IMAGE
METRICS, INC.




2010 STOCK INCENTIVE
PLAN




1.           Purpose




The
purpose of this 2010 Stock Incentive Plan (the “Plan”) of
Image Metrics, Inc. a Nevada corporation (the “Company”),
is to advance the interests of the Company’s stockholders by enhancing the
Company’s ability to attract, retain and motivate persons who are expected to
make important contributions to the Company and by providing such persons with
equity ownership opportunities and performance-based incentives that are
intended to better align the interests of such persons with those of the
Company’s stockholders.  Except where the context otherwise requires,
the term “Company”
shall include any of the Company’s present or future parent or subsidiary
corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code
of 1986, as amended, and any regulations thereunder (the “Code”) and
any other business venture (including, without limitation, joint venture or
limited liability company) in which the Company has a controlling interest, as
determined by the Board of Directors of the Company (the “Board”).




2.           Eligibility




All of
the Company’s employees, officers and directors, as well as consultants and
advisors to the Company (as such terms are defined and interpreted for purposes
of Form S-8 under the Securities Act of 1933, as amended (the “Securities
Act”), or any successor form) are eligible to be granted Awards under the
Plan.  Each person who is granted an Award under the Plan is deemed a
“Participant.”  “Award”
means Options (as defined in Section 5), SARs (as defined in Section 6),
Restricted Stock (as defined in Section 7), Restricted Stock Units (as defined
in Section 7), Other Stock-Based Awards (as defined in Section 8) and Cash-Based
Awards (as defined in Section 8).




3.           Administration and
Delegation




(a)           Administration by Board of
Directors.  The Plan will be administered by the
Board.  The Board shall have authority to grant Awards and to adopt,
amend and repeal such administrative rules, guidelines and practices relating to
the Plan as it shall deem advisable.  The Board may construe and
interpret the terms of the Plan and any Award agreements entered into under the
Plan.  The Board may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Award in the manner and to the
extent it shall deem expedient and it shall be the sole and final judge of such
expediency.  All decisions by the Board shall be made in the Board’s
sole discretion and shall be final and binding on all persons having or claiming
any interest in the Plan or in any Award.




(b)           Appointment of
Committees.  To the extent permitted by applicable law, the
Board may delegate any or all of its powers under the Plan to one or more
committees or subcommittees of the Board (a “Committee”).  All
references in the Plan to the “Board”
shall mean the Board or a Committee of the Board to the extent that the Board’s
powers or authority under the Plan have been delegated to such
Committee.







4.           Stock Available for
Awards




(a)          Number of Shares; Share
Counting.




(1)          Authorized Number of
Shares.  Subject to adjustment under Section 9, Awards may be
made under the Plan for up to 2,547,578 shares of common stock, US$0.001 par
value per share, of the Company (the “Common
Stock”), any or all of which Awards may be in the form of Incentive Stock
Options (as defined in Section 5(b)).  Shares issued under the Plan
may consist in whole or in part of authorized but unissued shares or treasury
shares.




(2)          Share
Counting.  For purposes of counting the number of shares
available for the grant of Awards under the Plan and under the sublimit
contained in Section 4(b):




(A)           all
shares of Common Stock covered by SARs shall be counted against the number of
shares available for the grant of Awards under the Plan and against the
sublimits listed in the first clause of this Section 4(a)(2);  provided, however, that (i)
SARs that may be settled only in cash shall not be so counted and (ii) if the
Company grants an SAR in tandem with an Option for the same number of shares of
Common Stock and provides that only one such Award may be exercised (a “Tandem
SAR”), only the shares covered by the Option, and not the shares covered
by the Tandem SAR, shall be so counted, and the expiration of one in connection
with the other’s exercise will not restore shares to the Plan;




(B)           if
any Award (i) expires or is terminated, surrendered or canceled without having
been fully exercised or is forfeited in whole or in part (including as the
result of shares of Common Stock subject to such Award being repurchased by the
Company at the original issuance price pursuant to a contractual repurchase
right) or (ii) results in any Common Stock not being issued (including as a
result of an SAR that was settleable either in cash or in stock actually being
settled in cash), the unused Common Stock covered by such Award shall again be
available for the grant of Awards; provided, however, that (1)
in the case of Incentive Stock Options, the foregoing shall be subject to any
limitations under the Code, (2) in the case of the exercise of an SAR, the
number of shares counted against the shares available under the Plan and against
the sublimits listed in the first clause of this Section 4(a)(2) shall be the
full number of shares subject to the SAR multiplied by the percentage of the SAR
actually exercised, regardless of the number of shares actually used to settle
such SAR upon exercise and (3) the shares covered by a Tandem SAR shall not
again become available for grant upon the expiration or termination of such
Tandem SAR;




(C)           shares
of Common Stock delivered (either by actual delivery, attestation, or net
exercise) to the Company by a Participant to (i) purchase shares of Common Stock
upon the exercise of an Award or (ii) satisfy tax withholding obligations
(including shares retained from the Award creating the tax obligation) shall not
be added back to the number of shares available for the future grant of Awards;
and




(D)           shares
of Common Stock repurchased by the Company on the open market using the proceeds
from the exercise of an Award shall not increase the number of shares available
for future grant of Awards.


