Exhibit 10.29 
 
 Integral
Technologies, Inc. 2009 Stock Plan
 
 SECTION
      1.
              INTRODUCTION
 
 1.1           Establishment.  Effective
as provided in Section 17, Integral Technologies, Inc., a Nevada corporation
(the “Company”), hereby establishes this plan of stock-based compensation
incentives for selected Eligible Participants of the Company and its affiliated
corporations.  This Plan shall be known as the Integral Technologies,
Inc. 2009 Stock Plan (the “Plan”).
 
 1.2           Purpose.  The
purpose of this Plan is to promote the best interest of the Company, and its
stockholders by providing a means of non-cash remuneration to selected Eligible
Participants.
 
 SECTION
      2.
              DEFINITIONS
 
 The
following definitions shall be applicable to the terms used in this
Plan:
 
 2.1           “Affiliated Corporation”
means any corporation that is either a parent corporation with respect to the
Company or a subsidiary corporation with respect to the Company (within the
meaning of Sections 424(e) and (f), respectively, of the Internal Revenue
Code).
 
 2.2           “Code” means the Internal
Revenue Code of 1986, as it may be amended from time to time.
 
 2.3           “Committee” means a committee
designated by the Board of Directors to administer this Plan or, if no committee
is so designated, the Board of Directors.  Any Committee member who is
also an Eligible Participant may receive an Option or Stock Award only if he
abstains from voting in favor of a grant to himself, and the grant is determined
and approved by the remaining Committee members. The Board of Directors, in its
sole discretion, may at any time remove any member of the Committee and appoint
another Director to fill any vacancy on the Committee.
 
 2.4           “Common Stock” means the
Company's $.001 par value common stock.
 
 2.5           “Company”means Integral
Technologies, Inc., a Nevada corporation.
 
 2.6           “Effective Date” means the
effective date of this Plan, as set forth in Section 17 hereof.
 
 2.7           “Eligible Participant” means
any employee, director, officer, consultant, or advisor of the Company who is
determined (in accordance with the provisions of Section 4 hereof) to be
eligible to receive an Option or Stock Award hereunder.
 
 2.8           “Option” means the grant to
an Eligible Participant of a right to acquire shares of Common
Stock.
 
 2.9           “Plan” means this Integral
Technologies, Inc. 2009 Stock Plan dated July 14, 2009.
 
 2.10           “Stock Award” means the grant
to an Eligible Participant of shares of Common Stock issuable directly under
this Plan rather than upon exercise of an Option.
 
 Wherever
appropriate, words used in this Plan in the singular may mean the plural, the
plural may mean the singular, and the masculine may mean the
feminine.
 
 
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      Technologies, Inc. 2009 Stock Plan
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  SECTION
      3.
              ADOPTION
      AND ADMINISTRATION OF THIS PLAN
 
 Upon
adoption by the Company's Board of Directors, this Plan became effective as of
July 14th, 2009.  In the absence of contrary action by the Board of
Directors, and except for action taken by the Committee pursuant to Section 4 in
connection with the determination of Eligible Participants, any action taken by
the Committee or by the Board of Directors with respect to the implementation,
interpretation or administration of this Plan shall be final, conclusive and
binding.
 
 SECTION
      4.
              ELIGIBILITY
      AND AWARDS
 
 The
Committee shall determine at any time and from time to time after the effective
date of this Plan:  (i) the Eligible Participants; (ii) the number of
shares of Common Stock issuable directly or to be granted pursuant to an Option;
(iii) the price per share at which each Option may be exercised, in cash or
cancellation of fees for services for which the Company is liable, if
applicable, or the value per share if a direct issue of stock pursuant to a
Stock Award; and (iv) the terms on which each Option may be
granted.  Such determination, as may from time to time be amended or
altered at the sole discretion of the Committee.  Notwithstanding the
provisions of Section 3 hereof, no such determination by the Committee shall be
final, conclusive and binding upon the Company unless and until the Board of
Directors has approved the same; provided, however, that if the Committee is
composed of a majority of the persons then comprising the Board of Directors of
the Company, such approval by the Board of Directors shall not be
necessary.
 
 SECTION
      5.
              GRANT
      OF OPTION OR STOCK AWARD
 
 Subject
to the terms and provisions of this Plan, the terms and conditions under which
an Option or Stock Award may be granted to an Eligible Participant shall be set
forth in a written agreement (i.e., a Consulting Agreement, Services Agreement,
Fee Agreement, or Employment Agreement) or, if an Option, a written Grant of
Option in the form attached hereto as Exhibit A (which may
contain such modifications thereto and such other provisions as the Committee,
in its sole discretion, may determine).
 
