exhibit_10-1.htm


    
      

    

    EXHIBIT 10.1

     

    
 

    2010
EQUITY INCENTIVE PLAN

    


    ARTICLE
I - PLAN

    


    1.1           PURPOSE.
This Plan is a plan for key Employees (including officers and employee
directors) and Consultants of the Company and its Affiliates and is intended to
advance the best interests of the Company, its Affiliates, and its stockholders
by providing those persons who have substantial responsibility for the
management and growth of the Company and its Affiliates with additional
incentives and an opportunity to obtain or increase their proprietary interest
in the Company, thereby encouraging them to continue in the employ of the
Company or any of its Affiliates.

    


    1.2           RULE
16B-3 PLAN. The Plan is intended to comply with all applicable conditions of
Rule 16b-3 (and all subsequent revisions thereof) promulgated under the
Securities Exchange Act of 1934, as amended (the “1934 Act”). To the extent any
provision of the Plan or action by the Board of Directors or Committee fails to
so comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee. In addition, the Board of Directors may amend
the Plan from time to time, as it deems necessary in order to meet the
requirements of any amendments to Rule 16b-3 without the consent of the
shareholders of the Company.

    


    1.3           EFFECTIVE
DATE OF PLAN. The Plan shall be effective January 1, 2010 (the “Effective
Date”), provided that within one year of the Effective Date, the Plan shall have
been approved by at least a majority vote of stockholders. No Incentive Option,
Nonqualified Option, Stock Appreciation Right, Restricted Stock Award or
Performance Stock Award shall be granted pursuant to the Plan ten years after
the Effective Date.

    


    ARTICLE
II- DEFINITIONS

    


    The words
and phrases defined in this Article shall have the meaning set out in these
definitions throughout this Plan, unless the context in which any such word or
phrase appears reasonably requires a broader, narrower, or different
meaning.

    


    2.1           “AFFILIATE”
means any parent corporation and any subsidiary corporation. The term “parent
corporation” means any corporation (other than the Company) in an unbroken chain
of corporations ending with the Company if, at the time of the action or
transaction, each of the corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain. The term “subsidiary
corporation” means any corporation (other than the Company) in an unbroken chain
of corporations beginning with the Company if, at the time of the action or
transaction, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the
chain.

     

     

     


    
      
         


      

      
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    2.2           “AWARD” means each of the following
granted under this Plan: Incentive
Option, Nonqualified Option, Stock Appreciation Right, Restricted Stock
Award or
Performance Stock Award.

    


    2.3           “BONUS
STOCK AWARD” means an
Award of Bonus Stock.

    


    2.4           “BOARD
OF DIRECTORS” means the board of directors of the Company.

    


    2.5           “CHANGE
IN CONTROL” shall mean
and include the following transactions or situations:

    


    (a)           A
sale, transfer, or other disposition by the Company through a single transaction
or a series of transactions of securities of the Company representing thirty
(30%) percent or more of the combined voting power of the Company’s then
outstanding securities to any “Unrelated Person” or “Unrelated Persons” acting
in concert with one another. For purposes of this definition, the term “Person”
shall mean and include any individual, partnership, joint venture, association,
trust corporation, or other entity (including a “group” as referred to in
Section 13(d)(3) of the 1934 Act). For purposes of this definition, the term
“Unrelated Person” shall mean and include any Person other than the Company, a
wholly-owned subsidiary of the Company, or an employee benefit plan of the
Company; provided however, a sale to underwriters in connection with a public
offering of the Company’s securities pursuant to a firm commitment shall not be
a Change of Control.

    


    (b)           A
sale, transfer, or other disposition through a single transaction or a series of
transactions of all or substantially all of the assets of the Company to an
Unrelated Person or Unrelated Persons acting in concert with one
another.

    


    (c)           A
change in the ownership of the Company through a single transaction or a series
of transactions such that any Unrelated Person or Unrelated Persons acting in
concert with one another become the “Beneficial Owner,” directly or indirectly,
of securities of the Company representing at least thirty (30%) percent of the
combined voting power of the Company’s then outstanding securities. For purposes
of this definition, the term “Beneficial Owner” shall have the same meaning as
given to that term in Rule 13d-3 promulgated under the 1934 Act, provided that
any pledgee of voting securities is not deemed to be the Beneficial Owner
thereof prior to its acquisition of voting rights with respect to such
securities.

    


    (d)           Any
consolidation or merger of the Company with or into an Unrelated Person, unless
immediately after the consolidation or merger the holders of the common stock of
the Company immediately prior to the consolidation or merger are the beneficial
owners of securities of the surviving corporation representing at least fifty
(50%) percent of the combined voting power of the surviving corporation’s then
outstanding securities.

    


    (e)           During
any period of two years, individuals who, at the beginning of such period,
constituted the Board of Directors of the Company cease, for any reason, to
constitute at least a
majority thereof, unless the election or nomination for election of each new
director was approved by the vote of at least two-thirds of the directors then
still in office who were directors at the beginning of such period.

     

     

     

    
      
        
        

      

      
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    (1)           A
change in control of the Company of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the 1934 Act, or any successor regulation of similar importance,
regardless of whether the Company is subject to such reporting
requirement.

    


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

    


    2.7           “COMMITTEE” means the Compensation
Committee of the Board of Directors or such other committee designated by the
Board of Directors. The Committee shall be comprised solely of at least two
members who are both Disinterested Persons and Outside Directors or by the Board
of Directors in its entirety.

    


    2.8           “COMPANY” means IC Places, Inc., a
Delaware corporation

    


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

    


    2.10        
“DISINTERESTED PERSON”
means a “disinterested person” as that term is defined in Rule 16b-3 under the
1934 Act.

    


    2.11        
“ELIGIBLE PERSONS” shall
mean, with respect to the Plan, those persons who, at the time that an Award is
granted, are (i) key personnel (including officers and directors) of the Company
or Affiliate, or (ii) Consultants or independent contractors who provide
valuable services to the Company or Affiliate as determined by the
Committee.