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(b)           Sub-limit.  Subject
to adjustment under Section 9, the following sub-limit on the number of shares
subject to Awards shall apply:




Section 162(m)
Per-Participant Limit.  The maximum number of shares of Common
Stock with respect to which Awards may be granted to any Participant under the
Plan shall be 2,000,000 per calendar year.  For purposes of the
foregoing limit, the combination of an Option in tandem with an SAR shall be
treated as a single Award.  The per Participant limit described in
this Section 4(b) shall be construed and applied consistently with Section
162(m) of the Code or any successor provision thereto, and the regulations
thereunder (“Section 162(m)”).




(c)           Substitute
Awards.  In connection with a merger or consolidation of an
entity with the Company or the acquisition by the Company of property or stock
of an entity, the Board may grant Awards in substitution for any options or
other stock or stock-based awards granted by such entity or an affiliate
thereof.  Substitute Awards may be granted on such terms as the Board
deems appropriate in the circumstances, notwithstanding any limitations on
Awards contained in the Plan.  Substitute Awards shall not count
against the overall share limit set forth in Section 4(a)(1) or any sublimits
contained in the Plan, except as may be required by reason of Section 422 and
related provisions of the Code.




5.           Stock
Options




(a)           General.  The
Board may grant options to purchase Common Stock (each, an “Option”)
and determine the number of shares of Common Stock to be covered by each Option,
the exercise price of each Option and the conditions and limitations applicable
to the exercise of each Option, including conditions relating to applicable
federal or state securities laws, as it considers necessary or
advisable.




(b)           Incentive Stock
Options.  An Option that the Board intends to be an “incentive
stock option” as defined in Section 422 of the Code (an “Incentive Stock
Option”) shall only be granted to employees of International Cellular
Accessories, any of International Cellular Accessories’ present or future parent
or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and
any other entities the employees of which are eligible to receive Incentive
Stock Options under the Code, and shall be subject to and shall be construed
consistently with the requirements of Section 422 of the Code.  An
Option that is not intended to be an Incentive Stock Option shall be designated
a “Nonstatutory
Stock Option.”  The Company shall have no liability to a
Participant, or any other party, if an Option (or any part thereof) that is
intended to be an Incentive Stock Option is not an Incentive Stock Option or if
the Company converts an Incentive Stock Option to a Nonstatutory Stock
Option.




(c)           Exercise
Price.  The Board shall establish the exercise price of each
Option and specify the exercise price in the applicable Option agreement. The
exercise price shall be not less than 100% of the fair market value per share of
Common Stock as determined by (or in a manner approved by) the Board (“Fair Market
Value”) on the date the Option is granted; provided that if the Board
approves the grant of an Option with an exercise price to be determined on a
future date, the exercise price shall be not less than 100% of the Fair Market
Value on such future date.


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(d)           Duration of
Options.  Each Option shall be exercisable at such times and
subject to such terms and conditions as the Board may specify in the applicable
option agreement; provided,
however, that no Option will be granted with a term in excess of 10
years.




(e)           Exercise of
Options.  Options may be exercised by delivery to the Company
of a notice of exercise in a form (which may be electronic) approved by the
Company, together with payment in full (in the manner specified in Section 5(f))
of the exercise price for the number of shares for which the Option is
exercised.  Shares of Common Stock subject to the Option will be
delivered by the Company as soon as practicable following exercise.




(f)           Payment Upon
Exercise.  Common Stock purchased upon the exercise of an
Option granted under the Plan shall be paid for as follows:




(1)           in
cash or by check, payable to the order of the Company;




(2)           except
as may otherwise be provided in the applicable Option agreement or approved by
the Board, in its sole discretion, by (i) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price and any required tax
withholding or (ii) delivery by the Participant to the Company of a copy of
irrevocable and unconditional instructions to a creditworthy broker to deliver
promptly to the Company cash or a check sufficient to pay the exercise price and
any required tax withholding;




(3)           to
the extent provided for in the applicable Option agreement or approved by the
Board, in its sole discretion, by delivery (either by actual delivery or
attestation) of shares of Common Stock owned by the Participant valued at their
Fair Market Value, provided (i) such method of payment is then permitted under
applicable law, (ii) such Common Stock, if acquired directly from the Company,
was owned by the Participant for such minimum period of time, if any, as may be
established by the Board in its discretion and (iii) such Common Stock is not
subject to any repurchase, forfeiture, unfulfilled vesting or other similar
requirements;




(4)           to
the extent provided for in the applicable Nonstatutory Stock Option agreement or
approved by the Board in its sole discretion, by delivery of a notice of “net
exercise” to the Company, as a result of which the Participant would receive (i)
the number of shares underlying the portion of the Option being exercised, less
(ii) such number of shares as is equal to (A) the aggregate exercise price for
the portion of the Option being exercised divided by (B) the Fair Market Value
on the date of exercise.




