f8k060909ex10i_adex.htm


     

    Exhibit
10.1

     

    FIRST
AMENDED AND RESTATED ADEX MEDIA, INC.

    EMPLOYEE
STOCK OPTION PLAN

    


    


    1. Purpose. The purpose
of the plan is to provide incentives to attract, retain and motivate eligible
persons whose present and potential contributions are important to the success
of Adex Media, Inc., a Delaware corporation (the “Company”), and its
Subsidiaries and Affiliates, by offering them an opportunity to participate in
the Company’s future performance through awards of Options and Restricted Stock.
Capitalized terms not defined in the text are defined in Section
22.

     

    2.  Shares Subject to the Plan;
Per-Person Award Limitation.

     

    2.1 Number of Shares
Available. Subject to Sections 2.2 and 17, the total number of Shares
reserved and available for grant and issuance pursuant to the Plan shall be Ten
Million (10,000,000) Shares. Subject to Sections 2.2 and 17, Shares shall again
be available for grant and issuance in connection with future Awards under the
Plan that: (a) are subject to issuance upon exercise of an Option but cease to
be subject to such Option for any reason other than exercise of such Option; (b)
are subject to an Award granted hereunder but are forfeited; or (c) are subject
to an Award that otherwise terminates without Shares being issued. Subject to
Sections 2.2 and 17, in no event shall the aggregate number of Shares that may
be issued pursuant to incentive stock options exceed Ten Million (10,000,000)
Shares.

     

    2.2  Adjustment of Shares.
In the event that the number of outstanding Shares is changed by a stock
dividend, recapitalization, stock split, reverse stock split, subdivision or
similar change in the capital structure of the Company without consideration,
then: (a) the number of Shares reserved for issuance under the Plan; (b) the
Exercise Prices of and number of Shares subject to outstanding Options; and (c)
the number of Shares subject to other outstanding Awards shall be
proportionately adjusted, subject to any required action by the Board or the
shareholders of the Company and in compliance with applicable securities
laws.

     

    2.3 Individual Award
Limitation. Notwithstanding any other provision in this Plan, and in
addition to any requirements of this Plan, the maximum number of Shares granted
hereunder to any one Participant may not exceed twenty percent (20%) of the
total Shares subject to the Plan (subject to adjustments as provided in Sections
2.2 and 17 hereof).

     

    3. Eligibility.

     

    3.1 General. All Awards
set forth herein may be granted to employees, officers,
directors,  consultants and advisors of the Company or any Parent,
Subsidiary or Affiliate of the Company, provided such consultants and advisors
render bona fide services not in connection with the offer and sale of
securities in a capital-raising transaction.  A person may be granted
more than one Award under the Plan.

     

     

    
      
        
        

      

      
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    4. Administration.

     

    4.1 Compensation
Committee. The Plan shall be administered by a committee ("Committee")
appointed by the Company's Board of Directors. The membership of the Committee
shall be constituted so as to comply at all times with the then applicable
requirements for “outside directors” of Rule 16b-3 promulgated under the
Exchange Act and Section 162(m) of the Code. Any determination made by the
Committee with respect to any Award shall be made in its sole discretion at the
time of grant of the Award or, unless in contravention of any express term of
the Plan or Award, at any later time, and such determination shall be final and
binding on the Company and all persons having an interest in any Award under the
Plan.

     

    4.2 Committee Authority.
Subject to the general purposes, terms and conditions of the Board, the
Committee shall have full power to implement and carry out the Plan. The
Committee may delegate to one or more officers of the Company the authority to
make recommendations to grant an Award under the Plan to Participants who are
not Insiders of the Company. The Committee shall have the authority
to:

     

    (a) construe
and interpret the Plan, any Award Agreement and any other agreement or document
executed pursuant to the Plan;

     

    (b) recommend
to the Board amendments to the rules and regulations relating to the
Plan;

     

    (c) select
the persons to receive Awards;

     

    (d) determine
the form and terms of Awards;

     

    (e) determine
the number of Shares or other consideration subject to Awards;

     

    (f) determine
whether Awards will be granted singly, in combination, in tandem with, in
replacement of, or as alternatives to, other Awards under the Plan or any other
incentive or compensation plan of the Company or any Parent, Subsidiary or
Affiliate of the Company;

     

    (g) determine
the granting of certain waivers of Plan or Award conditions;

     

    (h) determine
the conditions concerning the vesting, exercisability and payment of
Awards;

     

    (i) recommend
to the Board such matters so as to correct any defect, supply any omission, or
reconcile any inconsistency in the Plan, any Award or any Award
Agreement;

     

    (j) determine
whether an Award has been earned; and

     

    (k) make all
other determinations necessary or advisable for the administration of the
Plan.

