DEF 14A





 Exhibit
10.1






 

FLUENT, INC. 2018 STOCK INCENTIVE
PLAN

1. ESTABLISHMENT, EFFECTIVE DATE AND
TERM

Fluent, Inc., a
Delaware corporation (the “Company” or
“Fluent”), hereby establishes the Fluent, Inc. 2018
Stock Incentive Plan. The Effective Date of the Plan shall be the
later of: (i) the date the Plan was approved by the Board, and
(ii) the date the Plan was approved by stockholders of Fluent
in accordance with the laws of the State of Delaware. Unless
earlier terminated pursuant to Section 14(k) hereof, the Plan
shall terminate on the tenth anniversary of the Effective Date.
Capitalized terms used herein are defined in Annex A attached
hereto.

2. PURPOSE

The purpose of the
Plan is to enable Fluent to attract, retain, reward and motivate
Eligible Individuals by providing them with an opportunity to
acquire or increase a proprietary interest in Fluent and to
incentivize them to expend maximum effort for the growth and
success of Fluent, so as to strengthen the mutuality of the
interests between the Eligible Individuals and the Fluent
stockholders.

3. ELIGIBILITY

Awards may be
granted under the Plan to any Eligible Individual, as determined by
the Committee from time to time, on the basis of their importance
to the business of Fluent, pursuant to the terms of the
Plan.

4. ADMINISTRATION

(a) Committee. The Plan shall be administered
by the Committee, which shall have the full power and authority to
take all actions, and to make all determinations not inconsistent
with the specific terms and provisions of the Plan and deemed by
the Committee to be necessary or appropriate to the administration
of the Plan, any Award granted or any Award Agreement entered into
hereunder. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any Award
Agreement in the manner and to the extent it shall deem expedient
to carry the Plan into effect as it may determine in its sole
discretion. The decisions by the Committee shall be final,
conclusive and binding with respect to the interpretation and
administration of the Plan, any Award or any Award Agreement
entered into under the Plan.

(b) Delegation
to Officers or Employees. The Committee may designate
officers or employees of Fluent to assist the Committee in the
administration of the Plan. The Committee may delegate authority to
officers or employees of Fluent to grant Awards and execute Award
Agreements or other documents on behalf of the Committee in
connection with the administration of the Plan, subject to whatever
limitations or restrictions the Committee may impose and in
accordance with applicable law and to the extent that such
delegation will not result in the loss of an exemption under Rule
16(b)-3(d)(1) for Awards
grants to Participants subject to Section 16 of the Exchange
Act in respect of Fluent and will not result in a related- person
transaction with an executive officer required to be disclosed
under Item 404(a) of Regulations S-K (in accordance with Instruction
5.a.ii thereunder) under the Exchange Act.

(c) Designation
of Advisors. The Committee may designate
professional advisors to assist the Committee in the administration
of the Plan. The Committee may employ such legal counsel,
consultants, and agents as it may deem desirable for the
administration of the Plan and may rely upon any advice and any
computation received from any such counsel, consultant, or agent.
The Company shall pay all expenses and costs incurred by the
Committee for the engagement of any such counsel, consultant, or
agent.

(d) Participants
Outside the U.S. In order to conform with the
provisions of local laws and regulations of foreign countries that
may affect the Awards or the Participants, the Committee shall have
the sole discretion

 

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to (i) modify
the terms and conditions of the Awards granted under the Plan to
Eligible Individuals located outside the United States;
(ii) establish subplans with such modifications as may be
necessary or advisable under the circumstances present by local
laws and regulations; and (iii) take any action that it deems
advisable to comply with or otherwise reflect any necessary
governmental regulatory procedures, or to obtain any exemptions or
approvals necessary with respect to the Plan or any subplan
established hereunder.

(e) Liability
and Indemnification. No Covered Individual shall be
liable for any action or determination made in good faith with
respect to the Plan, any Award granted hereunder or any Award
Agreement entered into hereunder. The Company shall, to the maximum
extent permitted by applicable law and the Articles of
Incorporation and Bylaws of Fluent, indemnify and hold harmless
each Covered Individual against any cost or expense (including
reasonable attorney fees reasonably acceptable to Fluent) or
liability (including any amount paid in settlement of a claim with
the approval of Fluent), and amounts advanced to such Covered
Individual necessary to pay the foregoing at the earliest time and
to the fullest extent permitted, arising out of any act or omission
to act in connection with the Plan, any Award granted hereunder or
any Award Agreement entered into hereunder. Such indemnification
shall be in addition to any rights of indemnification such
individuals may have under other agreements, applicable law or
under the Articles of Incorporation or Bylaws of Fluent.
Notwithstanding anything else herein, this indemnification will not
apply to the actions or determinations made by a Covered Individual
with regard to Awards granted to such Covered Individual under the
Plan or arising out of such Covered Individual’s own fraud or
bad faith.

5. SHARES OF COMMON STOCK SUBJECT TO
PLAN

(a) Shares
Available for Awards. The Common Stock that may be
issued pursuant to Awards granted under the Plan shall be treasury
shares or authorized but unissued shares of the Common Stock. The
maximum number of shares of Common Stock that may be issued
pursuant to Awards granted under the Plan shall be ten percent
(10%) of all issued and outstanding Common Stock from time to time.
A maximum of 7,521,804 Common Stock may be subject to grants of
Incentive Stock Options under the Plan.

(b) Reduction of Shares Available for
Awards. Upon
the granting of an Award, the number of shares of Common Stock
available for issuance under this Section for the granting of
further Awards shall be reduced as follows:

(i) In connection
with the granting of an Option or Stock Appreciation Right, the
number of shares of Common Stock shall be reduced by the number of
shares of Common Stock subject to the Option or Stock Appreciation
Right;

(ii) In connection
with the granting of an Award that is settled in Common Stock,
other than the granting of an Option or Stock Appreciation Right,
the number of shares of Common Stock shall be reduced by the number
of shares of Common Stock subject to the Award; and

(iii) Awards
settled in cash or property other than Common Stock shall not count
against the total number of shares of Common Stock available to be
granted pursuant to the Plan.

(d) Cancelled,
Forfeited, or Surrendered Awards. Notwithstanding anything to the
contrary in this Plan, if any award under this Plan is cancelled,
forfeited or terminated for any reason prior to exercise, delivery
or becoming vested in full, the shares of Common Stock that were
subject to such Award shall, to the extent cancelled, forfeited or
terminated, immediately become available for future Awards granted
under this Plan; provided, however, that any shares of Common Stock
subject to an Award that is cancelled, forfeited or terminated in
order to pay the exercise price of a stock option, purchase price
or any taxes or tax withholdings on an award shall not be available
for future Awards granted under this Plan.