(5)           to
the extent permitted by applicable law and provided for in the applicable Option
agreement or approved by the Board, in its sole discretion, by payment of such
other lawful consideration as the Board may determine; or




(6)           by
any combination of the above permitted forms of payment.




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6.           Stock Appreciation
Rights


(a)           General.  The
Board may grant Awards consisting of stock appreciation rights (“SARs”)
entitling the holder, upon exercise, to receive an amount of Common Stock or
cash or a combination thereof (such form to be determined by the Board)
determined by reference to appreciation, from and after the date of grant, in
the Fair Market Value of a share of Common Stock over the measurement price
established pursuant to Section 6(b).  The date as of which such
appreciation is determined shall be the exercise date.




(b)           Measurement
Price.  The Board shall establish the measurement price of each
SAR and specify it in the applicable SAR agreement.  The measurement
price shall not be less than 100% of the Fair Market Value on the date the SAR
is granted; provided
that if the Board approves the grant of an SAR effective as of a future date,
the measurement price shall be not less than 100% of the Fair Market Value on
such future date.




(c)           Duration of
SARs.  Each SAR shall be exercisable at such times and subject
to such terms and conditions as the Board may specify in the applicable SAR
agreement; provided,
however, that no SAR will be granted with a term in excess of 10
years.




(d)           Exercise of
SARs.  SARs may be exercised by delivery to the Company of a
notice of exercise in a form (which may be electronic) approved by the Company,
together with any other documents required by the Board.




7.           Restricted Stock; Restricted
Stock Units




(a)           General.  The
Board may grant Awards entitling recipients to acquire shares of Common Stock
(“Restricted
Stock”), subject to the right of the Company to repurchase all or part of
such shares at their issue price or other stated or formula price (or to require
forfeiture of such shares if issued at no cost) from the recipient in the event
that conditions specified by the Board in the applicable Award are not satisfied
prior to the end of the applicable restriction period or periods established by
the Board for such Award. The Board may also grant Awards entitling the
recipient to receive shares of Common Stock or cash to be delivered at the time
such Award vests (“Restricted Stock
Units”) (Restricted Stock and Restricted Stock Units are each referred to
herein as a “Restricted Stock
Award”).




(b)           Terms and Conditions for All
Restricted Stock Awards.  The Board shall determine the terms
and conditions of a Restricted Stock Award, including the conditions for vesting
and repurchase (or forfeiture) and the issue price, if any.




(c)           Additional Provisions
Relating to Restricted Stock.




(1)           Dividends.  Unless
otherwise provided in the applicable Award agreement, any dividends (whether
paid in cash, stock or property) declared and paid by the Company with respect
to shares of Restricted Stock (“Accrued
Dividends”) shall be paid to the Participant only if and when such shares
become free from the restrictions on transferability and forfeitability that
apply to such shares.  Each payment of Accrued Dividends will be made
no later than the end of the calendar year in which the dividends are paid to
stockholders of that class of stock or, if later, the 15th day of the third
month following the lapsing of the restrictions on transferability and the
forfeitability provisions applicable to the underlying shares of Restricted
Stock.


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(2)           Stock Certificates.
The Company may require that any stock certificates issued in respect of shares
of Restricted Stock, as well as dividends or distributions paid on such
Restricted Stock, shall be deposited in escrow by the Participant, together with
a stock power endorsed in blank, with the Company (or its designee). At the
expiration of the applicable restriction periods, the Company (or such designee)
shall deliver the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to his or her Designated
Beneficiary. “Designated
Beneficiary” means (i) the beneficiary designated, in a manner determined
by the Board, by a Participant to receive amounts due or exercise rights of the
Participant in the event of the Participant’s death or (ii) in the absence of an
effective designation by a Participant, the Participant’s estate.




(d)          Additional Provisions
Relating to Restricted Stock Units.




(1)           Settlement.  Upon
the vesting of and/or lapsing of any other restrictions (i.e., settlement) with
respect to each Restricted Stock Unit, the Participant shall be entitled to
receive from the Company one share of Common Stock or (if so provided in the
applicable Award agreement) an amount of cash equal to the Fair Market Value of
one share of Common Stock.  The Board may, in its discretion, provide
that settlement of Restricted Stock Units shall be deferred, on a mandatory
basis or at the election of the Participant in a manner that complies with
Section 409A of the Code.




(2)           Voting
Rights.  A Participant shall have no voting rights with respect
to any Restricted Stock Units.




(3)           Dividend
Equivalents.  The Award agreement for Restricted Stock Units
may provide Participants with the right to receive an amount equal to any
dividends or other distributions declared and paid on an equal number of
outstanding shares of Common Stock (“Dividend
Equivalents”).  Dividend Equivalents may be paid currently or
credited to an account for the Participant, may be settled in cash and/or shares
of Common Stock and may be subject to the same restrictions on transfer and
forfeitability as the Restricted Stock Units with respect to which paid, in each
case to the extent provided in the Award agreement.