     

    4.3 Exchange Act
Requirements. If the Company is subject to the Exchange Act, the Company
will take appropriate steps to comply with the disinterested director
requirements of Section 16(b) of the Exchange Act, including but not limited to,
the appointment by the Board of a committee consisting of not less than two
persons (who are members of the Board), each of whom is a Disinterested
Person.

     

     

    
      
        
        

      

      
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    4.4 Address of Committee.
The Committee’s address to which any correspondence or notifications may be sent
or given is:

     

    883 N
Shoreline Blvd.

    Mountain
View, California 94943

    


    5. Options. The
Committee may grant Options to eligible persons and shall determine whether such
Options shall be Incentive Stock Options within the meaning of the Code (“ISO”)
or Nonqualified Stock Options (“NQSO”), the number of Shares subject to the
Option, the Exercise Price of the Option, the period during which the Option may
be exercised, and all other terms and conditions of the Option, subject to the
following:

     

    5.1 Form of Option Grant.
Each Option granted under the Plan shall be evidenced by an Award Agreement
which shall expressly identify the Option as an ISO or NQSO (“Stock Option
Agreement”), and be in such form and contain such provisions (which need not be
the same for each Participant) as the Committee shall from time to time approve,
and which shall comply with and be subject to the terms and conditions of the
Plan.

     

    5.2 Date of Grant. The
date of grant of an Option shall be the date on which the Committee makes the
determination to grant such Option, unless otherwise specified by the Committee.
The Stock Option Agreement and a copy of the Plan will be delivered to the
Participant within a reasonable time after the granting of the
Option.

     

    5.3 Exercise Period.
Options shall be exercisable within the times or upon the events determined by
the Committee as set forth in the Stock Option Agreement; provided, however,
that no Option shall be exercisable after the expiration of ten (10) years from
the date the Option is granted.  The Committee also may provide for
the Options to become exercisable at one time or from time to time, periodically
or otherwise, in such number or percentage as the Committee
determines.

     

    5.4 Exercise Price. The
Exercise Price shall be determined by the Committee when the Option is granted
and may be not less than the par value of a Share on the date of grant provided
that: (i) the Exercise Price of an ISO shall be not less than one hundred
percent (100%) of the Fair Market Value of the Shares on the date of grant; and
(ii) the Exercise Price of any option granted that the Committee intends to
qualify under Section 162(m) of the Code, shall not be less than one hundred
percent (100%) of the Fair Market Value of the Shares on the date of grant.
Payment for the Shares purchased may be made in accordance with Section 7 of the
Plan.

     

    5.5 Default Vesting of
Options.   In the event the Committee does not determine
the specific vesting periods for any Award of stock options as specified in
Section 4.2(h), the Options shall vest and the Participant shall be entitled to
exercise such Option in the following manner:

     

    (a) one-third
of the Award shall vest on the one year anniversary of the date the Award is
granted; and

     

    (b) one-third
of the Award shall vest on the two year anniversary of the date the Award is
granted; and

     

    (c) one-third
of the Award shall vest on the three year anniversary of the date the Award is
granted.

     

     

    
      
        
        

      

      
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    5.6 Method of Exercise.
Options may be exercised only by delivery to the Company of a written stock
option exercise agreement (the “Exercise Agreement”) in a form approved by the
Committee (which need not be the same for each Participant), stating the number
of Shares being purchased, the restrictions imposed on the Shares, if any, and
such representations and agreements regarding Participant’s investment intent
and access to information and other matters, if any, as may be required or
desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price for the number of Shares being
purchased.