 SECTION
      6.
              TOTAL
      NUMBER OF SHARES OF COMMON STOCK
 
 The total
number of shares of Common Stock reserved for issuance by the Company either
directly as Stock Awards or underlying Options granted under this Plan shall not
be more than 4,000,000.  The total number of shares of Common Stock
reserved for such issuance may be increased only by a resolution adopted by the
Board of Directors and amendment of this Plan.  Such Common Stock may
be authorized and unissued or reacquired Common Stock of the
Company.
 
 SECTION
      7.
              PURCHASE
      OF SHARES OF COMMON STOCK
 
 7.1           As
soon as practicable after the determination by the Committee and approval by the
Board of Directors (if necessary, pursuant to Section 4 hereof) of the Eligible
Participants and the number of shares an Eligible Participant may be issued
directly as a Stock Award or eligible to purchase pursuant to an Option, the
Committee shall give written notice thereof to each Eligible Participant, which
notice may be accompanied by the Grant of Option, if appropriate, to be executed
by such Eligible Participant.
 
 7.2           The
negotiated cost basis of stock issued directly as a Stock Award or the exercise
price for each Option to purchase shares of Common Stock pursuant to paragraph
7.1 shall be as determined by the Committee, it being understood that the price
so determined by the Committee may vary from one Eligible Participant to
another.  In computing the negotiated direct issue price as a Stock
Award or the Option exercise price per share of Common Stock, the Committee
shall take into consideration, among other factors, the restrictions set forth
in Section 11 hereof.
 
 
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      Technologies, Inc. 2009 Stock Plan
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  SECTION
      8.
              TERMS
      AND CONDITIONS OF OPTIONS
 
 The
Committee shall determine the terms and conditions of each Option granted to
Eligible Participants, which terms shall be set forth in writing.  The
terms and conditions so set by the Committee may vary from one Eligible
Participant to another.  In the event that all the Committee approves
an Option permitting deferred payments, the Eligible Participant's obligation to
pay for such Common Stock may be evidenced by a promissory note executed by such
Eligible Participant and containing such modifications thereto and such other
provisions as the Committee, in its sole discretion, may determine.
 
 SECTION
      9.
              DELIVERY
      OF SHARES OF COMMON STOCK UPON EXERCISE OF
  OPTION
 
 The
Company shall deliver to each Eligible Participant such number of shares of
Common Stock as such Eligible Participant is entitled to receive pursuant to a
Stock Award or elects to purchase upon exercise of the Option.  Such
shares, which shall be fully paid and nonassessable upon the issuance thereof
(unless a portion or all of the purchase price shall be paid on a deferred
basis) shall be represented by a certificate or certificates registered in the
name of the Eligible Participant and stamped with an appropriate legend
referring to the restrictions thereon, if any.  Subject to the terms
and provisions of the Nevada General Corporation Law and the written agreement
to which he is a party, an Eligible Participant shall have all the rights of a
stockholder with respect to such shares, including the right to vote the shares
and to receive all dividends or other distributions paid or made with respect
thereto (except to the extent such Eligible Participant defaults under a
promissory note, if any, evidencing the deferred purchase price for such
shares), provided that such shares shall be subject to the restrictions
hereinafter set forth.  In the event of a merger or consolidation to
which the Company is a party, or of any other acquisition of a majority of the
issued and outstanding shares of Common Stock of the Company involving an
exchange or a substitution of stock of an acquiring corporation for Common Stock
of the Company, or of any transfer of all or substantially all of the assets of
the Company in exchange for stock of an acquiring corporation, a determination
as to whether the stock of the acquiring corporation so received shall be
subject to the restrictions set forth in Section 11 shall be made solely by the
acquiring corporation.
 
 SECTION
      10.
              RIGHTS
      OF EMPLOYEES; ELIGIBLE PARTICIPANTS
 
 10.1           Employment.  Nothing
contained in this Plan or in any Option or Stock Award granted under this Plan
shall confer upon any Eligible Participant any right with respect to the
continuation of his or her employment by the Company or any Affiliated
Corporation, or interfere in any way with the right of the Company or any
Affiliated Corporation, subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or to
increase or decrease the compensation of the Eligible Participant from the rate
in existence at the time of the grant of an Option or Stock
Award.  Whether an authorized leave of absence, or absence in military
or government service, shall constitute termination of employment shall be
determined by the Committee at the time.
 
