ex101.htm


    EXHIBIT
10.1

    


    MEDEFILE
INTERNATIONAL, INC.

    2010
INCENTIVE STOCK PLAN

    


    THIS MEDEFILE INTERNATIONAL, INC.
2010 INCENTIVE STOCK PLAN (the "Plan") is designed to retain
directors, executives and selected employees and consultants and reward them for
making major contributions to the success of the Company.  These
objectives are accomplished by making long-term incentive awards under the Plan
thereby providing Participants with a proprietary interest in the growth and
performance of the Company.

    


    1.           Definitions.

     

    
      	
              (a) 

            	
              "Board" - The Board of
      Directors of the Company.

            


    

     

    
      	
              (b) 

            	
              "Code" - The Internal
      Revenue Code of 1986, as amended from time to
  time.

            


    

     

    
      	
              (c) 

            	
              "Committee" - The
      Compensation Committee of the Company's Board, or such other committee of
      the Board that is designated by the Board to administer the Plan, composed
      of not less than two members of the Board all of whom are disinterested
      persons, as contemplated by Rule 16b-3 ("Rule 16b-3") promulgated
      under the Exchange Act.

            


    

     

    
      	
              (d) 

            	
              "Company" – Medefile
      International, Inc. and its subsidiaries including subsidiaries of
      subsidiaries.

            


    

     

    
      	
              (e) 

            	
              "Exchange Act" - The
      Securities Exchange Act of 1934, as amended from time to
    time.

            


    

     

    
      	
              (f) 

            	
              "Fair Market Value" - The
      fair market value of the Company's issued and outstanding Stock as
      determined in good faith by the Board or
  Committee.

            


    

     

    
      	
              (g) 

            	
              "Grant" - The grant of
      any form of stock option, stock award, or stock purchase offer, whether
      granted singly, in combination or in tandem, to a Participant pursuant to
      such terms, conditions and limitations as the Committee may establish in
      order to fulfill the objectives of the
Plan.

            


    

     

    
      	
              (h) 

            	
              "Grant Agreement" - An
      agreement between the Company and a Participant that sets forth the terms,
      conditions and limitations applicable to a
  Grant.

            


    

     

    
      	
              (i) 

            	
              "Option" - Either an
      Incentive Stock Option, in accordance with Section 422 of Code, or a
      Nonstatutory Option, to purchase the Company's Stock that may be awarded
      to a Participant under the Plan.  A Participant who receives an
      award of an Option shall be referred to as an "Optionee."

            


    

     

    
      	
              (j) 

            	
              "Participant" - A
      director, officer, employee or consultant of the Company to whom an Award
      has been made under the Plan.

            


    

     

    
      	
              (k) 

            	
              "Restricted Stock Purchase
      Offer" - A Grant of the right to purchase a specified number of
      shares of Stock pursuant to a written agreement issued under the
      Plan.

            


    

     

    
      	
              (l) 

            	
              "Securities Act" - The
      Securities Act of 1933, as amended from time to
  time.

            


    

     

    
      	
              (m) 

            	
              "Stock" - Authorized and
      issued or unissued shares of common stock of the
  Company.

            


    

     

    
      	
              (n) 

            	
              "Stock Award" - A Grant
      made under the Plan in stock or denominated in units of stock for which
      the Participant is not obligated to pay additional
      consideration.

            


    

     

    
      
         

      

      
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    2.           Administration.
The Plan shall be administered by the Board, provided however, that the Board
may delegate such administration to the Committee. Subject to the provisions of
the Plan, the Board and/or the Committee shall have authority to (a) grant, in
its discretion, Incentive Stock Options in accordance with Section 422 of the
Code, or Nonstatutory Options, Stock Awards or Restricted Stock Purchase Offers;
(b) determine in good faith the fair market value of the Stock covered by any
Grant; (c) determine which eligible persons shall receive Grants and the number
of shares, restrictions, terms and conditions to be included in such Grants; (d)
construe and interpret the Plan; (e) promulgate, amend and rescind rules and
regulations relating to its administration, and correct defects, omissions and
inconsistencies in the Plan or any Grant; (f) consistent with the Plan and with
the consent of the Participant, as appropriate, amend any outstanding Grant or
amend the exercise date or dates thereof; (g) determine the duration and purpose
of leaves of absence which may be granted to Participants without constituting
termination of their employment for the purpose of the Plan or any Grant; and
(h) make all other determinations necessary or advisable for the Plan's
administration. The interpretation and construction by the Board of any
provisions of the Plan or selection of Participants shall be conclusive and
final. No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Grant made
thereunder.