     

    5.7 Termination. Unless
otherwise set forth in the Stock Option Agreement, the exercise of an Option
shall be subject to the following:

     

    (a) If the
Participant is Terminated for any reason except death or Disability, then
Participant may exercise such Participant’s Options only to the extent that such
Options would have been exercisable upon the Termination Date no later than
three (3) months after the Termination Date (or such shorter time period as may
be specified in the Stock Option Agreement), but in any event, no later than
ninety (90) days following the expiration date of the Options.

     

    (b) If the
Participant is terminated because of death or Disability (or the Participant
dies within three (3) months of such termination), then Participant’s Options
may be exercised only to the extent that such Options would have been
exercisable by Participant on the Termination Date and must be exercised by
Participant (or Participant’s legal representative or authorized assignee) no
later than twelve (12) months after the Termination Date (or such shorter time
period as may be specified in the Stock Option Agreement), but in any event no
later than the expiration date of the Options; provided, however, that in the
event of termination due to Disability other than as defined in Section 22(e)(3)
of the Code, any ISO that remains exercisable after ninety (90) days after the
date of termination shall be deemed a NQSO.

     

    5.8 Limitations on
Exercise. The Committee may specify a reasonable minimum number of Shares
that may be purchased on any exercise of an Option, provided that such minimum
number will not prevent Participant from exercising the Option for the full
number of Shares for which it is then exercisable.

     

    5.9 Modification, Extension or
Renewal. The Committee may modify, extend or renew outstanding Options
and authorize the grant of new Options in substitution therefor, provided that
any such action may not without the written consent of Participant, impair any
of Participant’s rights under any Option previously granted. Any outstanding ISO
that is modified, extended, renewed or otherwise altered shall be treated in
accordance with Section 424(h) of the Code. The Committee may reduce the
Exercise Price of outstanding Options without the consent of Participants
affected by a written notice to them; provided, however, that the Exercise Price
may not be reduced below the minimum Exercise Price that would be permitted
under Section 5.4 of the Plan for Options granted on the date the action is
taken to reduce the Exercise Price.

     

     

    
      
        
        

      

      
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    5.10 No Disqualification.
Notwithstanding any other provision in the Plan, no term of the Plan relating to
ISOs shall be interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be exercised, so as to disqualify the Plan
under Section 422 of the Code or, without the consent of the Participant
affected, to disqualify any ISO under Section 422 of the Code.

     

    6. Restricted Stock. A
Restricted Stock Award is an offer by the Company to sell to an eligible person
Shares that are subject to restrictions. The Committee shall determine to whom
an offer will be made, the number of Shares the person may purchase, the price
to be paid (the “Purchase Price”), the restrictions to which the Shares shall be
subject, and all other terms and conditions of the Restricted Stock Award,
subject to the following:

     

    6.1 Form of Restricted Stock
Award. All purchases under a Restricted Stock Award made pursuant to the
Plan shall be evidenced by an Award Agreement (“Restricted Stock Purchase
Agreement”) that shall be in such form (which need not be the same for each
Participant) as the Committee, shall from time to time approve, and shall comply
with and be subject to the terms and conditions of the Plan. The offer of
Restricted Stock shall be accepted by the Participant’s execution and delivery
of the Restricted Stock Purchase Agreement and full payment for the shares to
the Company within thirty (30) days from the date the Restricted Stock Purchase
Agreement is delivered to the person. If such person does not execute and
deliver the Restricted Stock Purchase Agreement along with full payment for the
Shares to the Company within thirty (30) days, then the offer shall terminate,
unless otherwise determined by the Committee.

     

    6.2 Purchase Price. The
Purchase Price of Shares sold pursuant to a Restricted Stock Award shall be
determined by the Committee on the date the Restricted Stock Award is granted
but shall in no event less than the par value of the Shares. Payment of the
Purchase Price may be made in accordance with Section 7 of the
Plan.

     

    6.3 Restrictions.
Restricted Stock Awards shall be subject to such restrictions as the Committee
may impose. The Committee may provide for the lapse of such restrictions in
installments and may accelerate or waive such restrictions, in whole or in part,
based on length of service, performance or such other factors or criteria as the
Committee may determine. Restricted Stock Awards that the Committee intends to
qualify under Code section 162(m) shall be subject to a performance-based goal.
Restrictions on such stock shall lapse based on one (1) or more of the following
performance goals: stock price, market share, sales increases, earning per
share, return on equity, cost reductions, or any other similar performance
measure established by the Committee. Such performance measures shall be
established by the Committee, in writing, no later than the earlier of: (a)
ninety (90) days after the commencement of the performance period with respect
to which the Restricted Stock award is made; and (b) the date as of which
twenty-five percent (25%) of such performance period has elapsed.

