Annex A: 5BARz International, Inc.
2013 Stock Incentive Plan


 


5BARZ
INTERNATIONAL, INC. 2013 STOCK INCENTIVE PLAN


(Adopted May 17, 2013)


 


SECTION
1. PURPOSE


 


The purpose
of the 5BARZ
INTERNATIONAL, INC. 2013 Stock Incentive Plan
(the "Plan") is to enhance
the long-term stockholder value of 5BARZ INTERNATIONAL, INC., a Nevada corporation
(the "Company"), by offering opportunities to selected Persons to participate in the Company's
growth and success, and to encourage them to remain in the service of the Company
or a Related Company (as defined
in Section 2) and to acquire and maintain
stock ownership in the Company.


 


SECTION 2. DEFINITIONS


 


ln the Plan:


 


"Award"
means any Option or Stock Award.


 


"Board" means the Board of Directors of the
Company.


 


"Cause,"
unless otherwise defined in the instrument evidencing the Award or in an employment or services agreement between the Company
or a Related Company and a Participant, means
dishonesty, fraud, misconduct, unauthorized use or disclosure of
confidential information or trade secrets or violation of noncompetition and
confidentiality  agreements, or conviction or confession of
a crime punishable by law (except
minor violations), in each case as determined by the Plan Administrator, and its
determination shall be conclusive and binding.


 


"Code" means
the Internal Revenue Code of 1986,
as amended from time to time.


 


"Committee" shall mean
a committee, or subcommittee, consisting of two or more directors
who shall be appointed by
and serve at the pleasure of the Board. To the extent
necessary for compliance with Rule 16b-3, or any successor provision, each of
the members of the Committee shall be a "non-employee director."
Solely for purposes of this Section l(e),
"non-employee director"
shall have the same meaning as set forth in Rule 16b-3 under the Exchange Act, or
any successor provision, as then
in effect.


 


"Common Stock" or "Stock"
means the common stock, $0.001 par value per share,
of the Company. "Company" means
5BARZ INTERNATIONAL, INC., a Nevada corporation.


"Company Transaction" unless otherwise
defined in the instrument evidencing the Award or in
a written employment or services agreement between a Participant and the Company
or a Related Company
and a Participant, means consummation
of either:


 


(a)             
a merger or consolidation of the
Company with or into any other entity; or


 


(b)              
a sale, lease, exchange
or other transfer in one transaction or a series
of related transactions undertaken with a
common purpose of all or substantially
all the Company's then outstanding securities
or all or substantially all the
Company's assets; provided,
however, that a Company Transaction
shall not include a Related Party Transaction.


 


"Disability,"
unless otherwise defined by the Plan Administrator, means a
mental or physical impairment of a Participant
that is expected to result in
death or that has lasted
or is expected to last for a continuous
period of twelve (12) months or more and that causes a Participant to be unable,
in the opinion of the Company, to
perform his or her duties for the
Company or a Related Company and to be engaged in any substantial gainful activity.


 


"Early Retirement" means Termination
of Service (as defined below) prior to Retirement on terms and conditions approved by
the Plan Administrator.


 


"Exchange
Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.


"Fair
Market Value" means the per share value of the Common Stock as
established in good faith by the Plan Administrator or, if the Common Stock is: (a) listed on a national stock exchange
(including any tier of The Nasdaq Stock
Market, The New York Stock Exchange or
The American Stock Exchange), the closing
sales price for the Common Stock as reported by that
market for regular session trading for a single
trading day; or (b) quoted on OTC Bulletin Board, OTC
QX or by the Pink OTC Markets Inc., the
closing sales price reported by such service for a single trading day. Ifthere
is no such reported
price for the Common Stock for the
date in question, then such price
on the last preceding date for which
such price exists shall be determinative
of Fair Market Value.


 


"Grant
Date" means the date on which the Plan Administrator completes
the corporate action relating to the
grant of an Award or such later date specified
by the Plan Administrator, and on
which all conditions
precedent to the grant have been satisfied;
provided, however, that conditions
to the exercisability or vesting of Awards
shall not defer the Grant Date.


 


"Incentive
Stock Option" means an Option granted with
the intention, as reflected in the instrument evidencing the Option, that it qualify
as an "incentive stock option" as that
term is defined in Section 422 of the Code.


 


"Nonqualified Stock Option" means
an Option other than an Incentive Stock Option.



 


"Option" means the
right to purchase Common Stock granted under Section 7.


 


"Option Expiration
Date" has the meaning set forth in Section 7.6.


 


"Option Term''
has the meaning set forth in Section 7.3. 


 


"Participant"
means the Person to whom an Award is granted.


 


"Plan"
means the 5BARZ INTERNATIONAL, INC. 2013
Stock Incentive Plan.


 


"Plan Administrator" shall mean the
Board, or one or more Committees appointed
by the Board, as the
case may be.


 


"Person"
means any individual, corporation,
partnership, limited liability company, firm, joint venture,
association, joint-stock company, trust, incorporated,
organization, governmental or regulatory or other entity.


 


"Related Company"
means any entity that, directly or indirectly, is in control of,
or is controlled by, or is under
common control with the Company.


 


"Related Party Transaction"
means (a) a merger or consolidation of the
Company in which the holders of the outstanding
voting securities of the Company immediately prior
to the merger or consolidation hold
at least a majority of the outstanding
voting securities of the Successor Company immediately
after the merger or consolidation; (b) a sale, lease,
exchange or other transfer of the Company's assets to
a majority-owned subsidiary company; (c) a transaction undertaken for the principal purpose
of restructuring the capital of the Company, including
but not limited to, reincorporating
the Company in a different jurisdiction or creating a holding company; or (d) a corporate
dissolution or liquidation.