    


    2.12        
“EMPLOYEE” means a person employed by the Company or any Affiliate to whom an
Award is granted.

    


    2.13         “FAIR
MARKET VALUE” of the
Stock as of any date means (a) the average of the high and low sale prices of
the Stock on that date on the principal securities exchange on which the Stock
is listed; or (b) if the Stock is not listed on a securities exchange, the
average of the high and low sale prices of the Stock on that date as reported on
the NASDAQ National Market System; or (c) if the Stock is not listed on the
NASDAQ National Market System, the average of the high and low bid quotations
for the Stock on that date as reported by the National Quotation Bureau
Incorporated; or (d) if none of the foregoing is applicable, an amount at the
election of the Committee equal to (x), the average between the closing bid and
ask prices per share of Stock on the last preceding date on which those prices
were reported or (y) that amount as determined by the Committee in good
faith.

     

     

     


    
      
         


      

      
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    2.14          “INCENTIVE
OPTION” means an option to purchase Stock granted under this Plan which is
designated as an “Incentive Option” and satisfies the requirements of Section
422 of the Code.

    


    2.15          “NONQUALIFTED
OPTION” means an option to purchase Stock granted under this Plan other than an
Incentive Option.

    


    2.16          “OPTION”
means both an Incentive Option and a Nonqualified Option granted under this Plan
to purchase shares of Stock.

    


    2.17          “OPTION
AGREEMENT” means the written agreement by and between the Company and an
Eligible Person that sets out the terms of an Option.

    


    2.18          “OUTSIDE
DIRECTOR” means a member of the Board of Directors serving on the Committee who
satisfies Section 162(m) of the Code.

    


    2.19          “PLAN”
means the IC Places, Inc. 2010 Equity Incentive Plan, as set out in this
document and as it may be amended from time to time.

    


    2.20          “PLAN
YEAR” means the Company’s fiscal year.

    


    2.21          “PERFORMANCE
STOCK AWARD” means an award of shares of Stock to be issued to an Eligible
Person if specified predetermined performance goals are satisfied as described
in Article VII.

    


    2.22          “RESTRICTED
STOCK” means Stock awarded or purchased under a Restricted Stock Agreement
entered into pursuant to this Plan, together with (i) all rights, warranties or
similar items attached or accruing thereto or represented by the certificate
representing the stock and (ii) any stock or securities into which or for which
the stock is thereafter converted or exchanged. The terms and conditions of the
Restricted Stock Agreement shall be determined by the Committee consistent with
the terms of the Plan.

    


    2.23          “RESTRICTED
STOCK AGREEMENT” means an agreement between the Company or any Affiliate and the
Eligible Person pursuant to which the Eligible Person receives a Restricted
Stock Award subject to Article VI.

    


    2.24          “RESTRICTED
STOCK AWARD” means an Award of Restricted Stock.

    


    2.25          “RESTRICTED
STOCK PURCHASE PRICE” means the purchase price, if any, per share of Restricted
Stock subject to an Award. The Restricted Stock Purchase Price shall be
determined by the Committee. It may be greater than or less than the Fair Market
Value of the Stock on the date of the Stock Award.

    


    2.26          “STOCK”
means the common stock of the Company, $0.001 par value or, in the event that
the outstanding shares of common stock are later changed into or exchanged
for a
different class of stock or securities of the Company or another corporation,
that other stock or security.

     

     

     

    
      
        
        

      

      
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    2.27          “STOCK
APPRECIATION RIGHT” and “SAR” means the right to receive the difference between
the Fair Market Value of a share of Stock on the grant date and the Fair Market
Value of the share of Stock on the exercise date.

    


    2.28          “10%
STOCKHOLDER” means an individual who, at the time the Option is granted, owns
Stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or of any Affiliate. An individual shall be considered
as owning the Stock owned, directly or indirectly, by or for his brothers and
sisters (whether by the whole or half blood), spouse, ancestors, and lineal
descendants; and Stock owned, directly or indirectly, by or for a corporation,
partnership, estate, or trust, shall be considered as being owned
proportionately by or for its stockholders, partners, or
beneficiaries.

    


    ARTICLE
III - ELIGIBILITY

    


    The
individuals who shall be eligible to receive Awards shall be those Eligible
Persons of the Company or any of its Affiliates as the Committee shall determine
from time to time. However, no member of the Committee shall be eligible to
receive any Award or to receive Stock, Options, Stock Appreciation Rights or any
Performance Stock Award under any other plan of the Company or any of its
Affiliates, if to do so would cause the individual not to be a Disinterested
Person or Outside Director. The Board of Directors may designate one or more
individuals who shall not be eligible to receive any Award under this Plan or
under other similar plans of the Company.

    


    ARTICLE
IV - GENERAL PROVISIONS RELATING TO AWARDS

    


    4.1           AUTHORITY
TO GRANT AWARDS. The Committee may grant to those Eligible Persons of the
Company or any of its Affiliates as it shall from time to time determine, Awards
under the terms and conditions of this Plan. Subject only to any applicable
limitations set out in this Plan, the number of shares of Stock to be covered by
any Award to be granted to an Eligible Person shall be determined by the
Committee.

    


    4.2           SHARES
SUBJECT TO PLAN. The total number of shares of Stock set aside for Awards may be
granted under the Plan shall be 25,000,000 shares. The shares may be treasury
shares or authorized but un-issued shares. The maximum number of shares subject
to options or stock appreciation rights which may be issued to any eligible
person under the plan during each plan year shall be determined by the
Committee. The maximum number of shares subject to restricted stock awards which
may be granted to any eligible person under the plan during each plan year shall
be determined by the Committee. The maximum number of shares subject to
performance stock awards which may be granted to any eligible person during each
plan year shall be determined by the Committee. The number of shares stated in
this Section 4.2 shall be subject to adjustment in accordance with the
provisions of Section 4.5. In the event that any outstanding Award shall
expire or terminate for any reason or any Award is surrendered, the shares of
Stock allocable to the unexercised portion of that Award may again be subject to
an Award under the Plan.

