plan or the applicable Award Agreement; and 


                                 (v)
To provide that the Award cannot vest, be exercised or become payable after
such event. 


                      (c) In connection with the occurrence of any Equity
Restructuring, and notwithstanding anything to the contrary in Sections 11.1(a)
and 11.1(b): 


                                 (i)
The number and type of securities subject to each outstanding Award and the
exercise price or grant price thereof, if applicable, will be equitably
adjusted. The adjustments provided under this Section 11.1(c)(i) shall be
nondiscretionary and shall be final and binding on the affected Participant and
the Company. 


                                 (ii)
The Committee shall make such equitable adjustments, if any, as the Committee
in its discretion may deem appropriate to reflect such Equity Restructuring
with respect to the aggregate number and kind of shares that may be issued
under the Plan (including, but not limited to, adjustments of 

13




the limitations in
Sections 3.1 and 3.3). 


           11.2 Acceleration
Upon a Change in Control. Notwithstanding Section 11.1, and except as
may otherwise be provided in any applicable Award Agreement or other written
agreement entered into between the Company and a Participant, if a Change in
Control occurs and a Participant’s Awards are not converted, assumed, or
replaced by a successor entity, then immediately prior to the Change in Control
such Awards shall become fully exercisable and all forfeiture restrictions on
such Awards shall lapse. Upon, or in anticipation of, a Change in Control, the
Committee may cause any and all Awards outstanding hereunder to terminate at a
specific time in the future, including but not limited to the date of such
Change in Control, and shall give each Participant the right to exercise such
Awards during a period of time as the Committee, in its sole and absolute
discretion, shall determine. In the event that the terms of any agreement
between the Company or any Company subsidiary or affiliate and a Participant
contains provisions that conflict with and are more restrictive than the
provisions of this Section 11.2, this Section 11.2 shall prevail and
control and the more restrictive terms of such agreement (and only such terms)
shall be of no force or effect. 


           11.3 No
Other Rights. Except as expressly provided in the Plan, no Participant
shall have any rights by reason of any subdivision or consolidation of shares
of stock of any class, the payment of any dividend, any increase or decrease in
the number of shares of stock of any class or any dissolution, liquidation,
merger, or consolidation of the Company or any other corporation. Except as
expressly provided in the Plan or pursuant to action of the Committee under the
Plan, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number of shares of Stock
subject to an Award or the grant or exercise price of any Award. 


           11.4 Restrictions
on Exercise. In the event of any pending stock dividend, stock split,
combination or exchange of shares, merger, consolidation or other distribution
(other than normal cash dividends) of Company assets to stockholders, or any
other change affecting the shares of Stock or the share price of the Stock
including any Equity Restructuring, for reasons of administrative convenience,
the Company in its sole discretion may refuse to permit the exercise of any
Award during a period of 30 days prior to the consummation of any such
transaction. 


ARTICLE 12. 


ADMINISTRATION 


           12.1 Committee.
Unless and until the Board delegates administration of the Plan to a Committee
as set forth below, the Plan shall be administered by the full Board, and for
such purposes the term “Committee” as used in this Plan shall be deemed to
refer to the Board. The Board, at its discretion or as otherwise necessary to
comply with the requirements of Section 162(m) of the Code, Rule 16b-3
promulgated under the Exchange Act or to the extent required by any other
applicable rule or regulation, may delegate administration of the Plan to a
Committee consisting of two or more members of the Board. Unless otherwise determined
by the Board, the Committee shall consist solely of two or more members of the
Board each of whom is an “outside director,” within the meaning of
Section 162(m) of the Code, a Non-Employee Director and an “independent
director” under the rules and regulations of the NASDAQ Global Market (or other
principal securities market on which shares of Stock are traded); provided that
any action taken by the Committee shall be valid and effective, whether or not
members of the Committee at the time of such action are later determined not to
have satisfied the requirements for membership set forth in this
Section 12.1 or otherwise provided in any charter of the Committee.
Notwithstanding the foregoing: (a) the full Board, acting by a majority of
its members in office, shall conduct the general administration of the Plan
with respect to all Awards granted to Independent Directors and for purposes of
such Awards the term “Committee” as used in this Plan shall be deemed to refer
to the Board and (b) the Committee may delegate its authority hereunder to
the extent permitted by Section 12.5. In its sole discretion, the Board
may at any time and from time to time exercise any and all rights and duties of
the Committee under the Plan except with respect to matters which under Rule
16b-3 under the Exchange Act or Section 162(m) of 


14




the Code, or any
regulations or rules issued thereunder, are required to be determined in the
sole discretion of the Committee. Except as may otherwise be provided in any
charter of the Committee, appointment of Committee members shall be effective
upon acceptance of appointment; Committee members may resign at any time by
delivering written notice to the Board; and vacancies in the Committee may only
be filled by the Board. 