 


"Retirement"
unless otherwise defined by the Plan
Administrator from time to time for purposes
of the Plan, means Termination of Service on or after the date the individual
reaches "normal retirement age" as that term is defined in Section 41 l(a)(8)
of the Code.


 


"Securities Act" means the Securities Act of 1933,
as amended.


 


"Stock
Award" means an award of shares
of Common Stock or units denominated
in Common Stock granted under Section
9, the rights of ownership of which
may be subject to restrictions prescribed by the Plan Administrator.


 


"Successor
Company" means the surviving company,
the successor company or its parent, as applicable, in connection
with a Company Transaction.


 


“Termination
of Service" means a termination of employment
or service relationship with the Company or a Related Company for any reason, whether
voluntary or involuntary, including death, Disability, Early Retirement or Retirement,
as determined by the Administrator in its sole discretion. Any question
as to whether and when there has been a
Termination of Service for the purposes of an Award and the cause of such Termination
of Service shall be determined by the Plan Administrator and
its determination shall be final. Transfer of a Participant's employment or
service relationship between Related Corporations, or between the Company and any Related Corporation, shall not be considered
a Termination of Service for purposes of
an Award, but unless the Plan Administrator determines otherwise, a
Termination of Service shall be deemed to occur if a Participant's employment or service
relationship is with an entity that has ceased to be a
Related Corporation.


 


"Vesting Commencement Date" means the
Grant Date or such other date selected by the Plan Administrator as
the date from which the Option begins to
vest for purposes of Section 7.4.


 


SECTION 3. ADMINISTRATION


 


3.1   
Plan Administrator


The Plan shall be administered by
the Plan Administrator. ff and so long as the Common Stock is registered under
Section l2(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the members of
any Committee acting as Plan Administrator, with respect to any members of such
Committee(s) subject or likely to become subject to Section 16 of the Exchange
Act, the provisions regarding (a) "outside directors" as
contemplated by Section 162(m) of the Code and (b) "nonemployee
directors" as contemplated by Rule 
16b-3 under the Exchange Act. Notwithstanding the foregoing, the Board may delegate the responsibility for administering
the Plan with respect to designated classes of eligible Persons to different Committees,
subject to such limitations as the Board deems appropriate.
A Committee member shall serve at the pleasure
of the Board for such term as the Board
may determine, subject to removal by the Board at any time. To
the extent consistent with applicable law, the Board may authorize one or more senior
executive officers of the Company to grant Awards to designated classes of eligible Persons, within the limits
specifically prescribed by the Board.


 


3.2   
Administration and Interpretation by Plan Administrator


Except for the terms and conditions explicitly
set forth in this Plan, the Plan Administrator
shall have exclusive authority, in its discretion, to determine all matters
relating to Awards under the Plan, including
the selection of individuals to be granted Awards,
the type of Awards, the number of shares
of Common Stock subject to an Award, all terms,
conditions, restrictions and limitations, if any, of an Award
and the terms of any instrument that evidences
the Award. The Plan Administrator
shall also have exclusive authority to interpret the Plan and the terms of any instrument evidencing the Award and may from
time to time adopt and change rules
and regulations of general application for the Plan's administration.
The Plan Administrator's interpretation of the Plan and
its rules and regulations, and all actions taken and determinations made by the Plan Administrator pursuant
to the Plan, shall be conclusive and binding
on all parties involved or affected. The Plan Administrator may delegate ministerial
duties to such of the Company's officers as
it so determines.


 


 


 


 


SECTION 4.
STOCK SUBJECT TO THE PLAN


 


4.1   
Authorized Number of Shares


 



Subject to adjustment from time to
time as provided in Section 12.1, a maximum of twenty
million (20,000,000) shares of Common
Stock shall be available for issuance under the Plan. Shares issued under the Plan shall be drawn
from authorized and unissued shares of Common Stock or shares of Common Stock
now held or subsequently acquired by the Company.


 

4.2   
Reuse of Shares


Any shares
of Common Stock that have been made subject
to an Award that cease to be subject to
the Award (other than by reason of
exercise or settlement of the Award to the extent it is
exercised for or settled in shares) shall
again be available for issuance in connection with future grants of Awards under
the Plan. In the event shares of Common Stock
issued under the Plan are
reacquired by the Company
pursuant to any forfeiture provision,
right of repurchase or right of first refusal,
such shares shall again be available for
the purposes of the Plan; provided, however, that the maximum number of shares
that may be issued upon the exercise of Incentive Stock Options shall equal the share
number stated in Section 4.1, subject to
adjustment from time to time as provided in Section 12.1.


 


SECTION 5. ELIGIBILITY


An Award may be granted
to eligible Persons, including any
officer, director or employee of the Company, or a Related Company, that the Plan Administrator
from time to time selects. If an Award is
granted to any consultant, advisor or independent
contractor who provides services to the
Company or any Related Company,
the services rendered must be bona fide
services that (i) are not in connection
with the offer and/or
sale of any of the Company's securities
in a capital-raising transaction, and
(ii) do not directly or indirectly promote
or maintain a market for any
of the Company's securities.


 


SECTION 6. AWARDS


 


		6.1	Form and Grant of Awards



The Plan Administrator shall
have the authority, in its sole discretion, to determine the type or types
of Awards to be granted under the Plan. Awards may be granted singly or in combination.