     

     

     

     

    
      
        
        

      

      
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    4.3          
NON-TRANSFERABILITY. Awards shall not be transferable by the Eligible Person
otherwise than by will or under the laws of descent and distribution, and shall
be exercisable, during the Eligible Person’s lifetime, only by him. Restricted
Stock shall be purchased by and/or become vested under a Restricted Stock
Agreement during the Eligible Person’s lifetime, only by him. Any attempt to
transfer an Award other than under the terms of the Plan and the Agreement shall
terminate the Award and all rights of the Eligible Person to that
Award.

    


    4.4          
REQUIREMENTS OF LAW. The Company shall not be required to sell or issue any
Stock under any Award if issuing that Stock would constitute or result in a
violation by the Eligible Person or the Company of any provision of any law,
statute, or regulation of any governmental authority. Specifically, in
connection with any applicable statute or regulation relating to the
registration of securities, upon exercise of any Option or pursuant to any
Award, the Company shall not be required to issue any Stock unless the Committee
has received evidence satisfactory to it to the effect that the holder of that
Option or Award will not transfer the Stock except in accordance with applicable
law, including receipt of an opinion of counsel satisfactory to the Company to
the effect that any proposed transfer complies with applicable law. The
determination by the Committee on this matter shall be final, binding and
conclusive. The Company may, but shall in no event be obligated to, register any
Stock covered by this Plan pursuant to applicable securities laws of any country
or any political subdivision. In the event the Stock issuable on exercise of an
Option or pursuant to an Award is not registered, the Company may imprint on the
certificate evidencing the Stock any legend that counsel for the Company
considers necessary or advisable to comply with applicable law. The Company
shall not be obligated to take any other affirmative action in order to cause
the exercise of an Option or vesting under an Award, or the issuance of shares
pursuant thereto, to comply with any law or regulation of any governmental
authority.

    


    4.5           
CHANGES IN THE COMPANY’S CAPITAL STRUCTURE.

    


    (a)           
The existence of outstanding Options or Awards shall not affect in any way the
right or power of the Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in the
Company’s capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Stock or its rights, or 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, whether of a
similar character or otherwise. If the Company shall effect a subdivision or
consolidation of shares or other capital readjustment, the payment of a Stock
dividend, or other increase or reduction of the number of shares of the Stock
outstanding, without receiving compensation for it in money, services or
property, then (a) the number, class, and per share price of shares of Stock
subject to outstanding Options under this Plan shall be appropriately
adjusted in such a manner as to entitle an Eligible Person to receive upon
exercise of an Option, for the same aggregate cash consideration, the equivalent
total number and class of shares he would have received had he exercised his
Option in full immediately prior to the event requiring the adjustment; and (b)
the number and class of shares of Stock then reserved to be issued under the
Plan shall be adjusted by substituting for the total number and class of shares
of Stock then reserved, that number and class of shares of Stock that would have
been received by the owner of an equal number of outstanding shares of each
class of Stock as the result of the event requiring the adjustment.

     

     

     

    
      
        
        

      

      
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    (b)         
 If the Company is merged or consolidated with another corporation and the
Company is not the surviving corporation, or if the Company is liquidated or
sells or otherwise disposes of substantially all its assets while unexercised
Options remain outstanding under this Plan:

    


    (i)            
subject to the provisions of clause (c) below, after the effective date of the
merger, consolidation, liquidation, sale or other disposition, as the case may
be, each holder of an outstanding Option shall be entitled, upon exercise of the
Option, to receive, in lieu of shares of Stock, the number and class or classes
of shares of stock or other securities or property to which the holder would
have been entitled if, immediately prior to the merger, consolidation,
liquidation, sale or other disposition, the holder had been the holder of record
of a number of shares of Stock equal to the number of shares as to which the
Option shall be so exercised;

    


    (ii)           
the Board of Directors may waive any limitations set out in or imposed under
this Plan so that all Options, from and after a date prior to the effective date
of the merger, consolidation, liquidation, sale or other disposition, as the
case may be, specified by the Board of Directors, shall be exercisable in full;
and

    


    (iii)          
all outstanding Options may be canceled by the Board of Directors as of the
effective date of any merger, consolidation, liquidation, sale or other
disposition, if (i) notice of cancellation shall be given to each holder of an
Option and (ii) each holder of an Option shall have the right to exercise that
Option in full (without regard to any limitations set out in or imposed under
this Plan or the Option Agreement granting that Option) during a period set by
the Board of Directors preceding the effective date of the merger,
consolidation, liquidation, sale or other disposition and, if in the event all
outstanding Options may not be exercised in full under applicable securities
laws without registration of the shares of Stock issuable on exercise of the
Options, the Board of Directors may limit the exercise of the Options to the
number of shares of Stock, if any, as may be issued without registration. The
method of choosing which Options may be exercised, and the number of shares of
Stock for which Options may be exercised, shall be solely within the discretion
of the Board of Directors.

    


    (c)          
After a merger of one or more corporations into the Company or after a
consolidation of the Company and one or more corporations in which the Company
shall be the surviving corporation, each Eligible Person shall be entitled to
have his Restricted Stock and
shares earned under a Performance Stock Award appropriately adjusted based on
the manner the Stock was adjusted under the terms of the agreement of merger or
consolidation.

     

     

    
 

    
      
        
        

      

      
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    (d)          
In each situation described in this Section 4.5, the Committee will make similar
adjustments, as appropriate, in outstanding Stock Appreciation
Rights.

    


    (e)          
The issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for
labor or services either upon direct sale or upon the exercise of rights or
warrants to subscribe for them, or upon conversion of shares or obligations of
the Company convertible into shares or other securities, shall not affect, and
no adjustment by reason of such issuance shall be made with respect to, the
number, class, or price of shares of Stock then subject to outstanding
Awards.

    


    4.6           ELECTION
UNDER SECTION 83(B) OF THE CODE. No Employee shall exercise the
election permitted under Section 83(b) of the Code without written approval of
the Committee.
Any Employee doing so shall forfeit all Awards issued to him under this
Plan.