(e) Recapitalization. If
the outstanding shares of Common Stock are increased or decreased
or changed into or exchanged for a different number or kind of
shares or other securities by reason of any
recapitalization,

 

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reclassification,
reorganization, stock split, reverse split, combination of shares,
exchange of shares, stock dividend or other distribution payable in
capital stock of Fluent or other increase or decrease in such
shares effected without receipt of consideration by Fluent
occurring after the Effective Date, an appropriate and
proportionate adjustment shall be made by the Committee to:
(i) the aggregate number and kind of shares of Common Stock
available under the Plan (including, but not limited to, the limits
of the number of shares of Common Stock described in
Section 5(b)), (ii) the calculation of the reduction of shares
of Common Stock available under the Plan, (iii) the number and
kind of shares of Common Stock issuable pursuant to outstanding
Awards granted under the Plan and/or (iv) the Exercise Price
of outstanding Options or Stock Appreciation Rights granted under
the Plan. No fractional shares of Common Stock or units of other
securities shall be issued pursuant to any such adjustment under
this Section 5(e), and any fractions resulting from any such
adjustment shall be eliminated in each case by rounding downward to
the nearest whole share or unit. Any adjustments made under this
Section 5(e) with respect to any Incentive Stock Options must
be made in accordance with Code Section 424.

6. OPTIONS

(a) Grant
of Options. Subject to the terms and
conditions of the Plan, the Committee may grant to such Eligible
Individuals as the Committee may determine, Options to purchase
such number of shares of Common Stock and on such terms and
conditions as the Committee shall determine in its sole and
absolute discretion. Each grant of an Option shall satisfy the
requirements set forth in this Section.

(b) Type
of Options. Each Option granted under the
Plan may be designated by the Committee, in its sole discretion, as
either (i) an Incentive Stock Option, or (ii) a Non-Qualified Stock
Option. Options designated as Incentive Stock Options that fail to
continue to meet the requirements of Code Section 422 shall
be redesignated as Non-Qualified Stock
Options automatically on the date of such failure to continue to
meet such requirements without further action by the Committee. In
the absence of any designation, Options granted under the Plan will
be deemed to be Non-Qualified Stock
Options.

(c) Exercise
Price. Subject
to the limitations set forth in the Plan relating to Incentive
Stock Options, the Exercise Price of an Option shall be fixed by
the Committee and stated in the respective Award Agreement,
provided that the Exercise Price of the shares of Common Stock
subject to such Option may not be less than Fair Market Value of
such Common Stock on the Grant Date, or if greater, the par value
of the Common Stock.

(d) Limitation
on Repricing. Unless such action is approved
by Fluent’s stockholders in accordance with applicable law:
(i) no outstanding Option granted under the Plan may be
amended to provide an Exercise Price that is lower than the
then-current Exercise Price of such outstanding Option (other than
adjustments to the Exercise Price pursuant to Sections 5(e) and
11); (ii) the Committee may not cancel any outstanding Option and
grant in substitution therefore new Awards under the Plan covering
the same or a different number of shares of Common Stock and having
an Exercise Price lower than the then-current Exercise Price of the
cancelled Option (other than adjustments to the Exercise Price
pursuant to Sections 5(e) and 11); and (iii) the Committee may
not authorize the repurchase of an outstanding Option that has an
Exercise Price that is higher than the then-current fair market
value of the Common Stock (other than adjustments to the Exercise
Price pursuant to Sections 5(e) and 11).

(e) Limitation
on Option Period. Subject to the limitations set
forth in the Plan relating to Incentive Stock Options, Options
granted under the Plan and all rights to purchase Common Stock
thereunder shall terminate no later than the tenth anniversary of
the Grant Date of such Options, or on such earlier date as may be
stated in the Award Agreement relating to such Option. In the case
of Options expiring prior to the tenth anniversary of the Grant
Date, the Committee may in its discretion, at any time prior to the
expiration or termination of said Options, extend the term of any
such Options for such additional period as it may determine, but in
no event beyond the tenth anniversary of the Grant Date
thereof.

 

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(f) Limitations
on Incentive Stock Options. Notwithstanding any other
provisions of the Plan, the following provisions shall apply with
respect to Incentive Stock Options granted pursuant to the
Plan.

(i) Limitation
on Grants. Incentive Stock Options may only be granted to
Section 424 Employees. The aggregate Fair Market Value
(determined at the time such Incentive Stock Option is granted) of
the shares of Common Stock for which any individual may have
Incentive Stock Options that first become vested and exercisable in
any calendar year (under all incentive stock option plans of
Fluent) shall not exceed $100,000. Options granted to such
individual in excess of the $100,000 limitation, and any Options
issued subsequently that first become vested and exercisable in the
same calendar year, shall automatically be treated as Non-Qualified Stock
Options.

(ii) Minimum
Exercise Price. In no event may the Exercise Price of a
share of Common Stock subject an Incentive Stock Option be less
than 100% of the Fair Market Value of such share of Common Stock on
the Grant Date.

(iii) Ten
Percent Stockholder. Notwithstanding any other provision of
the Plan to the contrary, in the case of Incentive Stock Options
granted to a Section 424 Employee who, at the time the Option
is granted, owns (after application of the rules set forth in Code
Section 424(d)) stock possessing more than ten percent of the
total combined voting power of all classes of stock of Fluent, such
Incentive Stock Options (i) must have an Exercise Price per
share of Common Stock that is at least 110% of the Fair Market
Value as of the Grant Date of a share of Common Stock, and
(ii) must not be exercisable after the fifth anniversary of
the Grant Date.

(g) Vesting
Schedule and Conditions. No Options may be exercised
prior to the satisfaction of the conditions and vesting schedule
provided for in the Plan and in the Award Agreement relating
thereto.

(h) Exercise. When
the conditions to the exercise of an Option have been satisfied,
the Participant may exercise the Option only in accordance with the
following provisions. The Participant shall deliver to Fluent a
written notice stating that the Participant is exercising the
Option and specifying the number of shares of Common Stock that are
to be purchased pursuant to the Option, and such notice shall be
accompanied by payment in full of the Exercise Price of the shares
for which the Option is being exercised, by one or more of the
methods provided for in the Plan. An attempt to exercise any Option
granted hereunder other than as set forth in the Plan shall be
invalid and of no force and effect.