 


		6.2	Settlement of Awards



The
Company may settle Awards through the delivery of shares
of Common Stock, the granting
of replacement Awards or any combination
thereof as the Plan Administrator shall
determine. Any Award settlement, including payment deferrals, may be subject to such
conditions, restrictions and
contingencies as the Plan Administrator shall determine. The Plan Administrator may
permit or require the deferral of
any Award payment, subject to such rules
and procedures as it may establish, which
may include provisions for the payment
or crediting of interest, or dividend
equivalents, including converting such credits into deferred stock equivalents.


 


		6.3	Acquired Company Awards



Notwithstanding anything in the Plan
to the contrary, the Plan Administrator may grant Awards under the Plan in substitution
for awards issued under other plans, or assume under the Plan awards issued under other
plans, if the other plans are or
were plans of other acquired entities, or
the parent of such acquired entity ("Acquired Entities") and the new Award is substituted, or
the old award is assumed, by reason of a merger, consolidation, acquisition of
property or stock, reorganization or liquidation (the "Acquisition Transaction").
In the event that a written agreement pursuant to which the Acquisition Transaction is completed is approved by the Board
and said agreement sets forth the terms and conditions of the substitution for or assumption
of outstanding awards of the Acquired Entity, said terms and conditions shall be deemed
to be the action of the Plan Administrator without any further action
by the Plan Administrator, except as may
be required for compliance with Rule l6b-3 under the Exchange Act, and the
Persons holding such awards shall be deemed to be Participants.


 


 


SECTION 7. AWARDS OF OPTIONS


 


7.1   
Grant
of Options


The Plan Administrator shall have the
authority, in its sole discretion, to grant Options designated as
Incentive Stock Options or as Nonqualified Stock Options.


 





		7.2	Option Exercise Price


 



The
exercise price for shares purchased under an Option shall be as determined by
the Plan Administrator, but shall not be less
than the minimum exercise price required by Section 8.3 with respect to Incentive
Stock Options.


 


7.3   
Term of Options


Subject to earlier
termination in accordance with the terms of the
Plan and the instrument evidencing the Option, the maximum term of an Option (the "Option Term") shall
be as established for that Option by
the Plan Administrator, or if not so established, shall be ten (10) years from the
Grant Date. For Incentive Stock Options, the Option Term shall be as specified
in Section 8.4.


		7.4	Exercise of Options



The Plan Administrator
shall establish and set forth in each instrument that evidences an Option the time at
which, or the installments in which, the Option shall vest and become exercisable,
any of which provisions may be waived or
modified by the Plan Administrator at any time. If not so established in the instrument
evidencing the Option, the Option shall vest and become exercisable according to the
following schedule, which may be waived or modified by the Plan Administrator at
any time:


 





	Period of Participant's Continuous Employment or Service With the Company or Its Related Companies From the Vesting Commencement Date	 	Portion of Total Option That Is Vested and Exercisable
	After 1 year	 	 33%
	Each additional one-month period of continuous employment or service completed
thereafter	 	 1/36"' of the remaining 75%
	After 3 years	 	100%



 



     

     

    

 


			The Plan Administrator, in its sole discretion,
may adjust the vesting schedule of an Option
held by a Participant who works
less than "full time"
as that term is defined by the
Plan Administrator or who takes
a Company approved leave of absence.



 


			To the extent an Option has
vested and become exercisable, the Option may be exercised in whole or, from time to
time, in part by delivery to the Company of a written
stock option exercise agreement or notice, in a form and in
accordance with procedures established by the Plan Administrator, setting forth the
number of shares with respect to which the Option is being exercised, the restrictions
imposed on the shares purchased under such exercise agreement, if
any, and such representations and agreements as may be required by the Plan Administrator, accompanied by payment in full
as described in Section 7.5. An Option may
be exercised only for whole shares and may not be exercised for less than a
reasonable number of shares at any one time,
as determined by the Plan Administrator.



 


		7.5	Payment of Exercise Price



			The exercise price for shares purchased under an Option shall be paid in full to the Company
by delivery of consideration equal to the product of
the Option exercise price and the
number of shares purchased. Such consideration must be paid before the Company will issue the shares
being purchased and must be in a form or a combination of forms acceptable
to the Plan Administrator for that purchase,
which forms may include:



 


		(a)	cash;



 


		(b)	check;



 


		(c)	tendering (either actually or, if the Common Stock
is registered under Section 12(b) or 12(g)
of the Exchange Act, by
attestation) shares of Common Stock
already owned by a Participant for at
least six (6) months (or any shorter period necessary to avoid
a charge to the Company 's earnings for financial reporting purposes) that
on the day prior to the exercise date have a Fair Market Value equal to the aggregate
exercise price of the shares being purchased under the Option;



 


		(d)	if the Common Stock is registered under Section 12(b) or 12(g)
of the Exchange Act, delivery of a properly executed exercise notice, together with
irrevocable instructions to a brokerage firm designated by the Company to deliver promptly to the Company the aggregate amount
of sale or loan proceeds to pay the Option
exercise price and any withholding tax obligations that may arise in connection with the exercise,
all in accordance with the regulations of the Federal Reserve Board; or



 


		(e)	such other consideration as the Plan Administrator may permit.