 10.2           Non-transferability.  No
right or interest of any Eligible Participant in an Option or Stock Award shall
be assignable or transferable during the lifetime of the Eligible Participant,
either voluntarily or involuntarily, or subjected to any lien, directly or
indirectly, by operation of law, or otherwise, including execution, levy,
garnishment, attachment, pledge or bankruptcy.  However, the Board of
Directors may, in its sole discretion, permit transfers to family members if and
to the extent such transfers are permissible under applicable securities
laws.  In the event of an Eligible Participant's death, an Eligible
Participant's rights and interest in an Option or Stock Award shall be
transferable by testamentary will or the laws of descent and distribution, and
delivery of any shares of Common Stock due under this Plan shall be made to, and
exercise of any Options may be made by, the Eligible Participant's legal
representatives, heirs or legatees.  If in the opinion of the
Committee a person entitled to payments or to exercise rights with respect to
this Plan is unable to care for his or her affairs because of mental condition,
physical condition, or age, payment due such person may be made to, and such
rights shall be exercised by, such person's guardian, conservator or other legal
personal representative upon furnishing the Committee with evidence satisfactory
to the Committee of such status.
 
 
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      Technologies, Inc. 2009 Stock Plan
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  SECTION
      11.
              GENERAL
      RESTRICTIONS
 
 11.1          Representations.  The
Company may require any Eligible Participant to whom an Option or Stock Award is
granted, as a condition of exercising such Option, or receiving such Stock
Award, to give written assurances in substance and form satisfactory to the
Company and its counsel to the effect that such person is acquiring the Common
Stock subject to the Option or Stock Award for his or her own account for
investment and not with any present intention of selling or otherwise
distributing the same, and to such other effects as the Company deems necessary
or appropriate in order to comply with federal and applicable state securities
laws.
 
 11.2          Restrictions on Transfer of
Common Stock.  The shares of Common Stock issuable directly as
a Stock Award or upon exercise of an Option may not be offered for sale, sold or
otherwise transferred except pursuant to an effective registration statement or
pursuant to an exemption from registration, the availability of which is to be
established to the satisfaction of the Company, and any certificates
representing shares of Common Stock will bear a legend to that
effect.  However, the Company may, in the sole discretion of the Board
of Directors, register with the Securities and Exchange Commission some or all
of the shares of Common Stock reserved for issuance under this
Plan.  Special resale restrictions may, however, continue to apply to
officers, directors, control shareholders and affiliates of the Company and such
persons will be required to obtain an opinion of counsel as regards their
ability to resell shares received pursuant to this Plan.
 
 11.3          Compliance with Securities
Laws.  Each Option or Stock Award shall be subject to the
requirement that if at any time counsel to the Company shall determine that the
listing, registration or qualification of the shares of Common Stock subject to
such Option or Stock Award upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental or regulatory body,
is necessary as a condition of, or in connection with, the issuance or purchase
of shares thereunder, such Option or Stock Award may not be accepted or
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained on conditions
acceptable to the Committee.  Nothing herein shall be deemed to
require the Company to apply for or to obtain such listing, registration or
qualification.
 
 11.4          Changes in Accounting
Rules.  Notwithstanding any other provision of this Plan to the
contrary, if, during the term of this Plan, any changes in the financial or tax
accounting rules applicable to Options or Stock Awards shall occur that, in the
sole judgment of the Committee, may have a material adverse effect on the
reported earnings, assets or liabilities of the Company, the Committee shall
have the right and power to modify as necessary, or cancel, any then outstanding
and unexercised Options.
 
 SECTION
      12.
              COMPLIANCE
      WITH TAX REQUIREMENTS
 
 Each
Eligible Participant shall be liable for payment of all applicable federal,
state and local income taxes incurred as a result of the receipt of a Stock
Award or an Option, the exercise of an Option, and the sale of any shares of
Common Stock received pursuant to a Stock Award or upon exercise of an
Option.   The Company may be required, pursuant to applicable tax
regulations, to withhold taxes for an Eligible Participant, in which case the
Company's obligations to deliver shares of Common Stock upon the exercise of any
Option granted under this Plan or pursuant to any Stock Award, shall be subject
to the Eligible Participant's satisfaction of all applicable federal, state and
local income and other income tax withholding requirements.
 
 SECTION
      13.
              PLAN
      BINDING UPON ASSIGNS OR TRANSFEREES
 
 In the
event that, at any time or from time to time, any Option or Stock Award is
assigned or transferred to any party (other than the Company) pursuant to the
provisions of Section 10.2 hereof, such party shall take such Option or Stock
Award pursuant to all provisions and conditions of this Plan, and, as a
condition precedent to the transfer of such interest, such party shall agree
(for and on behalf of himself or itself, his or its legal representatives and
his or its transferees and assigns) in writing to be bound by all provisions of
this Plan.
 