8.           Other Stock-Based and
Cash-Based Awards




(a)           General.  Other
Awards of shares of Common Stock, and other Awards that are valued in whole or
in part by reference to, or are otherwise based on, shares of Common Stock or
other property, may be granted hereunder to Participants (“Other
Stock-Based-Awards”).  Such Other Stock-Based Awards shall also
be available as a form of payment in the settlement of other Awards granted
under the Plan or as payment in lieu of compensation to which a Participant is
otherwise entitled.  Other Stock-Based Awards may be paid in shares of
Common Stock or cash, as the Board shall determine.  The Company may
also grant other Awards denominated in cash rather than shares of Common Stock
(“Cash-Based
Awards”).




(b)           Terms and
Conditions.  Subject to the provisions of the Plan, the Board
shall determine the terms and conditions of each Other Stock-Based Award or
Cash-Based Award, including any purchase price applicable
thereto.


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9.           Adjustments for Changes in
Common Stock and Certain Other Events




(a)           Changes in
Capitalization.  In the event of any stock split, reverse stock
split, stock dividend, recapitalization, combination of shares, reclassification
of shares, spin-off or other similar change in capitalization or event, or any
dividend or distribution to holders of Common Stock other than an ordinary cash
dividend, (i) the number and class of securities available under the Plan, (ii)
the share counting rules and sublimits set forth in Sections 4(a) and 4(b),
(iii) the number and class of securities and exercise price per share of each
outstanding Option, (iv) the share and per-share provisions and the measurement
price of each outstanding SAR, (v) the number of shares subject to and the
repurchase price per share subject to each outstanding Restricted Stock Award
and (vi) the share and per-share-related provisions and the purchase price, if
any, of each outstanding Other Stock-Based Award, shall be equitably adjusted by
the Company (or substituted Awards may be made, if applicable) in the manner
determined by the Board.  Without limiting the generality of the
foregoing, in the event the Company effects a split of the Common Stock by means
of a stock dividend and the exercise price of and the number of shares subject
to an outstanding Option are adjusted as of the date of the distribution of the
dividend (rather than as of the record date for such dividend), then an optionee
who exercises an Option between the record date and the distribution date for
such stock dividend shall be entitled to receive, on the distribution date, the
stock dividend with respect to the shares of Common Stock acquired upon such
Option exercise, notwithstanding the fact that such shares were not outstanding
as of the close of business on the record date for such stock
dividend.




(b)          Reorganization
Events.




(1)          Definition.  A
“Reorganization
Event” shall mean:  (a) any merger or consolidation of the
Company with or into another entity as a result of which all of the Common Stock
of the Company is converted into or exchanged for the right to receive cash,
securities or other property or is cancelled, (b) any transfer or disposition of
all of the Common Stock of the Company for cash, securities or other property
pursuant to a share exchange or other transaction or (c) any liquidation or
dissolution of the Company.




(2)          Consequences of a
Reorganization Event on Awards Other than Restricted Stock.




(A)           In
connection with a Reorganization Event, the Board may take any one or more of
the following actions as to all or any (or any portion of) outstanding Awards
other than Restricted Stock on such terms as the Board determines (except to the
extent specifically provided otherwise in an applicable Award agreement or
another agreement between the Company and the
Participant):  (i) provide that such Awards shall be assumed, or
substantially equivalent Awards shall be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof), (ii) upon written notice
to a Participant, provide that all of the Participant’s unexercised Awards will
terminate immediately prior to the consummation of such Reorganization Event
unless exercised by the Participant (to the extent then exercisable) within a
specified period following the date of such notice, (iii) provide that
outstanding Awards shall become exercisable, realizable, or deliverable, or
restrictions applicable to an Award shall lapse, in whole or in part prior to or
upon such Reorganization Event, (iv) in the event of a Reorganization Event
under the terms of which holders of Common Stock will receive upon consummation
thereof a cash payment for each share surrendered in the Reorganization Event
(the “Acquisition
Price”), make or provide for a cash payment to Participants with respect
to each Award held by a Participant equal to (A) the number of shares of Common
Stock subject to the vested portion of the Award (after giving effect to any
acceleration of vesting that occurs upon or immediately prior to such
Reorganization Event) multiplied by (B) the excess, if any, of (I) the
Acquisition Price over (II) the exercise, measurement or purchase price of such
Award and any applicable tax withholdings, in exchange for the termination of
such Award, (v) provide that, in connection with a liquidation or
dissolution of the Company, Awards shall convert into the right to receive
liquidation proceeds (if applicable, net of the exercise, measurement or
purchase price thereof and any applicable tax withholdings) and (vi) any
combination of the foregoing.  In taking any of the actions permitted
under this Section 9(b)(2), the Board shall not be obligated by the Plan to
treat all Awards, all Awards held by a Participant, or all Awards of the same
type, identically.