 


			In addition, to assist a Participant (including a
Participant who is an officer or a director
of the Company) in acquiring shares of Common
Stock pursuant to an Award granted under the Plan,
the Plan Administrator, in its sole discretion, may authorize, either at the Grant
Date or at any time before the acquisition
of Common Stock pursuant to the Award, (i) the payment by a Participant of
the purchase price of the Common Stock by a full-recourse promissory note or
(ii) the guarantee by the Company of a full-recourse
loan obtained by a Participant from a third party. Subject to the foregoing, the Plan Administrator shall
in its sole discretion specify the terms of any loans or
loan guarantees, including the interest rate and terms of
and security for repayment.



 


7.6        
Post-Termination Exercises


			The Plan Administrator shall establish and set forth
in each instrument that evidences an Option
whether the Option shall continue to be exercisable, and the terms
and conditions of such exercise, if a Participant ceases
to be employed by, or to
provide services to, the Company or
a Related Company, which provisions
may be waived or modified by the Plan Administrator at any time. If not
so established in the instrument evidencing the
Option, the Option shall be exercisable according to the following terms and
conditions, which may be waived or modified by the Plan Administrator at any time:



 


		(a)	Any portion
of an Option that is
not vested and exercisable
on the date of a Participant's Termination
of Service shall expire on such date.



 


		(b)	Any portion
of an Option that is vested and exercisable
on the date of a Participant's Termination of Service shall expire
on the earliest to occur of:



 


		(i)	if the
Participant' s Termination of Service occurs for reasons other than
Cause, Retirement or Early Retirement,
Disability or death, the date which is
three (3) months after such Termination of
Service;



 


(ii)    
if the Participant 's Termination of Service occurs by reason of
Retirement or Early Retirement,


Disability or death, the one-year
anniversary of such Termination of Service;
and


 


		(iii)	the last day of the Option Term (the "Option
Expiration Date").



 


Notwithstanding the foregoing, if a Participant dies after
his or her Termination of Service
but while an Option is otherwise exercisable, the portion of the
Option that is vested and exercisable on such Termination of Service shall expire
upon the earlier to occur of (y) the Option Expiration Date
and (z) the one-year anniversary of the date of death,
unless the Plan Administrator determines otherwise.


 


Also notwithstanding the foregoing, in case a
Participant' s Termination of Service occurs for Cause,
all Options granted to a Participant shall automatically expire
upon first notification to the
Participant of such termination,
unless the Plan Administrator determines
otherwise. lf a Participant's employment
or service relationship with
the Company is suspended pending an investigation of whether a Participant
shall be terminated for Cause, all a Participant's rights
under any Option shall likewise be
suspended during the period
of investigation. If any facts that would
constitute termination for Cause are discovered
after a Participant's Termination of Service, any
Option then held by a Participant may be immediately terminated
by the Plan Administrator, in its sole
discretion.


 


		(c)	A Participant's transfer
of employment or service relationship
between or among the Company and any Related Company, or a change in status from an
employee to a consultant, advisor or independent contractor or a change in status from
a consultant, advisor or independent contractor to an employee,
shall not be considered a Termination
of Service for purposes of this
Section 7.



 


		(d)	The effect
of a Company-approved leave of absence on the
application of this Section 7 shall be determined by the Plan Administrator, in its
sole discretion.



 


SECTION 8. INCENTIVE
STOCK OPTION LIMITATIONS


 


Notwithstanding any other
provisions of the Plan, and to the extent
required by Section 422 of the Code, Incentive
Stock Options shall be subject to the following additional terms and conditions:



     

     

    

		8.1	Dollar Limitation



To the extent the
aggregate Fair Market Value (determined as of
the Grant Date) of Common Stock with respect to which a Participant's Incentive Stock
Options become exercisable for the first time during any calendar year (under
the Plan and all other stock option plans of the Company) exceeds $100,000, such
portion in excess of $100,000 shall be treated as a Nonqualified Stock Option.
In the event a Participant holds two or more such Options that become exercisable for
the first time in the same calendar year, such limitation shall be applied on the basis
of the order in which such Options are granted.


 


		8.2	Eligible Employees



Individuals who are
not employees of the Company or one of its parent companies or subsidiary companies may not be
granted Incentive Stock Options.


 


		8.3	Exercise Price



The exercise price of an
Incentive Stock Option shall be
at least one hundred percent (100%) of
the Fair Market Value of the Common Stock on the
Grant Date, and in the case of an Incentive Stock Option granted to a Participant who
owns more than ten percent ( 10%) of the total combined
voting power of all classes of
the stock of the Company or of
its parent or subsidiary companies (a
"Ten Percent Stockholder"), shall
not be less than one hundred and ten percent (110%) of the Fair Market
Value of the Common Stock on the Grant Date.
The determination of more than ten percent (10%) ownership shall be made
in accordance with Section 422 of the Code.


 


		8.4	Option Term



Subject
to earlier termination in accordance with the terms of the Plan and the instrument
evidencing the Option, the Option Term of an Incentive Stock Option shall not exceed ten
(10) years, and in the case of an Incentive
Stock Option granted to a Ten Percent Stockholder, shall not exceed five (5)
years.


 


		8.5	Exercisability



An Option designated
as an Incentive Stock Option shall cease to qualify for favorable tax treatment as
an Incentive Stock Option to the extent
it is exercised (if permitted by the terms of the Option):


 


		(a)	more than
three (3) months after the date
of a Participant's Termination of Service, if
termination was for reasons other than death or disability;



 


		(b)	more than one (1) year after the
date of a Participant's Termination
of Service, if termination was by reason
of disability; or



 


		(c)	after a Participant has been on leave of absence
for more than ninety (90) days, unless a Participant's reemployment rights
are guaranteed by statute or contract.