(i) Payment.
Payment of the Exercise Price for the shares of Common Stock
purchased pursuant to the exercise of an Option shall be made by
one of the following methods:

(i) by cash,
certified or cashier’s check, bank draft or money
order;

(ii) through the
delivery to Fluent of shares of Common Stock that have been
previously owned by the Participant for the requisite period
necessary to avoid a charge to Fluent’s earnings for
financial reporting purposes; such shares shall be valued, for
purposes of determining the extent to which the Exercise Price has
been paid thereby, at their Fair Market Value on the date of
exercise; without limiting the foregoing, the Committee may require
the Participant to furnish an opinion of counsel acceptable to the
Committee to the effect that such delivery would not result in
Fluent incurring any liability under Section 16(b) of the
Exchange Act; or

(iii) by any other
method that the Committee, in its sole and absolute discretion and
to the extent permitted by applicable law, may permit, including,
but not limited to through a “cashless exercise sale and
remittance procedure” pursuant to which the Participant shall
concurrently provide irrevocable instructions (1) to a
brokerage firm approved by the Committee to effect the immediate
sale of the purchased shares and remit to Fluent, 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, employment,
excise, foreign and other taxes required to be withheld by Fluent
by reason of such exercise and (2) to Fluent to deliver the
certificates for the purchased shares directly to such brokerage
firm in order to complete the sale.

 

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(j) Termination
of Employment. Unless otherwise provided in an
Award Agreement, upon the termination of the employment or other
service of a Participant with Company for any reason, all of the
Participant’s outstanding Options (whether vested or
unvested) shall be subject to the rules of this paragraph. Upon
such termination, the Participant’s unvested Options shall
expire. Notwithstanding anything in this Plan to the contrary, the
Committee may provide, in its sole and absolute discretion, that
following the termination of employment or other service of a
Participant with Fluent for any reason (i) any unvested
Options held by the Participant shall vest in whole or in part, at
any time subsequent to such termination of employment or other
service, and/or (ii) a Participant or the Participant’s
estate, devisee or heir at law (whichever is applicable), may
exercise an Option, in whole or in part, at any time subsequent to
such termination of employment or other service and prior to the
termination of the Option pursuant to its terms that are unrelated
to termination of service. Unless otherwise determined by the
Committee, temporary absence from employment or other service
because of illness, vacation, approved leaves of absence or
military service shall not constitute a termination of employment
or other service.

(i) Termination for Reason Other
Than Cause, Disability or Death. If a Participant’s
termination of employment or other service is for any reason other
than death, Disability, Cause or a voluntary termination within
ninety (90) days after occurrence of an event that would be
grounds for termination of employment or other service by Fluent
for Cause, any Option held by such Participant may be exercised, to
the extent exercisable at termination, by the Participant at any
time within a period not to exceed ninety (90) days from the
date of such termination, but in no event after the termination of
the Option pursuant to its terms that are unrelated to termination
of service.

(ii) Disability.
If a Participant’s termination of employment or other service
with Fluent is by reason of a Disability of such Participant, any
Option held by such Participant may be exercised, to the extent
exercisable at termination, by the Participant at any time within a
period not to exceed one (1) year after such termination, but
in no event after the termination of the Option pursuant to its
terms that are unrelated to termination of service; provided,
however, that if the Participant dies within such period, any
vested Option held by such Participant upon death shall be
exercisable by the Participant’s estate, devisee or heir at
law (whichever is applicable) for a period not to exceed one
(1) year after the Participant’s death, but in no event
after the termination of the Option pursuant to its terms that are
unrelated to termination of service.

(iii) Death.
If a Participant dies while in the employment or other service of
Fluent, any Option held by such Participant may be exercised, to
the extent exercisable at termination, by the Participant’s
estate or the devisee named in the Participant’s valid last
will and testament or the Participant’s heir at law who
inherits the Option, at any time within a period not to exceed one
(1) year after the date of such Participant’s death, but
in no event after the termination of the Option pursuant to its
terms that are unrelated to termination of service.

(iv) Termination
for Cause. In the event the termination is for Cause or is a
voluntary termination within ninety (90) days after occurrence
of an event that would be grounds for termination of employment or
other service by Fluent for Cause (without regard to any notice or
cure period requirement), any Option held by the Participant at the
time of such termination shall be deemed to have terminated and
expired upon the date of such termination.

7. STOCK APPRECIATION
RIGHTS

(a) Grant
of Stock Appreciation Rights. Subject to the terms and
conditions of the Plan, the Committee may grant to such Eligible
Individuals as the Committee may determine, Stock Appreciation
Rights, in such amounts and on such terms and conditions as the
Committee shall determine in its sole and absolute discretion. Each
grant of a Stock Appreciation Right shall satisfy the requirements
as set forth in this Section.

(b) Terms
and Conditions of Stock Appreciation Rights. Unless otherwise provided in an
Award Agreement, the terms and conditions (including, without
limitation, the limitations on the Exercise Price, exercise period,
repricing and termination) of the Stock Appreciation Right shall be
substantially identical (to the

 

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extent possible
taking into account the differences related to the character of the
Stock Appreciation Right) to the terms and conditions that would
have been applicable under Section 6 above were the grant of
the Stock Appreciation Rights a grant of an Option.

(c) Exercise
of Stock Appreciation Rights. Stock Appreciation Rights shall
be exercised by a Participant only by written notice delivered to
Fluent, specifying the number of shares of Common Stock with
respect to which the Stock Appreciation Right is being
exercised.

(d) Payment
of Stock Appreciation Right. Unless otherwise provided in an
Award Agreement, upon exercise of a Stock Appreciation Right, the
Participant or Participant’s estate, devisee or heir at law
(whichever is applicable) shall be entitled to receive payment, in
cash, in shares of Common Stock, or in a combination thereof, as
determined by the Committee in its sole and absolute discretion.
The amount of such payment shall be determined by multiplying the
excess, if any, of the Fair Market Value of a share of Common Stock
on the date of exercise over the Fair Market Value of a share of
Common Stock on the Grant Date, by the number of shares of Common
Stock with respect to which the Stock Appreciation Rights are then
being exercised. Notwithstanding the foregoing, the Committee may
limit in any manner the amount payable with respect to a Stock
Appreciation Right by including such limitation in the Award
Agreement.

8. RESTRICTED STOCK AND RESTRICTED STOCK
UNITS

(a) Grant
of Restricted Stock and Restricted Stock Units. Subject to the terms and
conditions of the Plan, the Committee may grant to such Eligible
Individuals as the Committee may determine, Restricted Stock or
Restricted Stock Units, in such amounts and on such terms and
conditions as the Committee shall determine in its sole and
absolute discretion. Each grant of Restricted Stock and Restricted
Stock Units shall satisfy the requirements as set forth in this
Section.

(b) Restrictions. The
Committee shall impose such restrictions on any Restricted Stock or
Restricted Stock Unit granted pursuant to the Plan as it may deem
advisable including, without limitation, time-based vesting
restrictions or the attainment of Performance Goals. The
determination with respect to achievement of Performance Goals
shall be made pursuant to Section 9 hereof.

