Exhibit 10.2


SUB-URBAN INDUSTRIES, INC. 2003 EQUITY INCENTIVE PLAN KEY FEATURES SUMMARY


	
  Size of Share Pool

  	
  750,000 shares (Note:
  amended by Board resolution of December 31, 2005 to increase to a total pool
  of 8,000,000 options)

  
	
  Types of Grants

  	
  • Incentive
  Stock Options (ISOs)

  
	
   

  	
  • Nonstatutory
  Stock Options (NSOs)

  
	
   

  	
  • Shares of
  Restricted Stock

  
	
  Administration

  	
  Board of Directors or a
  committee consisting of at least one director

  
	
  Eligibility

  	
  • Employees

  
	
   

  	
  • Non-Employee
  Directors

  
	
   

  	
  • Consultants

  
	
   

  	
  ISOs are available only to
  employees

  
	
  Exercise Price of

  	
  • Minimum
  exercise price of ISOs is 100% of fair value at time of grant

  
	
  Options

  	
  • Minimum
  exercise price of NSOs is 85% of fair value at time of grant

  
	
  Vesting of Options

  	
  • Minimum
  vesting is 20% per year for five years after grant (not applicable to
  officers, directors and consultants)

  
	
   

  	
  • In general,
  Company intends to grant options that vest over years, with   %
  vesting after a   -month cliff and equal monthly increments for the
  next years

  
	
   

  	
  • Company intends
  to use “reverse vesting” (option is immediately exercisable but option shares
  are subject to repurchase at exercise price until vested)

  
	
  Accelerated Vesting

  	
  Options vest in full in
  the event Company is subject to a change in control, unless:

  
	
   

  	
  • Option agreement
  provides differently, or

  
	
   

  	
  • Options
  remain outstanding after the change in control, or

  
	
   

  	
  • Options are
  assumed by the surviving corporation or its parent, or

  
	
   

  	
  • The surviving
  corporation or its parent substitutes options with substantially the same
  terms

  
	
   

  	
  “Change in control” means
  (a) a merger after which Company’s stockholders own less than 50% of the
  surviving company’s stock or (b) a sale of Company’s assets

  



 

















 


	
  Payment
  of

  	
  • Cash

  
	
  Exercise Price

  	
  • “Stock swap” (paying the exercise price with shares already owned)

  
	
   

  	
  • “Option swap” (paying the exercise price with vested options that are “in
  the money”)

  
	
   

  	
  • Same-day sale (only possible after an IPO)

  
	
   

  	
  • Margin loan (only possible after an IPO)

  
	
   

  	
  Plan
  also allows the use of promissory notes, but Company does not intend to use
  that feature for now

  
	
  Term
  of Options

  	
  Maximum
  term is 10 years

  
	
  Post-Termination

  Exercise Grace

  	
  • Three months, except as specified below

  Six months in case of disability

  
	
  Period

  	
  • 12 months in case of death

  
	
  Special Rules for

  10% Stockholders

  	
  • Minimum exercise price of ISOs and NSOs is 110% of fair value at time
  of grant

  
	
   

  	
  • Maximum term of ISOs is five years (rather than 10)

  
	
  Transfer

  	
  • Company has right of first refusal on option shares

  
	
  Restrictions

  	
  • Optionees are subject to market stand-off (lock-up) in the event of an IPO

  
	
  Stockholder

  Approval

  	
  Stockholder
  approval is required within 12 months after adoption of Plan (but should
  occur as soon as possible for accounting reasons)

  



 


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