 


		8.6	Taxation of Incentive Stock Options



In order to obtain
certain tax benefits afforded to Incentive Stock Options under Section 422 of the Code,
a Participant must hold the shares acquired upon the exercise of an Incentive Stock
Option for two (2) years after the Grant Date and one (1) year after the date of
exercise.


A
Participant may be subject to the alternative
minimum tax at the time of exercise of an Incentive Stock Option. A
Participant shall give the Company prompt written notice of any disposition of
shares acquired on the exercise of an Incentive Stock Option prior to
the expiration of such holding periods.


 


		8.7	Promissory Notes



The
amount of any promissory note delivered pursuant to Section 7.5
herein in connection with an Incentive Stock Option shall bear interest at a rate specified
by the Plan Administrator, but in no case less than the rate required to avoid imputation of interest (taking into account any
exceptions to the imputed interest rules) for federal income tax purposes.


 


8.8 Code
Definitions


For
the purposes of this Section 8, "parent
corporation," "subsidiary corporation"
and "disability" shall have
the meanings attributed to those terms for purposes of Section 422 of the Code.


 


 


SECTION 9. STOCK AWARDS


 


9.1 Grant of Stock
Awards


The Plan Administrator is authorized to
make Awards of shares of Common Stock or Awards
denominated in units of Common Stock on such terms and conditions and subject to such
repurchase or forfeiture restrictions, if any (which may be based on continuous service
with the Company or the achievement of performance goals related to profits,
profit growth, profit-related  return ratios, cash flow or total stockholder return,
where such goals may be stated in absolute terms or relative to comparison companies),
as the Plan Administrator shall determine,
in its sole discretion, which terms, conditions and restrictions shall be set forth
in the instrument evidencing the Award. The terms, conditions and restrictions that
the Plan Administrator  shall have the power to determine shall include, without limitation,
the manner in which shares subject to Stock Awards are held during the
periods they are subject to restrictions and the circumstances under which repurchase or forfeiture of the Stock
Award shall occur by reason of a
Participant's Termination  of Service.


 


9.2 Issuance of Shares


Upon the satisfaction
of any terms, conditions and restrictions prescribed in respect to a Stock
Award, or upon a Participant's release
from any terms, conditions and restrictions of a Stock
Award, as determined by the Plan Administrator, the Company shall release, as
soon as practicable, to a Participant or, in the case of a Participant's death,
to the personal representative of a Participant's estate or as
the appropriate court directs, the appropriate number of shares of Common Stock.


 


9.3 Waiver of
Restrictions


Notwithstanding
any other provision s of the Plan,
the Plan Administrator may, in its sole
discretion, waive the repurchase or forfeiture period and any other terms,
conditions or restrictions on any Stock Award under such circumstances and
subject to such terms and conditions as the Plan Administrator shall deem appropriate.


 


SECTION 10. WITHHOLDING


 


The Company
may require a Participant to pay to
the Company the amount of any taxes that
the Company is required by applicable federal,
state, local or foreign law to withhold with
respect to the grant, vesting or exercise of an Award.
The Company shall not be required
to grant or issue any securities under
the Plan until such obligations are satisfied.


 


The Plan Administrator
may permit or require a Participant to satisfy all or part of his or her tax withholding obligations by (a) paying cash to the
Company, (b) having the Company withhold from any cash amounts otherwise due or to
become due from the Company to a Participant, or (c) having the Company withhold a
number of shares of Common Stock that would otherwise be issued to a Participant (or
become vested, as applicable) having a
value equal to the tax withholding obligations (up to the
employer's minimum required tax withholding rate), or


(d) surrendering
a number of shares of Common Stock a Participant already owns having a value equal to
the tax withholding obligations (up to the employer's minimum  required tax withholding
rate to the extent a Participant has owned the surrendered shares for less
than six (6) months if such a limitation is necessary
to avoid a charge to the Company for financial reporting purposes).


 


SECTION
11. TRANSFERABILITY


 


Neither an Award nor any interest
therein may be assigned, pledged or transferred by a
Participant or made subject to attachment
or similar proceedings otherwise than by will or
by the applicable laws of descent and distribution,
and, during a Participant's lifetime, such Awards may be
exercised only by a Participant. Notwithstanding the foregoing, and to the
extent permitted by Section 422 of the Code, the Plan Administrator, in its sole discretion
may permit a Participant to assign or transfer
an Award
or may permit a Participant to designate a beneficiary who may exercise the
Award or receive payment under the Award after a Participant' s
death; provided, however, that an
Award so assigned or transferred shall
be subject to all the terms and conditions
of the Plan and those contained in the instrument evidencing the Award.


 


SECTION
12. ADJUSTMENTS


 


		12.1Adjustment	of Shares



In
the event, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares,
recapitalization, merger, consolidation,
distribution to stockholders other than a normal cash dividend, or other change in
the Company's corporate or capital structure results in (a) the outstanding
shares of Common Stock, or any securities exchanged therefor or received in their place,
being exchanged for a different number or kind of securities of the Company or of
any other company or (b) new, different or additional securities of the Company or of any other company being received by the holders
of shares of Common Stock of the Company, then the Plan Administrator shall
make proportional adjustments in (i) the maximum number and kind of securities subject
to the Plan and issuable as Incentive Stock Options as set forth
in Section 4 and (ii) the number and
kind of securities that are subject to any
outstanding Award and the per share price of such securities, without any change in
the aggregate price to be paid therefor. The determination by the Plan Administrator as to the
terms of any of the foregoing adjustments shall be conclusive and binding. Notwithstanding
the foregoing, a dissolution or liquidation of the Company or a Company Transaction shall not be
governed by this Section 12.l but shall be governed by Sections 12.2
and 12.3, respectively.


