Web.com
Group, Inc.

     

    Restricted Stock Unit Grant
Notice

     

    Web.com Group, Inc. (the “Company”), pursuant to its 2008 Equity
Incentive Plan (the “Plan”), hereby awards to Participant a
Restricted Stock Unit Award for the number of shares of the Company’s
Common Stock set forth below (the “Award”).  The Award is subject to
all of the terms and conditions as set forth herein, in the Plan and in the
Restricted Stock Unit Agreement, both of which are attached hereto and
incorporated herein in their entirety.  Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Plan or the
Restricted Stock Unit Agreement.  In the event of any conflict between
the terms set forth herein and the Plan, the terms of the Plan shall
control.

     

    
      
        
          
            
              
                
                  
                    	
                            Participant:

                          	  
      	 
      
	
                            Date
      of Grant:

                          	  
      	 
      
	
                            Vesting
      Commencement Date:

                          	  
      	 
      
	
                            Number
      of Shares Subject to Award:

                          	  
      	 
      
	
                            Consideration:

                          	
                            Participant’s
      past services

                          	 
      


                  

                

              

            

          

        

      

    

    


    
      
        	
                Vesting
      Schedule:

              	
                1/3rd of the
      shares vest on each of the first three anniversaries of the Vesting
      Commencement Date, subject to Participant’s Continuous Service on each
      such date.

              
	 
      	 
      
	
                Issuance
      Schedule:

              	
                The
      shares will be issued following vesting in accordance with the delivery
      schedule set forth in Section 3 of the Restricted Stock Unit
      Agreement.

              


      

    

     

    Additional
Terms/Acknowledgements:  The undersigned Participant
acknowledges receipt of, and understands and agrees to, this Restricted Stock
Unit Grant Notice, the Restricted Stock Unit Agreement, the Plan and the Plan
prospectus.  Participant further acknowledges that as of the Date of
Grant, this Restricted Stock Unit Grant Notice, the Restricted Stock Unit
Agreement and the Plan set forth the entire understanding between Participant
and the Company regarding the acquisition of stock in the Company pursuant to
the Award and supersede all prior oral and written agreements on that subject
with the exception of (i) Awards previously granted and delivered to Participant
under the Plan, and (ii) the following agreements only:

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                
                                  Other
      Agreements:

                                

                              	  
      
	 
      	 
      	 
      
	
                                
                                  Web.com
      Group, Inc.

                                

                              	 
      	
                                
                                  
                                    Participant:

                                  

                                

                              
	 
      	 
      	 
      
	
                                By:

                              	  
      	 
      	  
      
	 
      	
                                Signature

                              	 
      	
                                Signature

                              
	 	 	 	 	 
	
                                Title:

                              	   
      	 
      	
                                Date:

                              	  
      
	 
      	 
      	 
      	 
      
	
                                Date:

                              	  
      	 
      	 
      
	 
      	 
      	 
      	 
      


                      

                    

                  

                

              

            

          

        

      

    

    
      


    

    
      	
              Attachments:

            	
              Restricted
      Stock Unit Agreement, 2008 Equity Incentive
Plan

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Attachment
I

    


    Web.com
Group, Inc.

     

    Restricted
Stock Unit Agreement

     

    Pursuant
to the Restricted Stock Unit Grant Notice (the “Grant
Notice”) and this Restricted Stock Unit Agreement (the “Agreement”),
Web.com Group, Inc. (the “Company”)
has awarded you a Restricted Stock Unit Award (the “Award”)
under its 2008 Equity Incentive Plan (the “Plan”).
Your Award is granted to you effective as of the Date of Grant set forth in the
Grant Notice for this Award.  This Agreement shall be deemed to be
agreed to by the Company and you upon the signing by you of the Grant Notice to
which it is attached.  Defined terms not explicitly defined in this
Agreement shall have the same meanings given to them in the Plan.  In
the event of any conflict between the terms in this Agreement and the Plan, the
terms of the Plan shall control.  The details of your Award, in
addition to those set forth in the Grant Notice and the Plan, are as
follows.

     

    1.           Grant of
the Award.    This Award represents the right to be
issued on a future date the number of shares of the Company’s Common Stock as
indicated in the Grant Notice.  As of the Date of Grant, the Company
will credit to a bookkeeping account maintained by the Company for your benefit
(the “Account”)
the number of shares of Common Stock subject to the Award.  This Award
was granted in consideration of your services to the Company.  Except
as otherwise provided herein, you will not be required to make any payment to
the Company (other than past and future services to the Company) with respect to
your receipt of the Award, the vesting of the shares or the delivery of the
underlying Common Stock.

     

    2.           Vesting.  Subject to the
limitations contained herein, your Award will vest, if at all, in accordance
with the vesting schedule provided in the Grant Notice, provided that vesting
will cease upon the termination of your Continuous Service.  Upon such
termination of your Continuous Service, the shares credited to the Account that
were not vested on the date of such termination will be forfeited at no cost to
the Company and you will have no further right, title or interest in or to such
underlying shares of Common Stock.

     

    3.           Date
of Issuance.

     

    (a)           No
vested shares will be issued to you prior to the earliest of (i) the date of
your “Separation from Service” (as defined below), (ii) immediately prior to a
“Section 409A Change of Control” (as defined below) or (iii) the date of your
death (such earliest date, the “Delivery
Date”).  Except as otherwise provided in Sections 9 and 20
below, on the Delivery Date, the Company will issue and deliver to you that
number of shares of the Company’s Common Stock equal to the number of vested
shares then-subject to your Award, including any additional shares received
pursuant to Section 4 below.  However, if the Delivery Date falls on a
date that is not a business day, the Delivery Date shall be the next following
business day.

     

    (b)           “Separation from
Service” has the meaning set forth in Treasury Regulation Section
1.409A-3(a)(1).

     

    
      
        
          . 

        

         


      

      
        1.

        
          

        

      

      
         


      

    


    (c)           “Section 409A
Change of Control” means a “change in ownership or effective control” of
the Company or “in the ownership of a substantial portion of the assets” of the
Company, as set forth in Treasury Regulation Section
1.409A-3(a)(5).

     

    4.           Number of
Shares.

     

    (a)           The
number of shares subject to your Award may be adjusted from time to time for
changes in capitalization pursuant to Section 9(a) of the Plan.

     

    (b)           Any
shares, cash or other property that becomes subject to the Award pursuant to
this Section 4, if any, shall be subject, in a manner determined by the Board,
to the same forfeiture restrictions, restrictions on transferability, and time
and manner of delivery as applicable to the other shares covered by your
Award.

     

    (c)           Notwithstanding
the provisions of this Section 4, no fractional shares or rights for fractional
shares of Common Stock shall be created pursuant to this Section
4.  The Board shall, in its discretion, determine an equivalent
benefit for any fractional shares or fractional shares that might be created by
the adjustments referred to in this Section 4.

     

    5.           Securities
Law Compliance.  You may not be
issued any shares under your Award unless either (a) the shares are registered
under the Securities Act; or (b) the Company has determined that such issuance
would be exempt from the registration requirements of the Securities Act. Your
Award also must comply with other applicable laws and regulations governing the
Award, and you will not receive such shares if the Company determines that such
receipt would not be in material compliance with such laws and
regulations.

     

    6.           Limitations
on Transfer.  Your Award and
any shares of Common Stock issued under your Award are not transferable until
(a) the shares are vested in accordance with Section 2 of this Agreement and (b)
the shares have been delivered to you pursuant to Section 3
above.  After such time, you are free to assign, hypothecate, donate,
encumber or otherwise dispose of any interest in such shares provided that any
such actions are in compliance with the provisions herein and applicable
securities laws.  Notwithstanding the foregoing, by delivering written
notice to the Company, in a form satisfactory to the Company, you may (i)
designate a third party who, in the event of your death, shall thereafter be
entitled to receive any distribution of Common Stock to which you were entitled
at the time of your death pursuant to this Agreement and/or (ii) instruct the
Company to distribute shares of Common Stock on the Delivery Date to a spouse or
former spouse pursuant to a domestic relations order.

     

    7.           Dividends.  You shall receive no
benefit or adjustment to your Award with respect to any cash dividend, stock
dividend or other distribution that does not result from a change in
capitalization pursuant to Section 9(a) of the Plan; provided, however, that this
sentence shall not apply after the Delivery Date with respect to any shares of
Common Stock that have been delivered to you in connection with your
Award.

     

    8.           Award not a
Service Contract.  Your Award is not
an employment or service contract, and nothing in your Award shall be deemed to
create in any way whatsoever any obligation on your part to continue in the
service of the Company or an Affiliate, or on the part of the Company or an
Affiliate to continue such service.  In addition, nothing in your
Award shall obligate the Company or an Affiliate, their respective stockholders,
Boards of Directors or Officers to continue any relationship that you might have
as a Director, Employee or Consultant of the Company or an
Affiliate.

     


    
      
        
          . 

        

         


      

      
        2.

        
          

        

      

      
         


      

    


    9.           Withholding
Obligations.  On or before the Delivery Date, or at any time
thereafter as requested by the Company, you hereby agree to make adequate
provision in cash for any sums required to satisfy the federal, state, local and
foreign tax withholding obligations of the Company or any Affiliate which arise
in connection with your Award (the “Withholding
Taxes”).  Additionally, the Company may, in its sole
discretion, satisfy all or any portion of the Withholding Taxes by permitting
you to tender shares issued or otherwise issuable to you under the Award with a
Fair Market Value (measured as of the date shares of Common Stock are tendered)
equal to the amount of such Withholding Taxes.  Unless the Withholding
Taxes are satisfied, the Company shall have no obligation to issue a certificate
for the shares subject to this Award.

     

    10.         Unsecured
Obligation.  Your Award is unfunded, and as a holder of a
vested Award, you shall be considered an unsecured creditor of the Company with
respect to the Company’s obligation, if any, to issue shares pursuant to this
Agreement.  You shall not have voting or any other rights as a
stockholder of the Company with respect to the shares to be issued pursuant to
this Agreement until such shares are issued pursuant to Section 3 of this
Agreement. Nothing contained in this Agreement, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of any kind or a
fiduciary relationship between you and the Company or any other
person.