     

    7. Payment For Share
Purchases.

     

    7.1 Payment. Payment for
Shares purchased pursuant to the Plan may be made in cash (by check) or, where
expressly approved for the Participant by the Committee and where permitted by
law:

     

     

    
      
        
        

      

      
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    (a) by
cancellation of indebtedness of the Company to the Participant;

     

    (b) by
transfer of Shares that either (1) have been owned by Participant for more than
six (6) months and are permitted to be sold under SEC Rule 144; (2) are
registered with the SEC; or (3) were obtained by Participant in the public
market;

     

    (c) by waiver
of compensation due or accrued to Participant for services
rendered;

     

    (d) by tender
of property;

     

    (e) with a
promissory note in favor of the Company, which such note shall (1) provide for
full recourse to the maker, (2) be collateralized by the pledge of the Shares
that the Optionee purchases upon exercise of the Option, (3) bear interest at
the prime rate of the Company’s principal lender, and (4) contain such other
terms as the Committee in its sole discretion shall reasonably
require;

     

    (f) by a
“cashless exercise” in which Shares which would otherwise be delivered upon
exercise of the Option may be used to satisfy the payment of the exercise price
of the Option, in accordance with the following formula:

     

    X = Y (A-B)

                                             
A

    


    Where:

    X = the
number of Shares to be issued to Optionee.

    Y = the
number of Shares purchasable under the amount of the Option being
exercised

    A = the
per Share Fair Market Value

    B = the
per Share Exercise Price of the Option

    


    (g) with
respect only to purchases upon exercise of an Option, and provided that a public
market for the Company’s stock exists:

     

    (i) through a
“same day sale” commitment from Participant and a broker-dealer that is a member
of the National Association of Securities Dealers (an “NASD Dealer”) whereby the
Participant irrevocably elects to exercise the Option and to sell a portion of
the Shares so purchased to pay for the Exercise Price, and whereby the NASD
Dealer irrevocably commits upon receipt of such Shares to forward the Exercise
Price directly to the Company; or

     

    (ii) through a
“margin” commitment from Participant and an NASD Dealer whereby Participant
irrevocably elects to exercise the Option and to pledge the Shares so purchased
to the NASD Dealer in a margin account as security for a loan from the NASD
Dealer in the amount of the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to forward the exercise price
directly to the Company; or

     

    (h) by any
combination of the foregoing.

     

     

    
      
        
        

      

      
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    If the
Exercise Price or purchase price is paid in whole or in part with Shares, or
through the withholding of Shares issuable upon exercise of the Option, the
value of the Shares surrendered or withheld shall be their Fair Market Value on
the date the Option is exercised.

    


    8. Withholding
Taxes.

     

    8.1 Withholding
Generally. Whenever Shares are to be issued in satisfaction of Awards
granted under the Plan, the Company may require the Participant to remit to the
Company an amount sufficient to satisfy federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. Whenever, under the Plan, payments in satisfaction of Awards are to be
made in cash, such payment shall be net of an amount sufficient to satisfy
federal, state, and local withholding tax requirements.

     

    8.2 Stock Withholding.
When, under applicable tax laws, a Participant incurs tax liability in
connection with the exercise or vesting of any Award that is subject to tax
withholding and the Participant is obligated to pay the Company the amount
required to be withheld, the Committee may allow the Participant to satisfy the
minimum withholding tax obligation by electing to have the Company withhold from
the Shares to be issued that number of Shares having a Fair Market Value equal
to the minimum amount required to be withheld, determined on the date that the
amount of tax to be withheld is to be determined (the “Tax Date”). All elections
by a Participant to have Shares withheld for this purpose shall be made in
writing in a form acceptable to the Committee and shall be subject to the
following restrictions:

     

    (a) the
election must be made on or prior to the applicable Tax Date;

     

    (b) once
made, then except as provided below, the election shall be irrevocable as to the
particular Shares as to which the election is made;

     

