Unassociated Document


     

    
      CAREPAYMENT
TECHNOLOGIES, INC.

      2010
STOCK INCENTIVE PLAN

      


      Amendment
No. 1

      


      Pursuant
to Section 12.2 of the CarePayment Technologies, Inc. 2010 Stock Incentive Plan
(the "Plan"),
the Board of Directors of CarePayment Technologies, Inc., an Oregon corporation
(the "Company"), has
approved the following amendments to the Plan to (a) increase the maximum
number of Shares authorized and available for issuance under the Plan, and
(b) to make other clarifying changes as more fully described in this
Amendment No. 1.  Capitalized terms used but not defined in this
Amendment No. 1 have the meanings given to such terms in the Plan.

      


      1.           Second Amended and Restated Articles
of Incorporation.  The shareholders of the Company adopted the
Second Amended and Restated Articles of Incorporation of the Company (the "Restated Articles")
at the annual meeting of shareholders held on March 31, 2010.  The
Restated Articles were filed with the Oregon Secretary of State on April 1,
2010.  Among other things, the Restated
Articles:  (a) created two classes of Common Stock of the
Company, Class A Common Stock and Class B Common Stock; (b) effected a
reverse stock split (the "Split") whereby each
10 shares of Common Stock of the Company then outstanding were combined and
reclassified as 1 fully paid and non-assessable share of Common Stock of the
Company; and (c) converted each share of Common Stock of the Company
outstanding immediately after the Split into one share of Class A Common
Stock.  Accordingly, and pursuant to Sections 8.1 and 14.23 of the
Plan, each outstanding Option shall entitle the holder thereof to purchase
shares of Class A Common Stock, adjusted to reflect the Split, in accordance
with the terms and conditions of the Plan and the related Stock Option
Agreement.  Further, Section 14.23 of the Plan is deleted in its
entirety and replaced by the following:

      


      "14.23                      'Share'
or 'Shares' means one or more shares of Class A Common Stock of the Company,
including any stock into which the Class A Common Stock may be converted into in
the future.

      


      2.           Shares Available for Issuance under
the Plan.  Section 3.1 of the Plan is deleted in its entirety
and replaced by the following:

      


      "3.1                      Basic
Limitations.  Shares issued pursuant to the
Plan may be authorized but unissued shares.  The maximum aggregate
number of Shares reserved and available for issuance pursuant to awards under
the Plan is 1,000,000, subject to adjustment pursuant to Section
8.1.  The aggregate number of Shares with respect to which Options may
be granted to any individual Participant during any calendar year shall not
exceed 750,000."

      


      3.           Effective Date; No Other
Changes.  This Amendment No. 1 is effective as of the date of
adoption by the Board of Directors of the Company.  Except as
specifically amended by this Amendment No. 1, the Plan is unchanged and remains
in full force and effect.

      


      This Amendment No. 1 to the Plan was
adopted by the Board of Directors of the Company on September 24,
2010.