(c) Certificates
and Certificate Legend. With respect to a grant of
Restricted Stock, Fluent may issue a certificate evidencing such
Restricted Stock to the Participant or issue and hold such shares
of Restricted Stock for the benefit of the Participant until the
applicable restrictions expire. The Company may legend the
certificate representing Restricted Stock to give appropriate
notice of such restrictions. In addition to any such legends, each
certificate representing shares of Restricted Stock granted
pursuant to the Plan shall bear the following legend:

“Shares of
stock represented by this certificate are subject to certain terms,
conditions, and restrictions on transfer as set forth in Fluent,
Inc. Stock Incentive Plan (the “Plan”), and in an
agreement entered into by and between the registered owner of such
shares and Fluent, Inc. (the “Company”),
dated                 ,
20    (the “Award Agreement”). A
copy of the Plan and the Award Agreement may be obtained from the
Secretary of Fluent.”

(d) Removal
of Restrictions. Except as otherwise provided in
the Plan, shares of Restricted Stock shall become freely
transferable by the Participant upon the lapse of the applicable
restrictions. Once the shares of Restricted Stock are released from
the restrictions, the Participant shall be entitled to have the
legend required by paragraph (c) above removed from the share
certificate evidencing such Restricted Stock and Fluent shall pay
or distribute to the Participant all dividends and distributions
held in escrow by Fluent with respect to such Restricted Stock, if
any.

(e) Stockholder
Rights. Unless
otherwise provided in an Award Agreement, until the expiration of
all applicable restrictions, (i) the Restricted Stock shall be
treated as outstanding, (ii) the Participant holding
shares

 

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of Restricted Stock
may exercise full voting rights with respect to such shares, and
(iii) the Participant holding shares of Restricted Stock shall
be entitled to receive all dividends and other distributions paid
with respect to such shares while they are so held. If any such
dividends or distributions are paid in shares of Common Stock, such
shares shall be subject to the same restrictions on transferability
and forfeitability as the shares of Restricted Stock with respect
to which they were paid. Notwithstanding anything to the contrary,
all such dividends and distributions may be held in escrow by
Fluent (subject to the same restrictions on forfeitability) until
all restrictions on the respective Restricted Stock have lapsed.
Holders of the Restricted Stock Units shall not have any of the
rights of a stockholder, including the right to vote or receive
dividends and other distributions, until Common Stock shall have
been issued in the Participant’s name pursuant to the
Restricted Stock Units; provided, however the Committee, in its
sole and absolute discretion, may provide for Dividend Equivalents
on vested Restricted Stock Units.

(f) Termination
of Service. Unless otherwise provided in an
Award Agreement, if a Participant’s employment or other
service with Fluent terminates for any reason, all unvested shares
of Restricted Stock and Restricted Stock Units held by the
Participant and any dividends or distributions held in escrow by
Fluent with respect to Restricted Stock shall be forfeited
immediately and returned to Fluent. Notwithstanding this paragraph,
to the extent applicable, all grants of Restricted Stock and
Restricted Stock Units that vest solely upon the attainment of
Performance Goals shall be treated pursuant to the terms and
conditions that would have been applicable under Section 9 as
if such grants were Awards of Performance Shares. Notwithstanding
anything in this Plan to the contrary, the Committee may provide,
in its sole and absolute discretion, that following the termination
of employment or other service of a Participant with Fluent for any
reason, any unvested shares of Restricted Stock or Restricted Stock
Units held by the Participant that vest solely upon a future
service requirement shall vest in whole or in part, at any time
subsequent to such termination of employment or other
service.

(g) Payment
of Common Stock with respect to Restricted Stock Units.
Notwithstanding anything to the contrary herein, unless otherwise
provided in the Award agreement, Common Stock will be issued with
respect to Restricted Stock Units no later than March 15 of
the year immediately following the year in which the Restricted
Stock Units are first no longer subject to a substantial risk of
forfeiture as such term is defined in Section 409A of the Code
and the regulations issued thereunder (“RSU Payment
Date”). In the event that Participant has elected to defer
the receipt of Common Stock pursuant to an Award Agreement beyond
the RSU Payment Date, then the Common Stock will be issued at the
time specified in the Award Agreement or related deferral election
form. In addition, unless otherwise provided in the Award
Agreement, if the receipt of Common Stock is deferred past the RSU
Payment Date, Dividend Equivalents on the Common Stock covered by
Restricted Stock Units shall be deferred until the RSU Payment
Date.

9. PERFORMANCE SHARES AND PERFORMANCE
UNITS

(a) Grant
of Performance Shares and Performance Units. Subject to the terms and
conditions of the Plan, the Committee may grant to such Eligible
Individuals as the Committee may determine, Performance Shares and
Performance Units, in such amounts and on such terms and conditions
as the Committee shall determine in its sole and absolute
discretion.

(b) Performance
Goals. Performance Goals will be
determined by the Committee in its absolute and sole
discretion.

(c) Terms
and Conditions of Performance Shares and Performance
Units. The
applicable Award Agreement shall set forth (i) the number of
Performance Shares or the dollar value of Performance Units granted
to the Participant; (ii) the Performance Period and
Performance Goals with respect to each such Award; (iii) the
threshold, target and maximum shares of Common Stock or dollar
values of each Performance Share or Performance Unit and
corresponding Performance Goals; and (iv) any other terms and
conditions as the Committee determines in its sole and absolute
discretion. The Committee shall establish, in its sole and
absolute

 

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discretion, the
Performance Goals for the applicable Performance Period for each
Performance Share or Performance Unit granted hereunder.
Performance Goals for different Participants and for different
grants of Performance Shares and Performance Units need not be
identical. Unless otherwise provided in an Award Agreement, a
holder of Performance Units or Performance Shares is not entitled
to the rights of a holder of Common Stock.

(d) Determination
and Payment of Performance Units or Performance Shares
Earned. The
Committee shall determine the extent to which Performance Shares or
Performance Units have been earned on the basis of Fluent’s
actual performance in relation to the established Performance Goals
as set forth in the applicable Award Agreement. Unless otherwise
provided in an Award Agreement, the Committee shall determine in
its sole and absolute discretion whether payment with respect to
the Performance Share or Performance Unit shall be made in cash, in
shares of Common Stock, or in a combination thereof.

(e) Termination
of Employment. Unless otherwise provided in an
Award Agreement, if a Participant’s employment or other
service with Fluent terminates for any reason, all of the
Participant’s outstanding Performance Shares and Performance
Units shall be subject to the rules of this Section.

(i) Termination
for Reason Other Than Death or Disability. If a
Participant’s employment or other service with Fluent
terminates prior to the expiration of a Performance Period with
respect to any Performance Units or Performance Shares held by such
Participant for any reason other than death or Disability, the
outstanding Performance Units or Performance Shares held by such
Participant for which the Performance Period has not yet expired
shall terminate upon such termination of employment or other
service with Fluent and the Participant shall have no further
rights pursuant to such Performance Units or Performance
Shares.