    (c) all
elections shall be subject to the consent or disapproval of
the Committee;

     

    (d) if the
Participant is an Insider and if the Company is subject to Section 16(b) of the
Exchange Act: (1) the election may not be made within six (6) months of the date
of grant of the Award, except as otherwise permitted by SEC Rule 1 6b-3(e) under
the Exchange Act, and (2) either (A) the election to use stock withholding must
be irrevocably made at least six (6) months prior to the Tax Date (although such
election may be revoked at any time at least six (6) months prior to the Tax
Date) or (B) the exercise of the Option or election to use stock withholding
must be made in the ten (10) day period beginning on the third day following the
release of the Company’s quarterly or annual summary statement of sales or
earnings; and

     

    (e) in the
event that the Tax Date is deferred until six (6) months after the delivery of
Shares under Section 83(b) of the Code, the Participant shall receive the full
number of Shares with respect to which the exercise occurs, but such Participant
shall be unconditionally obligated to tender back to the Company the proper
number of Shares on the Tax Date.

     

     

    
      
        
        

      

      
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    9. Privileges of Stock
Ownership. No Participant shall have any of the rights of a shareholder
with respect to any Shares until the Shares are issued to the Participant. After
Shares are issued to the Participant, the Participant shall be a shareholder and
have all the rights of a shareholder with respect to such Shares, including the
right to vote and receive all dividends or other distributions made or paid with
respect to such Shares; provided, that if such Shares are Restricted Stock, then
any new, additional or different securities the Participant may become entitled
to receive with respect to such Shares by virtue of a stock dividend, stock
split or any other change in the corporate or capital structure of the Company
shall be subject to the same restrictions as the Restricted Stock.

     

    10. Transferability.
Awards granted under the Plan, and any interest therein, shall not be
transferable or assignable by Participant, and may not be made subject to
execution, attachment or similar process, otherwise than by will or by the laws
of descent and distribution or as consistent with the specific Plan and Award
Agreement provisions relating thereto. During the lifetime of the Participant an
Award shall be exercisable only by the Participant, and any elections with
respect to an Award, may be made only by the Participant.

     

    11. Restrictions on
Shares. At the discretion of the Committee, the Company may reserve to
itself and/or its assignee(s) in the Award Agreement a right of first refusal to
purchase all Shares that a Participant (or a subsequent transferee) may propose
to transfer to a third party.

     

    12. Certificates. All
certificates for Shares or other securities delivered under the Plan shall be
subject to such stock transfer orders, legends and other restrictions as the
Committee may deem necessary or advisable, including restrictions under any
applicable federal, state or foreign securities law, or any rules, regulations
and other requirements of the SEC or any stock exchange or automated quotation
system upon which the Shares may be listed.

     

    13. Escrow; Pledge of
Shares. To enforce any restrictions on a Participant’s Shares, the
Committee may require the Participant to deposit all certificates representing
Shares, together with stock powers or other instruments of transfer approved by
the Committee, appropriately endorsed in blank, with the Company or an agent
designated by the Company to hold in escrow until such restrictions have lapsed
or terminated, and the Committee may cause a legend or legends referencing such
restrictions to be placed on the certificates.

     

    14. Exchange and Buy out of
Awards. The Committee, may, at any time or from time to time, authorize
the Company, with the consent of the respective Participants, to issue new
Awards in exchange for the surrender and cancellation of any or all outstanding
Awards. The Company may at any time buy from a Participant an Award previously
granted with payment in cash, Shares (including Restricted Stock) or other
consideration, based on such terms and conditions as the Company and the
Participant shall agree.

     

     

    
      
        
        

      

      
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    15.  Securities Law and Other
Regulatory Compliance. An Award shall not be effective unless such Award
is in compliance with all applicable federal and state securities laws, rules
and regulations of any governmental body, and the requirements of any stock
exchange or automated quotation system upon which the Shares may then be listed,
as they are in effect on the date of grant of the Award and also on the date of
exercise or other Issuance. Notwithstanding any other provision in the Plan, the
Company shall have no obligation to issue or deliver certificates for Shares
under the Plan prior to: (a) obtaining any approvals from governmental agencies
that the Company determines are necessary or advisable, and/or (b) completion of
any registration or other qualification of such shares under any state or
federal law or ruling of any governmental body that the Company determines to be
necessary or advisable. The Company shall be under no obligation to register the
Shares with the SEC or to effect compliance with the registration, qualification
or listing requirements of any state securities laws, stock exchange or
automated quotation system, and the Company shall have no liability for any
inability or failure to do so.