     

    11.         Other
Documents.  You hereby acknowledge receipt or the right to
receive a document providing the information required by Rule 428(b)(1)
promulgated under the Securities Act, which includes the Plan
prospectus.  In addition, you acknowledge receipt of the Company’s
Insider Trading Policy.

     

    12.         Notices.  Any notice or
request required or permitted hereunder shall be given in writing to the other
party hereto and shall be deemed effectively given on the earlier of (a) the
date of personal delivery, including delivery by express courier, or (b) the
date that is five days after deposit in the United States mail (whether or not
actually received by the addressee), by registered or certified mail with
postage and fees prepaid, addressed at the following addresses, or at such other
address(es) as a party may designate by ten days’ advance written notice to the
other party hereto:

     

    
      
        
          
            	
                    Company:

                  	
                    Web.com
      Group, Inc.

                  
	 
      	
                    Attn:
      General Counsel

                  
	 
      	
                    12808
      Gran Bay Parkway West

                  
	 
      	
                    Building
      200

                  
	 
      	
                    Jacksonville,
      FL 32258

                  
	 
      	 
      
	
                    You:

                  	
                    Your
      address as on file with the Company at the time notice is
      given

                  


          

        

      

    


    
      
        
          . 

        

         


      

      
        3.

        
          

        

      

      
         


      

    

     

    13.           Headings.  The
headings of the Sections in this Agreement are inserted for convenience only and
shall not be deemed to constitute a part of this Agreement or to affect the
meaning of this Agreement.

     

    14.           Miscellaneous.

       

    

    (a)           The
rights and obligations of the Company under your Award shall be transferable to
any one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by the Company’s successors
and assigns. Your rights and obligations under your Award may only be assigned
with the prior written consent of the Company.

     

    (b)           You
agree upon request to execute any further documents or instruments necessary or
desirable in the sole determination of the Company to carry out the purposes or
intent of your Award.

     

    (c)           You
acknowledge and agree that you have reviewed your Award in its entirety, have
had an opportunity to obtain the advice of counsel prior to executing and
accepting your Award, and fully understand all provisions of your
Award.

     

    (d)           This
Agreement shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any governmental agencies or national securities exchanges
as may be required.

     

    (e)           All
obligations of the Company under the Plan and this Agreement shall be binding on
any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of the
Company.

     

    15.           Governing
Plan Document.  Your Award is
subject to all the provisions of the Plan, the provisions of which are hereby
made a part of your Award, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant to the Plan.  Except as expressly provided herein, in
the event of any conflict between the provisions of your Award and those of the
Plan, the provisions of the Plan shall control.

     

    16.           Severability.  If
all or any part of this Agreement or the Plan is declared by any court or
governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not invalidate any portion of this Agreement or the Plan not
declared to be unlawful or invalid. Any Section of this Agreement (or part of
such a Section) so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will give effect to the terms of such Section or
part of a Section to the fullest extent possible while remaining lawful and
valid.

     

    17.           Effect on
Other Employee Benefit Plans.  The value of the Award subject
to this Agreement shall not be included as compensation, earnings, salaries, or
other similar terms used when calculating your benefits under any employee
benefit plan sponsored by the Company or any Affiliate, except as such plan
otherwise expressly provides. The Company expressly reserves its rights to
amend, modify, or terminate any of the Company’s or any Affiliate’s employee
benefit plans.

     

    
      
        
          . 

        

         


      

      
        4.

        
          

        

      

      
         


      

    

     

    18.           Choice
of Law.  The
interpretation, performance and enforcement of this Agreement will be governed
by the law of the state of Delaware without regard to such state’s conflicts of
laws rules.

     

    19.           Amendment.  This
Agreement may not be modified, amended or terminated except by an instrument in
writing, signed by you and by a duly authorized representative of the Company.
Notwithstanding the foregoing, this Agreement may be amended solely by the Board
by a writing which specifically states that it is amending this Agreement, so
long as a copy of such amendment is delivered to you, and provided that no such
amendment adversely affecting your rights hereunder may be made without your
written consent. Without limiting the foregoing, the Board reserves the right to
change, by written notice to you, the provisions of this Agreement in any way it
may deem necessary or advisable to carry out the purpose of the grant as a
result of any change in applicable laws or regulations or any future law,
regulation, ruling, or judicial decision, provided that any such change shall be
applicable only to rights relating to that portion of the Award which is then
subject to restrictions as provided herein.

     

    20.           Compliance
with Section 409A of the Code.  This Award is
intended to comply with Section 409A of the Code pursuant to Treasury Regulation
Section 1.409A-3(a)(1) and (5) and shall be construed as so complying to the
greatest extent permitted by applicable law.  Notwithstanding the
foregoing, if you are a “specified employee” (within the meaning set forth
Section 409A(a)(2)(B)(i) of the Code) of the Company as of the date of your
Separation from Service, then, solely to the extent necessary to avoid adverse
tax consequences to you under Section 409A of the Code, any shares that would
otherwise be issued to you under this Award on or within six (6) months
following your Separation from Service will not be issued on the originally
scheduled Delivery Date and will instead be issued in a lump sum on (a) the date
that is six (6) months and one day after the date of your Separation from
Service or (b) the date of your death, if earlier.  Each installment
of shares that vests is intended to constitute a “separate payment” for purposes
of Treasury Regulation Section 1.409A-2(b)(2).

     

    
      
        
          . 

        

         


      

      
        5.

        
          

        

      

      
         


      

    


    Attachment
II

    


    Web.com
Group, Inc.

    
      2008
Equity Incentive Plan

       

       

      
        
          
          

        

        
          6.

          
            

          

        

        
          
          

        

      

    

    
      Website
Pros, Inc.

       

      2008
Equity Incentive Plan

       

      Approved
By Board on:  March 31, 2008

      Approved
By Stockholders:  May 13, 2008

      Termination
Date:  March 31, 2018

       

      1.           General.

       

      (a)           Eligible Award
Recipients.  The persons eligible to receive Awards are
Employees, Directors and Consultants.

       

      (b)           Available
Awards.  The Plan provides for the grant of the following
Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii)
Restricted Stock Awards, (iv) Restricted Stock Unit Awards, (v) Stock
Appreciation Rights, (vi) Performance Stock Awards, (vii) Performance Cash
Awards, and (viii) Other Stock Awards.

       

      (c)           General
Purpose.  The Company, by means of the Plan, seeks to secure
and retain the services of the group of persons eligible to receive Awards as
set forth in Section 1(a), to provide incentives for such persons to exert
maximum efforts for the success of the Company and any Affiliate and to provide
a means by which such eligible recipients may be given an opportunity to benefit
from increases in value of the Common Stock through the granting of Stock
Awards.

       

      2.           Administration.

       

      (a)           Administration by
Board.  The Board shall administer the Plan unless and until
the Board delegates administration of the Plan to a Committee or Committees, as
provided in Section 2(c).

       

      (b)           Powers of
Board.  The Board shall have the power, subject to, and within
the limitations of, the express provisions of the Plan:

       

      (i)           To
determine from time to time (A) which of the persons eligible under the Plan
shall be granted Awards; (B) when and how each Award shall be granted; (C) what
type or combination of types of Award shall be granted; (D) the provisions of
each Award granted (which need not be identical), including the time or times
when a person shall be permitted to receive cash or Common Stock pursuant to a
Stock Award; and (E) the number of shares of Common Stock with respect to which
a Stock Award shall be granted to each such person.

       

      (ii)           To
construe and interpret the Plan and Awards, and to establish, amend and revoke
rules and regulations for the Plan’s administration.  The Board, in
the exercise of this power, may correct any defect, omission or inconsistency in
the Plan or in any Stock Award Agreement or in the written terms of a
Performance Cash Award, in a manner and to the extent it shall deem necessary or
expedient to make the Plan or Award fully effective.

       

      
        
          
          

        

        
          1.

          
            

          

        

        
          
          

        

      

      (iii)           To
settle all controversies regarding the Plan and Awards.

       

      (iv)           To
accelerate the time at which a Stock Award may first be exercised or the time
during which an Award or any part thereof will vest in accordance with the Plan,
notwithstanding the provisions in the Award stating the time at which it may
first be exercised or the time during which it will vest.

       

      (v)           To
suspend or terminate the Plan at any time.  Suspension or termination
of the Plan shall not impair rights and obligations under any Stock Award
granted while the Plan is in effect except with the written consent of the
affected Participant.

       

      (vi)           To
amend the Plan in any respect the Board deems necessary or advisable, including,
without limitation, relating to Incentive Stock Options and certain nonqualified
deferred compensation under Section 409A of the Code and to bring the Plan
and/or Stock Awards into compliance therewith, subject to the limitations, if
any, of applicable law. However, except as provided in Section 9(a) relating to
Capitalization Adjustments, stockholder approval shall be required for any
amendment of the Plan that either (A) materially increases the number of shares
of Common Stock available for issuance under the Plan, (B) materially expands
the class of individuals eligible to receive Awards under the Plan, (C)
materially increases the benefits accruing to Participants under the Plan or
materially reduces the price at which shares of Common Stock may be issued or
purchased under the Plan, (D) materially extends the term of the Plan, or (E)
expands the types of Awards available for issuance under the Plan, but only to
the extent required by applicable law or listing requirements. Except as
provided above, rights under any Award granted before amendment of the Plan
shall not be impaired by any amendment of the Plan unless (1) the Company
requests the consent of the affected Participant, and (2) such Participant
consents in writing.

       

      (vii)           To
submit any amendment to the Plan for stockholder approval, including, but not
limited to, amendments to the Plan intended to satisfy the requirements of (A)
Section 162(m) of the Code and the regulations thereunder regarding the
exclusion of performance-based compensation from the limit on corporate
deductibility of compensation paid to Covered Employees, (B) Section 422 of the
Code regarding “incentive stock options” or (C) Rule 16b-3.