    


    
      	
              3. 

            	
              Eligibility.

            


    

    


    (a)           General.
The persons who shall be eligible to receive Grants shall be directors,
officers, employees or consultants to the Company. The term consultant shall
mean any person, other than an employee, who is engaged by the Company to render
services and is compensated for such services. An Optionee may hold more than
one Option. Any issuance of a Grant to an officer or director of the Company
subsequent to the first registration of any of the securities of the Company
under the Exchange Act shall comply with the requirements of Rule
16b-3.

    


    (b)           Incentive
Stock Options.  Incentive
Stock Options may only be issued to employees of the Company. Incentive Stock
Options may be granted to officers or directors, provided they are also
employees of the Company. Payment of a director's fee shall not be sufficient to
constitute employment by the Company.

    


    The Company shall not grant an
Incentive Stock Option under the Plan to any employee if such Grant would result
in such employee holding the right to exercise for the first time in any one
calendar year, under all Incentive Stock Options granted under the Plan or any
other plan maintained by the Company, with respect to shares of Stock having an
aggregate fair market value, determined as of the date of the Option is granted,
in excess of $100,000.  Should it be determined that an Incentive
Stock Option granted under the Plan exceeds such maximum for any reason other
than a failure in good faith to value the Stock subject to such option, the
excess portion of such option shall be considered a Nonstatutory
Option.  To the extent the employee holds two (2) or more such Options
which become exercisable for the first time in the same calendar year, the
foregoing limitation on the exercisability of such Option as Incentive Stock
Options under the Federal tax laws shall be applied on the basis of the order in
which such Options are granted. If, for any reason, an entire Option does not
qualify as an Incentive Stock Option by reason of exceeding such maximum, such
Option shall be considered a Nonstatutory Option.

    


    (c)           Nonstatutory
Option.  The
provisions of the foregoing Section 3(b) shall not apply to any Option
designated as a Nonstatutory Option or which sets forth the intention of the
parties that the Option be a Nonstatutory Option.

    


    (d)           Stock
Awards and Restricted Stock Purchase Offers.  The
provisions of this Section 3 shall not apply to any Stock Award or Restricted
Stock Purchase Offer under the Plan.

    


    
      	
              4. 

            	
              Stock.

            


    

    


    (a)           Authorized
Stock.   Stock
subject to Grants may be either unissued or reacquired Stock.

    


    (b)           Number of
Shares.  Subject
to adjustment as provided in Section 5(i) of the Plan, the total number of
shares of Stock which may be purchased or granted directly by Options, Stock
Awards or Restricted Stock Purchase Offers, or purchased indirectly through
exercise of Options granted under the Plan shall not exceed Three Hundred Thirty
Million (330,000,000) shares.  If any Grant shall for any reason
terminate or expire, any shares allocated thereto but remaining unpurchased upon
such expiration or termination shall again be available for Grants with respect
thereto under the Plan as though no Grant had previously occurred with respect
to such shares.  Any shares of Stock issued pursuant to a Grant and
repurchased pursuant to the terms thereof shall be available for future Grants
as though not previously covered by a Grant.

     

    
      
         

      

      
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    (c)           Reservation
of Stock.  The Company shall reserve and keep available at all
times during the term of the Plan such number of shares Stock as shall be
sufficient to satisfy the requirements of the Plan.  If, after
reasonable efforts, which efforts shall not include the registration of the Plan
or Grants under the Securities Act, the Company is unable to obtain authority
from any applicable regulatory body, which authorization is deemed necessary by
legal counsel for the Company for the lawful issuance of shares of Stock
hereunder, the Company shall be relieved of any liability with respect to its
failure to issue and sell the shares of Stock for which such requisite authority
was so deemed necessary unless and until such authority is
obtained.

    


    (d)           Application
of Funds.  The proceeds received by the Company from the sale
of Stock pursuant to the exercise of Options or rights under Stock Purchase
Agreements will be used for general corporate purposes.

    


    (e)           No
Obligation to Exercise.  The issuance of a Grant shall impose
no obligation upon the Participant to exercise any rights under such
Grant.