     

    16. No Obligation to
Employ. Nothing in the Plan or any Award granted under the Plan shall
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
Parent, Subsidiary or Affiliate of the Company or limit in any way the right of
the Company or any Parent, Subsidiary or Affiliate of the Company to terminate
Participant’s employment or other relationship at any time, with or without
cause.

     

    17. Corporate
Transactions.

     

    17.1 Assumption or Replacement of
Awards by Successor. In the event of (a) a merger or consolidation in
which the Company is not the surviving corporation (other than a merger or
consolidation with a wholly-owned subsidiary, a reincorporation of the Company
in a different jurisdiction, or other transaction in which there is no
substantial change in the shareholders of the company and the Awards granted
under the Plan are assumed or replaced by the successor corporation, which
assumption shall be binding on all Participants); (b) a dissolution or
liquidation of the Company; (c) the sale of substantially all of the assets of
the Company; or (d) any other transaction which qualifies as a “corporate
transaction” under Section 424(a) of the Code wherein the shareholders of the
Company give up all of their equity interest in the Company (except for the
acquisition, sale or transfer of all or substantially all of the outstanding
shares of the Company), all outstanding Awards may, to the extent permitted by
applicable law, be replaced by the successor corporation (if any) with Awards of
equivalent value, which replacement shall be binding on all Participants. In the
alternative, substantially similar consideration may be provided to Participants
as was provided to shareholders (after taking into account the existing
provisions of the Awards). The successor corporation may also issue, in place of
outstanding Shares of the Company held by the Participant, substantially similar
shares or other property subject to repurchase restrictions no less favorable to
the Participant.

     

    17.2 Other Treatment of
Awards. Subject to any greater rights granted to Participants under the
foregoing provisions of this Section 17, in the event of the occurrence of any
transaction described in Section 17.1, any outstanding Awards shall be treated
as provided in the applicable agreement or plan of merger, consolidation,
dissolution, liquidation, sale of assets or other “corporate
transaction.”

     

     

    
      
        
        

      

      
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    17.3  Assumption of Awards by the
Company. The Company, from time to time, also may grant Awards identical
to awards granted by another company, whether in connection with an acquisition
of such other company or otherwise, by granting an Award under the Plan in
replacement of such other company’s award. Such replacement shall be permissible
if the holder of the replaced award would have been eligible to be granted an
Award under the Plan if the other company had applied the rules of the Plan to
such grant. In the event the Company grants Awards identical to an award granted
by another company, the terms and conditions of such award shall remain
unchanged (except that the exercise price and the number and nature of Shares
issuable upon exercise of any such option will be adjusted approximately
pursuant to Section 424(a) of the Code).

     

    18. Adoption and Shareholder
Approval. The Plan shall become effective on the date that it is adopted
by the Board (the “Effective Date”). The Plan shall be approved by the
shareholders of the Company (excluding Shares issued pursuant to this Plan),
consistent with applicable laws, within twelve months before or after the
Effective Date. Upon the Effective Date, the Committee may grant Awards pursuant
to the Plan; provided, however, that: (a) no Option may be exercised prior to
initial shareholder approval of the Plan; (b) no Option granted pursuant to an
increase in the number of Shares approved by the Board shall be exercised prior
to the time such increase has been approved by the shareholders of the Company;
and in the event that shareholder approval is not obtained within the time
period provided herein, all Awards granted hereunder shall be canceled, any
Shares issued pursuant to any Award shall be canceled and any purchase of Shares
hereunder shall be rescinded. After the Company becomes subject to Section 16(b)
of the Exchange Act, the Company will comply with the requirements of Rule 16b-3
(or its successor), as amended, with respect to shareholder
approval

     

    19. Term of Plan. The
Plan will terminate ten (10) years from the Effective Date or, if earlier, the
date of shareholder approval of the Plan.