    


    ARTICLE
V - OPTIONS AND STOCK APPRECIATION RIGHTS

    


    5.1         
TYPE OF OPTION. The Committee shall specify at the time of grant whether a given
Option
shall constitute an Incentive Option or a Nonqualified Option. Incentive Stock
Options
may only be granted to Employees.

    


    5.2          
OPTION PRICE. The price at which Stock may be purchased under an Incentive
Option shall not be less than the greater of: (a) 100% of the Fair Market Value
of the shares of Stock on the date the Option is granted or (b) the aggregate
par value of the shares of Stock on the date the Option is granted. The
Committee in its discretion may provide that the price at which shares of Stock
may be purchased under an Incentive Option shall be more than 100% of Fair
Market Value. In the case of any 10% Stockholder, the price at which shares of
Stock may be purchased under an Incentive Option shall not be less than 110% of
the Fair Market Value of the Stock on the date the Incentive Option is granted.
The price at which shares of Stock may be purchased under a Nonqualified Option
shall be such price as shall be determined by the Committee in its sole
discretion but in no event lower than the par value of the shares of Stock on
the date the Option is granted.

    


    5.3          
DURATION OF OPTIONS AND SARS. No Option or SAR shall be exercisable after the
expiration of ten (10) years from the date the Option or SAR is granted. In the
case of a 10% Stockholder, no Incentive Option shall be exercisable after the
expiration of five years from the date the Incentive Option is
granted.

     

    
 

    
      
        
        

      

      
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    5.4          
AMOUNT EXERCISABLE -- INCENTIVE OPTIONS. Each Option may be exercised from time
to time, in whole or in part, in the manner and subject to the conditions
the Committee, in its sole discretion, may provide in the Option Agreement, as
long as the Option is valid and outstanding, and further provided that no Option
may be exercisable within six (6) months of the date of grant, unless otherwise
stated in the Option Agreement. To the extent that the aggregate Fair Market
Value (determined as of the time an Incentive Option is granted) of the Stock
with respect to which Incentive Options first become exercisable by the optionee
during any calendar year (under this Plan and any other incentive stock option
plan(s) of the Company or any Affiliate) exceeds $100,000, the portion in excess
of $100,000 of the Incentive Option shall be treated as a Nonqualified Option.
In making this determination, Incentive Options shall be taken into account in
the order in which they were granted.

    


    5.5          
EXERCISE OF OPTIONS. Each Option shall be exercised by the delivery of written
notice to the Committee setting forth the number of shares of Stock with respect
to which the Option is to be exercised, together with:

    


    (a)          
cash, certified check, bank draft, or postal or express money order payable to
the order of the Company for an amount equal to the option price of the
shares,

    


    (b)          
Stock at its Fair Market Value on the date of exercise, (if approved in advance
by the Committee),

    


    (c)           an
election to make a cashless exercise through a registered broker-dealer (if
approved in advance by the Committee),

    


    (d)           
an election to have shares of Stock, which otherwise would be issued on
exercise, withheld in payment of the exercise price (if approved in advance by
the Committee), and/or

    


    (e)           any
other form of payment which is acceptable to the Committee, including without
limitation, payment in the form of a promissory note, and specifying the address
to which the certificates for the shares are to be mailed.

    


    As
promptly as practicable after receipt of written notification and payment, the
Company shall deliver to the Eligible Person certificates for the number of
shares with respect to which the Option has been exercised, issued in the
Eligible Person’s name. If shares of Stock are used in payment, the aggregate
Fair Market Value of the shares of Stock tendered must be equal to or less than
the aggregate exercise price of the shares being purchased upon exercise of the
Option, and any difference must be paid by cash, certified check, bank draft, or
postal or express money order payable to the order of the Company. Delivery of
the shares shall be deemed effected for all purposes when a stock transfer agent
of the Company shall have deposited the certificates in the United States mail,
addressed to the Eligible Person, at the address specified by the Eligible
Person.

    


    Whenever
an Option is exercised by exchanging shares of Stock owned by the Eligible
Person, the Eligible Person shall deliver to the Company certificates registered
in the name of the Eligible Person representing a number of shares of Stock
legally and beneficially
owned by the Eligible Person, free of all liens, claims, and encumbrances of
every kind, accompanied by stock powers duly endorsed in blank by the record
holder of the shares represented by the certificates (with signature guaranteed
by a commercial bank or trust company or by a brokerage firm having a membership
on a registered national stock exchange). The delivery of certificates upon the
exercise of Options is subject to the condition that the person exercising the
Option provide the Company with the information the Company might reasonably
request pertaining to exercise, sale or other disposition.

     

     

     

     

    
      
        
        

      

      
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    5.6          
STOCK APPRECIATION RIGHTS. All Eligible Persons shall be eligible to receive
Stock Appreciation Rights. The Committee shall determine the SAR to be awarded
from time to time to any Eligible Person. The grant of an SAR to be awarded from
time to time shall neither entitle such person to, nor disqualify such person,
from participation in any other grant of awards by the Company, whether under
this Plan or any other plan of the Company. If granted as a stand-alone SAR
Award, the terms of the Award shall be provided in a Stock Appreciation Rights
Agreement.

    


    5.7          
STOCK APPRECIATION RIGHTS IN TANDEM WITH OPTIONS. Stock Appreciation
Rights may, at the discretion of the Committee, be included in each Option
granted under the Plan to permit the holder of an Option to surrender that
Option, or a portion of the part which is then exercisable, and receive in
exchange, upon the conditions and limitations set by the Committee, an amount
equal to the excess of the Fair Market Value of the Stock covered by the Option,
or the portion of it that was surrendered, determined as of the date of
surrender, over the aggregate exercise price of the Stock. The payment may be
made in shares of Stock valued at Fair Market Value, in cash, or partly in cash
and partly in shares of Stock, as the Committee shall decide in its sole
discretion. Stock Appreciation Rights may be exercised only when the Fair Market
Value of the Stock covered by the Option surrendered exceeds the exercise price
of the Stock. In the event of the surrender of an Option, or a portion of it, to
exercise the Stock Appreciation Rights, the shares represented by the Option or
that part of it which is surrendered, shall not be available for reissuance
under the Plan. Each Stock Appreciation Right issued in tandem with an Option
(a) will expire not later than the expiration of the underlying Option, (b) may
be for no more than 100% of the difference between the exercise price of the
underlying Option and the Fair Market Value of a share of Stock at the time the
Stock Appreciation Right is exercised, (c) is transferable only when the
underlying Option is transferable, and under the same conditions, and (d) may be
exercised only when the underlying Option is eligible to be
exercised.