       

      (viii)           To
approve forms of Award Agreements for use under the Plan and to amend the terms
of any one or more Awards, including, but not limited to, amendments to provide
terms more favorable to the Participant than previously provided in the Award
Agreement, subject to any specified limits in the Plan that are not subject to
Board discretion; provided
however, that the Participant’s rights under any Award shall not be
impaired by any such amendment unless (A) the Company requests the consent of
the affected Participant, and (B) such Participant consents in
writing.  Notwithstanding the foregoing, subject to the limitations of
applicable law, if any, and without the affected Participant’s consent, the
Board may amend the terms of any one or more Awards if necessary to maintain the
qualified status of the Award as an Incentive Stock Option or to bring the Award
into compliance 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 or amended
after the Effective Date.

       

      
        
          
          

        

        
          2.

          
            

          

        

        
          
          

        

      

      (ix)           Generally,
to exercise such powers and to perform such acts as the Board deems necessary or
expedient to promote the best interests of the Company and that are not in
conflict with the provisions of the Plan or Awards.

       

      (x)           To
adopt such procedures and sub-plans as are necessary or appropriate to permit
participation in the Plan by Employees, Directors or Consultants who are foreign
nationals or employed outside the United States.

       

      (c)           Delegation
to Committee.

       

      (i)           General.  The Board
may delegate some or all of the administration of the Plan to a Committee or
Committees.  If administration of the Plan is delegated to a
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board that have been delegated
to the Committee, including the power to delegate to a subcommittee of the
Committee any of the administrative powers the Committee is authorized to
exercise (and references in this Plan to the Board shall thereafter be to the
Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board.  The Board may retain the authority to concurrently
administer the Plan with the Committee and may, at any time, revest in the Board
some or all of the powers previously delegated to the Committee, Committees,
subcommittee or subcommittees.

       

      (ii)           Section 162(m) and Rule 16b-3
Compliance.  In the sole discretion of the Board, the Committee
may consist solely of two (2) or more Outside Directors, in accordance with
Section 162(m) of the Code, or solely of two (2) or more Non-Employee Directors,
in accordance with Rule 16b-3.  In addition, the Board or the
Committee, in its sole discretion, may (A) delegate to a Committee which need
not consist of Outside Directors the authority to grant Awards to eligible
persons who are either (1) not then Covered Employees and are not expected to be
Covered Employees at the time of recognition of income resulting from such Stock
Award, or (2) not persons with respect to whom the Company wishes to comply with
Section 162(m) of the Code, or (B) delegate to a Committee which need not
consist of Non-Employee Directors the authority to grant Stock Awards to
eligible persons who are not then subject to Section 16 of the Exchange
Act.

       

      (d)           Delegation to an
Officer.  The Board may delegate to one (1) or more Officers
the authority to do one or both of the following (i) designate Employees who are
not Officers to be recipients of Options (and, to the extent permitted by
applicable law, other Stock Awards) and the terms thereof, and (ii) determine
the number of shares of Common Stock to be subject to such Stock Awards granted
to such Employees; provided,
however, that the Board
resolutions regarding such delegation shall specify the total number of shares
of Common Stock that may be subject to the Stock Awards granted by such Officer
and that such Officer may not grant a Stock Award to himself or
herself.  Notwithstanding anything to the contrary in this Section
2(d), the Board may not delegate to an Officer authority to determine the Fair
Market Value pursuant to Section 13(u)(ii) below.

       

      
        
          
          

        

        
          3.

          
            

          

        

        
          
          

        

      

      (e)           Effect of Board’s Decision.
All determinations, interpretations and constructions made by the Board in good
faith shall not be subject to review by any person and shall be final, binding
and conclusive on all persons.

       

      (f)            Cancellation and Re-Grant of Stock
Awards.  Neither the Board nor any Committee shall have the
authority to: (i) reprice any outstanding Stock Awards under the Plan, or (ii)
cancel and re-grant any outstanding Stock Awards under the Plan, unless the
stockholders of the Company have approved such an action within twelve (12)
months prior to such an event.

       

      3.           Shares
Subject to the Plan.

       

      (a)           Share Reserve. Subject to the
provisions of Section 9 relating to adjustments upon changes in stock, the
aggregate number of shares of Common Stock that may be issued pursuant to Stock
Awards after the Effective Date shall not exceed three million (3,000,000)
shares (the “Share
Reserve”).  For clarity, the foregoing is a limitation on the
number of shares of the Common Stock that may be issued pursuant to the Plan and
does not limit the granting of Stock Awards except as provided in Section
7(a).  Shares may be issued in connection with a merger or acquisition
as permitted by NASD Rule 4350(i)(1)(A)(iii) or, if applicable, NYSE Listed
Company Manual Section 303A.08, or AMEX Company Guide Section 711, and such
issuance shall not reduce the number of shares available for issuance under the
Plan.  Furthermore, if a Stock Award (i) expires or otherwise
terminates without having been exercised in full or (ii) is settled in cash
(i.e., the holder of
the Stock Award receives cash rather than stock), such expiration, termination
or settlement shall not reduce (or otherwise offset) the number of shares of the
Common Stock that may be issued pursuant to the Plan.

       

      (b)           Reversion of Shares to the Share
Reserve.  If any shares of common stock issued pursuant to a
Stock Award are forfeited back to the Company because of the failure to meet a
contingency or condition required to vest such shares in the Participant, then
the shares which are forfeited shall revert to and again become available for
issuance under the Plan.  Also, any shares reacquired by the Company
pursuant to Section 8(g) or as consideration for the exercise of an Option shall
again become available for issuance under the Plan.  Notwithstanding
the provisions of this Section 3(b), any such shares shall not be subsequently
issued pursuant to the exercise of Incentive Stock Options.

       

      (c)           Incentive Stock Option
Limit.  Notwithstanding anything to the contrary in this
Section 3(d), subject to the provisions of Section 9(a) relating to
Capitalization Adjustments the aggregate maximum number of shares of Common
Stock that may be issued pursuant to the exercise of Incentive Stock Options
shall be the number of shares of Common Stock in the Share Reserve.

       

      (d)           Section 162(m) Limitation on Annual
Grants.  Subject to the provisions of Section 9(a) relating to
Capitalization Adjustments, at such time as the Company may be subject to the
applicable provisions of Section 162(m) of the Code, no Employee shall be
eligible to be granted during any calendar year Stock Awards whose value is
determined by reference to an increase over an exercise or strike price of at
least one hundred percent (100%) of the Fair Market Value on the date the Stock
Award is granted covering more than one million (1,000,000) shares of Common
Stock.

       

      
        
          
          

        

        
          4.

          
            

          

        

        
          
          

        

      

      (e)           Source of
Shares.  The stock issuable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares repurchased
by the Company on the market or otherwise.

       

      4.           Eligibility.

       

      (a)           Eligibility for Specific Stock
Awards.  Incentive Stock Options may be granted only to
employees of the Company or a parent corporation or subsidiary corporation (as
such terms are defined in Sections 424(e) and (f) of the Code).  Stock
Awards other than Incentive Stock Options may be granted to Employees, Directors
and Consultants.

       

      (b)           Ten Percent
Stockholders.  A Ten Percent Stockholder shall not be granted
an Incentive Stock Option unless the exercise price of such Option is at least
one hundred ten percent (110%) of the Fair Market Value on the date of grant and
the Option is not exercisable after the expiration of five (5) years from the
date of grant.

       

      (c)           Consultants.   A
Consultant shall be eligible for the grant of a Stock Award only if, at the time
of grant, a Form S-8 Registration Statement under the Securities Act (“Form
S-8”) is available to register either the offer or the sale of the
Company’s securities to such Consultant because of the nature of the services
that the Consultant is providing to the Company, because the Consultant is a
natural person, or because of any other rule governing the use of Form
S-8.

       

      5.           Option
Provisions.

       

      Each
Option shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate.  All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of
grant, and, if certificates are issued, a separate certificate or certificates
shall be issued for shares of Common Stock purchased on exercise of each type of
Option. If an Option is not specifically designated as an Incentive Stock
Option, then the Option shall be a Nonstatutory Stock Option. The provisions of
separate Options need not be identical; provided, however, that each
Option Agreement shall include (through incorporation of provisions hereof by
reference in the Option Agreement or otherwise) the substance of each of the
following provisions:

       

      (a)           Term.  Subject to
the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option
shall be exercisable after the expiration of ten (10) years from the date of its
grant or such shorter period specified in the Option Agreement.

       

      (b)           Exercise
Price.  Subject to the provisions of Section 4(b) regarding Ten
Percent Stockholders, the exercise price of each Option shall be not less than
one hundred percent (100%) of the Fair Market Value of the Common Stock subject
to the Option on the date the Option is granted.  Notwithstanding the
foregoing, an Option may be granted with an exercise price lower than one
hundred percent (100%) of the Fair Market Value of the Common Stock subject to
the Option if such Option is granted pursuant to an assumption of or
substitution for another option in a manner consistent with the provisions of
Section 424(a) of the Code (whether or not such options are Incentive Stock
Options).

       

      
        
          
          

        

        
          5.

          
            

          

        

        
          
          

        

      

      (c)           Consideration.  The
purchase price of Common Stock acquired pursuant to the exercise of an Option
shall be paid, to the extent permitted by applicable law and as determined by
the Board in its sole discretion, by any combination of the methods of payment
set forth below.  The Board shall have the authority to grant Options
that do not permit all of the following methods of payment (or otherwise
restrict the ability to use certain methods) and to grant Options that require
the consent of the Company to utilize a particular method of
payment.  The methods of payment permitted by this Section 6(c)
are:

       

      (i)           by
cash, check, bank draft or money order payable to the Company;

       

      (ii)           pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve
Board that, prior to the issuance of the stock subject to the Option, results in
either the receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to pay the aggregate exercise price to the Company from
the sales proceeds;

       

      (iii)           by
delivery to the Company (either by actual delivery or attestation) of shares of
Common Stock;

       

      (iv)           by
a “net exercise” arrangement pursuant to which the Company will reduce the
number of shares of Common Stock issued upon exercise by the largest whole
number of shares with a Fair Market Value that does not exceed the aggregate
exercise price; provided,
however, that the Company shall accept a cash or other payment from the
Participant to the extent of any remaining balance of the aggregate exercise
price not satisfied by such reduction in the number of whole shares to be
issued; provided,
further, that shares of Common Stock will no longer be outstanding under
an Option and will not be exercisable thereafter to the extent that (A) shares
are used to pay the exercise price pursuant to the “net exercise,” (B) shares
are delivered to the Participant as a result of such exercise, and (C) shares
are withheld to satisfy tax withholding obligations;  or

       

      (v)           in
any other form of legal consideration that may be acceptable to the
Board.