     

    20. Amendment or Termination of
Plan. The Board may at any time terminate or amend the Plan in any
respect, including without limitation amendment of any form of Award Agreement
or instrument to be executed pursuant to the Plan; provided, however, that: (a)
the Board shall not, without the approval of the shareholders of the Company,
amend the Plan in any manner that requires such shareholder approval pursuant to
the Code or the regulations promulgated thereunder as such provisions apply to
ISO plans or pursuant to the Exchange Act or Rule 16b-3 (or its successor), as
amended, thereunder; and (b) no outstanding Award shall be deemed effected by
such amendment without the advance written consent of the Participant(s) holding
such outstanding Award(s) at the time of the proposed termination or
amendment.

     

    21.  Nonexclusivity of the
Plan. Neither the adoption of the Plan by the Board, the submission of
the Plan to the shareholders of the Company for approval, nor any provision of
the Plan shall be construed as creating any limitations on the power of the
Board to adopt such additional compensation arrangements as it may deem
desirable, including, without limitation, the granting of stock options and
bonuses otherwise than under the Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.

     

     

    
      
        
        

      

      
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    22. Definitions. As used
in the Plan, the following terms shall have the following meanings:

     

    “Affiliate” means any corporation that
directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, another corporation, where
“control” (including the terms “controlled by” and “under common control with”)
means the possession, direct or indirect, of the power to cause the direction of
the management and policies of the corporation, whether through the ownership of
voting securities, by contract or otherwise.

     

    “Award” means any award under the Plan,
including any Option or Restricted Stock.

    


    “Award Agreement” means, with respect
to each Award, the signed written agreement between the Company and the
Participant setting forth the terms and conditions of the Award.

    


    “Board” means the Board of Directors of
the Company.

    


    “Code” means the Internal Revenue Code
of 1986, as amended.

    


    “Committee” means a committee appointed
by the Company's Compensation Committee (said Compensation Committee itself
being first appointed by the Company's Board).

    


    “Company” means ADEX MEDIA, INC., a
Delaware corporation, or any successor company.

    


    “Disability” means a disability,
whether temporary or permanent, partial or total, as determined by the
Committee.

    


    “Disinterested Person” means a director
who has not, during the period that person is a member of the Committee and for
one (1) year prior to service as a member of the Committee, been granted or
awarded equity securities pursuant to the Plan or any other plan of the Company
or any Parent, Subsidiary or Affiliate of the Company, except in accordance with
the requirements set forth in Rule 16b-3(c)(2)(I) (and any successor regulation
thereto) as promulgated by the SEC under Section 16(b) of the Exchange Act, as
such rule is amended from time to time and as interpreted by the
SEC.

    


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

    


     “Exercise Price” means the price
at which a holder of an Option may purchase the Shares issuable upon exercise of
the Option.

    


    “Fair Market Value” means, as of any
date, the value of a share of the Company’s Common Stock determined as
follows:

     

    (a) if such
Common Stock is then quoted on the Nasdaq market, its last reported sale price
on the Nasdaq market or, if no such reported sale takes place on such date, the
average of the closing bid and asked prices;

     

    (b) if such
Common Stock is publicly traded and is then listed on a national securities
exchange, the last reported sale price or, if no such reported sale takes place
on such date, the average of the closing bid and asked prices on the principal
national securities exchange on which the Common Stock is listed or admitted to
trading;

     

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (c) if such
Common Stock is publicly traded but is not quoted on a Nasdaq market nor listed
or admitted to trading on a national securities exchange, the average of the
closing bid and asked prices on such date, as reported by The Wall Street
Journal, for the over-the-counter market; or

     

    (d) if none
of the foregoing is applicable, by the Board of Directors of the Company in good
faith.

     

    “Insider” means an officer or director
of the Company or any other person whose transactions in the Company’s Common
Stock are subject to Section 16 of the Exchange Act.

    


    “Option” means an award of an option to
purchase Shares pursuant to Section 5.

    


    “Parent” means any corporation (other
than the Company) in an unbroken chain of corporations ending with the Company,
if at the time of the granting of an Award under the Plan, each of such
corporations other than the Company owns stock possessing fifty percent (50%),
or more, of the total combined voting power of all classes of stock in one of
the other corporations in such chain.

    


    “Participant” means a person who
receives an Award under the Plan.