(ii) Termination
of Employment for Death or Disability. If a
Participant’s employment or other service with Fluent
terminates by reason of the Participant’s death or Disability
prior to the end of a Performance Period, the Participant, or the
Participant’s estate, devisee or heir at law (whichever is
applicable) shall be entitled to a payment of the
Participant’s outstanding Performance Units and Performance
Shares, pursuant to the terms of the Plan and the
Participant’s Award Agreement; provided, however, that the
Participant shall be deemed to have earned only that proportion (to
the nearest whole unit or share) of the Performance Units or
Performance Shares granted to the Participant under such Award as
the number of full months of the Performance Period which have
elapsed since the first day of the Performance Period for which the
Award was granted to the end of the month in which the
Participant’s termination of employment or other service,
bears to the total number of months in the Performance Period,
subject to the attainment of the Performance Goals associated with
the Award as certified by the Committee. The remaining Performance
Units or Performance Shares and any rights with respect thereto
shall be canceled and forfeited.

10. OTHER AWARDS

Awards of shares of
Common Stock, phantom stock and other Awards that are valued in
whole or in part by reference to, or otherwise based on, Common
Stock, may also be made, from time to time, to Eligible Individuals
as may be selected by the Committee. Such Common Stock may be
issued in satisfaction of Awards granted under any other plan
sponsored by Fluent or compensation payable to an Eligible
Individual. In addition, such Awards may be made alone or in
addition to or in connection with any other Award granted
hereunder. The Committee may determine the terms and conditions of
any such Award. Each such Award shall be evidenced by an Award
Agreement between the Eligible Individual and Fluent that shall
specify the number of shares of Common Stock subject to the Award,
any consideration therefore, any vesting or performance
requirements, and such other terms and conditions as the Committee
shall determine in its sole and absolute discretion.

11. CHANGE IN CONTROL

Upon the occurrence
of a Change in Control, the Committee may, in its sole and absolute
discretion, provide on a case by case basis that (i) all
Awards shall terminate, provided that Participants shall have the
right,

 

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immediately prior
to the occurrence of such Change in Control and during such
reasonable period as the Committee in its sole discretion shall
determine and designate, to exercise any Award, (ii) all
Awards shall terminate, provided that Participants shall be
entitled to a cash payment equal to the Change in Control Price
with respect to shares subject to the vested portion of the Award
net of the Exercise Price thereof, if applicable, (iii) in
connection with a liquidation or dissolution of Fluent, the Awards,
to the extent vested, shall convert into the right to receive
liquidation proceeds net of the Exercise Price (if applicable),
(iv) accelerate the vesting of Awards and (v) any combination
of the foregoing. In the event that the Committee does not
terminate or convert an Award upon a Change in Control of Fluent,
then the Award shall be assumed, or substantially equivalent Awards
shall be substituted, by the acquiring, or succeeding corporation
(or an affiliate thereof).

12. CHANGE IN STATUS OF PARENT OR
SUBSIDIARY

Unless otherwise
provided in an Award Agreement or otherwise determined by the
Committee, in the event that an entity or business unit that was
previously a part of Fluent is no longer a part of Fluent, as
determined by the Committee in its sole discretion, the Committee
may, in its sole and absolute discretion: (i) provide on a
case by case basis that some or all outstanding Awards held by a
Participant employed by or performing service for such entity or
business unit may become immediately exercisable or vested, without
regard to any limitation imposed pursuant to this Plan;
(ii) provide on a case by case basis that some or all
outstanding Awards held by a Participant employed by or performing
service for such entity or business unit may remain outstanding,
may continue to vest, and/or may remain exercisable for a period
not exceeding one (1) year, subject to the terms of the Award
Agreement and this Plan; and/or (iii) treat the employment or
other services of a Participant performing services for such entity
or business unit as terminated, if such Participant is not employed
by Fluent or any entity that is a part of Fluent, immediately after
such event.

13. REQUIREMENTS OF LAW

(a) Violations
of Law. The
Company shall not be required to make any payments, sell or issue
any shares of Common Stock under any Award if the sale or issuance
of such shares would constitute a violation by the individual
exercising the Award, the Participant or Fluent of any provisions
of any law or regulation of any governmental authority, including
without limitation any provisions of the Sarbanes-Oxley Act, and
any other federal or state securities laws or regulations. Any
determination in this connection by the Committee shall be final,
binding, and conclusive. The Company shall not be obligated to take
any affirmative action in order to cause the exercise of an Award,
the issuance of shares pursuant thereto or the grant of an Award to
comply with any law or regulation of any governmental
authority.

(b) Registration. At
the time of any exercise or receipt of any Award, Fluent may, if it
shall determine it necessary or desirable for any reason, require
the Participant (or Participant’s heirs, legatees or legal
representative, as the case may be), as a condition to the exercise
or grant thereof, to deliver to Fluent a written representation of
present intention to hold the shares for their own account as an
investment and not with a view to, or for sale in connection with,
the distribution of such shares, except in compliance with
applicable federal and state securities laws with respect thereto.
In the event such representation is required to be delivered, an
appropriate legend may be placed upon each certificate delivered to
the Participant (or Participant’s heirs, legatees or legal
representative, as the case may be) upon the Participant’s
exercise of part or all of the Award or receipt of an Award and a
stop transfer order may be placed with the transfer agent. Each
Award shall also be subject to the requirement that, if at any time
Fluent determines, in its discretion, that the listing,
registration or qualification of the shares subject to the Award
upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of or in connection with, the
issuance or purchase of the shares thereunder, the Award may not be
exercised in whole or in part and the restrictions on an Award may
not be removed unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of
any conditions not acceptable to Fluent in its sole discretion. The
Participant shall provide Fluent with any certificates,
representations and information that Fluent requests and shall
otherwise cooperate with Fluent in obtaining any listing,
registration, qualification, consent or

 

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approval that
Fluent deems necessary or appropriate. The Company shall not be
obligated to take any affirmative action in order to cause the
exercisability or vesting of an Award, to cause the exercise of an
Award or the issuance of shares pursuant thereto, or to cause the
grant of Award to comply with any law or regulation of any
governmental authority.