    


    5.8          
CONDITIONS OF STOCK APPRECIATION RIGHTS. All Stock Appreciation Rights shall be
subject to such terms, conditions, restrictions or limitations as the Committee
deems appropriate, including by way of illustration but not by way of
limitation, restrictions on transferability, requirement of continued
employment, individual performance, financial performance of the Company or
payment of any applicable employment or withholding taxes.

     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
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    5.9          
PAYMENT OF STOCK APPRECIATION RIGHTS. The amount of payment to which the
Eligible Person who reserves an SAR shall be entitled upon the exercise of each
SAR shall be equal to the amount, if any by which the Fair Market Value of the
specified shares of Stock on the exercise date exceeds the Fair Market Value of
the specified shares of Stock on the date of grant of the SAR. The SAR shall be
paid in either cash or Stock, as determined in the discretion of the Committee
as set forth in the SAR agreement. If the payment is in Stock, the number of
shares to be paid shall be determined by dividing the amount of such payment by
the Fair Market Value of Stock on the exercise date of such SAR.

    


    5.10        
EXERCISE ON TERMINATION OF EMPLOYMENT. Unless it is expressly provided otherwise
in the Option or SAR agreement, Options and SAR granted to Employees shall
terminate one day less than three months after severance of employment of the
Employee from the Company and all Affiliates for any reason, with or without
cause, other than death, retirement under the then established rules of the
Company, or severance for disability. Whether authorized leave of absence or
absence on military or government service shall constitute severance of the
employment of the Employee shall be determined by the Committee at that
time.

    


    5.11        
DEATH. If, before the expiration of an Option or SAR, the Eligible Person,
whether in the employ of the Company or after he has retired or was severed for
disability, or otherwise dies, the Option or SAR shall continue until the
earlier of the Option’s or SAWs expiration date or one year following the date
of his death, unless it is expressly provided otherwise in the Option or SAR
agreement. After the death of the Eligible Person, his executors, administrators
or any persons to whom his Option or SAR may be transferred by will or by the
laws of descent and distribution shall have the right, at any time prior to the
Option’s or SAR’s expiration or termination, whichever is earlier, to exercise
it, to the extent to which he was entitled to exercise it immediately prior to
his death, unless it is expressly provided otherwise in the Option or SAR’s
agreement.

    


    5.12        
RETIREMENT. Unless it is expressly provided otherwise in the Option Agreement,
before the expiration of an Incentive Option, the Employee shall be retired in
good standing from the employ of the Company under the then established rules of
the Company, the Incentive Option shall terminate on the earlier of the Option’s
expiration date or one day less than one year after his retirement; provided, if
an Incentive Option is not exercised within specified time limits prescribed by
the Code, it will become a Nonqualified Option by operation of law. Unless it is
expressly provided otherwise in the Option Agreement, if before the expiration
of a Nonqualified Option, the Employee shall be retired in good standing from
the employ of the Company under the then established rules of the Company, the
Nonqualified Option shall terminate on the earlier of the Nonqualified Option’s
expiration date or one day less than one year after his retirement. In the event
of retirement, the Employee shall have the right prior to the termination of the
Nonqualified Option to exercise the Nonqualified Option, to the extent to which
he was entitled to exercise it immediately prior to his retirement, unless it is
expressly provided otherwise in the Option Agreement. Upon retirement, an SAR
shall continue to be exercisable for the remainder of the term of the SAR
agreement.

     

     


    
      
         


      

      
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    5.13        
DISABILITY. If, before the expiration of an Option or SAR, the Employee shall be
severed from the employ of the Company for disability, the Option or SAR shall
terminate on the earlier of the Option’s or SAR’s expiration date or one day
less than one year after the date he was severed because of disability, unless
it is expressly provided otherwise in the Option or SAR agreement. In the event
that the Employee shall be severed from the employ of the Company for
disability, the Employee shall have the right prior to the termination of the
Option or SAR to exercise the Option, to the extent to which he was entitled to
exercise it immediately prior to his retirement or severance of employment for
disability, unless it is expressly provided otherwise in the Option
Agreement.

    


    5.14         SUBSTITUTION
OPTIONS. Options may be granted under this Plan from time to time in
substitution for stock options held by employees of other corporations who are
about to become employees of or affiliated with the Company or any Affiliate as
the result of a merger or consolidation of the employing corporation with the
Company or any Affiliate, or the acquisition by the Company or any Affiliate of
the assets of the employing corporation, or the acquisition by the Company or
any Affiliate of stock of the employing corporation as the result of which it
becomes an Affiliate of the Company. The terms and conditions of the substitute
Options granted may vary from the terms and conditions set out in this Plan to
the extent the Committee, at the time of grant, may deem appropriate to conform,
in whole or in part, to the provisions of the stock options in substitution for
which they are granted.

    


    5.15        
RELOAD OPTIONS. Without in any way limiting the authority of the Board of
Directors or Committee to make or not to make grants of Options hereunder, the
Board of Directors or Committee shall have the authority (but not an obligation)
to include as part of any Option Agreement a provision entitling the Eligible
Person to a further Option (a “Reload Option”) in the event the Eligible Person
exercises the Option evidenced by the Option Agreement, in whole or in part, by
surrendering other shares of Stock in accordance with this Plan and the terms
and conditions of the Option Agreement. Any such Reload Option (a) shall be for
a number of shares equal to the number of shares surrendered as part or all of
the exercise price of such Option; (b) shall have an expiration date which is
the greater of (i) the same expiration date of the Option the exercise of which
gave rise to such Reload Option or (ii) one year from the date of grant of the
Reload Option; and (c) shall have an exercise price which is equal to one
hundred percent (100%) of the Fair Market Value of the Stock subject to the
Reload Option on the date of exercise of the original Option. Notwithstanding
the foregoing, a Reload Option which is an Incentive Option and which is granted
to a 10% Stockholder, shall have an exercise price which is equal to one hundred
ten percent (110%) of the Fair Market Value of the Stock subject to the Reload
Option on the date of exercise of the original Option and shall have a term
which is no longer than five (5) years.