       

      (d)           Transferability of
Options.  The Board may, in its sole discretion, impose such
limitations on the transferability of Options as the Board shall
determine.  In the absence of such a determination by the Board to the
contrary, the following restrictions on the transferability of Options shall
apply:

       

      (i)           Restrictions on
Transfer.  An Option shall not be transferable except by will
or by the laws of descent and distribution and shall be exercisable during the
lifetime of the Optionholder only by the Optionholder; provided, however, that the
Board may, in its sole discretion, permit transfer of the Option in a manner
consistent with applicable tax and securities laws upon the Optionholder’s
request.

       

      (ii)           Domestic Relations
Orders.  Notwithstanding the foregoing, an Option may be
transferred pursuant to a domestic relations order, provided, however, that an
Incentive Stock Option may be deemed to be a Nonqualified Stock Option as a
result of such transfer.

       

      
        
          
          

        

        
          6.

          
            

          

        

        
          
          

        

      

      (iii)           Beneficiary
Designation.  Notwithstanding the foregoing, the Optionholder
may, by delivering written notice to the Company, in a form provided by or
otherwise satisfactory to the Company, designate a third party who, in the event
of the death of the Optionholder, shall thereafter be the beneficiary of an
Option with the right to exercise the Option and receive the Common Stock or
other consideration resulting from an Option exercise.

       

      (e)           Vesting
Generally.  The total number of shares of Common Stock subject
to an Option may vest and therefore become exercisable in periodic installments
that may or may not be equal.  The Option may be subject to such other
terms and conditions on the time or times when it may or may not be exercised
(which may be based on the satisfaction of Performance Goals or other criteria)
as the Board may deem appropriate.  The vesting provisions of
individual Options may vary.  The provisions of this Section 5(e) are
subject to any Option provisions governing the minimum number of shares of
Common Stock as to which an Option may be exercised.

       

      (f)           Termination of Continuous
Service.  Except as otherwise provided in the applicable Option
Agreement or other agreement between the Optionholder and the Company, in the
event that an Optionholder’s Continuous Service terminates (other than upon the
Optionholder’s death or Disability), the Optionholder may exercise his or her
Option (to the extent that the Optionholder was entitled to exercise such Option
as of the date of termination of Continuous Service) but only within such period
of time ending on the earlier of (i) the date three (3) months following the
termination of the Optionholder’s Continuous Service (or such longer or shorter
period specified in the Option Agreement), or (ii) the expiration of the term of
the Option as set forth in the Option Agreement.  If, after
termination of Continuous Service, the Optionholder does not exercise his or her
Option within the time specified herein or in the Option Agreement (as
applicable), the Option shall terminate.

       

      (g)           Extension of Termination
Date.  Unless otherwise provided in an Optionholder’s Option
Agreement, if the exercise of the Option following the termination of the
Optionholder’s Continuous Service (other than upon a Change in Control or the
Optionholder’s death or Disability) would be prohibited at any time solely
because the issuance of shares of Common Stock would violate the registration
requirements under the Securities Act, then the Option shall terminate on the
earlier of (i) the expiration of a period equal to the post-termination exercise
period described in Section 5(f), 5(h) or 5(i) after the termination of the
Optionholder’s Continuous Service during which the exercise of the Option would
not be in violation of such registration requirements, or (ii) the expiration of
the term of the Option as set forth in the Option Agreement.  In addition,
unless otherwise provided in an Optionholder’s Option Agreement, if the sale of
the Common Stock received upon exercise of an Option following the termination
of the Optionholder’s Continuous Service (other than upon a Change in Control or
the Optionholder’s death or Disability) would violate the Company’s insider
trading policy, then the Option shall terminate on the earlier of (i) the
expiration of a period equal to the post-termination exercise period described
in Section 5(f), 5(h) or 5(i) above after the termination of the Optionholder’s
Continuous Service during which the exercise of the Option would not be in
violation of the Company’s insider trading policy, (ii) the 15th day of
the third month after the date on which
the Option would cease to be exercisable but for this Section 5(g), or such
longer period as would not cause the Option to become subject to Section
409A(a)(1) of the Code; or (iii) the expiration of the term of the Option as set
forth in the Option Agreement.

       

      
        
          
          

        

        
          7.

          
            

          

        

        
          
          

        

      

      (h)           Disability of
Optionholder.  In the event that an Optionholder’s Continuous
Service terminates as a result of the Optionholder’s Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise such Option as of the date of termination of Continuous
Service), but only within such period of time ending on the earlier of (i) the
date twelve (12) months following such termination of Continuous Service (or
such longer or shorter period specified in the Option Agreement), or (ii) the
expiration of the term of the Option as set forth in the Option
Agreement.  If, after termination of Continuous Service, the
Optionholder does not exercise his or her Option within the time specified
herein or in the Option Agreement (as applicable), the Option shall
terminate.

       

      (i)           Death of Optionholder. In
the event that (i) an Optionholder’s Continuous Service terminates as a result
of the Optionholder’s death, or (ii) the Optionholder dies within the period (if
any) specified in the Option Agreement after the termination of the
Optionholder’s Continuous Service for a reason other than death, then the Option
may be exercised (to the extent the Optionholder was entitled to exercise such
Option as of the date of death) by the Optionholder’s estate, by a person who
acquired the right to exercise the Option by bequest or inheritance or by a
person designated as the beneficiary of the Option upon the Optionholder’s
death, but only within the period ending on the earlier of (A) the date eighteen
(18) months following the date of death (or such longer or shorter period
specified in the Option Agreement), or (B) the expiration of the term of such
Option as set forth in the Option Agreement.  If, after the
Optionholder’s death, the Option is not exercised within the time specified
herein or in the Option Agreement (as applicable), the Option shall
terminate.  If the Optionholder designates a third party beneficiary
of the Option in accordance with Section 5(d)(iii), then upon the death of the
Optionholder such designated beneficiary shall have the sole right to exercise
the Option and receive the Common Stock or other consideration resulting from an
Option exercise.

       

      (j)           Non-Exempt
Employees.  No Option granted to an Employee who is a
non-exempt employee for purposes of the Fair Labor Standards Act shall be first
exercisable for any shares of Common Stock until at least six (6) months
following the date of grant of the Option.  The foregoing provision is
intended to operate so that any income derived by a non-exempt employee in
connection with the exercise or vesting of an Option will be exempt from his or
her regular rate of pay.

       

      6.           Provisions
of Stock Awards other than Options.

       

      (a)           Restricted Stock
Awards.  Each Restricted Stock Award Agreement shall be in such
form and shall contain such terms and conditions as the Board shall deem
appropriate.  To the extent consistent with the Company’s Bylaws, at
the Board’s election, shares of Common Stock may be (x) held in book entry form
subject to the Company’s instructions until any restrictions relating to the
Restricted Stock Award lapse; or (y) evidenced by a certificate, which
certificate shall be held in such form and manner as determined by the
Board.  The terms and conditions of Restricted Stock Award Agreements
may change from time to time, and the terms and conditions of separate
Restricted Stock Award Agreements need not be identical; provided, however, that each
Restricted Stock Award Agreement shall include (through incorporation of
provisions hereof by reference in the agreement or otherwise) the substance of
each of the following provisions:

       

      
        
          
          

        

        
          8.

          
            

          

        

        
          
          

        

      

      (i)           Consideration.  A
Restricted Stock Award may be awarded in consideration for (A) past or future
services actually or to be rendered to the Company or an Affiliate, or (B) any
other form of legal consideration that may be acceptable to the Board in its
sole discretion and permissible under applicable law.

       

      (ii)           Vesting.  Shares of
Common Stock awarded under the Restricted Stock Award Agreement may be subject
to forfeiture to the Company in accordance with a vesting schedule to be
determined by the Board.

       

      (iii)           Termination of Participant’s
Continuous Service.  In the event a Participant’s Continuous
Service terminates, the Company may receive via a forfeiture condition, any or
all of the shares of Common Stock held by the Participant that have not vested
as of the date of termination of Continuous Service under the terms of the
Restricted Stock Award Agreement.

       

      (iv)           Transferability.  Rights
to acquire shares of Common Stock under the Restricted Stock Award Agreement
shall be transferable by the Participant only upon such terms and conditions as
are set forth in the Restricted Stock Award Agreement, as the Board shall
determine in its sole discretion, so long as Common Stock awarded under the
Restricted Stock Award Agreement remains subject to the terms of the Restricted
Stock Award Agreement.

       

      (b)           Restricted Stock Unit
Awards.  Each Restricted Stock Unit Award Agreement shall be in
such form and shall contain such terms and conditions as the Board shall deem
appropriate.  The terms and conditions of Restricted Stock Unit Award
Agreements may change from time to time, and the terms and conditions of
separate Restricted Stock Unit Award Agreements need not be identical; provided, however, that each Restricted
Stock Unit Award Agreement shall include (through incorporation of the
provisions hereof by reference in the Agreement or otherwise) the substance of
each of the following provisions:

       

      (i)           Consideration.  At
the time of grant of a Restricted Stock Unit Award, the Board will determine the
consideration, if any, to be paid by the Participant upon delivery of each share
of Common Stock subject to the Restricted Stock Unit Award. The consideration to
be paid (if any) by the Participant for each share of Common Stock subject to a
Restricted Stock Unit Award may be paid in any form of legal consideration that
may be acceptable to the Board in its sole discretion and permissible under
applicable law.