(c) Withholding. The
Committee may make such provisions and take such steps as it may
deem necessary or appropriate for the withholding of any taxes that
Fluent is required by any law or regulation of any governmental
authority, whether federal, state or local, domestic or foreign, to
withhold in connection with the grant or exercise of an Award, or
the removal of restrictions on an Award including, but not limited
to: (i) the withholding of delivery of shares of Common Stock
until the holder reimburses Fluent for the amount Fluent is
required to withhold with respect to such taxes; (ii) the
canceling of any number of shares of Common Stock issuable in an
amount sufficient to reimburse Fluent for the amount it is required
to so withhold; (iii) withholding the amount due from any such
person’s wages or compensation due to such person; or
(iv) requiring the Participant to pay Fluent cash in the
amount Fluent is required to withhold with respect to such
taxes.

(d) Governing
Law. The Plan
shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware.

14. GENERAL PROVISIONS

(a) Award
Agreements. All
Awards granted pursuant to the Plan shall be evidenced by an Award
Agreement. Each Award Agreement shall specify the terms and
conditions of the Award granted and shall contain any additional
provisions as the Committee shall deem appropriate, in its sole and
absolute discretion (including, to the extent that the Committee
deems appropriate, provisions relating to
confidentiality, non-competition,non-solicitation and
similar matters). The terms of each Award Agreement need not be
identical for Eligible Individuals provided that each Award
Agreement shall comply with the terms of the Plan.

(b) Purchase
Price. To the
extent the purchase price of any Award granted hereunder is less
than par value of a share of Common Stock and such purchase price
is not permitted by applicable law, the per share purchase price
shall be deemed to be equal to the par value of a share of Common
Stock.

(c) Dividends
and Dividend Equivalents. Except as set forth in the Plan,
an Award Agreement or provided by the Committee in its sole and
absolute discretion, a Participant shall not be entitled to
receive, currently or on a deferred basis, cash or stock dividends,
Dividend Equivalents, or cash payments in amounts equivalent to
cash or stock dividends on shares of Common Stock covered by an
Award. The Committee in its absolute and sole discretion may credit
a Participant’s Award with Dividend Equivalents with respect
to any Awards. All such dividends and Dividend Equivalents shall be
held by Fluent (subject to the same restrictions on forfeitability)
until all restrictions on the respective Award have lapsed. To the
extent that dividends and Dividend Equivalents relating to an Award
are held by Fluent, a Participant shall not be entitled to any
interest on any such amounts.

(d) Deferral
of Awards. The
Committee may from time to time establish procedures pursuant to
which a Participant may elect to defer, until a time or times later
than the vesting of an Award, receipt of all or a portion of the
shares of Common Stock or cash subject to such Award and to receive
Common Stock or cash at such later time or times, all on such terms
and conditions as the Committee shall determine. The Committee
shall not permit the deferral of an Award unless counsel for Fluent
determines that such action will not result in adverse tax
consequences to a Participant under Section 409A of the Code.
If any such deferrals are permitted, then notwithstanding anything
to the contrary herein, a Participant who elects to defer receipt
of Common Stock shall not have any rights as a stockholder with
respect to deferred shares of Common Stock unless and until shares
of Common Stock are actually delivered to the Participant with
respect thereto, except to the extent otherwise determined by the
Committee.

 

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(e) Prospective
Employees. Notwithstanding anything to the
contrary, any Award granted to a Prospective Employee shall not
become vested prior to the date the Prospective Employee first
becomes an employee of Fluent.

(f) Stockholder
Rights. Except
as expressly provided in the Plan or an Award Agreement, a
Participant shall not have any of the rights of a stockholder with
respect to Common Stock subject to the Awards prior to satisfaction
of all conditions relating to the issuance of such Common Stock,
and no adjustment shall be made for dividends, distributions or
other rights of any kind for which the record date is prior to the
date on which all such conditions have been satisfied.

(g) Transferability of
Awards. A
Participant may not Transfer an Award other than by will or the
laws of descent and distribution. Awards may be exercised during
the Participant’s lifetime only by the Participant. No Award
shall be liable for or subject to the debts, contracts, or
liabilities of any Participant, nor shall any Award be subject to
legal process or attachment for or against such person. Any
purported Transfer of an Award in contravention of the provisions
of the Plan shall have no force or effect and shall be null and
void, and the purported transferee of such Award shall not acquire
any rights with respect to such Award. Notwithstanding anything to
the contrary, the Committee may in its sole and absolute discretion
permit the Transfer of an Award to a Participant’s
“family member” as such term is defined in the
Form S-8 Registration
Statement under the Securities Act of 1933, as amended, under such
terms and conditions as specified by the Committee; provided,
however, that the Participant will not directly or indirectly
receive any payment of value in connection with the transfer of the
Award. In such case, such Award shall be exercisable only by the
transferee approved of by the Committee. To the extent that the
Committee permits the Transfer of an Incentive Stock Option to a
“family member”, so that such Option fails to continue
to satisfy the requirements of an incentive stock option under the
Code such Option shall automatically be re-designated as
a Non-Qualified Stock
Option.

(h) Buyout
and Settlement Provisions. Except as prohibited in
Section 6(d) of the Plan, the Committee may at any time on
behalf of Fluent offer to buy out any Awards previously granted
based on such terms and conditions as the Committee shall determine
which shall be communicated to the Participants at the time such
offer is made.

(i) Use
of Proceeds. The proceeds received by Fluent
from the sale of Common Stock pursuant to Awards granted under the
Plan shall constitute general funds of Fluent.

(j) Modification
or Substitution of an Award. Subject to the terms and
conditions of the Plan, the Committee may modify outstanding
Awards, provided that, except as expressly provided in the Plan, no
modification of an Award shall adversely affect any rights or
obligations of the Participant under the applicable Award Agreement
without the Participant’s consent. Nothing in the Plan shall
limit the right of Fluent to pay compensation of any kind outside
the terms of the Plan.

(k) Amendment
and Termination of Plan. The Board may, at any time and
from time to time, amend, suspend or terminate the Plan as to any
shares of Common Stock as to which Awards have not been
granted; provided,
however, that the approval of the Fluent stockholders
in accordance with applicable law and the Articles of Incorporation
and Bylaws of Fluent shall be required for any amendment:
(i) that changes the class of individuals eligible to receive
Awards under the Plan; (ii) that increases the maximum number
of shares of Common Stock in the aggregate that may be subject to
Awards that are granted under the Plan (except as permitted under
Section 5 or Section 11 hereof); (iii) the approval of
which is necessary to comply with federal or state law or with the
rules of any stock exchange or automated quotation system on which
the Common Stock may be listed or traded; or (iv) that
proposed to eliminate a requirement provided herein that the Fluent
stockholders must approve an action to be undertaken under the
Plan. Except as expressly provided in the Plan, no amendment,
suspension or termination of the Plan shall, without the consent of
the holder of an Award, alter or impair rights or obligations under
any Award theretofore granted under the Plan. Awards granted prior
to the termination of the Plan may extend beyond the date the Plan
is terminated and shall continue subject to the terms of the Plan
as in effect on the date the Plan is terminated.

