exv10w1











Exhibit 10.1




FIRST AMENDMENT

TO THE IGO, INC.

OMNIBUS LONG-TERM INCENTIVE PLAN




     iGo, Inc. (the “Company”) previously established the iGo, Inc. Omnibus Long-Term Incentive
Plan (the “Plan”) to provide certain employees of and consultants to the Company with an
opportunity to receive stock-based and other long-term incentive grants. By this instrument, the
Plan is hereby amended to allow non-employee directors to participate in the Plan, subject to
subsequent approval by the Company’s shareholders at the Company’s 2010 Annual Meeting.



     1. This First Amendment shall be effective as of the date on which it is approved by the
Company’s shareholders at the Company’s 2010 Annual Meeting.



     2. Section 1 (Purpose) of the Plan is hereby amended and restated in its entirety to
read as follows:




     1. PURPOSE: The purpose of the iGo, Inc. Omnibus Long-Term Incentive
Plan is to provide certain employees, non-employee directors of, and
consultants to, iGo, Inc. and its Affiliates (as hereinafter defined) with
the opportunity to receive stock-based and other long-term incentive grants
in order to attract and retain qualified individuals and to align their
interests with those of shareholders.



     3. Section 3(h) (Definitions — Consultant) of the Plan is hereby amended and restated
in its entirety to read as follows:




     (h) “Consultant” shall mean an individual who serves as a
consultant or adviser who provides services to the Company or an Affiliate
as an independent contractor and not as an Employee; provided however that a
Consultant may become a Participant only if he or she: (i) is a natural
person; (ii) provides bona fide services to the Company; and (iii) provides
services that are not in connection with the offer or sale of the Company’s
securities in a capital-raising transaction and do not promote or maintain a
market for securities.



 









 





     4. Section 3(p) (Definitions — Participant) of the Plan is hereby amended and
restated in its entirety to read as follows:




     (p) “Participant” shall mean an Employee, Non-Employee Director,
or Consultant selected by the Committee to receive Awards under the Plan.



     5. Section 3 (Definitions) of the Plan is hereby amended by adding the following
definition to the end thereof:




     (cc) “Non-Employee Director” shall mean an individual who serves
as a non-employee director of the Company.



     6. Section 6 (Eligibility) of the Plan is hereby amended and restated in its
entirety to read as follows:




     6. ELIGIBILITY: The Committee from time to time may designate which
Employees, Non-Employee Directors, or Consultants shall become Participants
under the Plan.



     7. Section 16 (No Right to Awards) of the Plan is hereby amended and restated in its
entirety to read as follows:




     16. NO RIGHT TO AWARDS: No Employee, Non-Employee Director, or
Consultant shall have any claim to be granted any Award under the Plan, and
there is no obligation for uniform treatment of Participants under the Plan.
The terms and conditions of Awards need not be the same with respect to
different Participants.



     8. Section 17 (No Right to Employment) of the Plan is hereby amended and restated in
its entirety to read as follows:



 









 






     17. NO RIGHT TO EMPLOYMENT OR SERVICE: The grant of an Award shall
not be construed as giving a Participant the right to be retained in the
employ or in the service as a Non-Employee Director of, or Consultant to,
the Company or an Affiliate, as the case may be. The Company may at any
time terminate an Employee’s employment or a Non-Employee Director’s or
Consultant’s provision of services free from any liability or any claim
under the Plan, unless otherwise provided in the Plan or an Award Agreement,
or with respect to Non-Employee Directors, as otherwise provided by law, the
Company’s certificate .



     9. This First Amendment amends only the provisions of the Plan as noted above, and those
provisions not expressly amended shall be considered in full force and effect. Notwithstanding the
foregoing, this First Amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions and intent of this First Amendment.



     IN WITNESS WHEREOF, the Company has caused this First Amendment to be executed as of this
18th day of May, 2010.



	 	 	 	 	 
	 	iGo, INC.

 	 
	 	By:  	/s/ Darryl S. Baker
 	 
	 	 	Its:            Vice President and Chief Financial Officer