    


    Any such
Reload Option may be an Incentive Option or a Nonqualified Option, as the
Board of
Directors or Committee may designate at the time of the grant of the original
Option;
provided, however, that the designation of any Reload Option as an Incentive
Option
shall be subject to the one hundred thousand dollar ($100,000) annual limitation
on
exercisability of Incentive Stock Options described in the Plan and in Section
422(d) of the Code. There shall be no Reload Options on a Reload Option. Any
such Reload Option shall be subject to the availability of sufficient shares
under Section 4.2 herein and shall be subject to such other terms and conditions
as the Board of Directors or Committee may determine which are not inconsistent
with the express provisions of the Plan regarding the terms of
Options.

     

     

     

     

    
      
        
        

      

      
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    5.16        
NO RIGHTS AS STOCKHOLDER. No Eligible Person shall have any rights as a
stockholder with respect to Stock covered by his Option until the date a stock
certificate is issued for the Stock.

    


    ARTICLE
VI- RESTRICTED STOCK AWARDS

    


    6.1          
RESTRICTED STOCK AWARDS. The Committee may issue shares of Stock to an Eligible
Person subject to the terms of a Restricted Stock Agreement. The Restricted
Stock may be issued for no payment by the Eligible Person or for a payment below
the Fair Market Value on the date of grant. Restricted Stock shall be subject to
restrictions as to sale, transfer, alienation, pledge or other encumbrance and
generally will be subject to vesting over a period of time specified in the
Restricted Stock Agreement. The Committee shall determine the period of vesting,
the number of shares, the price, if any, of Stock included in a Restricted Stock
Award, and the other terms and provisions which are included in a Restricted
Stock Agreement.

    


    6.2          
RESTRICTIONS. Restricted Stock shall be subject to the terms and conditions as
determined by the Committee, including without limitation, any or all of the
following:

    


    (a)           
a prohibition against the sale, transfer, alienation, pledge or other
encumbrance of the shares of Restricted Stock, such prohibition to lapse (i) at
such time or times as the Committee shall determine (whether in annual or more
frequent installments, at the time of the death, disability or retirement of the
holder of such shares, or otherwise);

    


    (b)           
a requirement that the holder of shares of Restricted Stock forfeit, or in the
case of shares sold to an Eligible Person, resell back to the Company at his
cost, all or a part of such shares in the event of termination of the Eligible
Person’s employment during any period in which the shares remain subject to
restrictions;

    


    (c)           
a prohibition against employment of the holder of Restricted Stock by any
competitor of the Company or its Affiliates, or against such holder’s
dissemination of any secret or confidential information belonging to the Company
or an Affiliate;

    


    (d)           
unless stated otherwise in the Restricted Stock Agreement,

    


    (i)            
if restrictions remain at the time of severance of employment with the Company
and all Affiliates, other than for reason of disability or death, the Restricted
Stock shall be forfeited; and

     

     

    
 

    
      
         


      

      
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    (ii)          
if severance of employment is by reason of disability or death, the restrictions
on the shares shall lapse and the Eligible Person or his heirs or estate shall
be 100% vested in the shares subject to the Restricted Stock
Agreement.

    


    6.3          
STOCK CERTIFICATE. Shares of Restricted Stock shall be registered in the name
of the
Eligible Person receiving the Restricted Stock Award and deposited, together
with a stock
power endorsed in blank, with the Company. Each such certificate shall bear a
legend in
substantially the following form:

    


    “The
transferability of this certificate and the shares of Stock represented by it is
restricted by and subject to the terms and conditions (including conditions of
forfeiture) contained in the IC Places, Inc. 2010 Equity Incentive Plan and an
agreement entered into between the registered owner and the Company. A copy of
the Plan and agreement is on file in the office of the Secretary of the
Company.”

    


    6.4           RIGHTS
AS STOCKHOLDER. Subject to the terms and conditions of the Plan, each Eligible
Person receiving a certificate for Restricted Stock shall have all the rights of
a stockholder with respect to the shares of Stock included in the Restricted
Stock Award during any period in which such shares are subject to forfeiture and
restrictions on transfer, including without limitation, the right to vote such
shares. Dividends paid with respect to shares of Restricted Stock in cash or
property other than Stock in the Company or rights to acquire stock in the
Company shall be paid to the Eligible Person currently. Dividends paid in Stock
in the Company or rights to acquire Stock in the Company shall be added to and
become a part of the Restricted Stock.

    


    6.5          
LAPSE OF RESTRICTIONS. At the end of the time period during which any shares of
Restricted Stock are subject to forfeiture and restrictions on sale, transfer,
alienation, pledge, or other encumbrance, such shares shall vest and will be
delivered in a certificate, free of all restrictions, to the Eligible Person or
to the Eligible Person’s legal representative, beneficiary or heir; provided the
certificate shall bear such legend, if any, as the Committee determines is
reasonably required by applicable law. By accepting a Stock Award and executing
a Restricted Stock Agreement, the Eligible Person agrees to remit when due any
federal and state income and employment taxes required to be
withheld.

    


    6.6          
RESTRICTION PERIOD. No Restricted Stock Award may provide for restrictions
continuing beyond ten (10) years from the date of grant.