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(B)           Notwithstanding
the terms of Section 9(b)(2)(A), in the case of outstanding Restricted Stock
Units that are subject to Section 409A of the Code: (i) if the applicable
Restricted Stock Unit agreement provides that the Restricted Stock Units shall
be settled upon a “change in control event” within the meaning of Treasury
Regulation Section 1.409A-3(i)(5)(i), and the Reorganization Event constitutes
such a “change in control event”, then no assumption or substitution shall be
permitted pursuant to Section 9(b)(2)(A)(i) and the Restricted Stock Units shall
instead be settled in accordance with the terms of the applicable Restricted
Stock Unit agreement; and (ii) the Board may only undertake the actions set
forth in clauses (iii), (iv) or (v) of Section 9(b)(2)(A) if the Reorganization
Event constitutes a “change in control event” as defined under Treasury
Regulation Section 1.409A-3(i)(5)(i) and such action is permitted or required by
Section 409A of the Code; if the Reorganization Event is not a “change in
control event” as so defined or such action is not permitted or required by
Section 409A of the Code, and the acquiring or succeeding corporation does not
assume or substitute the Restricted Stock Units pursuant to clause (i) of
Section 9(b)(2)(A), then the unvested Restricted Stock Units shall terminate
immediately prior to the consummation of the Reorganization Event without any
payment in exchange therefor.




(C)           For
purposes of Section 9(b)(2)(A)(i), an Award (other than Restricted Stock) shall
be considered assumed if, following consummation of the Reorganization Event,
such Award confers the right to purchase or receive pursuant to the terms of
such Award, for each share of Common Stock subject to the Award immediately
prior to the consummation of the Reorganization Event, the consideration
(whether cash, securities or other property) received as a result of the
Reorganization Event by holders of Common Stock for each share of Common Stock
held immediately prior to the consummation of the Reorganization Event (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if
the consideration received as a result of the Reorganization Event is not solely
common stock of the acquiring or succeeding corporation (or an affiliate
thereof), the Company may, with the consent of the acquiring or succeeding
corporation, provide for the consideration to be received upon the exercise or
settlement of the Award to consist solely of such number of shares of common
stock of the acquiring or succeeding corporation (or an affiliate thereof) that
the Board determined to be equivalent in value (as of the date of such
determination or another date specified by the Board) to the per share
consideration received by holders of outstanding shares of Common Stock as a
result of the Reorganization Event.


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(3)           Consequences of a
Reorganization Event on Restricted Stock.  Upon the occurrence
of a Reorganization Event other than a liquidation or dissolution of the
Company, the repurchase and other rights of the Company with respect to
outstanding Restricted Stock shall inure to the benefit of the Company’s
successor and shall, unless the Board determines otherwise, apply to the cash,
securities or other property which the Common Stock was converted into or
exchanged for pursuant to such Reorganization Event in the same manner and to
the same extent as they applied to such Restricted Stock; provided, however, that the Board may
provide for termination or deemed satisfaction of such repurchase or other
rights under the instrument evidencing any Restricted Stock or any other
agreement between a Participant and the Company, either initially or by
amendment.  Upon the occurrence of a Reorganization Event involving
the liquidation or dissolution of the Company, except to the extent specifically
provided to the contrary in the instrument evidencing any Restricted Stock or
any other agreement between a Participant and the Company, all restrictions and
conditions on all Restricted Stock then outstanding shall automatically be
deemed terminated or satisfied.




(c)          Change in Control
Events.




(1)          Definition.  A
“Change in
Control Event” shall mean




(A)           the
acquisition by an individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”)
of beneficial ownership of any capital stock of the Company if, after such
acquisition, such Person beneficially owns (within the meaning of Rule 13d-3
under the Exchange Act) 30% or more of either (x) the then-outstanding shares of
common stock of the Company (the “Outstanding
Company Common Stock”) or (y) the combined voting power of the
then-outstanding securities of the Company entitled to vote generally in the
election of directors (the “Outstanding
Company Voting Securities”); provided, however, that for
purposes of this subsection (A), the following acquisitions shall not constitute
a Change in Control Event: (1) any acquisition directly from the Company (2) any
acquisition by any corporation pursuant to a Business Combination (as defined
below) which complies with clauses (x) and (y) of subsection (C) of this
definition; or




(B)           a
change in the composition of the Board that results in the Continuing Directors
(as defined below) no longer constituting a majority of the Board (or, if
applicable, the Board of Directors of a successor corporation to the Company),
where the term “Continuing
Director” means at any date a member of the Board (x) who was a member of
the Board on the date of the initial adoption of the Plan by the Board or (y)
who was nominated or elected subsequent to such date by at least a majority of
the directors who were Continuing Directors at the time of such nomination or
election or whose election to the Board was recommended or endorsed by at least
a majority of the directors who were Continuing Directors at the time of such
nomination or election; provided, however, that there
shall be excluded from this clause (y) any individual whose initial assumption
of office occurred as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents, by or on behalf of a person other than the
Board; or