       

      (ii)           Vesting.  At the
time of the grant of a Restricted Stock Unit Award, the Board may impose such
restrictions or conditions to the vesting of the Restricted Stock Unit Award as
it, in its sole discretion, deems appropriate.

       

      (iii)           Payment.  A
Restricted Stock Unit Award may be settled by the delivery of shares of Common
Stock, their cash equivalent, any combination thereof or in any other form of
consideration, as determined by the Board and contained in the Restricted Stock
Unit Award Agreement.

       

      (iv)           Additional
Restrictions.  At the time of the grant of a Restricted Stock
Unit Award, the Board, as it deems appropriate, may impose such restrictions or
conditions that delay the delivery of the shares of Common Stock (or their cash
equivalent) subject to a Restricted Stock Unit Award to a time after the vesting
of such Restricted Stock Unit Award.

       

      
        
          
          

        

        
          9.

          
            

          

        

        
          
          

        

      

      (v)           Dividend
Equivalents.  Dividend equivalents may be credited in respect
of shares of Common Stock covered by a Restricted Stock Unit Award, as
determined by the Board and contained in the Restricted Stock Unit Award
Agreement.  At the sole discretion of the Board, such dividend
equivalents may be converted into additional shares of Common Stock covered by
the Restricted Stock Unit Award in such manner as determined by the
Board.  Any additional shares covered by the Restricted Stock Unit
Award credited by reason of such dividend equivalents will be subject to all the
terms and conditions of the underlying Restricted Stock Unit Award Agreement to
which they relate.

       

      (vi)           Termination of Participant’s
Continuous Service.  Except as otherwise provided in the
applicable Restricted Stock Unit Award Agreement, such portion of the Restricted
Stock Unit Award that has not vested will be forfeited upon the Participant’s
termination of Continuous Service.

       

      (vii)           Compliance with Section 409A of the
Code.   Notwithstanding anything to the contrary set forth
herein, any Restricted Stock Unit Award granted under the Plan that is not
exempt from the requirements of Section 409A of the Code shall contain such
provisions so that such Restricted Stock Unit Award will comply with the
requirements of Section 409A of the Code.  Such restrictions, if any,
shall be determined by the Board and contained in the Restricted Stock Unit
Award Agreement evidencing such Restricted Stock Unit Award.

       

      (c)           Stock Appreciation
Rights.  Each Stock Appreciation Right Agreement shall be in
such form and shall contain such terms and conditions as the Board shall deem
appropriate.  Stock Appreciation Rights may be granted as stand-alone
Stock Awards or in tandem with other Stock Awards.  The terms and
conditions of Stock Appreciation Right Agreements may change from time to time,
and the terms and conditions of separate Stock Appreciation Right Agreements
need not be identical; provided, however, that each
Stock Appreciation Right Agreement shall include (through incorporation of the
provisions hereof by reference in the Agreement or otherwise) the substance of
each of the following provisions:

       

      (i)           Term.  No Stock
Appreciation Right shall be exercisable after the expiration of ten (10) years
from the date of its grant or such shorter period specified in the Stock
Appreciation Right Agreement.

       

      (ii)           Strike Price. Each Stock
Appreciation Right will be denominated in shares of Common Stock
equivalents.  The strike price of each Stock Appreciation Right shall
not be less than one hundred percent (100%) of the Fair Market Value of the
Common Stock equivalents subject to the Stock Appreciation Right on the date of
grant.

       

      (iii)           Calculation of
Appreciation.  The appreciation distribution payable on the
exercise of a Stock Appreciation Right will be not greater than an amount equal
to the excess of (A) the aggregate Fair Market Value (on the date of the
exercise of the Stock Appreciation Right) of a number of shares of Common Stock
equal to the number of Common Stock equivalents in which the Participant is
vested under such Stock Appreciation Right, and with respect to which the
Participant is exercising the Stock Appreciation Right on such date, over (B)
the strike price that will be determined by the Board at the time of grant of
the Stock Appreciation Right.

       

      
        
          
          

        

        
          10.

          
            

          

        

        
          
          

        

      

      (iv)           Vesting.  At the
time of the grant of a Stock Appreciation Right, the Board may impose such
restrictions or conditions to the vesting of such Stock Appreciation Right as
it, in its sole discretion, deems appropriate.

       

      (v)           Exercise.  To
exercise any outstanding Stock Appreciation Right, the Participant must provide
written notice of exercise to the Company in compliance with the provisions of
the Stock Appreciation Right Agreement evidencing such Stock Appreciation
Right.

       

      (vi)           Payment.  The
appreciation distribution in respect to a Stock Appreciation Right may be paid
in Common Stock, in cash, in any combination of the two or in any other form of
consideration, as determined by the Board and contained in the Stock
Appreciation Right Agreement evidencing such Stock Appreciation
Right.

       

      (vii)           Termination of Continuous
Service.  In the event that a Participant’s Continuous Service
terminates, the Participant may exercise his or her Stock Appreciation Right (to
the extent that the Participant was entitled to exercise such Stock Appreciation
Right as of the date of termination) but only within such period of time ending
on the earlier of (A) the date three (3) months following the termination of the
Participant’s Continuous Service (or such longer or shorter period specified in
the Stock Appreciation Right Agreement), or (B) the expiration of the term of
the Stock Appreciation Right as set forth in the Stock Appreciation Right
Agreement.  If, after termination, the Participant does not exercise
his or her Stock Appreciation Right within the time specified herein or in the
Stock Appreciation Right Agreement (as applicable), the Stock Appreciation Right
shall terminate.

       

      (viii)          Compliance with Section 409A of the
Code.   Notwithstanding anything to the contrary set forth
herein, any Stock Appreciation Rights granted under the Plan that are not exempt
from the requirements of Section 409A of the Code shall contain such provisions
so that such Stock Appreciation Rights will comply with the requirements of
Section 409A of the Code.  Such restrictions, if any, shall be
determined by the Board and contained in the Stock Appreciation Right Agreement
evidencing such Stock Appreciation Right.

       

      (d)           Performance
Awards.

       

      (i)           Performance Stock
Awards.  A Performance Stock Award is a Stock Award that may be
granted, may vest, or may be exercised based upon the attainment during a
Performance Period of certain Performance Goals.  A Performance Stock
Award may, but need not, require the completion of a specified period of
Continuous Service. The length of any Performance Period, the Performance Goals
to be achieved during the Performance Period, and the measure of whether and to
what degree such Performance Goals have been attained shall be conclusively
determined by the Committee in its sole discretion.  The maximum
number of shares that may be granted to any Participant in a calendar year
attributable to Stock Awards described in this Section 6(d)(i) shall not exceed
one million (1,000,000) shares of Common Stock.  In addition, to the
extent permitted by applicable law and the applicable Award Agreement, the Board
may determine that cash may be used in payment of Performance Stock
Awards.

       

      
        
          
          

        

        
          11.

          
            

          

        

        
          
          

        

      

      (ii)           Performance Cash
Awards.  A Performance Cash Award is a cash award that may be
granted upon the attainment during a Performance Period of certain Performance
Goals.  A Performance Cash Award may also require the completion of a
specified period of Continuous Service.  The length of any Performance
Period, the Performance Goals to be achieved during the Performance Period, and
the measure of whether and to what degree such Performance Goals have been
attained shall be conclusively determined by the Committee in its sole
discretion.  The maximum value that may be granted to any Participant
in a calendar year attributable to cash awards described in this Section 6(d)(i)
shall not exceed three million dollars ($3,000,000). The Board may provide for
or, subject to such terms and conditions as the Board may specify, may permit a
Participant to elect for, the payment of any Performance Cash Award to be
deferred to a specified date or event.  The Committee may specify the
form of payment of Performance Cash Awards, which may be cash or other property,
or may provide for a Participant to have the option for his or her Performance
Cash Award, or such portion thereof as the Board may specify, to be paid in
whole or in part in cash or other property.   In addition, to the
extent permitted by applicable law and the applicable Award Agreement, the Board
may determine that Common Stock authorized under this Plan may be used in
payment of Performance Cash Awards, including additional shares in excess of the
Performance Cash Award as an inducement to hold shares of Common
Stock.

       

      (e)           Other Stock
Awards.  Other forms of Stock Awards valued in whole or in part
by reference to, or otherwise based on, Common Stock may be granted either alone
or in addition to Stock Awards provided for under Section 5 and the preceding
provisions of this Section 6.  Subject to the provisions of the Plan,
the Board shall have sole and complete authority to determine the persons to
whom and the time or times at which such Other Stock Awards will be granted, the
number of shares of Common Stock (or the cash equivalent thereof) to be granted
pursuant to such Other Stock Awards and all other terms and conditions of such
Other Stock Awards.

       

      7.           Covenants
of the Company.

       

      (a)           Availability of
Shares.  During the terms of the Stock Awards, the Company
shall keep available at all times the number of shares of Common Stock
reasonably required to satisfy such Stock Awards.

       

      (b)           Securities Law
Compliance.  The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such authority
as may be required to grant Stock Awards and to issue and sell shares of Common
Stock upon exercise of the Stock Awards; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any
such Stock Award.  If, after reasonable efforts, the Company is unable
to obtain from any such regulatory commission or agency the authority that
counsel for the Company deems necessary for the lawful issuance and sale of
Common Stock under the Plan, the Company shall be relieved from any liability
for failure to issue and sell Common Stock upon exercise of such Stock Awards
unless and until such authority is obtained.

       

      
        
          
          

        

        
          12.

          
            

          

        

        
          
          

        

      

      (c)           No Obligation to
Notify.  The Company shall have no duty or obligation to any
holder of a Stock Award to advise such holder as to the time or manner of
exercising such Stock Award.  Furthermore, the Company shall have no
duty or obligation to warn or otherwise advise such holder of a pending
termination or expiration of a Stock Award or a possible period in which the
Stock Award may not be exercised.  The Company has no duty or
obligation to minimize the tax consequences of a Stock Award to the holder of
such Stock Award.