    


    ARTICLE
VII- PERFORMANCE STOCK AWARDS

    


    7.1          
AWARD OF PERFORMANCE STOCK. The Committee may award shares of Stock, without any
payment for such shares, to designated Eligible Persons if specified performance
goals established by the Committee are satisfied. The terms and provisions
herein relating to these performance-based awards are intended to satisfy
Section 162(m) of the Code and regulations issued thereunder. The designation of
an employee eligible for a specific Performance Stock Award shall be made by the
Committee in writing prior to the
beginning of the period for which the performance is measured (or within such
period as permitted by IRS regulations). The Committee shall establish the
maximum number of shares of Stock to be issued to a designated Employee if the
performance goal or goals are met. The Committee reserves the right to make
downward adjustments in the maximum amount of an Award if in its discretion
unforeseen events make such adjustment appropriate.

     

     

     

    
      
        
        

      

      
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    7.2          
PERFORMANCE GOALS. Performance goals determined by the Committee may be based on
specified increases in cash flow, net profits, Stock price, Company, segment or
Affiliate sales, market share, earnings per share, return on assets, and/or
return on stockholders’ equity.

    


    7.3          
ELIGIBILITY. The employees eligible for Performance Stock Awards are the senior
officers (i.e., chief executive officer, president, vice presidents, secretary,
treasurer, and similar positions) of the Company and its Affiliates, and such
other employees of the Company and its Affiliates as may be designated by the
Committee.

    


    7.4          
CERTIFICATE OF PERFORMANCE. The Committee must certify in writing that a
performance goal has been attained prior to issuance of any certificate for a
Performance Stock Award to any Employee. If the Committee certifies the
entitlement of an Employee to the Performance Stock Award, the certificate will
be issued to the Employee as soon as administratively practicable, and subject
to other applicable provisions of the Plan, including but not limited to, all
legal requirements and tax withholding. However, payment may be made in shares
of Stock, in cash, or partly in cash and partly in shares of Stock, as the
Committee shall decide in its sole discretion. If a cash payment is made in lieu
of shares of Stock, the number of shares represented by such payment shall not
be available for subsequent issuance under this Plan.

    


    ARTICLE
VII- BONUS STOCK AWARDS

    


    8.1          
AWARD OF BONUS STOCK. The committee may award shares of Stock to Eligible
Persons,
without any payment for such shares and without any specified performance
goals.
The Committee reserves the right to issue such amount of shares to Eligible
Persons
as the Committee deems fit.

    


    8.2          
ELIGIBILITY. The Employees eligible for Bonus Stock Awards are the senior
officers (i.e., chief executive officer, chief operating officer, chief
financial officer, president, vice presidents, secretary, treasurer, and similar
positions) and consultants of the Company and its Affiliates, and such other
employees of the Company and its Affiliates as may be designated by the
Committee.

    


    ARTICLE
IX - ADMINISTRATION

    


    The Plan
shall be administered by the Committee. All questions of interpretation and
application of the Plan and Awards shall be subject to the determination of the
Committee. A majority of the members of the Committee shall constitute a quorum.
All determinations
of the Committee shall be made by a majority of its members. Any decision or
determination reduced to writing and signed by a majority of the members shall
be as effective as if it had been made by a majority vote at a meeting properly
called and held. This Plan shall be administered in such a manner as to permit
the Options which are designated to be Incentive Options to qualify as Incentive
Options. In carrying out its authority under this Plan, the Committee shall have
full and final authority and discretion, including but not limited to the
following rights, powers and authorities, to:

     

     

     

     

    
      
        
        

      

      
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    (a)          
determine the Eligible Persons to whom and the time or times at which Options or
Awards will be made,

    


    (b)          
determine the number of shares and the purchase price of Stock covered in each
Option or Award, subject to the terms of the Plan,

    


    (c)           determine
the terms, provisions and conditions of each Option and Award, which need not be
identical,

    


    (d)          
accelerate the time at which any outstanding Option or SAR may be exercised, or
Restricted Stock Award will vest,

    


    (e)          
define the effect, if any, on an Option or Award of the death, disability,
retirement, or termination of employment of the Employee,

    


    (f)           
prescribe, amend and rescind rules and regulations relating to administration of
the Plan, and

    


    (g)          
make all other determinations and take all other actions deemed necessary,
appropriate, or advisable for the proper administration of this
Plan.

    


    The
actions of the Committee in exercising all of the rights, powers, and
authorities set out in this Article and all other Articles of this Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding on all parties.

    


    ARTICLE
X - AMENDMENT OR TERMINATION OF PLAN

    


    The Board
of Directors of the Company may amend, terminate or suspend this Plan at any
time, in its sole and absolute discretion; provided, however, that to the extent
required to qualify this Plan under Rule 16b-3 promulgated under Section 16 of
the Securities Exchange Act of 1934, as amended, no amendment that would (a)
materially increase the number of shares of Stock that may be issued under this
Plan, (b) materially modify the requirements as to eligibility for participation
in this Plan, or (c) otherwise materially increase the benefits accruing to
participants under this Plan, shall be made without the approval of the
Company’s stockholders; provided further, however, that to the extent required
to maintain the status of any Incentive Option under the Code, no amendment that
would (a) change the aggregate number of shares of Stock which may be issued
under Incentive Options, (b) change the class of employees eligible to receive
Incentive
Options, or (c) decrease the Option price for Incentive Options below the Fair
Market Value of the Stock at the time it is granted, shall be made without the
approval of the Company’s stockholders. Subject to the preceding sentence, the
Board of Directors shall have the power to make any changes in the Plan and in
the regulations and administrative provisions under it or in any outstanding
Incentive Option as in the opinion of counsel for the Company may be necessary
or appropriate from time to time to enable any Incentive Option granted under
this Plan to continue to qualify as an incentive stock option or such other
stock option as may be defined under the Code so as to receive preferential
federal income tax treatment.

     

     

     

    
      
        
        

      

      
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    ARTICLE
XI- MISCELLANEOUS

    


    11.1        
NO ESTABLISHMENT OF A TRUST FUND. No property shall be set aside nor shall a
trust fund of any kind be established to secure the rights of any Eligible
Person under this Plan. All Eligible Persons shall at all times rely solely upon
the general credit of the Company for the payment of any benefit which becomes
payable under this Plan.