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(C)           the
consummation of a merger, consolidation, reorganization, recapitalization or
share exchange involving the Company or a sale or other disposition of all or
substantially all of the assets of the Company (a “Business
Combination”), unless, immediately following such Business Combination,
each of the following two conditions is satisfied: (x) all or substantially all
of the individuals and entities who were the beneficial owners of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding securities entitled to vote
generally in the election of directors, respectively, of the resulting or
acquiring corporation in such Business Combination (which shall include, without
limitation, a corporation which as a result of such transaction owns the Company
or substantially all of the Company’s assets either directly or through one or
more subsidiaries) (such resulting or acquiring corporation is referred to
herein as the “Acquiring
Corporation”) in substantially the same proportions as their ownership of
the Outstanding Company Common Stock and Outstanding Company Voting Securities,
respectively, immediately prior to such Business Combination and (y) no Person
(excluding any employee benefit plan (or related trust) maintained or sponsored
by the Company or by the Acquiring Corporation) beneficially owns, directly or
indirectly, 30% or more of the then-outstanding shares of common stock of the
Acquiring Corporation, or of the combined voting power of the then-outstanding
securities of such corporation entitled to vote generally in the election of
directors (except to the extent that such ownership existed prior to the
Business Combination); or




(D)           the
liquidation or dissolution of the Company.




(2)          Effect on Options and
SARs.  Notwithstanding the provisions of Section 10(b),
effective immediately prior to a Change in Control Event, except to the extent
specifically provided to the contrary in the instrument evidencing any Option or
SAR or any other agreement between a Participant and the Company, all Options
and SARs then outstanding shall automatically become immediately exercisable in
full.




(3)          Effect on Restricted
Stock.  Notwithstanding the provisions of Section 10(b),
effective immediately prior to a Change in Control Event, except to the extent
specifically provided to the contrary in the instrument evidencing the
Restricted Stock or any other agreement between a Participant and the Company,
all restrictions and conditions on all Restricted Stock then-outstanding shall
automatically be deemed terminated or satisfied.




(4)          Effect on Restricted Stock
Units.  Notwithstanding the provisions of Section 9(b),
effective immediately prior to a Change in Control Event, except to the extent
specifically provided to the contrary in the instrument evidencing any
Restricted Stock Unit Award or any other agreement between a Participant and the
Company, all restrictions and conditions on all Restricted Stock Units then
outstanding shall automatically be deemed terminated and satisfied; provided,
however, that for any Restricted Stock Units that are not exempt from Section
409A of the Code, if the Change in Control Event does not also constitute a
“change in control event” within in the meaning of Treasury Regulation Section
1.409A-3(i)(5)(i), and the acquiring or succeeding corporation does not agree to
assume or substitute the Restricted Stock Units, then the unvested Restricted
Stock Units shall terminate upon the Change in Control Event without any payment
in exchange therefor.


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(5)          Effect on Other Stock-Based
Awards.  The Board may specify in an Award agreement at the
time of grant or otherwise the effect of a Change in Control on an Other
Stock-Based Award.




(6)          Section
409A.  The definition of Change in Control Event for purposes
of the Plan is intended to conform to the description of “Change in Control
Events” in Treasury Regulation section 1.409A-3(i)(5), or in subsequent IRS
guidance describing what constitutes a change in control event for purposes of
Section 409A of the Code when the Award is subject to Section 409A. Accordingly,
no Change in Control Event will be deemed to provide for acceleration of payment
with respect to a transaction or event described in this Section 10(c) unless
the transaction or event would constitute a “Change in Control Event” as
described in Treasury Regulation section 1.409A-3(i)(5), or in subsequent IRS
guidance under Section 409A of the Code.




10.          General Provisions
Applicable to Awards




(a)          Transferability of
Awards.  Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either
voluntarily or by operation of law, except by will or the laws of descent and
distribution or, other than in the case of an Incentive Stock Option, pursuant
to a qualified domestic relations order, and, during the life of the
Participant, shall be exercisable only by the Participant; provided, however, that the
Board may permit or provide in an Award for the gratuitous transfer of the Award
by the Participant to or for the benefit of any immediate family member, family
trust or other entity established for the benefit of the Participant and/or an
immediate family member thereof if the Company would be eligible to use a Form
S-8 under the Securities Act for the registration of the sale of the Common
Stock subject to such Award to such proposed transferee; provided further, that the
Company shall not be required to recognize any such permitted transfer until
such time as such permitted transferee shall, as a condition to such transfer,
deliver to the Company a written instrument in form and substance satisfactory
to the Company confirming that such transferee shall be bound by all of the
terms and conditions of the Award.  References to a Participant, to
the extent relevant in the context, shall include references to authorized
transferees.  For the avoidance of doubt, nothing contained in this
Section 10(a) shall be deemed to restrict a transfer to the
Company.