       

      8.           Miscellaneous.

       

      (a)           Use of Proceeds from Sales of Common
Stock.  Proceeds from the sale of shares of Common Stock
pursuant to Stock Awards shall constitute general funds of the
Company.

       

      (b)           Corporate Action Constituting Grant
of Stock Awards.  Corporate action constituting a grant by the
Company of a Stock Award to any Participant shall be deemed completed as of the
date of such corporate action, unless otherwise determined by the Board,
regardless of when the instrument, certificate, or letter evidencing the Stock
Award is communicated to, or actually received or accepted by, the
Participant.

       

      (c)           Stockholder
Rights.  No Participant shall be deemed to be the holder of, or
to have any of the rights of a holder with respect to, any shares of Common
Stock subject to such Stock Award unless and until such Participant has
exercised the Stock Award pursuant to its terms and the Participant shall not be
deemed to be a stockholder of record until the issuance of the Common Stock
pursuant to such exercise has been entered into the books and records of the
Company.

       

      (d)           No Employment or Other Service
Rights.  Nothing in the Plan, any Stock Award Agreement or
other instrument executed thereunder or in connection with any Award granted
pursuant to the Plan shall confer upon any Participant any right to continue to
serve the Company or an Affiliate in the capacity in effect at the time the
Stock Award was granted or shall affect the right of the Company or an Affiliate
to terminate (i) the employment of an Employee with or without notice and with
or without cause, (ii) the service of a Consultant pursuant to the terms of such
Consultant’s agreement with the Company or an Affiliate, or (iii) the service of
a Director pursuant to the Bylaws of the Company or an Affiliate, and any
applicable provisions of the corporate law of the state in which the Company or
the Affiliate is incorporated, as the case may be.

       

      (e)           Incentive Stock Option $100,000
Limitation.  To the extent that the aggregate Fair Market Value
(determined at the time of grant) of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by any Optionholder
during any calendar year (under all plans of the Company and any Affiliates)
exceeds one hundred thousand dollars ($100,000), the Options or portions thereof
that exceed such limit (according to the order in which they were granted) shall
be treated as Nonstatutory Stock Options, notwithstanding any contrary provision
of the applicable Option Agreement(s).

       

      
        
          
          

        

        
          13.

          
            

          

        

        
          
          

        

      

      (f)           Investment
Assurances.  The Company may require a Participant, as a
condition of exercising or acquiring Common Stock under any Stock Award, (i) to
give written assurances satisfactory to the Company as to the Participant’s
knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to
give written assurances satisfactory to the Company stating that the Participant
is acquiring Common Stock subject to the Stock Award for the Participant’s own
account and not with any present intention of selling or otherwise distributing
the Common Stock.  The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (A) the issuance of
the shares upon the exercise or acquisition of Common Stock under the Stock
Award has been registered under a then currently effective registration
statement under the Securities Act, or (B) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities
laws.  The Company may, upon advice of counsel to the Company, place
legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the Common
Stock.

       

      (g)           Withholding
Obligations.  Unless prohibited by the terms of a Stock Award
Agreement, the Company may, in its sole discretion, satisfy any federal, state
or local tax withholding obligation relating to an Award by any of the following
means (in addition to the Company’s right to withhold from any compensation paid
to the Participant by the Company) or by a combination of such means: (i)
causing the Participant to tender a cash payment; (ii)  withholding
shares of Common Stock from the shares of Common Stock issued or otherwise
issuable to the Participant in connection with the Award; (iii) withholding cash
from an Award settled in cash; or (iv) by such other method as may be set forth
in the Award Agreement.

       

      (h)           Electronic
Delivery.  Any reference herein to a “written” agreement or
document shall include any agreement or document delivered electronically or
posted on the Company’s intranet.

       

      (i)           Deferrals.  To the
extent permitted by applicable law, the Board, in its sole discretion, may
determine that the delivery of Common Stock or the payment of cash, upon the
exercise, vesting or settlement of all or a portion of any Award may be deferred
and may establish programs and procedures for deferral elections to be made by
Participants.  Deferrals by Participants will be made in accordance
with Section 409A of the Code. Consistent with Section 409A of the Code, the
Board may provide for distributions while a Participant is still an
employee.  The Board is authorized to make deferrals of Stock Awards
and determine when, and in what annual percentages, Participants may receive
payments, including lump sum payments, following the Participant’s termination
of employment or retirement, and implement such other terms and conditions
consistent with the provisions of the Plan and in accordance with applicable
law.

       

      (j)           Compliance with Section 409A of the
Code.  To the extent that the Board 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
necessary to avoid the consequences specified in Section 409A(a)(1) 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 or amended after the Effective Date.  Notwithstanding any
provision of the Plan to the contrary, in the event that following the Effective
Date the Board 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 Board 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 Board determines
are necessary or appropriate to (i) 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 (ii) comply with the requirements of 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 or amended after the Effective Date.

       

      
        
          
          

        

        
          14.

          
            

          

        

        
          
          

        

      

      9.           Adjustments
upon Changes in Common Stock; Other Corporate Events.

       

      (a)           Capitalization
Adjustments.  In the event of a Capitalization Adjustment, the
Board shall appropriately adjust: (i) the class(es) and maximum number of
securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and
maximum number of securities that may be issued pursuant to the exercise of
Incentive Stock Options pursuant to Section 3(d), (iii) the class(es) and
maximum number of securities that may be awarded to any person pursuant to
Section 3(d) and 6(d)(i) , and (iv) the class(es) and number of securities and
price per share of stock subject to outstanding Stock Awards.  The
Board shall make such adjustments, and its determination shall be final, binding
and conclusive.

       

      (b)           Dissolution or
Liquidation.  Except as otherwise provided in the Stock Award
Agreement, in the event of a dissolution or liquidation of the Company, all
outstanding Stock Awards (other than Stock Awards consisting of vested and
outstanding shares of Common Stock not subject to the Company’s right of
repurchase) shall terminate immediately prior to the completion of such
dissolution or liquidation, and the shares of Common Stock subject to the
Company’s repurchase option may be repurchased by the Company notwithstanding
the fact that the holder of such Stock Award is providing Continuous Service,
provided, however, that
the Board may, in its sole discretion, cause some or all Stock Awards to become
fully vested, exercisable and/or no longer subject to repurchase or forfeiture
(to the extent such Stock Awards have not previously expired or terminated)
before the dissolution or liquidation is completed but contingent on its
completion.

       

      (c)           Corporate Transaction.
  The following provisions shall apply to Stock Awards in the
event of a Corporate Transaction unless otherwise provided in the instrument
evidencing the Stock Award or any other written agreement between the Company or
any Affiliate and the Participant or unless otherwise expressly provided by the
Board at the time of grant of a Stock Award.

       

      
        
          
          

        

        
          15.

          
            

          

        

        
          
          

        

      

      (i)           Stock Awards May Be
Assumed.  Except as otherwise stated in the Stock Award
Agreement, in the event of a Corporate Transaction, any surviving corporation or
acquiring corporation (or the surviving or acquiring corporation’s parent
company) may assume or continue any or all Stock Awards outstanding under the
Plan or may substitute similar stock awards for Stock Awards outstanding under
the Plan (including but not limited to, awards to acquire the same consideration
paid to the stockholders of the Company pursuant to the Corporate Transaction),
and any reacquisition or repurchase rights held by the Company in respect of
Common Stock issued pursuant to Stock Awards may be assigned by the Company to
the successor of the Company (or the successor’s parent company, if any), in
connection with such Corporate Transaction.  A surviving corporation
or acquiring corporation (or its parent) may choose to assume or continue only a
portion of a Stock Award or substitute a similar stock award for only a portion
of a Stock Award.  The terms of any assumption, continuation or
substitution shall be set by the Board in accordance with the provisions of
Section 2.

       

      (ii)           Stock Awards Held by Current
Participants.  Except as otherwise stated in the Stock Award
Agreement, in the event of a Corporate Transaction in which the surviving
corporation or acquiring corporation (or its parent company) does not assume or
continue such outstanding Stock Awards or substitute similar stock awards for
such outstanding Stock Awards, then with respect to Stock Awards that have not
been assumed, continued or substituted and that are held by Participants whose
Continuous Service has not terminated prior to the effective time of the
Corporate Transaction (referred to as the “Current
Participants”), the vesting of such Stock Awards (and, with respect to
Options and Stock Appreciation Rights, the time at which such Stock Awards may
be exercised) shall  be accelerated in full to a date prior to the
effective time of such Corporate Transaction (contingent upon the effectiveness
of the Corporate Transaction) as the Board shall determine (or, if the Board
shall not determine such a date, to the date that is five (5) days prior to the
effective time of the Corporate Transaction), and such Stock Awards shall
terminate if not exercised (if applicable) at or prior to the effective time of
the Corporate Transaction, and any reacquisition or repurchase rights held by
the Company with respect to such Stock Awards shall lapse (contingent upon the
effectiveness of the Corporate Transaction).

       

      (iii)           Stock Awards Held by Persons other
than Current Participants.  Except as otherwise stated in the
Stock Award Agreement, in the event of a Corporate Transaction in which the
surviving corporation or acquiring corporation (or its parent company) does not
assume or continue such outstanding Stock Awards or substitute similar stock
awards for such outstanding Stock Awards, then with respect to Stock Awards that
have not been assumed, continued or substituted and that are held by persons
other than Current Participants, such Stock Awards shall terminate if not
exercised (if applicable) prior to the effective time of the Corporate
Transaction; provided,
however, that any reacquisition or repurchase rights held by the Company
with respect to such Stock Awards shall not terminate and may continue to be
exercised notwithstanding the Corporate Transaction.