 
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      Technologies, Inc. 2009 Stock Plan
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  SECTION
      14.
              COSTS
      AND EXPENSES
 
 All costs
and expenses with respect to the adoption, implementation, interpretation and
administration of this Plan shall be borne by the Company.
 
 SECTION
      15.
              CHANGES
      IN CAPITAL STRUCTURE OF THE COMPANY
 
 Appropriate
adjustments shall be made to the number of shares of Common Stock issuable
pursuant to an incomplete or pending Stock Award that has not yet been delivered
or upon exercise of any Options and the exercise price thereof in the event of:
(i) a subdivision or combination of any of the shares of capital stock of the
Company; (ii) a dividend payable in shares of capital stock of the Company;
(iii) a reclassification of any shares of capital stock of the Company; or (iv)
any other change in the capital structure of the Company.
 
 SECTION
      16.
              PLAN
      AMENDMENT, MODIFICATION AND
TERMINATION
 
 The
Board, upon recommendation of the Committee or at its own initiative, at any
time may terminate and at any time and from time to time and in any respect, may
amend or modify this Plan, including:
 
 (a)           Increase
the total amount of Common Stock that may be awarded under this Plan, except as
provided in Section 15 of this Plan;
 
 (b)           Change
the classes of persons from which Eligible Participants may be selected or
materially modify the requirements as to eligibility for participation in this
Plan;
 
 (c)           Increase
the benefits accruing to Eligible Participants; or
 
 (d)           Extend
the duration of this Plan.
 
 Any
Option or other Stock Award granted to a Eligible Participant prior to the date
this Plan is amended, modified or terminated will remain in effect according to
its terms unless otherwise agreed upon by the Eligible Participant; provided,
however, that this sentence shall not impair the right of the Committee to take
whatever action it deems appropriate under Section 11 or Section
15.  The termination or any modification or amendment of this Plan
shall not, without the consent of a Eligible Participant, affect his rights
under an Option or other Stock Award previously granted to him.
 
 SECTION
      17.
              EFFECTIVE
      DATE OF THIS PLAN
 
 17.1          Effective
Date.  This Plan is effective as of July 14th, 2009, the date
it was adopted by the Board of Directors of the Company.
 
 17.2          Duration of this
Plan.  This Plan shall terminate at midnight on July 13, 2014,
which is the day before the fifth anniversary of the Effective Date, and may be
extended thereafter or terminated prior thereto by action of the Board of
Directors; and no Option or Stock Award shall be granted after such
termination.  Options and Stock Awards outstanding at the time of this
Plan termination may continue to be exercised, or become free of restrictions,
in accordance with their terms.
 
 
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      Technologies, Inc. 2009 Stock Plan
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  SECTION
      18.
              BURDEN
      AND BENEFIT
 
 The terms
and provisions of this Plan shall be binding upon, and shall inure to the
benefit of, each Eligible Participant, his executives or administrators, heirs,
and personal and legal representatives.
 
 Dated as
of the 14th day of July, 2009.
 
 INTEGRAL
      TECHNOLOGIES, INC.By:
              /s/ William S.
    RobinsonWilliam
      S. Robinson, Chief Executive
Officer
 
 
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      Technologies, Inc. 2009 Stock Plan
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  EXHIBIT
A
 
 FORM
OF
 GRANT
OF OPTION PURSUANT TO THE
 INTEGRAL
TECHNOLOGIES, INC. 2009 STOCK PLAN
 
 
 Integral
Technologies, Inc., a Nevada corporation (the “Company”), hereby grants to
________________________________ (“Optionee”) an Option to purchase ___________
shares of common stock, $.001 par value (the “Shares”) of the Company at the
purchase price of $______ per share (the “Purchase Price”), in accordance with
and subject to the terms and conditions of the Integral Technologies, Inc.2009
Stock Plan (the “Plan”).  This option is exercisable in whole or in
part, and upon payment in cash or cancellation of fees, or other form of payment
acceptable to the Company, to the principal office of the Company.
 
 In the
event that Optionee’s consultant status with the Company or any of its
subsidiaries ceases or terminates for any reason whatsoever, including, but not
limited to, death, disability, or voluntary or involuntary cessation or
termination (“Cessation”), this Grant of Option shall terminate with respect to
any portion of this Grant of Option that has not vested prior to the date of
cessation or termination of the consultant status, as determined in the sole
discretion of the Company.  In the event of Cessation, this Grant of
Option shall immediately terminate in full with respect to any un-vested
options. Any vested but un-exercised options must be exercised within 30 days
after the date of Cessation, notwithstanding the Expiration Date set forth
below.
 