(b)          Documentation.  Each
Award shall be evidenced in such form (written, electronic or otherwise) as the
Board shall determine.  Each Award may contain terms and conditions in
addition to those set forth in the Plan.




(c)          Board
Discretion.  Except as otherwise provided by the Plan, each
Award may be made alone or in addition or in relation to any other
Award.  The terms of each Award need not be identical, and the Board
need not treat Participants uniformly.


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(d)          Termination of
Status.  The Board shall determine the effect on an Award of
the disability, death, termination or other cessation of employment, authorized
leave of absence or other change in the employment or other status of a
Participant and the extent to which, and the period during which, the
Participant, or the Participant’s legal representative, conservator, guardian or
Designated Beneficiary, may exercise rights under the Award.




(e)          Withholding.  The
Participant must satisfy all applicable federal, state, and local or other
income and employment tax withholding obligations (including UK National
Insurance Contributions) before the Company will deliver stock certificates or
otherwise recognize ownership of Common Stock under an Award.  The
Company may decide to satisfy the withholding obligations through additional
withholding on salary or wages.  If the Company elects not to or
cannot withhold from other compensation, the Participant must pay the Company
the full amount, if any, required for withholding or have a broker tender to the
Company cash equal to the withholding obligations.  Payment of
withholding obligations is due before the Company will issue any shares on
exercise, vesting or release from forfeiture of an Award or at the same time as
payment of the exercise or purchase price, unless the Company determines
otherwise.  If provided for in an Award or approved by the Board in
its sole discretion, a Participant may satisfy such tax obligations in whole or
in part by delivery (either by actual delivery or attestation) of shares of
Common Stock, including shares retained from the Award creating the tax
obligation, valued at their Fair Market Value; provided, however, except as
otherwise provided by the Board, that the total tax withholding where stock is
being used to satisfy such tax obligations cannot exceed the Company’s minimum
statutory withholding obligations (based on minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income).  Shares used to satisfy tax
withholding requirements cannot be subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements.




(f)          Amendment of Award.
The Board may amend, modify or terminate any outstanding Award, including but
not limited to, substituting therefor another Award of the same or a different
type, changing the date of exercise or realization, and converting an Incentive
Stock Option to a Nonstatutory Stock Option.  The Participant’s
consent to such action shall be required unless (i) the Board determines that
the action, taking into account any related action, does not materially and
adversely affect the Participant’s rights under the Plan or (ii) the change is
permitted under Section 9.




(g)          Conditions on Delivery of
Stock.  The Company will not be obligated to deliver any shares
of Common Stock pursuant to the Plan or to remove restrictions from shares
previously issued or delivered under the Plan until (i) all conditions of the
Award have been met or removed to the satisfaction of the Company, (ii) in the
opinion of the Company’s counsel, all other legal matters in connection with the
issuance and delivery of such shares have been satisfied, including any
applicable securities laws and regulations and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.


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(h)           Acceleration.  The
Board may at any time provide that any Award shall become immediately
exercisable in whole or in part, free of some or all restrictions or conditions,
or otherwise realizable in whole or in part, as the case may be.




11.          Miscellaneous




(a)           No Right To Employment or
Other Status.  No person shall have any claim or right to be
granted an Award by virtue of the adoption of the Plan, and the grant of an
Award shall not be construed as giving a Participant the right to continued
employment or any other relationship with the Company.  The Company
expressly reserves the right at any time to dismiss or otherwise terminate its
relationship with a Participant free from any liability or claim under the Plan,
except as expressly provided in the applicable Award.




(b)           No Rights As
Stockholder.  Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed with
respect to an Award until becoming the record holder of such
shares.




(c)           Effective Date and Term of
Plan.  The Plan shall become effective on the date the Plan is
approved by the Company’s stockholders (the “Effective
Date”).  No Awards shall be granted under the Plan after the
expiration of 10 years from the Effective Date, but Awards previously granted
may extend beyond that date.




(d)           Amendment of
Plan.  The Board may amend, suspend or terminate the Plan or
any portion thereof at any time provided that to the extent required by Section
162(m), no Award granted to a Participant that is intended to comply with
Section 162(m) after the date of such amendment shall become exercisable,
realizable or vested, as applicable to such Award, unless and until the
Company’s stockholders approve such amendment in the manner required by Section
162(m).  In addition, if at any time the approval of the Company’s
stockholders is required as to any other modification or amendment under Section
422 of the Code or any successor provision with respect to Incentive Stock
Options, the Board may not effect such modification or amendment without such
approval.  Unless otherwise specified in the amendment, any amendment
to the Plan adopted in accordance with this Section 11(d) shall apply to, and be
binding on the holders of, all Awards outstanding under the Plan at the time the
amendment is adopted, provided the Board determines that such amendment, taking
into account any related action, does not materially and adversely affect the
rights of Participants under the Plan.