       

      (iv)           Payment for Stock Awards in Lieu of
Exercise.  Notwithstanding the foregoing, in the event a Stock
Award will terminate if not exercised prior to the effective time of a Corporate
Transaction, the Board may provide, in its sole discretion, that the holder of
such Stock Award may not exercise such Stock Award but will receive a payment,
in such form as may be determined by the Board, equal in value to the excess, if
any, of (A) the value of the property the holder of the Stock Award would have
received upon the exercise of the Stock Award (including, at the discretion of
the Board, any unvested portion of such Stock Award), over (B) any exercise
price payable by such holder in connection with such exercise.

       

      
        
          
          

        

        
          16.

          
            

          

        

        
          
          

        

      

      (d)           Change in
Control.  A Stock Award may be subject to additional
acceleration of vesting and exercisability upon or after a Change in Control as
may be provided in the Stock Award Agreement for such Stock Award or as may be
provided in any other written agreement between the Company or any Affiliate and
the Participant, but in the absence of such provision, no such acceleration
shall occur.

       

      10.           Termination
or Suspension of the Plan.

       

      (a)           Plan Term.  Unless
sooner terminated by the Board pursuant to Section 2, the Plan shall
automatically terminate on the day before the tenth (10th) anniversary of the
date the Plan is adopted by the Board or approved by the stockholders of the
Company, whichever is earlier.  No Awards may be granted under the
Plan while the Plan is suspended or after it is terminated.

       

      (b)           No Impairment of
Rights.  Termination of the Plan shall not impair rights and
obligations under any Award granted while the Plan is in effect except with the
written consent of the affected Participant.

       

      11.           Effective
Date of Plan.

       

      This Plan
shall become effective on the Effective Date.

       

      12.           Choice
of Law.

       

      The law
of the State of Delaware shall govern all questions concerning the construction,
validity and interpretation of this Plan, without regard to such state’s
conflict of laws rules.

       

      13.           Definitions.   As
used in the Plan, the definitions contained in this Section 13 shall apply to
the capitalized terms indicated below:

       

      (a)           “Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company
as such terms are defined in Rule 405 of the Securities Act.  The
Board shall have the authority to determine the time or times at which “parent”
or “subsidiary” status is determined within the foregoing
definition.

       

      (b)           “Award”
means a Stock Award or a Performance Cash Award.

       

      (c)           “Board”
means the Board of Directors of the Company.

       

      (d)           “Capitalization
Adjustment” means any change that is made in, or other events that occur
with respect to, the Common Stock subject to the Plan or subject to any Stock
Award after the Effective Date without the receipt of consideration by the
Company (through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or other transaction not involving the receipt of
consideration by the Company.  Notwithstanding the foregoing, the
conversion of any convertible securities of the Company shall not be treated as
a transaction “without receipt of consideration” by the Company.

       

      
        
          
          

        

        
          17.

          
            

          

        

        
          
          

        

      

      (e)           “Change in
Control” means the occurrence, in a single transaction or in a series of
related transactions, of any one or more of the following events:

       

      (i)           any
Exchange Act Person becomes the Owner, directly or indirectly, of securities of
the Company representing more than fifty percent (50%) of the combined voting
power of the Company’s then outstanding securities other than by virtue of a
merger, consolidation or similar transaction.  Notwithstanding the
foregoing, a Change in Control shall not be deemed to occur (A) on account of
the acquisition of securities of the Company by an investor, any affiliate
thereof or any other Exchange Act Person from the Company in a transaction or
series of related transactions the primary purpose of which is to obtain
financing for the Company through the issuance of equity securities or (B)
solely because the level of Ownership held by any Exchange Act Person (the “Subject
Person”) exceeds the designated percentage threshold of the outstanding
voting securities as a result of a repurchase or other acquisition of voting
securities by the Company reducing the number of shares outstanding, provided
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of voting securities by the Company, and after
such share acquisition, the Subject Person becomes the Owner of any additional
voting securities that, assuming the repurchase or other acquisition had not
occurred, increases the percentage of the then outstanding voting securities
Owned by the Subject Person over the designated percentage threshold, then a
Change in Control shall be deemed to occur;

       

      (ii)           there
is consummated a merger, consolidation or similar transaction involving
(directly or indirectly) the Company and, immediately after the consummation of
such merger, consolidation or similar transaction, the stockholders of the
Company immediately prior thereto do not Own, directly or indirectly, either (A)
outstanding voting securities representing more than fifty percent (50%) of the
combined outstanding voting power of the surviving Entity in such merger,
consolidation or similar transaction or (B) more than fifty percent (50%) of the
combined outstanding voting power of the parent of the surviving Entity in such
merger, consolidation or similar transaction, in each case in substantially the
same proportions as their Ownership of the outstanding voting securities of the
Company immediately prior to such transaction;

       

      (iii)           the
stockholders of the Company approve or the Board approves a plan of complete
dissolution or liquidation of the Company, or a complete dissolution or
liquidation of the Company shall otherwise occur, except for a liquidation into
a parent corporation;

       

      (iv)           there
is consummated a sale, lease, exclusive license or other disposition of all or
substantially all of the consolidated assets of the Company and its
Subsidiaries, other than a sale, lease, license or other disposition of all or
substantially all of the consolidated assets of the Company and its Subsidiaries
to an Entity, more than fifty percent (50%) of the combined voting power of the
voting securities of which are Owned by stockholders of the Company in
substantially the same proportions as their Ownership of the outstanding voting
securities of the Company immediately prior to such sale, lease, license or
other disposition; or

       

      
        
          
          

        

        
          18.

          
            

          

        

        
          
          

        

      

      (v)           individuals
who, on the date this Plan is adopted by the Board, are members of the Board
(the “Incumbent
Board”) cease for any reason to constitute at least a majority of the
members of the Board; provided, however, that if
the appointment or election (or nomination for election) of any new Board member
was approved or recommended by a majority vote of the members of the Incumbent
Board then still in office, such new member shall, for purposes of this Plan, be
considered as a member of the Incumbent Board.

       

      For the
avoidance of doubt, the term Change in Control shall not include a sale of
assets, merger or other transaction effected exclusively for the purpose of
changing the domicile of the Company.

       

      Notwithstanding
the foregoing or any other provision of this Plan, the definition of Change in
Control (or any analogous term) in an individual written agreement between the
Company or any Affiliate and the Participant shall supersede the foregoing
definition with respect to Awards subject to such agreement; provided, however, that if no
definition of Change in Control or any analogous term is set forth in such an
individual written agreement, the foregoing definition shall apply.

       

      (f)           “Code”
means the Internal Revenue Code of 1986, as amended.

       

      (g)           “Committee”
means a committee of one (1) or more Directors to whom authority has been
delegated by the Board in accordance with Section 2(c).

       

      (h)           “Common
Stock” means the common stock of the Company.

       

      (i)           “Company”
means Website Pros, Inc., a Delaware corporation.

       

      (j)           “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an
Affiliate to render consulting or advisory services and is compensated for such
services, or (ii) serving as a member of the board of directors of an Affiliate
and is compensated for such services.  However, service solely as a
Director, or payment of a fee for such service, shall not cause a Director to be
considered a “Consultant” for purposes of the Plan.

       

      (k)           “Continuous
Service” means that the Participant’s service with the Company or an
Affiliate, whether as an Employee, Director or Consultant, is not interrupted or
terminated.  A change in the capacity in which the Participant renders
service to the Company or an Affiliate as an Employee, Consultant or Director or
a change in the entity for which the Participant renders such service, provided
that there is no interruption or termination of the Participant’s service with
the Company or an Affiliate, shall not terminate a Participant’s Continuous
Service.  For example, a change in status from an employee of the
Company to a consultant to an Affiliate or to a Director shall not constitute an
interruption of Continuous Service.  To the extent permitted by law,
the Board or the chief executive officer of the Company, in that party’s sole
discretion, may determine whether Continuous Service shall be considered
interrupted in the case of any leave of absence approved by that party,
including sick leave, military leave or any other personal
leave.  Notwithstanding the foregoing, a leave of absence shall be
treated as Continuous Service for purposes of vesting in a Stock Award only to
such extent as may be provided in the Company’s leave of absence policy, in the
written terms of any leave of absence agreement or policy applicable to the
Participant, or as otherwise required by law.

       

      
        
          
          

        

        
          19.

          
            

          

        

        
          
          

        

      

      (l)           “Corporate
Transaction” means the occurrence, in a single transaction or in a series
of related transactions, of any one or more of the following
events:

       

      (i)           a
sale or other
disposition of all or substantially all, as determined by the Board in its sole
discretion, of the consolidated assets of the Company and its
Subsidiaries;

       

      (ii)           a
sale or other disposition of at least ninety percent (90%) of the outstanding
securities of the Company;

       

      (iii)           the
consummation of a merger, consolidation or similar transaction following which
the Company is not the surviving corporation; or

       

      (iv)           the
consummation of a merger, consolidation or similar transaction following which
the Company is the surviving corporation but the shares of Common Stock
outstanding immediately preceding the merger, consolidation or similar
transaction are converted or exchanged by virtue of the merger, consolidation or
similar transaction into other property, whether in the form of securities, cash
or otherwise.

       

      (m)           “Covered
Employee” shall have the meaning provided in Section 162(m)(3) of the
Code and the regulations promulgated thereunder.

       

      (n)           “Director”
means a member of the Board.

       

      (o)           “Disability”
means, with respect to a Participant,  the inability of such
Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than twelve (12) months, as provided in Section 22(e)(3) and 409A(a)(2)(c)(i) of
the Code.

       

      (p)           “Effective
Date” means the effective date of this Plan document, which is the date
of the annual meeting of stockholders of the Company held in 2008 provided this
Plan is approved by the Company’s stockholders at such meeting.

       

      (q)           “Employee”
means any person employed by the Company or an Affiliate.  However,
service solely as a Director, or payment of a fee for such services, shall not
cause a Director to be considered an “Employee” for purposes of the
Plan.

       

      (r)           “Entity”
means a corporation, partnership, limited liability company or other
entity.