    


    5.           Terms and
Conditions of Options.  Options granted hereunder shall be
evidenced by agreements between the Company and the respective Optionees, in
such form and substance as the Board or Committee shall from time to time
approve. The form of Incentive Stock Option Agreement attached hereto as Exhibit
A and the three forms of a Nonstatutory Stock Option Agreement for
employees, for directors and for consultants, attached hereto as Exhibit
B-1,
Exhibit
B-2 and Exhibit
B-3,
respectively, shall be deemed to be approved by the Board.  Option
agreements need not be identical, and in each case may include such provisions
as the Board or Committee may determine, but all such agreements shall be
subject to and limited by the following terms and conditions:

    


    (a)           Number of
Shares.  Each Option shall state the number of shares to which
it pertains.

    


    (b)           Exercise
Price.  Each Option shall state the exercise
price.

    


    (c)           Medium
and Time of Payment.  The exercise price shall become
immediately due upon exercise of the Option and shall be paid in cash or check
made payable to the Company. Should the Company's outstanding Stock be
registered under Section 12(g) of the Exchange Act at the time the Option is
exercised, then the exercise price may also be paid as follows:

    


    (i)           in
shares of Stock held by the Optionee for the requisite period necessary to avoid
a charge to the Company's earnings for financial reporting purposes and valued
at Fair Market Value on the exercise date, or

    


    (ii)           through
a special sale and remittance procedure pursuant to which the Optionee shall
concurrently provide irrevocable written instructions (A) to a Company
designated brokerage firm to effect the immediate sale of the purchased shares
of Stock and remit to the Company, out of the sale proceeds available on the
settlement date, sufficient funds to cover the aggregate exercise price payable
for the purchased shares plus all applicable Federal, state and local income and
employment taxes required to be withheld by the Company by reason of such
purchase and (B) to the Company to deliver the certificates for the purchased
shares of Stock directly to such brokerage firm in order to complete the sale
transaction.

     

    
      
         

      

      
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    At the
discretion of the Board, exercisable either at the time of Option grant or of
Option exercise, the exercise price may also be paid (X) by Optionee's delivery
of a promissory note in form and substance satisfactory to the Company and
permissible under applicable securities rules and bearing interest at a rate
determined by the Board in its sole discretion, but in no event less than the
minimum rate of interest required to avoid the imputation of compensation income
to the Optionee under the Federal tax laws, or (Y) in such other form of
consideration permitted by the State of Nevada corporations law as may be
acceptable to the Board.

    


    (d)          Term and
Exercise of Options.  Any Option granted to an employee of the
Company shall become exercisable over a period of no longer than ten (10) years.
No Option shall be exercisable, in whole or in part, prior to one (1) year from
the date it is granted unless the Board shall specifically determine otherwise,
as provided herein.  In no event shall any Option be exercisable after
the expiration of ten (10) years from the date it is granted.  Unless
otherwise specified by the Board or the Committee in the resolution authorizing
such Option, the date of grant of an Option shall be deemed to be the date upon
which the Board or the Committee authorizes the granting of such
Option.

    


    Each
Option shall be exercisable to the nearest whole share of Stock, in installments
or otherwise, as the respective Option agreements may provide.  During
the lifetime of an Optionee, the Option shall be exercisable only by the
Optionee and shall not be assignable or transferable by the Optionee, and no
other person shall acquire any rights therein. To the extent not exercised,
installments (if more than one) shall accumulate, but shall be exercisable, in
whole or in part, only during the period for exercise as stated in the Option
agreement, whether or not other installments are then exercisable.

    


    (e)           Termination
of Status as Employee, Consultant or Director.  If Optionee's
status as an employee shall terminate for any reason other than Optionee's
disability or death, then Optionee (or if the Optionee shall die after such
termination, but prior to exercise, Optionee's personal representative or the
person entitled to succeed to the Option) shall have the right to exercise the
portions of any of Optionee's Incentive Stock Options which were exercisable as
of the date of such termination, in whole or in part, not less than thirty (30)
days nor more than three (3) months after such termination (or, in the event of
"termination for good
cause" as that term is defined in Nevada case law related thereto, or by
the terms of the Plan or the Option Agreement or an employment agreement, the
Option shall automatically terminate as of the termination of employment as to
all shares of Stock covered by the Option).

    


    With
respect to Nonstatutory Options granted to employees, directors or consultants,
the Board may specify such period for exercise, not less than thirty (30) days
(except that in the case of "termination for cause" or
removal of a director), the Option shall automatically terminate as of the
termination of employment or services as to shares of Stock covered by the
Option, following termination of employment or services as the Board deems
reasonable and appropriate. The Option may be exercised only with respect to
installments that the Optionee could have exercised at the date of termination
of employment or services. Nothing contained herein or in any Option granted
pursuant hereto shall be construed to affect or restrict in any way the right of
the Company to terminate the employment or services of an Optionee with or
without cause.