           12.2 Action
by the Committee. Unless otherwise established by the Board or in any
charter of the Committee, a majority of the Committee shall constitute a quorum
and the acts of a majority of the members present at any meeting at which a
quorum is present, and acts approved in writing by a majority of the Committee
in lieu of a meeting, shall be deemed the acts of the Committee. Each member of
the Committee is entitled to, in good faith, rely or act upon any report or
other information furnished to that member by any officer or other employee of
the Company or any Subsidiary, the Company’s independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the Plan. 


           12.3 Authority
of Committee. Subject to any specific designation in the Plan, the
Committee has the exclusive power, authority and discretion to: 


                      (a)
Designate Participants to receive Awards; 


                      (b)
Determine the type or types of Awards to be granted to each Participant; 


                      (c)
Determine the number of Awards to be granted and the number of shares of Stock
to which an Award will relate; 


                      (d)
Determine the terms and conditions of any Award granted pursuant to the Plan,
including, but not limited to, the exercise price, grant price, or purchase
price, any reload provision, any restrictions or limitations on the Award, any
schedule for lapse of forfeiture restrictions or restrictions on the
exercisability of an Award, and accelerations or waivers thereof, any
provisions related to non-competition and recapture of gain on an Award, based
in each case on such considerations as the Committee in its sole discretion
determines; provided, however, that the Committee shall not have the
authority to accelerate the vesting or waive the forfeiture of any
Performance-Based Awards; 


                      (e)
Determine whether, to what extent, and pursuant to what circumstances an Award
may be settled in, or the exercise price of an Award may be paid in, cash,
Stock, other Awards, or other property, or an Award may be cancelled,
forfeited, or surrendered; 


                      (f)
Prescribe the form of each Award Agreement, which need not be identical for
each Participant; 


                      (g)
Decide all other matters that must be determined in connection with an Award; 


                        (h) Establish, adopt, or revise any rules and
regulations as it may deem necessary or advisable to administer the Plan; 


                      (i)
Interpret the terms of, and any matter arising pursuant to, the Plan or any
Award Agreement; and 


                      (j)
Make all other decisions and determinations that may be required pursuant to
the Plan or as the Committee deems necessary or advisable to administer the
Plan. 


           12.4 Decisions
Binding. The Committee’s interpretation of the Plan, any Awards granted
pursuant to the Plan, any Award Agreement and all decisions and determinations
by the Committee with respect to the Plan are final, binding, and conclusive on
all parties. 


           12.5 Delegation
of Authority. To the extent permitted by applicable law, the Board may from
time to time delegate to a committee of one or more members of the Board or one
or more officers of the Company 


15




the authority to grant or
amend Awards to Participants other than (a) Employees who are subject to
Section 16 of the Exchange Act, (b) Covered Employees, or
(c) officers of the Company (or Directors) to whom authority to grant or
amend Awards has been delegated hereunder. Any delegation hereunder shall be
subject to the restrictions and limits that the Board specifies at the time of
such delegation, and the Board may at any time rescind the authority so
delegated or appoint a new delegatee. At all times, the delegatee appointed
under this Section 12.5 shall serve in such capacity at the pleasure of
the Board. 


ARTICLE 13. 


EFFECTIVE AND EXPIRATION DATE 


           13.1 Effective
Date. The Plan is effective as of the date the Plan is approved by the
Board (the “Effective Date”), subject to the approval by the Company’s
stockholders within twelve (12) months following the Effective Date. The
Plan will be deemed to be approved by the stockholders if it is approved
either: 


                      (a)
By a majority of the votes cast at a duly held stockholders meeting at which a
quorum representing a majority of outstanding voting stock is, either in person
or by proxy, present and voting on the plan; or 


                      (b)
By a method and in a degree that would be treated as adequate under Delaware law in the case of an action requiring stockholder approval. 