    


    11.2        
NO EMPLOYMENT OBLIGATION. The granting of any Option or Award shall not
constitute an employment contract, express or implied, nor impose upon the
Company or any Affiliate any obligation to employ or continue to employ any
Eligible Person. The right of the Company or any Affiliate to terminate the
employment of any person shall not be diminished or affected by reason of the
fact that an Option or Award has been granted to him.

    


    11.3         FORFEITURE.
Notwithstanding any other provisions of this Plan, if the Committee finds by a
majority vote after full consideration of the facts that an Eligible Person,
before or after termination of his employment with the Company or an Affiliate
for any reason (a) committed or engaged in fraud, embezzlement, theft,
commission of a felony, or proven dishonesty in the course of his employment by
the Company or an Affiliate, which conduct damaged the Company or Affiliate, or
disclosed trade secrets of the Company or an Affiliate, or (b) participated,
engaged in or had a material, financial or other interest, whether as an
employee, officer, director, consultant, contractor, stockholder, owner, or
otherwise, in any commercial endeavor in the United States which is competitive
with the business of the Company or an Affiliate without the written consent of
the Company or Affiliate, the Eligible Person shall forfeit all outstanding
Options and all outstanding Awards, and including all exercised Options and
other situations pursuant to which the Company has not yet delivered a stock
certificate. Clause (b) shall not be deemed to have been violated solely by
reason of the Eligible Person’s ownership of stock or securities of any publicly
owned corporation, if that ownership does not result in effective control of the
corporation.

    


    The
decision of the Committee as to the cause of an Employee’s discharge, the damage
done to the Company or an Affiliate, and the extent of an Eligible Person’s
competitive activity shall be final. No decision of the Committee, however,
shall affect the finality of the discharge of the Employee by the Company or an
Affiliate in any manner.

     

     

     

     

     

     

     

     


    
      
         


      

      
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    11.4        
TAX WITHHOLDING. The Company or any Affiliate shall be entitled to deduct from
other compensation payable to each Eligible Person any sums required by federal,
state, or local tax law to be withheld with respect to the grant or exercise of
an Option or SAR, lapse of restrictions on Restricted Stock, or award of
Performance Stock. In the alternative, the Company may require the Eligible
Person (or other person exercising the Option, SAR or receiving the Stock) to
pay the sum directly to the employer corporation. If the Eligible Person (or
other person exercising the Option or SAR or receiving the Stock) is required to
pay the sum directly, payment in cash or by check of such sums for taxes shall
be delivered within 10 days after the date of exercise or lapse of restrictions.
The Company shall have no obligation upon exercise of any Option or lapse of
restrictions on Stock until payment has been received, unless withholding (or
offset against a cash payment) as of or prior to the date of exercise or lapse
of restrictions is sufficient to cover all sums due with respect to that
exercise. The Company and its Affiliates shall not be obligated to advise an
Eligible Person of the existence of the tax or the amount which the employer
corporation will be required to withhold.

    


    11.5        
WRITTEN AGREEMENT. Each Option and Award shall be embodied in a written
agreement which shall be subject to the terms and conditions of this Plan and
shall be signed by the Eligible Person and by a member of the Committee on
behalf of the Committee and the Company or an executive officer of the Company,
other than the Eligible Person, on behalf of the Company. The agreement may
contain any other provisions that the Committee in its discretion shall deem
advisable which are not inconsistent with the terms of this Plan.

    


    11.6        
INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS. With respect to
administration of this Plan, the Company shall indemnify each present and future
member of the Committee and the Board of Directors against, and each member of
the Committee and the Board of Directors shall be entitled without further act
on his part to indemnity from the Company for, all expenses (including
attorney’s fees, the amount of judgments and the amount of approved settlements
made with a view to the curtailment of costs of litigation, other than amounts
paid to the Company itself) reasonably incurred by him in connection with or
arising out of any action, suit, or proceeding in which he may be involved by
reason of his being or having been a member of the Committee and/or the Board of
Directors, whether or not he continues to be a member of the Committee and/or
the Board of Directors at the time of incurring the expenses, including, without
limitation, matters as to which he shall be finally adjudged in any action, suit
or proceeding to have been found to have been negligent in the performance of
his duty as a member of the Committee or the Board of Directors. However, this
indemnity shall not include any expenses incurred by any member of the Committee
and/or the Board of Directors in respect of matters as to which he shall be
finally adjudged in any action, suit or proceeding to have been guilty of gross
negligence or willful misconduct in the performance of his duty as a member of
the Committee and the Board of Directors. In addition, no right of
indemnification under this Plan shall be available to or enforceable by any
member of the Committee and the Board of Directors unless, within 60 days after
institution of any action, suit or proceeding, he shall have offered the
Company, in writing, the opportunity to handle and defend same at its own
expense. This right of indemnification shall inure to the benefit of the heirs,
executors or administrators of each member of the Committee and the Board of
Directors and shall be in addition to all other rights to which a member of the
Committee and the Board of Directors may be entitled as a matter of law,
contract, or otherwise.

     

     

     

     

    
      
        
        

      

      
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    11.7          GENDER.
If the context requires, words of one gender when used in this Plan shall
include the others and words used in the singular or plural shall include the
other.

    


    11.8          HEADINGS.
Headings of Articles and Sections are included for convenience of reference only
and do not constitute part of the Plan and shall not be used in construing the
terms of the Plan.

    


    11.9          OTHER
COMPENSATION PLANS. The adoption of this Plan shall not affect any other stock
option, incentive or other compensation or benefit plans in effect for the
Company or any Affiliate, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees of
the Company or any Affiliate.

    


    11.10        OTHER
OPTIONS OR AWARDS. The grant of an Option or Award shall not confer upon the
Eligible Person the right to receive any future or other Options or Awards under
this Plan, whether or not Options or Awards may be granted to similarly situated
Eligible Persons, or the right to receive future Options or Awards upon the same
terms or conditions as previously granted.

    


    11.11        GOVERNING
LAW. The provisions of this Plan shall be construed, administered, and governed
under the laws of the State of Delaware.

    
 

     

     

     

     

     

     

     

     

     

     

    
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