    


    (f)           Disability
of Optionee.  If an Optionee is disabled (within the meaning of
Section 22(e)(3) of the Code) at the time of termination, the three (3) month
period set forth in Section 5(e) shall be a period, as determined by the Board
and set forth in the Option, of not less than six (6) months nor more than
one(1)  year after such termination.

     

    (g)           Death of
Optionee.  If an Optionee dies while employed by, engaged as a
consultant to, or serving as a Director of the Company, the portion of such
Optionee's Option which was exercisable at the date of death may be exercised,
in whole or in part, by the estate of the decedent or by a person succeeding to
the right to exercise such Option at any time within (i) a period, as determined
by the Board and set forth in the Option, of not less than six (6) months nor
more than one (1) year after Optionee's death, which period shall not be more,
in the case of a Nonstatutory Option, than the period for exercise following
termination of employment or services, or (ii) during the remaining term of the
Option, whichever is the lesser. The Option may be so exercised only with
respect to installments exercisable at the time of Optionee's death and not
previously exercised by the Optionee.

    


    (h)           Nontransferability
of Option.  No Option shall be transferable by the Optionee,
except by will or by the laws of descent and distribution.

    


    (i)           
Recapitalization,
Reorganization, Other Corporate Events.  Subject to any
required action of stockholders, the number of shares of Stock covered by each
outstanding Option, and the exercise price per share thereof set forth in each
such Option, shall be proportionately adjusted for any increase or decrease in
the number of issued shares of Stock of the Company resulting from a stock
split, stock dividend, combination, subdivision or reclassification of shares,
or the payment of a stock dividend, or any other increase or decrease in the
number of such shares affected without receipt of consideration by the Company;
provided, however, the conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of
consideration" by the Company.  The Committee shall determine
whether such change equitably requires an adjustment in the aggregate number of
shares reserved for issuance under the Plan.  Any adjustment required
by this Section 5(i) shall be made by the Committee, in good faith, whose
determination will be final, binding and conclusive.

     

    
      
         

      

      
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    In the
event of a proposed dissolution or liquidation of the Company, a merger or
consolidation in which the Company is not the surviving entity, or a sale of all
or substantially all of the assets or capital stock of the Company
(collectively, a "Reorganization"), unless
otherwise provided by the Board, the outstanding Options shall terminate
immediately prior to such date as is determined by the Board, which date shall
be no later than the consummation of such Reorganization.  In such
event, if the entity which shall be the surviving entity does not tender to
Optionee an offer, for which it has no obligation to do so, to substitute for
any unexercised Option a stock option or capital stock of such surviving of such
surviving entity, as applicable, which on an equitable basis shall provide the
Optionee with substantially the same economic benefit as such unexercised
Option, then the Board may grant to such Optionee, in its sole and absolute
discretion and without obligation, the right for a period commencing thirty (30)
days prior to and ending immediately prior to the date determined by the Board
pursuant hereto for termination of the Option or during the remaining term of
the Option, whichever is the lesser, to exercise any unexpired Option or Options
without regard to the installment provisions of Paragraph 6(d) of the Plan;
provided, that any such right granted shall be granted to all Optionees not
receiving an offer to receive substitute options on a consistent basis, and
provided further, that any such exercise shall be subject to the consummation of
such Reorganization.

    


    Subject
to any required action of stockholders, if the Company shall be the surviving
entity in any merger or consolidation, each outstanding Option thereafter shall
pertain to and apply to the securities to which a holder of shares of Stock
equal to the shares subject to the Option would have been entitled by reason of
such merger or consolidation.  In the event of a change in the Stock
of the Company as presently constituted, which is limited to a change of all of
its authorized shares par value $0.001 into the same number of shares with a
different par value, the shares of Stock resulting from any such change shall be
deemed to be the Stock within the meaning of the Plan.

    


    To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive.  Except as
expressly provided in this Section 5(i), the Optionee shall have no rights by
reason of any subdivision or consolidation of shares of Stock of any class or
the payment of any stock dividend or any other increase or decrease in the
number of shares of stock of any class, and the number or price of shares of
Stock subject to any Option shall not be affected by, and no adjustment shall be
made by reason of, any dissolution, liquidation, merger, consolidation or sale
of assets or capital stock, or any issue by the Company of shares of stock of
any class or securities convertible into shares of stock of any
class.