           13.2 Expiration
Date. The Plan will expire on, and no Award may be granted pursuant to the
Plan after, the tenth anniversary of the Effective Date, except that no
Incentive Stock Options may be granted under the Plan after the earlier of the
tenth anniversary of (a) the date the Plan is approved by the Board or
(b) the Effective Date. Any Awards that are outstanding on the tenth
anniversary of the Effective Date shall remain in force according to the terms
of the Plan and the applicable Award Agreement. 


ARTICLE 14. 


AMENDMENT, MODIFICATION, AND TERMINATION 


           14.1 Amendment,
Modification, and Termination. Subject to Section 15.14, with the
approval of the Board, at any time and from time to time, the Committee may
terminate, amend or modify the Plan; provided, however, that (a) to
the extent necessary and desirable to comply with any applicable law,
regulation, or stock exchange rule, the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as
required, and (b) stockholder approval shall be required for any amendment
to the Plan that increases the number of shares available under the Plan (other
than any adjustment as provided by Article 11). Notwithstanding any provision
in this Plan to the contrary, absent approval of the stockholders of the
Company, no Option may be amended to reduce the per share exercise price of the
shares subject to such Option below the per share exercise price as of the date
the Option is granted and, except as permitted by Article 11, no Option may be
granted in exchange for, or in connection with, the cancellation or surrender
of an Option having a higher per share exercise price. Subject to Article 11,
the Board shall not, without the approval of the stockholders of the Company,
authorize the amendment of any outstanding Award to reduce its price per share.
Furthermore, subject to Article 11, no Award shall be cancelled and replaced
with the grant of an Award having a lesser price per share without the further
approval of stockholders of the Company. Subject to Article 11, the Board shall
have the authority, without the approval of the stockholders of the Company, to
amend any outstanding award to increase the price per share or to cancel and
replace an Award with the grant of an Award having a price per share that is
greater than or equal to the price per share of the original Award. 


           14.2 Awards
Previously Granted. Except with respect to amendments made pursuant to
Section 15.14, no termination, amendment, or modification of the Plan
shall adversely affect in any material way any Award previously granted
pursuant to the Plan without the prior written consent of the Participant. 


16




ARTICLE 15. 


GENERAL PROVISIONS 


           15.1 No
Rights to Awards. No Eligible Individual or other person shall have any
claim to be granted any Award pursuant to the Plan, and neither the Company nor
the Committee is obligated to treat Eligible Individuals, Participants or any
other persons uniformly. 


           15.2 No
Stockholders Rights. Except as otherwise provided herein, a Participant
shall have none of the rights of a stockholder with respect to shares of Stock
covered by any Award until the Participant becomes the record owner of such
shares of Stock. 


           15.3 Withholding.
The Company or any Subsidiary shall have the authority and the right to deduct
or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, local and foreign taxes (including the
Participant’s employment tax obligations) required by law to be withheld with
respect to any taxable event concerning a Participant arising as a result of
this Plan. The Committee may in its discretion and in satisfaction of the
foregoing requirement allow a Participant to elect to have the Company withhold
shares of Stock otherwise issuable under an Award (or allow the return of
shares of Stock) having a Fair Market Value equal to the sums required to be
withheld. Notwithstanding any other provision of the Plan, the number of shares
of Stock which may be withheld with respect to the issuance, vesting, exercise
or payment of any Award (or which may be repurchased from the Participant of
such Award within six months (or such other period as may be determined by the
Committee) after such shares of Stock were acquired by the Participant from the
Company) in order to satisfy the Participant’s federal, state, local and
foreign income and payroll tax liabilities with respect to the issuance,
vesting, exercise or payment of the Award shall be limited to the number of
shares which have a Fair Market Value on the date of withholding or repurchase
equal to the aggregate amount of such liabilities based on the minimum
statutory withholding rates for federal, state, local and foreign income tax
and payroll tax purposes that are applicable to such supplemental taxable
income. 


           15.4 No
Right to Employment or Services. Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant’s employment or services at any time,
nor confer upon any Participant any right to continue in the employ or service
of the Company or any Subsidiary. 


           15.5 Unfunded
Status of Awards. The Plan is intended to be an “unfunded” plan for
incentive compensation. With respect to any payments not yet made to a
Participant pursuant to an Award, nothing contained in the Plan or any Award
Agreement shall give the Participant any rights that are greater than those of
a general creditor of the Company or any Subsidiary. 