       

      (s)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

       

      (t)           “Exchange Act
Person” means any natural person, Entity or “group” (within the meaning
of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act
Person” shall not include (i) the Company or any Subsidiary of the Company, (ii)
any employee benefit plan of the Company or any Subsidiary of the Company or any
trustee or other fiduciary holding securities under an employee benefit plan of
the Company or any Subsidiary of the Company, (iii) an underwriter temporarily
holding securities pursuant to an offering of such securities, (iv) an Entity
Owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their Ownership of stock of the Company;
or (v) any natural person, Entity or “group” (within the meaning of Section
13(d) or 14(d) of the Exchange Act) that, as of the Effective Date of the Plan
as set forth in Section 11, is the Owner, directly or indirectly, of securities
of the Company representing more than fifty percent (50%) of the combined voting
power of the Company’s then outstanding securities.

       

      
        
          
          

        

        
          20.

          
            

          

        

        
          
          

        

      

      (u)           “Fair Market
Value” means, as of any date, the value of the Common Stock determined as
follows:

       

      (i)           If
the Common Stock is listed on any established stock exchange or traded on the
Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value of a
share of Common Stock shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or market (or
the exchange or market with the greatest volume of trading in the Common Stock)
on the date in question, as reported in The Wall Street Journal or
such other source as the Board deems reliable. Unless otherwise provided by the
Board, if there is no closing sales price (or closing bid if no sales were
reported) for the Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price (or closing bid if no sales were
reported) on the last preceding date for which such quotation
exists.

       

      (ii)           In
the absence of such markets for the Common Stock, the Fair Market Value shall be
determined by the Board in good faith.

       

      (v)           “Incentive Stock
Option” means an option granted pursuant to Section 5 of the Plan that is
intended to be, and qualifies as, an “incentive stock option” within the meaning
of Section 422 of the Code and the regulations promulgated
thereunder.

       

      (w)           “Non-Employee
Director” means a Director who
either (i) is not a current employee or officer of the Company or an Affiliate,
does not receive compensation, either directly or indirectly, from the Company
or an Affiliate for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act (“Regulation
S-K”)), does not possess an interest in any other transaction for which
disclosure would be required under Item 404(a) of Regulation S-K, and is not
engaged in a business relationship for which disclosure would be required
pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered
a “non-employee director” for purposes of Rule 16b-3.

       

      (x)           “Nonstatutory
Stock Option” means any option granted pursuant to Section 5 of the Plan
that does not qualify as an Incentive Stock Option.

       

      (y)           “Officer”
means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.

       

      
        
          
          

        

        
          21.

          
            

          

        

        
          
          

        

      

      (z)           “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase
shares of Common Stock granted pursuant to the Plan.

       

      (aa)           “Option
Agreement” means a written agreement between the Company and an
Optionholder evidencing the terms and conditions of an Option
grant.  Each Option Agreement shall be subject to the terms and
conditions of the Plan.

       

      (bb)           “Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if
permitted under the terms of this Plan, such other person who holds an
outstanding Option.

       

      (cc)           “Other Stock
Award” means an award based in whole or in part by reference to the
Common Stock which is granted pursuant to the terms and conditions of Section
6(d).

       

      (dd)           “Other Stock
Award Agreement” means a written agreement between the Company and a
holder of an Other Stock Award evidencing the terms and conditions of an Other
Stock Award grant.  Each Other Stock Award Agreement shall be subject
to the terms and conditions of the Plan.

       

      (ee)           “Outside
Director” means a Director who either (i) is not a current employee of
the Company or an “affiliated corporation” (within the meaning of Treasury
Regulations promulgated under Section 162(m) of the Code), is not a former
employee of the Company or an “affiliated corporation” who receives compensation
for prior services (other than benefits under a tax-qualified retirement plan)
during the taxable year, has not been an officer of the Company or an
“affiliated corporation,” and does not receive remuneration from the Company or
an “affiliated corporation,” either directly or indirectly, in any capacity
other than as a Director, or (ii) is otherwise considered an “outside director”
for purposes of Section 162(m) of the Code.

       

      (ff)           “Own,” “Owned,”
“Owner,” “Ownership” A person or Entity shall
be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired
“Ownership” of securities if such person or Entity, directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise, has
or shares voting power, which includes the power to vote or to direct the
voting, with respect to such securities.

       

      (gg)           “Participant”
means a person to whom an Award is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Stock Award.

       

      (hh)           “Performance Cash
Award” means an award of cash granted pursuant to the terms and
conditions of Section 6(d)(ii).

       

      (ii)           “Performance
Criteria” means the one or more criteria that the Board shall select for
purposes of establishing the Performance Goals for a Performance
Period.  The Performance Criteria that shall be used to establish such
Performance Goals may be based on any one of, or combination of, the following:
(i) earnings per share; (ii) earnings before interest, taxes and depreciation;
(iii) earnings before interest, taxes, depreciation and amortization; (iv) total
stockholder return; (v) return on equity; (vi) return on assets, investment, or
capital employed; (vii) operating margin; (viii) gross margin; (ix) operating
income; (x) net income (before or after taxes); (xi) net operating income; (xii)
net operating income after tax; (xiii) pre-tax profit; (xiv) operating cash
flow; (xv) sales or revenue targets; (xvi) increases in revenue or product
revenue; (xvii) expenses and cost reduction goals; (xviii) improvement in or
attainment of working capital levels; (xix) economic value added (or an
equivalent metric); (xx) market share; (xxi) cash flow; (xxii) cash flow per
share; (xxiii) share price performance; (xxiv) debt reduction; (xxv)
implementation or completion of projects or processes; (xxvi) customer
satisfaction; (xxvii) stockholders’ equity; and (xxviii) to the extent that an
Award is not intended to comply with Section 162(m) of the Code, other measures
of performance selected by the Board.  Partial achievement of the
specified criteria may result in the payment or vesting corresponding to the
degree of achievement as specified in the Stock Award Agreement or the written
terms of a Performance Cash Award.  The Board shall, in its sole
discretion, define the manner of calculating the Performance Criteria it selects
to use for such Performance Period.

       

      
        
          
          

        

        
          22.

          
            

          

        

        
          
          

        

      

      (jj)           “Performance
Goals” means, for a Performance Period, the one or more goals established
by the Board for the Performance Period based upon the Performance
Criteria.  Performance Goals may be based on a Company-wide basis,
with respect to one or more business units, divisions, Affiliates, or business
segments, and in either absolute terms or relative to the performance of one or
more comparable companies or the performance of one or more relevant
indices.  At the time of the grant of any Award, the Board is
authorized to determine whether, when calculating the attainment of Performance
Goals for a Performance Period: (i) to exclude restructuring and/or other
nonrecurring charges; (ii) to exclude exchange rate effects, as applicable, for
non-U.S. dollar denominated net sales and operating earnings; (iii) to exclude
the effects of changes to generally accepted accounting standards required by
the Financial Accounting Standards Board; (iv) to exclude the effects of any
statutory adjustments to corporate tax rates; and (v) to exclude the effects of
any “extraordinary items” as determined under generally accepted accounting
principles.  In addition, the Board retains the discretion to reduce
or eliminate the compensation or economic benefit due upon attainment of
Performance Goals.

       

      (kk)           “Performance
Period” means the period of time selected by the Board 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 Stock Award or a
Performance Cash Award.  Performance Periods may be of varying and
overlapping duration, at the sole discretion of the Board.

       

      (ll)           “Performance
Stock Award” means a Stock Award granted under the terms and conditions
of Section 6(d)(i).

       

      (mm)         “Plan”
means this Website Pros, Inc. 2008 Equity Incentive Plan.

       

      (nn)           “Restricted Stock
Award” means an award of shares of Common Stock which is granted pursuant
to the terms and conditions of Section 6(a).

       

      (oo)           “Restricted Stock
Award Agreement” means a written agreement between the Company and a
holder of a Restricted Stock Award evidencing the terms and conditions of a
Restricted Stock Award grant.  Each Restricted Stock Award Agreement
shall be subject to the terms and conditions of the Plan.

       

      
        
          
          

        

        
          23.

          
            

          

        

        
          
          

        

      

      (pp)           “Restricted Stock
Unit Award” means a right to receive shares of Common Stock which is
granted pursuant to the terms and conditions of Section 6(b).

       

      (qq)           “Restricted Stock
Unit Award Agreement” means a written agreement between the Company and a
holder of a Restricted Stock Unit Award evidencing the terms and conditions of a
Restricted Stock Unit Award grant.  Each Restricted Stock Unit Award
Agreement shall be subject to the terms and conditions of the Plan.

       

      (rr)           “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any
successor to Rule 16b-3, as in effect from time to time.

       

      (ss)           “Securities
Act” means the Securities Act of 1933, as amended.

       

      (tt)           “Stock
Appreciation Right” means a right to receive the appreciation on Common
Stock that is granted pursuant to the terms and conditions of Section
6(c).

       

      (uu)           “Stock
Appreciation Right Agreement” means a written agreement between the
Company and a holder of a Stock Appreciation Right evidencing the terms and
conditions of a Stock Appreciation Right grant.  Each Stock
Appreciation Right Agreement shall be subject to the terms and conditions of the
Plan.

       

      (vv)           “Stock
Award” means any right to receive Common Stock granted under the Plan,
including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted
Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a
Performance Stock Award or any Other Stock Award.

       

      (ww)         “Stock Award
Agreement” means a written agreement between the Company and a
Participant evidencing the terms and conditions of a Stock Award
grant.  Each Stock Award Agreement shall be subject to the terms and
conditions of the Plan.

       

      (xx)           “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than fifty
percent (50%) of the outstanding capital stock having ordinary voting power to
elect a majority of the board of directors of such corporation (irrespective of
whether, at the time, stock of any other class or classes of such corporation
shall have or might have voting power by reason of the happening of any
contingency) is at the time, directly or indirectly, Owned by the Company, and
(ii) any partnership, limited liability company or other entity in which the
Company has a direct or indirect interest (whether in the form of voting or
participation in profits or capital) of more than fifty percent
(50%).

       

      (yy)           “Ten Percent
Stockholder” means a person who Owns (or is deemed to Own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or any
Affiliate.

       

    

    
       

      
        
          
          

        

        
          24.