    


    The Grant
of an Option pursuant to the Plan shall not affect in any way the right or power
of the Company to make any adjustments, reclassifications, reorganizations or
changes in its capital or business structure or to merge, consolidate, dissolve,
or liquidate or to sell or transfer all or any part of its business or
assets.

    


    (j)           Rights as
a Stockholder.  An Optionee shall have no rights as a
stockholder with respect to any shares of Stock covered by an Option until the
effective date of the issuance of the shares of Stock following exercise of such
Option by Optionee.  No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as expressly provided in Section 5(i)
hereof.

    


    (k)           Modification,
Acceleration, Extension, and Renewal of Options.  Subject to
the terms and conditions and within the limitations of the Plan, the Board may
modify an Option, or, once an Option is exercisable, accelerate the rate at
which it may be exercised, and may extend or renew outstanding Options granted
under the Plan or accept the surrender of outstanding Options (to the extent not
theretofore exercised) and authorize the granting of new Options in substitution
for such Options, provided such action is permissible under Section 422 of the
Code and applicable state securities rules. Notwithstanding the provisions of
this Section 5(k), however, no modification of an Option shall, without the
consent of the Optionee, alter to the Optionee's detriment or impair any rights
or obligations under any Option theretofore granted under the Plan.

     

    
      
         

      

      
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    (l)           Exercise
Before Exercise Date.  At the discretion of the Board, the
Option may, but need not, include a provision whereby the Optionee may elect to
exercise all or any portion of the Option prior to the stated exercise date of
the Option or any installment thereof. Any shares of Stock so purchased prior to
the stated exercise date shall be subject to repurchase by the Company upon
termination of Optionee's employment as contemplated by Section 5(n) hereof
prior to the exercise date stated in the Option and such other restrictions and
conditions as the Board or Committee may deem advisable.

    


    (m)           Other
Provisions.  The Option agreements authorized under the Plan
shall contain such other provisions, including, without limitation, restrictions
upon the exercise of the Options, as the Board or the Committee shall deem
advisable.  Shares of Stock shall not be issued pursuant to the
exercise of an Option, if the exercise of such Option or the issuance of shares
of Stock thereunder would violate, in the opinion of legal counsel for the
Company, the provisions of any applicable law or the rules or regulations of any
applicable governmental or administrative agency or body, such as the Code, the
Securities Act, the Exchange Act, applicable state securities rules, Nevada
corporation law, and the rules promulgated under the foregoing or the rules and
regulations of any exchange upon which the shares of Stock of the Company are
listed. Without limiting the generality of the foregoing, the exercise of each
Option shall be subject to the condition that if at any time the Company shall
determine that (i) the satisfaction of withholding tax or other similar
liabilities, or (ii) the listing, registration or qualification of any shares of
Stock covered by such exercise upon any securities exchange or under any state
or federal law, or (iii) the consent or approval of any regulatory body, or (iv)
the perfection of any exemption from any such withholding, listing,
registration, qualification, consent or approval is necessary or desirable in
connection with such exercise or the issuance of shares thereunder, then in any
such event, such exercise shall not be effective unless such withholding,
listing registration, qualification, consent, approval or exemption shall have
been effected, obtained or perfected free of any conditions not acceptable to
the Company.

    


    (n)           Repurchase
Agreement.  The Board may, in its discretion, require as a
condition to the Grant of an Option hereunder, that an Optionee execute an
agreement with the Company, in form and substance satisfactory to the Board in
its discretion ("Repurchase
Agreement"), (i) restricting the Optionee's right to transfer shares of
Stock purchased under such Option without first offering such shares of Stock to
the Company or another stockholder of the Company upon the same terms and
conditions as provided therein; and (ii) providing that upon termination of
Optionee's employment with the Company, for any reason, the Company (or another
stockholder of the Company, as provided in the Repurchase Agreement) shall have
the right at its discretion (or the discretion of such other stockholders) to
purchase and/or redeem all such shares of Stock owned by the Optionee on the
date of termination of his or her employment at a price equal to: (A) the fair
value of such shares of Stock as of such date of termination; or (B) if such
repurchase right lapses at 20% of the number of shares of Stock  per
year, the original purchase price of such shares, and upon terms of payment
permissible under applicable state securities rules; provided that in the case
of Options or Stock Awards granted to officers, directors, consultants or
affiliates of the Company, such repurchase provisions may be subject to
additional or greater restrictions as determined by the Board or
Committee.