(e)           Authorization of Sub-Plans
(including for Grants to non-U.S. Employees).  The Board may
from time to time establish one or more sub-plans under the Plan for purposes of
satisfying applicable securities, tax or other laws of various
jurisdictions.  The Board shall establish such sub-plans by adopting
supplements to the Plan containing (i) such limitations on the Board’s
discretion under the Plan as the Board deems necessary or desirable or (ii) such
additional terms and conditions not otherwise inconsistent with the Plan as the
Board shall deem necessary or desirable.  All supplements adopted by
the Board shall be deemed to be part of the Plan, but each supplement shall
apply only to Participants within the affected jurisdiction and the Company
shall not be required to provide copies of any supplement to Participants in any
jurisdiction which is not the subject of such supplement.


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(f)           Compliance with
Section 409A of the Code. Except as provided in individual Award
agreements initially or by amendment, if and to the extent any portion of any
payment, compensation or other benefit provided to a Participant in connection
with his or her employment termination is determined to constitute “nonqualified
deferred compensation” within the meaning of Section 409A of the Code and the
Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of
the Code, as determined by the Company in accordance with its procedures, by
which determination the Participant (through accepting the Award) agrees
thathe or she is
bound, such portion of the payment, compensation or other benefit shall not be
paid before the day that is six months plus one day after the date of
“separation from service” (as determined under Section 409A of the Code) (the
“New
Payment Date”), except as Section 409A of the Code may then
permit.  The aggregate of any payments that otherwise would have been
paid to the Participant during the period between the date of separation from
service and the New Payment Date shall be paid to the Participant in a lump sum
on such New Payment Date, and any remaining payments will be paid on their
original schedule.




The
Company makes no representations or warranty and shall have no liability to the
Participant or any other person if any provisions of or payments, compensation
or other benefits under the Plan are determined to constitute nonqualified
deferred compensation subject to Section 409A of the Code but do not to satisfy
the conditions of that section.




(g)           Limitations on
Liability.Notwithstanding any
other provisions of the Plan, no individualacting as a director,
officer, employee or agent of the Company will be liable to any Participant,
former Participant, spouse, beneficiary, or any other person for any claim,
loss, liability, or expense incurred in connection with the Plan, nor will such
individual be personally liable with respect to the Plan because of any contract
or other instrument he or she executes in his or her capacity as a director,
officer, employee or agent of the Company.  The Company will indemnify
and hold harmless each director, officer, employee or agent of the Company to
whom any duty or power relating to the administration or interpretation of the
Plan has been or will be delegated, against any cost or expense (including
attorneys’ fees) or liability (including any sum paid in settlement of a claim
with the Board’s approval) arising out of any act or omission to act concerning
the Plan unless arising out of such person’s own fraud or bad
faith.




(h)           Governing
Law.  The provisions of the Plan and all Awards made hereunder
shall be governed by and interpreted in accordance with the laws of the State of
Nevada, excluding choice-of-law principles of the law of such state that would
require the application of the laws of a jurisdiction other than the State of
Nevada.


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INTERNATIONAL
CELLULAR ACCESSORIES




2010 STOCK INCENTIVE
PLAN




CALIFORNIA
SUPPLEMENT




Pursuant
to Section 11(e) of the Plan, the Board has adopted this supplement for purposes
of satisfying the requirements of Section 25102(o) of the California
Law:




Any
Awards granted under the Plan to a Participant who is a resident of the State of
California on the date of grant (a “California Participant”) shall be subject to
the following additional limitations, terms and conditions:




1.
            Additional Limitations
      on Options.




(a)           Maximum Duration of
Options.  No Options granted to California Participants shall
have a term in excess of 120 months measured from the Option grant
date.




(b)           Minimum Exercise Period
Following Termination.  Unless a California Participant’s
employment is terminated for cause (as defined by applicable law, the terms of
any contract of employment between the Company and such Participant, or in the
instrument evidencing the grant of such Participant’s Option), in the event of
termination of employment of such Participant, such Participant shall have the
right to exercise an Option, to the extent that he or she was otherwise entitled
to exercise such Option on the date employment terminated, until the earlier of:
(i) at least six months from the date of termination, if termination was caused
by such Participant’s death or “permanent and total disability” (within the
meaning of Section 22(e)(3) of the Code), (ii) at least 30 days from the date of
termination, if termination was caused other than by such Participant’s death or
“permanent and total disability” (within the meaning of Section 22(e)(3) of the
Code) and (iii) the Option expiration date.




2.           Additional
Limitations.




The terms
of all Awards granted to a California Participant under Section 7 of the Plan
shall comply, to the extent applicable, with Section 260.140.41, Section
260.140.42 Section 260.140.45 and Section 260.140.46 of the California Code of
Regulations.




3.           Additional Limitations on
Timing of Awards.




No Award
granted to a California Participant shall become exercisable, vested or
realizable, as applicable to such Award, unless the Plan has been approved by
the holders of a majority of the Company’s outstanding voting securities by the
later of (i) within 12 months before or after the date the Plan was adopted
by the Board or (ii) prior to or within 12 months of the granting of any Award
to a California Participant.


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