           15.6 Indemnification. To the extent allowable
pursuant to applicable law, each member of the Committee or of the Board shall
be indemnified and held harmless by the Company from any loss, cost, liability,
or expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action or failure to act pursuant to the Plan and against and from any
and all amounts paid by him or her in satisfaction of judgment in such action,
suit, or proceeding against him or her; provided he or she gives the
Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled pursuant to the
Company’s Certificate of Incorporation or Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold
them harmless. 


           15.7 Relationship
to other Benefits. No payment pursuant to the Plan shall be taken into
account in determining any benefits pursuant to any pension, retirement,
savings, profit sharing, group insurance, welfare or other benefit plan of the
Company or any Subsidiary except to the extent otherwise expressly provided in
writing in such other plan or an agreement thereunder. 


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           15.8 Expenses.
The expenses of administering the Plan shall be borne by the Company and its
Subsidiaries. 


           15.9 Titles
and Headings. The titles and headings of the Sections in the Plan are for convenience
of reference only and, in the event of any conflict, the text of the Plan,
rather than such titles or headings, shall control. 


           15.10 Fractional
Shares. No fractional shares of Stock shall be issued and the Committee
shall determine, in its discretion, whether cash shall be given in lieu of
fractional shares or whether such fractional shares shall be eliminated by
rounding up or down as appropriate. 


           15.11 Limitations
Applicable to Section 16 Persons. Notwithstanding any other provision
of the Plan, the Plan, and any Award granted or awarded to any Participant who
is then subject to Section 16 of the Exchange Act, shall be subject to any
additional limitations set forth in any applicable exemptive rule under
Section 16 of the Exchange Act (including any amendment to Rule 16b-3
under the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by applicable law, the Plan and Awards
granted or awarded hereunder shall be deemed amended to the extent necessary to
conform to such applicable exemptive rule. 


           15.12 Government
and Other Regulations. The obligation of the Company to make payment of
awards in Stock or otherwise shall be subject to all applicable laws, rules,
and regulations, and to such approvals by government agencies as may be
required. The Company shall be under no obligation to register pursuant to the
Securities Act, as amended, any of the shares of Stock paid pursuant to the
Plan. If the shares paid pursuant to the Plan may in certain circumstances be
exempt from registration pursuant to the Securities Act, as amended, the
Company may restrict the transfer of such shares in such manner as it deems
advisable to ensure the availability of any such exemption. 


           15.13 Governing
Law. The Plan and all Award Agreements shall be construed in accordance
with and governed by the laws of the State of Delaware. 


           15.14 Section 409A.
To the extent that the Committee determines that any Award granted under the
Plan is subject to Section 409A of the Code, the Award Agreement
evidencing such Award shall incorporate the terms and conditions required by
Section 409A of the Code. To the extent applicable, the Plan and Award
Agreements shall be interpreted in accordance with Section 409A of the
Code and Department of Treasury regulations and other interpretive guidance
issued thereunder, including without limitation any such regulations or other
guidance that may be issued after the Effective Date. Notwithstanding any
provision of the Plan to the contrary, in the event that following the
Effective Date the Committee determines that any Award may be subject to
Section 409A of the Code and related Department of Treasury guidance
(including such Department of Treasury guidance as may be issued after the
Effective Date), the Committee may adopt such amendments to the Plan and the
applicable Award Agreement or adopt other policies and procedures (including
amendments, policies and procedures with retroactive effect), or take any other
actions, that the Committee determines are necessary or appropriate to
(a) exempt the Award from Section 409A of the Code and/or preserve
the intended tax treatment of the benefits provided with respect to the Award,
or (b) comply with the requirements of Section 409A of the Code and
related Department of Treasury guidance and thereby avoid the application of
any penalty taxes under such Section. 


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Signature Page 


           I
hereby certify that the foregoing Plan was duly adopted by the Board of
Directors of Spriza, Inc. on October 29, 2013. 


/s/ Robert Danard                                                


Robert Danard, CEO 


           I
hereby certify that the foregoing Plan was duly adopted by the Board of
Directors of Spriza, Inc. on October 29, 2013. 


/s/ Chris Robbins                                                


Chris Robbins, CFO, Corporate
Secretary


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