    


    6.           Stock
Awards and Restricted Stock Purchase Offers.

    


    (a)           Types of
Grants.

    


    (i)           Stock
Award.  All or part of any Stock Award under the Plan may be
subject to conditions established by the Board or the Committee, and set forth
in the Stock Award Agreement, which may include, but are not limited to,
continuous service with the Company, achievement of specific business
objectives, increases in specified indices, attaining growth rates and other
comparable measurements of Company performance. Such Awards may be based on Fair
Market Value or other specified valuation. All Stock Awards will be made
pursuant to the execution of a Stock Award Agreement substantially in the form
attached hereto as Exhibit
C.

    


    (ii)           Restricted
Stock Purchase Offer.  A Grant
of a Restricted Stock Purchase Offer under the Plan shall be subject to such (i)
vesting contingencies related to the Participant's continued association with
the Company for a specified time and (ii) other specified conditions as the
Board or Committee shall determine, in their sole discretion, consistent with
the provisions of the Plan. All Restricted Stock Purchase Offers shall be made
pursuant to a Restricted Stock Purchase Offer substantially in the form attached
hereto as Exhibit
D.

     

    
      
         

      

      
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    (b)           Conditions
and Restrictions.  Shares of Stock which Participants may
receive as a Stock Award under a Stock Award Agreement or Restricted Stock
Purchase Offer under a Restricted Stock Purchase Offer may include such
restrictions as the Board or Committee, as applicable, shall determine,
including restrictions on transfer, repurchase rights, right of first refusal,
and forfeiture provisions. When transfer of Stock is so restricted or subject to
forfeiture provisions it is referred to as "Restricted Stock". Further,
with Board or Committee approval, Stock Awards or Restricted Stock Purchase
Offers may be deferred, either in the form of installments or a future lump sum
distribution. The Board or Committee may permit selected Participants to elect
to defer distributions of Stock Awards or Restricted Stock Purchase Offers in
accordance with procedures established by the Board or Committee to assure that
such deferrals comply with applicable requirements of the Code including, at the
choice of Participants, the capability to make further deferrals for
distribution after retirement. Any deferred distribution, whether elected by the
Participant or specified by the Stock Award Agreement, Restricted Stock Purchase
Offers or by the Board or Committee, may require the payment be forfeited in
accordance with the provisions of Section 6(c).  Dividends or dividend
equivalent rights may be extended to and made part of any Stock Award or
Restricted Stock Purchase Offers denominated in Stock or units of Stock, subject
to such terms, conditions and restrictions as the Board or Committee may
establish.

    


    (c)           Cancellation
and Rescission of Grants.  Unless
the Stock Award Agreement or Restricted Stock Purchase Offer specifies
otherwise, the Board or Committee, as applicable, may cancel any unexpired,
unpaid, or deferred Grants at any time if the Participant is not in compliance
with all other applicable provisions of the Stock Award Agreement or Restricted
Stock Purchase Offer, or the Plan.

    


    (d)           Nonassignability.

    


    (i)           Except
pursuant to Section 6(e)(iii) and except as set forth in Section 6(d)(ii), no
Grant or any other benefit under the Plan shall be assignable or transferable,
or payable to or exercisable by, anyone other than the Participant to whom it
was granted.

    


    (ii)           Where
a Participant terminates employment and retains a Grant pursuant to Section
6(e)(ii) in order to assume a position with a governmental, charitable or
educational institution, the Board or Committee, in its discretion and to the
extent permitted by law, may authorize a third party (including but not limited
to the trustee of a "blind" trust), acceptable to the applicable governmental or
institutional authorities, the Participant and the Board or Committee, to act on
behalf of the Participant with regard to such Awards.

    


    (e)           Termination
of Employment.  If the
employment or service to the Company of a Participant terminates, other than
pursuant to any of the following provisions under this Section 6(e), all
unexercised, deferred and unpaid Stock Awards or Restricted Stock Purchase
Offers shall be cancelled immediately, unless the Stock Award Agreement or
Restricted Stock Purchase Offer provides otherwise:

    


    (i)           Retirement
Under a Company Retirement Plan.  When a
Participant's employment terminates as a result of retirement in accordance with
the terms of a Company retirement plan, the Board or Committee may permit Stock
Awards or Restricted Stock Purchase Offers to continue in effect beyond the date
of retirement in accordance with the applicable Grant Agreement and the
exercisability and vesting of any such Grants may be accelerated.