 


		12.2	Dissolution or Liquidation



To the extent not
previously exercised or settled, and unless otherwise determined by the Plan Administrator in its sole discretion,
Options and Stock Awards denominated in units shall terminate immediately prior to the dissolution or liquidation of the Company.
To the extent a forfeiture provision or repurchase right applicable to an Award has
not been waived by the Plan Administrator, the Award shall be forfeited immediately
prior to the consummation of the dissolution or liquidation.


 


		12.3	Company Transaction



		12.3.1	Options



In the event of a
Company Transaction, except as otherwise provided
in the instrument evidencing an Option or in a written employment or services
agreement between a Participant and the Company or a Related Company, the following
shall apply:


 


		(a)	Except as provided
in subsection (b) below, each outstanding
Option shall be assumed or an
equivalent option or right substituted by the Successor Company.



 


		(b)	lf in the event of
a Company Transaction the Successor Company refuses to assume or substitute for
an Option, then each such outstanding Option shall become fully vested and exercisable
with respect to one hundred percent (100%) of the unvested portion of the Option.
Jn such case, the Plan Administrator shall notify a
Participant in writing or electronically that one hundred percent (100%) of the
unvested portion of the Option specified above shall be fully vested and exercisable for a specified time period. At the expiration
of the time period, the Option shall terminate, provided that the Company Transaction
is consummated.



 


		(c)	For the purposes of this
Section 12.3, the Option shall be considered assumed or substituted for if following the Company Transaction the option or right
confers the right to purchase or receive,
for each share of Common Stock subject to the Option
immediately prior to the Company
Transaction, the consideration (whether stock, cash, or other securities
or property) received in the Company
Transaction by holders of Common Stock for each
share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of
the outstanding shares); provided, however, that if
such consideration received in the Company Transaction is not solely common stock of
the Successor Company, the Plan Administrator may, with the consent of the Successor Company, provide for the consideration to
be received upon the exercise of the Option, for each share of Common Stock subject thereto, to be solely common stock of
the Successor Company substantially equal in fair
market value to the per share consideration received by holders of Common Stock in
the Company Transaction. The determination of such substantial equality of value of consideration shall be made by the Plan
Administrator and its determination shall be
conclusive and binding.



 


		(d)	All Options shall terminate
and cease to remain outstanding immediately following the
Company Transaction, except to the extent assumed
by the Successor Company.



 


12.3.2 Stock Awards


In the
event of a Company Transaction, except as otherwise
provided in the instrument evidencing
the Award or
in a written employment or services
agreement between a Participant and the
Company or a Related Company, the vesting of shares subject to Stock Awards shall
accelerate, and the forfeiture provisions
to which such shares are subject shall lapse, if and
to the same extent that the vesting of
outstanding Options accelerates in connection with the Company Transaction.
If unvested Options are to be assumed or
substituted by a Successor Company without acceleration upon the occurrence
of a Company Transaction, the repurchase or forfeiture provisions to
which such Stock Awards are
subject shall continue with respect
to shares of the Successor Company that
may be issued in exchange for such shares.


 


12.4 Further Adjustment
of Awards


Subject to Sections 12.2
and 12.3, the Plan Administrator shall have the
discretion, exercisable at any time
before a sale, merger,
consolidation, reorganization, liquidation, dissolution
or change of control of the Company, as defined by
the Plan Administrator, to take such
further action as it determines to be necessary
or advisable with respect to Awards. Such
authorized action may include (but shall
not be limited to) establishing, amending or waiving the type,
terms, conditions or duration of, or restrictions on,
Awards so as to provide for earlier,
later, extended or additional time for exercise, lifting
restrictions and other modifications, and the Plan
Administrator may take such actions with respect to all Participants,
to certain categories of Participants or
only to individual Participants. The Plan Administrator may take
such action before or after granting Awards to which the
action relates and before or after
any public announcement with respect to such sale, merger, consolidation, reorganization,
liquidation, dissolution or change of
control that is
the reason for such action.


 


12.5 Limitations


The grant of Awards shall in
no way affect the Company's right
to adjust, reclassify, reorganize or otherwise
change its capital or business structure
or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any
part of its business or assets.


 


12.6
Fractional Shares


Inthe
event of any adjustment in the number
of shares covered by any Award,
each such Award shall cover only the number of full shares resulting from such
adjustment.


 


SECTION 13. (Intentionally
Deleted)


SECTION
14. MARKET STANDOFF


In the event of an underwritten public offering
by the Company of its equity securities pursuant
to an effective registration statement filed under the Securities Act,
including the Company's initial public offering, no Person may sell, make any short sale of,
loan, hypothecate,  pledge,
grant any option for the purchase of, or otherwise dispose of or
transfer for value or
otherwise agree to engage in any of the foregoing transactions with respect
to any shares issued pursuant to an Award granted under the Plan without the prior written consent of the Company or its underwriters.
Such limitations shall be in effect for such period of time as may be requested by the
Company or such underwriters
; provided, however,
that in no event shall such period exceed one hundred and eighty (180) days.