 

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(l) Section 409A of the
Code. With
respect to Awards subject to Section 409A of the Code, this
Plan is intended to comply with the requirements of such Sections,
and the provisions hereof shall be interpreted in a manner that
satisfies the requirements of Section 409A and the related
regulations, and the Plan shall be operated accordingly. If any
provision of this Plan or any term or condition of any Award would
otherwise frustrate or conflict with this intent, the provision,
term or condition will be interpreted and deemed amended so as to
avoid this conflict.

(m) Notification of 83(b)
Election. If in
connection with the grant of any Award, any Participant makes an
election permitted under Code Section 83(b), such Participant
must notify Fluent in writing of such election within ten
(10) days of filing such election with the Internal Revenue
Service.

(n) Exemption from Section 16(b)
Liability. It is the intent of Fluent that the grant of any
Awards to or other transaction by a Participant who is subject to
Section 16 of the Exchange Act shall be exempt from
Section 16 pursuant to an applicable exemption (except for
transactions acknowledged in writing to be non-exempt by such Participant and
sales transactions to persons other than Fluent). Accordingly, if
any provision of this Plan or any Award Agreement does not comply
with the requirements of Rule 16b-3 then applicable to any such
transaction, such provision shall be construed or deemed amended to
the extent necessary to conform to the applicable requirements of
Rule 16b-3 so that such
Participant shall avoid liability under Section 16(b). In the
event Rule 16b-3 is
revised or replaced, the Board, or the Committee acting on behalf
of the Board, may exercise discretion to modify this Plan in any
respect necessary to satisfy the requirements of the revised
exemption or its replacement.

(o) Disclaimer
of Rights. No
provision in the Plan, any Award granted hereunder, or any Award
Agreement entered into pursuant to the Plan shall be construed to
confer upon any individual the right to remain in the employ of or
other service with Fluent or to interfere in any way with the right
and authority of Fluent either to increase or decrease the
compensation of any individual, including any holder of an Award,
at any time, or to terminate any employment or other relationship
between any individual and Fluent. The grant of an Award pursuant
to the Plan shall not affect or limit in any way the right or power
of Fluent to make adjustments, reclassifications, reorganizations
or changes of 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.

(p) Unfunded
Status of Plan. The Plan is intended to
constitute an “unfunded” plan for incentive and
deferred compensation. With respect to any payments as to which a
Participant has a fixed and vested interest but which are not yet
made to such Participant by Fluent, nothing contained herein shall
give any such Participant any rights that are greater than those of
a general creditor of Fluent.

(q) Nonexclusivity
of Plan. The
adoption of the Plan shall not be construed as creating any
limitations upon the right and authority of the Board to adopt such
other incentive compensation arrangements (which arrangements may
be applicable either generally to a class or classes of individuals
or specifically to a particular individual or individuals) as the
Board in its sole and absolute discretion determines
desirable.

(r) Other
Benefits. No
Award payment under the Plan shall be deemed compensation for
purposes of computing benefits under any retirement plan of Fluent
or any agreement between a Participant and Fluent, nor affect any
benefits under any other benefit plan of Fluent now or subsequently
in effect under which benefits are based upon a Participant’s
level of compensation.

(s) Headings. The
section headings in the Plan are for convenience only; they form no
part of this Agreement and shall not affect its
interpretation.

(t) Pronouns. The
use of any gender in the Plan shall be deemed to include all
genders, and the use of the singular shall be deemed to include the
plural and vice versa, wherever it appears appropriate from the
context.

 

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(u) Successors
and Assigns. The Plan shall be binding on all
successors of Fluent and all successors and permitted assigns of a
Participant, including, but not limited to, a Participant’s
estate, devisee, or heir at law.

(v) Severability. If
any provision of the Plan or any Award Agreement shall be
determined to be illegal or unenforceable by any court of law in
any jurisdiction, the remaining provisions hereof and thereof shall
be severable and enforceable in accordance with their terms, and
all provisions shall remain enforceable in any other
jurisdiction.

(w) Notices. Any
communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified
mail or delivered by hand, to Fluent, to its principal place of
business, Attention: Corporate Secretary, 33 Whitehall Street, 15th
Floor, New York, New York 10004, and if to the holder of an Award,
to the address as appearing on the records of Fluent.

 

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ANNEX A

DEFINITIONS

“Award”
means any Common Stock, Option, Performance Share, Performance
Unit, Restricted Stock, Stock Appreciation Right, Restricted Stock
Unit or any other award granted pursuant to the Plan.

“Award
Agreement” means a written agreement entered into by Fluent
and a Participant setting forth the terms and conditions of the
grant of an Award to such Participant.

“Board”
means the board of directors of Fluent.

“Cause”
means, with respect to a termination of employment or other service
with Fluent, a termination of employment or other service due to a
Participant’s dishonesty, fraud, or willful
misconduct; provided,
however, that if the Participant and Fluent have
entered into an employment agreement or consulting agreement that
defines the term Cause, the term Cause shall be defined in
accordance with such agreement with respect to any Award granted to
the Participant on or after the effective date of the respective
employment or consulting agreement. The Committee shall determine
in its sole and absolute discretion whether Cause exists for
purposes of the Plan.

“Change in
Control” means: (i) any Person (other than Fluent, any
trustee or other fiduciary holding securities under any employee
benefit plan of Fluent, or any company owned, directly or
indirectly, by stockholders of Fluent in substantially the same
proportions as their ownership of Fluent Common Stock) becomes the
“beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of Fluent
representing more than fifty percent (50%) or more of the value of
Fluent’s then outstanding securities (the “Majority
Owner”); provided, however, that no Change in Control shall
occur under this paragraph (i) unless a person who was not a
Majority Owner at some time after the Effective Date becomes a
Majority Owner after the Effective Date; (ii) a merger,
consolidation, reorganization, or other business combination of
Fluent with any other entity, other than a merger or consolidation
that would result in the securities of Fluent outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity) more than fifty percent (50%) by value of
the securities of Fluent or such surviving entity outstanding
immediately after such merger or consolidation; or (iii) the
consummation of the sale or disposition by Fluent of all or
substantially all of its assets other than (x) the sale or
disposition of all or substantially all of the assets of Fluent to
a Person or Persons who beneficially own, directly or indirectly,
at least fifty percent (50%) or more of the securities of Fluent by
value at the time of the sale or (y) pursuant to a spin-off type transaction,
directly or indirectly, of such assets to the stockholders of the
Fluent.