    


    (ii)           Rights in
the Best Interests of the Company.  When a
Participant resigns from the Company and, in the judgment of the Board or
Committee, the acceleration and/or continuation of outstanding Stock Awards or
Restricted Stock Purchase Offers would be in the best interests of the Company,
the Board or Committee may (i) authorize, where appropriate, the acceleration
and/or continuation of all or any part of Grants issued prior to such
termination and (ii) permit the exercise, vesting and payment of such Grants for
such period as may be set forth in the applicable Grant Agreement, subject to
earlier cancellation pursuant to Section 9 or at such time as the Board or
Committee shall deem the continuation of all or any part of the Participant's
Grants are not in the Company's best interest.

     

    
      
         

      

      
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    (iii)           Death or
Disability of a Participant.

    


    (1)           In
the event of a Participant's death, the Participant's estate or beneficiaries
shall have a period up to the expiration date specified in the Grant Agreement
within which to receive or exercise any outstanding Grant held by the
Participant under such terms as may be specified in the applicable Grant
Agreement. Rights to any such outstanding Grants shall pass by will or the laws
of descent and distribution in the following order: (a) to beneficiaries so
designated by the Participant; if none, then (b) to a legal representative of
the Participant; if none, then (c) to the persons entitled thereto as determined
by a court of competent jurisdiction. Grants so passing shall be made at such
times and in such manner as if the Participant were living.

    


    (2)           In
the event a Participant is deemed by the Board or Committee to be unable to
perform his or her usual duties by reason of mental disorder or medical
condition which does not result from facts which would be grounds for
termination for cause, Grants and rights to any such Grants may be paid to or
exercised by the Participant, if legally competent, or a committee or other
legally designated guardian or representative if the Participant is legally
incompetent by virtue of such disability.

    


    (3)           After
the death or disability of a Participant, the Board or Committee may in its sole
discretion at any time (1) terminate restrictions in Grant Agreements; (2)
accelerate any or all installments and rights; and (3) instruct the Company to
pay the total of any accelerated payments in a lump sum to the Participant, the
Participant's estate, beneficiaries or representative; notwithstanding that, in
the absence of such termination of restrictions or acceleration of payments, any
or all of the payments due under the Grant might ultimately have become payable
to other beneficiaries.

    


    (4)           In
the event of uncertainty as to interpretation of or controversies concerning
this Section 6, the determinations of the Board or Committee, as applicable,
shall be binding and conclusive.

    


    7.           Investment
Intent.  All Grants under the Plan are intended to be exempt
from registration under the Securities Act provided by Rule 701
thereunder.  Unless and until the granting of Options or sale and
issuance of Stock subject to the Plan are registered under the Securities Act or
shall be exempt pursuant to the rules promulgated thereunder, each Grant under
the Plan shall provide that the purchases or other acquisitions of Stock
thereunder shall be for investment purposes and not with a view to, or for
resale in connection with, any distribution thereof. Further, unless the
issuance and sale of the Stock have been registered under the Securities Act,
each Grant shall provide that no shares shall be purchased upon the exercise of
the rights under such Grant unless and until (i) all then applicable
requirements of state and federal laws and regulatory agencies shall have been
fully complied with to the satisfaction of the Company and its counsel, and (ii)
if requested to do so by the Company, the person exercising the rights under the
Grant shall (i) give written assurances as to knowledge and experience of such
person (or a representative employed by such person) in financial and business
matters and the ability of such person (or representative) to evaluate the
merits and risks of exercising the Option, and (ii) execute and deliver to the
Company a letter of investment intent and/or such other form related to
applicable exemptions from registration, all in such form and substance as the
Company may require. If shares of Stock are issued upon exercise of any rights
under a Grant without registration under the Securities Act, subsequent
registration of such shares of Stock shall relieve the purchaser thereof of any
investment restrictions or representations made upon the exercise of such
rights.