In the event
the Company makes any public offering of its securities and determines in its sole discretion that
it is necessary to reduce the number of
issued but unexercised stock purchase rights so as to comply with any state's securities
or Blue Sky Jaw limitations with respect thereto, the Board shall have the right in
its sole discretion (i) to accelerate
the exercisability of any Option and the date on which such Option must be exercised,
provided that the Company gives the Participant prior written notice of such acceleration,
and (ii) to cancel any Options or portions thereof which Participant does not exercise
prior to or contemporaneously
with such public offering.


 


In the
event of any stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the Company's outstanding shares of Common Stock effected as a class
without the Company's receipt of consideration, any new, substituted or additional securities
distributed with respect to the purchased shares shall be immediately subject to the provisions
of this Section 14, to the same extent
the purchased shares are at such time covered by such provisions.


 


In order
to enforce the limitations of this Section 14, the Company may impose stop-transfer
instructions with respect to the purchased shares until the end of the applicable standoff
period.


 


SECTION 15.AMENDMENT
AND TERMINATION


 


		15.1	Amendment, Suspension
or Termination of Plan



The
Board may amend, suspend or terminate the
Plan or any portion of the Plan at any time and in such respects as
it shall deem advisable; provided, however,
that to the extent required for compliance with Section 422 of the Code
or any applicable law or regulation, stockholder approval shall be required for any amendment that would:


 


		(a)	increase the total number of shares of Common Stock
available for issuance under the Plan;
(b) modify the class of employees eligible to
receive Options; or (c) otherwise require stockholder approval
under any applicable law or regulation. Any amendment made to the Plan that
would constitute a "modification" to Incentive Stock Options outstanding on the
date of such amendment shall not, without the consent
of a Participant, be applicable to such outstanding Incentive
Stock Options but shall have prospective
effect only.



 


		15.2	Term of Plan



The Plan shall
have no fixed expiration date; provided, however, that no Incentive Stock Options
may be granted more than ten (10) years after the later of
(a) the adoption by the Board of the Plan and (b) the adoption
by the Board of any amendment to
the Plan that constitutes the adoption of
a new plan for purposes of Section
422 of the Code.


 


		15.3	Consent of Participant



The suspension,
amendment or termination of the Plan or
a portion thereof or the amendment of an outstanding Award shall not, without
a Participant's consent, materially adversely affect any rights under any Award
theretofore granted to a Participant
under the Plan. Any change or adjustment to an outstanding
Incentive Stock Option shall not,
without the consent of a Participant,
be made in a manner so as to
constitute a "modification" that would cause such
Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option.
Notwithstanding the foregoing, any adjustments made pursuant to Sections
12.l through 12.3 shall not be subject
to these restrictions.


 


SECTION 16.GENERAL


 


		16.1	Evidence of Awards



Awards granted under the Plan shall
be evidenced by a written instrument that shall contain such terms,
conditions, limitations and restrictions as the Plan Administrator shall deem
advisable and that are not inconsistent with the Plan.


 


		16.2	No Individual Rights



Nothing in the Plan
or any Award granted under the Plan shall be
deemed to constitute an employment contract
or confer or be deemed to confer on any Participant any right to continue in the employ
of, or to continue any other relationship with
the Company or any Related Company
or limit in any way the right of the Company or any Related
Company to terminate a Participant
's employment or other relationship
at any time, with or
without Cause.


		16.3	Issuance of Shares



Notwithstanding any
other provision of the Plan, the Company shall have no obligation to issue or deliver
any shares of Common Stock under the Plan or make any
other distribution of benefits under the Plan unless,
in the opinion of the Company's counsel, such issuance, delivery or distribution would comply with all applicable laws (including,
without limitation, the requirements of the Securities Act), and the applicable requirements
of any securities exchange or similar entity.


 


The Company shall be under
no obligation to any Participant to register for offering or
resale or to qualify for exemption
under federal, state and/or other securities laws any shares of
Common Stock, security or interest
in a security paid or issued under, or created by,
the Plan, or to continue in effect any such registrations or qualifications if made.


 


To the extent the Plan
or any instrument evidencing an Award provides for issuance of
stock certificates to reflect the issuance of shares
of Common Stock, the issuance may be effected on a
noncertificated basis, to the extent not
prohibited by applicable law or
the applicable rules of any stock
exchange. As a condition to
the exercise of an Option or any
other receipt of Common Stock pursuant to an Award under the Plan, the Company may
require (a) a Participant to represent
and warrant at the time of any such exercise or receipt that such shares
are being purchased or received only for a Participant's own account and without
any present intention to sell or distribute such shares and (b) such other action or
agreement by a Participant as may from time to time be necessary to comply with the
federal, state and/or other securities laws.
At the option of the Company, a stop-transfer
order against any such shares may be placed on the official stock books and records of the
Company, and a legend indicating that such shares may not be pledged, sold or
otherwise transferred, unless an opinion of counsel is provided
(concurred in by counsel for the Company) stating
that such transfer is not in violation
of any applicable law or regulation, may
be stamped on stock certificates to ensure exemption from registration. The Plan Administrator may also
require a Participant to execute and deliver to the Company a purchase agreement
or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to
the shares.


 


		16.4	No Rights as a Stockholder



A Participant (or the Participant's successor
or successors) shall have no rights as a stockholder with respect to any shares of Common Stock covered by an Option or Stock
Award until the date of the issuance
of a stock certificate evidencing such  hares.
No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property),
distributions or other rights for which the record date is prior to
the date such stock certificate is actually
issued (except as otherwise provided in Section 14 of the Plan).