However, to the
extent that Section 409A of the Code would cause an adverse
tax consequence to a Participant using the above definition, the
term “Change in Control” shall have the meaning
ascribed to the phrase “Change in the Ownership or Effective
Control of a Corporation or in the Ownership of a Substantial
Portion of the Assets of a Corporation” under Treasury
Department Regulation 1.409A-3(i)(5), as
revised from time to time in either subsequent regulations or other
guidance, and in the event that such regulations are withdrawn or
such phrase (or a substantially similar phrase) ceases to be
defined, as determined by the Committee.

“Change in
Control Price” means the price per share of Common Stock paid
in any transaction related to a Change in Control of
Fluent.

“Code”
means the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder.

“Committee”
means a committee or sub-committee of the
Board consisting of two or more members of the Board, none of whom
shall be an officer or other salaried employee of Fluent, and each
of whom shall qualify in all respects as a “non-employee director”
as defined in Rule 16b-3 under the
Exchange Act, and as an “outside director” for purposes
of Code Section 162(m). If no Committee exists, the functions
of the Committee will be

 

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exercised by the
Board; provided,
however, that a Committee shall be created prior to the
grant of Awards to a Covered Employee and that grants of Awards to
a Covered Employee shall be made only by such Committee.
Notwithstanding the foregoing, with respect to the grant of Awards
to non-employee directors,
the Committee shall be the Board.

“Common
Stock” means the common stock, par value $0.001 per share, of
Fluent or any other security into which such common stock shall be
changed as contemplated by the adjustment provisions of
Section 5 of the Plan.

“Company”
means Fluent, the subsidiaries of Fluent and all other entities
whose financial statements are required to be consolidated with the
financial statements of Fluent pursuant to United States generally
accepted accounting principles, and any other entity determined to
be an affiliate of Fluent as determined by the Committee in its
sole and absolute discretion.

“Covered
Individual” means any current or former member of the
Committee, any current or former officer or director of Fluent, or,
if so determined by the Committee in its sole discretion, any
individual designated pursuant to Section 4(c).

“Disability”
means a “permanent and total disability” within the
meaning of Code Section 22(e)(3); provided, however, that if a
Participant and Fluent have entered into an employment or
consulting agreement that defines the term Disability for purposes
of such agreement, Disability shall be defined pursuant to the
definition in such agreement with respect to any Award granted to
the Participant on or after the effective date of the respective
employment or consulting agreement. The Committee shall determine
in its sole and absolute discretion whether a Disability exists for
purposes of the Plan.

“Dividend
Equivalents” means an amount equal to the cash dividends paid
by Fluent upon one share of Common Stock subject to an Award
granted to a Participant under the Plan.

“Eligible
Individual” means any employee, consultant, officer, director
(employee or non-employee director) or
independent contractor of Fluent, any Prospective Employee to whom
Awards are granted in connection with an offer of future employment
with Fluent, or any employee, consultant, officer, director
(employee or non-employee director) or
independent contractor of Cogint, Inc. prior to the spin-off of
Fluent.

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

“Exercise
Price” means the purchase price per share of each share of
Common Stock subject to an Award.

“Fair Market
Value” means, unless otherwise required by the Code, as of
any date, the last sales price reported for the Common Stock on the
day immediately prior to such date (i) as reported by the
national securities exchange in the United States on which it is
then traded, or (ii) if not traded on any such national
securities exchange, as quoted on an automated quotation system
sponsored by the Financial Industry Regulatory Authority, Inc., or
if the Common Stock shall not have been reported or quoted on such
date, on the first day prior thereto on which the Common Stock was
reported or quoted; provided,
however, that the Committee may modify the definition
of Fair Market Value to reflect any changes in the trading
practices of any exchange or automated system sponsored by the
Financial Industry Regulatory Authority, Inc. on which the Common
Stock is listed or traded. If the Common Stock is not readily
traded on a national securities exchange or any system sponsored by
the Financial Industry Regulatory Authority, Inc., the Fair Market
Value shall be determined in good faith by the
Committee.

“Grant
Date” means, unless otherwise provided by applicable law, the
date on which the Committee approves the grant of an Award or such
later date as is specified by the Committee and set forth in the
applicable Award Agreement.

 

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“Fluent”
means Fluent, Inc., a Delaware corporation.

“Incentive
Stock Option” means an “incentive stock option”
within the meaning of Code Section 422.

“Non-Qualified Stock
Option” means an Option that is not an Incentive Stock
Option.

“Option”
means an option to purchase Common Stock granted pursuant to
Sections 6 of the Plan.

“Participant”
means any Eligible Individual who holds an Award under the Plan and
any of such individual’s successors or permitted
assigns.

“Performance
Goals” means the specified performance goals that have been
established by the Committee in connection with an
Award.

“Performance
Period” means the period during which Performance Goals must
be achieved in connection with an Award granted under the
Plan.

“Performance
Share” means a right to receive a fixed number of shares of
Common Stock, or the cash equivalent, which is contingent on the
achievement of certain Performance Goals during a Performance
Period.

“Performance
Unit” means a right to receive a designated dollar value, or
shares of Common Stock of the equivalent value, which is contingent
on the achievement of Performance Goals during a Performance
Period.

“Person”
shall mean any person, corporation, partnership, limited liability
company, joint venture or other entity or any group (as such term
is defined for purposes of Section 13(d) of the Exchange Act),
other than a Parent or subsidiary of Fluent.

“Plan”
means this Fluent, Inc. Stock Incentive Plan.

“Prospective
Employee” means any individual who has committed to become an
employee or independent contractor of Fluent within sixty
(60) days from the date an Award is granted to such
individual.

“Restricted
Stock” means Common Stock subject to certain restrictions, as
determined by the Committee, and granted pursuant to Section 8
hereunder.

“Restricted
Stock Unit” means a right, granted under this Plan, to
receive Common Stock upon the satisfaction of certain conditions,
or if later, at the end of a specified deferral period following
the satisfaction of such conditions.

“Section 424
Employee” means an employee of Fluent or any
“subsidiary corporation” or “parent
corporation” as such terms are defined in and in accordance
with Code Section 424. The term “Section 424
Employee” also includes employees of a corporation issuing or
assuming any Options in a transaction to which Code
Section 424(a) applies.

“Stock
Appreciation Right” means the right to receive all or some
portion of the increase in value of a fixed number of shares of
Common Stock granted pursuant to Section 7
hereunder.

“Transfer”
means, as a noun, any direct or indirect, voluntary or involuntary,
exchange, sale, bequeath, pledge, mortgage, hypothecation,
encumbrance, distribution, transfer, gift, assignment or other
disposition or attempted disposition of, and, as a verb, directly
or indirectly, voluntarily or involuntarily, to exchange, sell,
bequeath, pledge, mortgage, hypothecate, encumber, distribute,
transfer, give, assign or in any other manner whatsoever dispose or
attempt to dispose of.

 

A-16