    


    8.           Amendment,
Modification, Suspension or Discontinuance of the Plan.  The
Board may, insofar as permitted by law, from time to time, with respect to any
shares of Stock at the time not subject to outstanding Grants, suspend or
terminate the Plan or revise or amend it in any respect whatsoever, except that
without the approval of the stockholders of the Company, no such revision or
amendment shall (i) increase the number of shares of Stock subject to the Plan,
(ii) decrease the price at which Grants may be granted, (iii) materially
increase the benefits to Participants, or (iv) change the class of persons
eligible to receive Grants under the Plan; provided, however, no such action
shall alter or impair the rights and obligations under any Option, or Stock
Award, or Restricted Stock Purchase Offer outstanding as of the date thereof
without the written consent of the Participant thereunder. No Grant may be
issued while the Plan is suspended or after it is terminated, but the rights and
obligations under any Grant issued while the Plan is in effect shall not be
impaired by suspension or termination of the Plan.

     

    
      
         

      

      
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    In the
event of any change in the outstanding Stock by reason of a stock split, stock
dividend, combination or reclassification of shares, recapitalization, merger,
or similar event, the Board or the Committee may adjust proportionally (a) the
number of shares of Stock (i) reserved under the Plan, (ii) available for
Incentive Stock Options and Nonstatutory Options and (iii) covered by
outstanding Stock Awards or Restricted Stock Purchase Offers; (b) the Stock
prices related to outstanding Grants; and (c) the appropriate Fair Market Value
and other price determinations for such Grants. In the event of any other change
affecting the Stock or any distribution (other than normal cash dividends) to
holders of Stock, such adjustments as may be deemed equitable by the Board or
the Committee, including adjustments to avoid fractional shares, shall be made
to give proper effect to such event. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board or the Committee shall be authorized to issue or assume
stock options, whether or not in a transaction to which Section 424(a) of the
Code applies, and other Grants by means of substitution of new Grant Agreements
for previously issued Grants or an assumption of previously issued
Grants.

    


    9.           Tax
Withholding. The Company shall have the right to deduct applicable taxes
from any Grant payment and withhold, at the time of delivery or exercise of
Options, Stock Awards or Restricted Stock Purchase Offers or vesting of shares
under such Grants, an appropriate number of shares for payment of taxes required
by law or to take such other action as may be necessary in the opinion of the
Company to satisfy all obligations for withholding of such taxes. If Stock is
used to satisfy tax withholding, such Stock shall be valued based on the Fair
Market Value when the tax withholding is required to be made.

    


    10.         Availability
of Information. During the term of the Plan and any additional period
during which a Grant granted pursuant to the Plan shall be exercisable, the
Company shall make available, not later than one hundred and twenty (120) days
following the close of each of its fiscal years, such financial and other
information regarding the Company as is required by the bylaws of the Company
and applicable law to be furnished in an annual report to the stockholders of
the Company.

    


    11.         Notices.  Any
written notice to the Company required by any of the provisions of the Plan
shall be addressed to the chief personnel officer or to the chief executive
officer of the Company, and shall become effective when it is received by the
office of the chief personnel officer or the chief executive
officer.

    


    12.         Indemnification
of Board. In addition to such other rights or indemnifications as they
may have as directors or otherwise, and to the extent allowed by applicable law,
the members of the Board and the Committee may be indemnified by the Company
against the reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any claim, action, suit
or proceeding, or in connection with any appeal thereof, to which they or any of
them may be a party by reason of any action taken, or failure to act, under or
in connection with the Plan or any Grant granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such claim, action, suit or proceeding, except
in any case in relation to matters as to which it shall be adjudged in such
claim, action, suit or proceeding that such Board or Committee member is liable
for negligence or misconduct in the performance of his or her duties; provided
that within sixty (60) days after institution of any such action, suit or Board
proceeding the member involved shall offer the Company, in writing, the
opportunity, at its own expense, to handle and defend the same.

    


    13.         Governing
Law. The Plan and all determinations made and actions taken pursuant
hereto, to the extent not otherwise governed by the Code or the securities laws
of the United States, shall be governed by the law of the State of Nevada and
construed accordingly.

    


    14.         Effective
and Termination Dates. The Plan shall become effective on the date it is
approved by the Board. If the Plan is not approved by the holders of a majority
of the shares of Stock within one (1) year from the date it is adopted and
approved by the Board of Directors of the Company, all stock options granted
hereunder shall be deemed non-statutory options.  The Plan shall
terminate ten years later, subject to earlier termination by the Board pursuant
to Section 8.

    


    The foregoing Medefile International,
Inc. 2010 Incentive Stock Plan (consisting of 11 pages, including this page) was
duly adopted and approved by the Board of Directors on December 16,
2009.

     

     

     

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