 


16.5 Compliance With Laws and Regulations


Notwithstanding anything
in the Plan to the contrary, the Plan Administrator, in
its sole discretion, may bifurcate the Plan so as to restrict, limit or condition
the use of any provision of the Plan to Participants who are officers or directors
subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other Participants.
Additionally, in interpreting and applying the provisions of
the Plan, any Option granted as an
Incentive Stock Option pursuant to the
Plan shall, to the extent permitted
by law, be construed as an


"incentive stock
option" within the
meaning of Section 422 of the Code.


 


		16.6	Participants in Other Countries



The Plan Administrator shall have
the authority to adopt such modifications, procedures and subplans as may be
necessary or desirable to comply with provisions of the laws of other countries in which
the Company or any Related Company
may operate to assure the viability
of the benefits from Awards granted to Participants employed in such countries and to meet the objectives of
the Plan.


 


		16.7	Trust or Fund



The Plan is intended to constitute an
"unfunded" plan. Nothing contained herein shall require the Company
to segregate any monies or other property, or
shares of Common Stock, or to create any trusts,
or to make any special deposits for
any immediate or deferred amounts payable to any Participant,
and no Participant shall have any
rights that are greater than those of a general
unsecured creditor of the Company.


 


16.8 Severability


If any
provision of the Plan or any Award
is determined to be invalid, illegal or
unenforceable in any jurisdiction , or as to any Person,
or would disqualify the Plan or
any Award under any law deemed applicable by
the Plan Administrator, such provision
shall be construed or deemed amended to conform
to applicable laws, or, if it cannot
be so construed
or deemed amended without, in the
Plan Administrator's determination,
materially altering the


intent of the Plan or
the Award, such provision shall be stricken as to such jurisdiction, Person or Award,
and the remainder of the Plan and any such Award shall remain in full force and effect.


 


		16.9	Choice of Law



The
Plan and all determinations made and
actions taken pursuant hereto, to the extent not
otherwise governed by the laws of
the United States, shall be governed
by the laws of the State of Nevada without giving
effect to principles of conflicts of law.


 


		16.10	Appendix Provisions



Participants who are residents of the
State of California shall be subject to
the additional terms and conditions set forth
in Appendix A to the Plan, attached hereto,
until such time as the Common Stock
becomes a "listed" security under the Securities Act.


 


 


SECTION
17. EFFECTIVE DATE


 


The "effective date" is
the date on which the Plan
is adopted by the
Board. If the stockholders
of the Company do not approve the Plan
within twelve (12) months after the Board's adoption of the
Plan, any Incentive Stock Options
granted under the Plan will be treated as
Nonqualified Stock Options.



     

     

    

APPENDIX A TO THE


5BARZ INTERNATIONAL, lNC.2013
STOCK INCENTIVE PLAN


(For
California Residents Only)


 


This
Appendix to the 5BARZ INTERNATIONA L, INC. 2013 Stock Incentive Plan (the "Plan")
shall have application only to Participants who are residents of the State of California.
Capitalized terms contained
herein shall have the same meanings given
to them in the Plan, unless otherwise provided in this Appendix. Notwithstanding
any provision contained in the Plan to the contrary and to the extent required by applicable law, the following terms and conditions
shall apply to all Awards granted to residents of the State of California, until
such time as the Common Stock becomes a "listed security" under the Securities Act:


 


1.
Options shall have a term of not more than
ten years from the Grant Date.


 


		2.	Awards shall
be nontransferable other than by will or the laws of descent and distribution.
Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code,
the Plan Administrator, in its discretion,
may permit transfer of an Award to a revocable
trust or as otherwise permitted by
Rule 701 of the Securities Act.



 


3. 
Unless employment or
services are terminated for Cause, the right to
exercise an Option in the event of Termination of Service, to the extent that
the Participant is otherwise entitled to exercise an Option
on the date of Termination of Service,
shall be (a) at least six months from the date of a Participant's
Termination of Service if termination was
caused by death or Disability, and (b) at least 30
days from the date of a Participant's Termination of Service if
termination of employment was caused by other than death or Disability, (c)
but in no event later than the Option
Expiration Date.


 


4. 
No Award may be granted to a
resident of California more than ten years after the earlier
of the date of adoption of the Plan
and the date the Plan is approved by the stockholders.


 


5. 
Stockholders of the Company must approve the Plan by
the later of (a) within  12 months
before or after the Plan is adopted by the Board and (b)
prior to or within  12 months of the grant of
an Option under the Plan to a resident of the State of California, except that
stockholders must approve the Plan prior to issuance of any securities under the Plan (other than Options) distributed or sold
to Participants who are residents of the State of California. Any Option exercised by a California resident or shares
issued under an Award to a California
resident shall be rescinded if stockholder approval is not obtained
in the foregoing manner. Shares subject to such Awards shall not be counted in
determining whether such approval is obtained.


 


6. 
To the extent required by applicable law,
the Company shall provide annual financial statements of the Company to each California
resident holding an outstanding Award under the Plan. Such financial statements need not be audited and need not be issued to key
persons whose duties at the Company assure them access to
equivalent information.



     

     

    

5BARZ INTERNATIONAL,
INC.2013 STOCK INCENTIVE PLAN


ADOPTION AND
AMENDMENTS/ADJUSTMENTS SUMMARY PAGE


 


	 Date of Board Action	 	Action 	 	 Section/Effect of Amendment	 	 Stockholder Approval
	 May 17, 2013	 	 Initial Plan Adoption	 	 	 	 None