 Subject
to the preceding paragraph, this Grant of Option, or any portion hereof, may be
exercised only to the extent vested per the attached schedule, and must be
exercised by Optionee no later than ____________________________ (the
“Expiration Date”) by (i) notice in writing, signed by Optionee; and (ii)
payment of the Purchase Price of a minimum of $1,000 (unless the Purchase Price
for the exercise of all vested options available to be exercised totals less
than $1,000) pursuant to the terms of this Grant of Option and the
Plan.  Any portion of this Grant of Option that is not exercised on or
before the Expiration Date shall lapse.  The notice must refer to this
Grant of Option, and it must specify the number of shares being purchased, and
recite the consideration being paid therefor.  Notice shall be deemed
given on the date on which the notice is received by the Company.
 
 This
Option shall be considered validly exercised once payment therefor has cleared
the banking system or the Company has issued a credit memo for services in the
appropriate amount, and the Company has received written notice of such
exercise.  If payment is not received within two business days after
the date the notice is received, the Company may deem the notice to be
invalid.
 
 If
Optionee fails to exercise this Option in accordance with this Grant of Option,
then this Grant of Option shall terminate and have no force and effect, in which
event the Company and Optionee shall have no liability to each other with
respect to this Grant of Option.
 
 This
Option may be executed simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
 
 The
validity, construction and enforceability of this Grant of Option shall be
construed under and governed by the laws of the State of Nevada, without regard
to its rules concerning conflicts of laws, and any action brought to enforce
this Grant of Option or resolve any controversy, breach or disagreement relative
hereto shall be brought only in a court of competent jurisdiction within the
state and county of the Company’s principal office.
 
 The
shares of common stock issuable upon exercise of the Option (the “Underlying
Shares”) may not be sold, exchanged, assigned, transferred or permitted to be
transferred, whether voluntarily, involuntarily or by operation of law,
delivered, encumbered, discounted, pledged, hypothecated or otherwise disposed
of until  an Opinion of Counsel, satisfactory to the Company, has been
received, which opinion sets forth the basis and availability of any exemption
for resale or transfer from federal or state securities registration
requirements.
 
 
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      Technologies, Inc. 2009 Stock Plan
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  The
shares of common stock issued upon exercise of the Option (the “Underlying
Shares”) may not be available for resale pursuant to Rule 144 until at least six
months after the issue of the Underling Shares.
 
 This
Grant of Option relates to options granted on ____________________,
_____.
 
 
 INTEGRAL
      TECHNOLOGIES, INC.BY
      THE BOARD OF DIRECTORSOR
      A SPECIAL COMMITTEE THEREOFNOT
      FOR EXECUTIONBy:OPTIONEE:NOT
      FOR EXECUTION
 
 
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      Technologies, Inc. 2009 Stock Plan
              Page
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 Grant
of Option pursuant to the
 Integral
Technologies, Inc. 2009 Stock Plan
 
 Optionee:Options
      Granted:Purchase
      Price:
              $
              per ShareDate
      of Grant:Exercise
      Period:
              
              toVesting
      Schedule:
              option
      on
                #shares
              
              date
      vested
              (assuming
      continued employment, etc.)Exercised
      to Date:
              
              including
      this exerciseBalance
      to be Exercised:
   
  NOTICE
OF EXERCISE
 (TO BE
SIGNED ONLY UPON EXERCISE OF THE OPTION)
 
 TO:
              Integral
      Technologies, Inc. (“Optionor”)
 
 The
undersigned, the holder of the Option described above, hereby irrevocably elects
to exercise the purchase rights represented by such Option for, and to purchase
thereunder, _________________ shares of
the Common Stock of Integral Technologies, Inc., and herewith makes payment of
__________________________________
therefor.  Optionee requests that the certificates for such shares be
issued in the name of Optionee and be delivered to Optionee at the address of
____________________________________________________________________________________,
and if such shares shall not be all of the shares purchasable hereunder,
represents that a new Notice of Exercise of like tenor for the appropriate
balance of the shares, or a portion thereof, purchasable under the Grant of
Option pursuant to the Integral Technologies, Inc. 2003 Stock Plan, be delivered
to Optionor when and as appropriate.
 
 
 OPTIONEE:NOT
      FOR EXECUTIONDated:
 
 
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      Technologies, Inc. 2009 Stock Plan
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