    


    “Plan” means this First Amended and
Restated Adex Media, Inc. Employee Stock Option Plan, as amended from time to
time.

    


                   
 “Restricted Stock Award” means an award of Shares pursuant to Section
6.

    


    “SEC” means the Securities and Exchange
Commission.

    


    “Securities Act” means the Securities
Act of 1933, as amended.

    


    “Shares” means shares of the Company’s
Common Stock reserved for issuance under the Plan, as adjusted pursuant to
Sections 2 and 17, and any successor security.

    


    “Subsidiary” means any corporation
(other than the Company) in an unbroken chain of corporations beginning with the
Company if, at the time of granting of the Award, each of the corporations other
than the last corporation in the unbroken chain owns stock possessing fifty
percent (50%), or more, of the total combined voting power of all classes of
stock in one of the other corporations in such claim.

    


    “Termination” or “Terminated” means,
for purposes of the Plan with respect to a Participant, that the Participant has
ceased to provide services as an employee, director, consultant or advisor, to
the Company or a Parent, Subsidiary or Affiliate of the Company, except in the
case of sick leave, military leave, or any other leave of absence approved by
the Committee, provided, that such leave is for a period of not more than ninety
(90) days, or reinstatement upon the expiration of such leave is guaranteed by
contract or statute. The Committee shall have sole discretion to determine
whether a Participant has ceased to provide services and the effective date on
which the Participant ceased to provide services (the “Termination
Date”).

     

     

    
      
        
        

      

      
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    EXERCISE
NOTICE

    


    


    Attention:
Stock Option Plan Administrator

    


    1.           Exercise of Option.
Effective as of today, ___________, ____, the undersigned (“Participant”) hereby
elects to exercise Participant's option to purchase ________ shares of the
Common Stock (the “Shares”) of Adex
Media, Inc. (the “Company”) under and
pursuant to the First Amended and Restated Adex Media, Inc. Employee Stock
Option Plan dated June __, 2009 (the “Option
Plan”).

    


    2.           Delivery of Payment.
Purchaser herewith delivers to the Company the full purchase price of the
Shares, or such other consideration as set forth in the Option
Agreement.

    


    3.           Representations of
Participant. Participant acknowledges that Participant has received, read
and understood the Plan and the Option Agreement and agrees to abide by and be
bound by their terms and conditions.

    


    4.           Rights as
Shareholder. Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a shareholder shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. The Shares shall be issued to the Participant as
soon as practicable after the Option is exercised.

    


    5.           Tax Consultation.
Participant understands that Participant may suffer adverse tax consequences as
a result of Participant's purchase or disposition of the Shares. Participant
represents that Participant has consulted with any tax consultants Participant
deems advisable in connection with the purchase or disposition of the Shares and
that Participant is not relying on the Company for any tax advice.

    


    6.           Successors and
Assigns. The Company may assign any of its rights under this Exercise
Notice to single or multiple assignees, and this Exercise Notice shall inure to
the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Exercise Notice shall be binding
upon Participant and his or her heirs, executors, administrators, successors and
assigns.

    


     7.          Withholding Taxes.
There may be a regular federal income tax liability upon the exercise of this
Option. Participant will be treated as having received compensation income
(taxable at ordinary income tax rates) equal to the excess, if any, of the Fair
Market Value of the Shares on the date of exercise over the Exercise Price. If
Participant is an employee, the Company will be required to withhold from
Participant’s compensation or collect from Participant and pay to the applicable
taxing authorities an amount equal to a percentage of this compensation income
at the time of exercise.

     

    8.           Governing Law. This
Exercise Notice is governed by the internal substantive laws of the state of
Delaware.

     

     

    
      
        
        

      

      
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    9.       
  Entire
Agreement. The Option Plan and Option Agreement are incorporated herein
by reference. This Exercise Notice and the Option Plan constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and
Participant with respect to the subject matter hereof, and may not be modified
adversely to the Participant's interest except by means of a writing signed by
the Company and Participant.

    


    Submitted
by:                                                                      Accepted
by:

     

    


    PARTICIPANT                                                                

    


    ________________________________                  
By: ________________________________

    Signature

    


    


    ________________________________                  
Title: _______________________________

    Print
Name

    


    


    


    


     

     

    
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