2006 Equity Incentive Plan



 Exhibit 10(i) 
 ATMOSPHERIC GLOW TECHNOLOGIES, INC. 
 2006 EQUITY INCENTIVE PLAN 
 As Adopted May 5, 2006 
  

	1.	PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to
the success of the Company and its Subsidiaries, by offering them an opportunity to participate in the Company’s future performance through awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text are
defined in Section 23. 

  

	2.	SHARES SUBJECT TO THE PLAN. 

 2.1. Number
of Shares Available. Subject to Sections 2.2 and 18, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 10,000,000 Shares. Subject to Sections 2.2 and 18, Shares 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 are repurchased by the Company at the original
issue price; or (c) are subject to an Award that otherwise terminates without Shares being issued, will again be available for grant and issuance in connection with future Awards under this Plan. At all times the Company shall reserve and keep
available a sufficient number of Shares as shall be required to satisfy the requirements of all outstanding Options granted under this Plan and all other outstanding but unvested Awards granted under this Plan. The sum of Restricted Stock Awards and
Stock Bonus Awards issued under this Plan may not exceed 3,000,000 Shares (adjusted in proportion to any adjustment under Section 2.2 below) over the term of the Plan and the total number of Shares issued under the Plan upon exercise of
Incentive Stock Options may not exceed 3,000,000 Shares (adjusted in proportion to any adjustment under Section 2.2 below) over the term of the Plan. 
 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, combination, reclassification or
similar change in the capital structure of the Company without consideration, then (a) the number of Shares reserved for issuance under this 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 will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided,
however, that fractions of a Share will not be issued but will either be replaced by a cash payment equal to the Fair Market Value of such fraction of a Share or will be rounded up to the nearest whole Share, as determined by the Committee.

  

	3.	 ELIGIBILITY. ISOs may be granted only to employees (including officers and directors who are also employees) of the Company or of a Subsidiary. All
other Awards may be granted to employees, officers, directors, consultants, independent contractors and advisors of the Company or any Subsidiary; provided, however, that such 











	 	 
consultants, contractors 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 this Plan. 


  

	4.	ADMINISTRATION. 

 4.1. Committee
Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to
implement and carry out this Plan. Without limitation, the Committee will have the authority to: 
 (a) construe and interpret this Plan, any
Award Agreement and any other agreement or document executed pursuant to this Plan; 
 (b) prescribe, amend and rescind rules and regulations
relating to this Plan or any Award; 
 (c) select 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 with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive or compensation plan of the Company or any Subsidiary; 
 (g) grant waivers of Plan or Award conditions; 
 (h) determine the vesting, exercisability and payment of Awards; 
 (i) correct any defect, supply any omission or reconcile any
inconsistency in this 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 this Plan. 
 Notwithstanding the foregoing, all Awards to officers, directors and persons who own directly or by attribution ten percent (10%) or more of the
total combined voting power of a class of equity securities of the Company will be approved in advance by either the Board or a committee of two (2) or more “non-employer directors”, as such term is defined in SEC Rule 16b-3(d)(1).

  

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 4.2. Committee Discretion. Any determination made by the Committee with respect to any Award will
be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of this Plan or Award, at any later time, and such determination will be final and binding on the Company and on all persons having an
interest in any Award under this Plan. The Committee may delegate to one or more officers of the Company the authority to grant an Award under this Plan to Participants who are not Insiders of the Company. No Committee member, director or person
acting pursuant to authority delegated by the Board or the Committee shall be liable for any action or determination relating to or under this Plan taken or made in good faith. 
  

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

 5.1. Form of Option Grant. Each Option granted under this Plan will be evidenced by
an Award Agreement which will expressly identify the Option as an ISO or an NQSO, and will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and which will
comply with and be subject to the terms and conditions of this Plan. ISOs and NQSOs may not be granted together if the exercise of one cancels the right to exercise the other. 
 5.2. Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the grant of the Option. 
 5.3. Exercise Period. Options may be exercised within the times or upon the events determined by the Committee as set forth in the Award Agreement
governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a Ten Percent Stockholder will be
exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or
percentage of Shares as the Committee determines. 
 5.4. Exercise Price. The Exercise Price of an Option will be determined by the
Committee when the Option is granted; provided that: (i) the Exercise Price of an ISO will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant; (ii) the Exercise Price of any
ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%) 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 8 of this
Plan and (iii) if the NQSO is not to be subject to Section 409A of the Code, the Exercise Price will not be less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant. 
  

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 5.5. Method of Exercise. Options may be exercised only by delivery to the Company of a written
stock option 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 purchased, 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 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. 
 5.6. Termination. Notwithstanding the exercise periods set forth in the Stock Option
Agreement, exercise of an Option will always be subject to the following: 
 (a) If the Participant is Terminated for any reason except death
or Disability, then the 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 or longer time period not exceeding five (5) years as may be determined by the Committee, with any exercise beyond three (3) months after the Termination Date deemed to be an NQSO), but in any event, no later than the expiration
date of the Options. 
 (b) If the Participant is Terminated because of Participant’s death or Disability (or the Participant dies within
three (3) months after a Termination other than because of Participant’s death or Disability), 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 or longer time period not exceeding five
(5) years as may be determined by the Committee, with any such exercise beyond (a) three (3) months after the Termination Date when the Termination is for any reason other than the Participant’s death or Disability, or
(b) twelve (12) months after the Termination Date when the Termination is for Participant’s death or Disability, deemed to be an NQSO), but in any event no later than the expiration date of the Options. 
 (c) Notwithstanding the provisions in Section 5.6(a) above, if a Participant is terminated for Cause, neither the Participant, the Participant’s
estate nor such other person who may then hold the Option shall be entitled to exercise any Option with respect to any Shares whatsoever, after termination of service, whether or not after termination of service the Participant may receive payment
from the Company or Subsidiary for vacation pay, for services rendered prior to termination, for services rendered for the day on which termination occurs, for salary in lieu of notice, or for any other benefits. In making such determination,


  

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the Board shall give the Participant an opportunity to present to the Board evidence on his behalf. For the purpose of this paragraph, termination of service
shall be deemed to occur on the date when the Company dispatches notice or advice to the Participant that his service is terminated. 
 5.7.
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. 
 5.8. Limitations on ISO. The aggregate Fair Market Value (determined as of
the date of grant) of Shares with respect to which ISO are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company, or any of its Subsidiaries or its
parent) may not exceed $100,000. If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds $100,000, then the Options for the first
$100,000 worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the amount in excess of $100,000 that become exercisable in that calendar year will be NQSOs. In the event that the Code or the regulations
promulgated thereunder are amended after the Effective Date of this Plan to provide for a different limit on the Fair Market Value of Shares permitted to be ISOs, such different limit will be automatically incorporated herein and will apply to any
Options granted after the effective date of such amendment. In addition, disposition of any Shares received upon the exercise of ISOs prior to the later of two (2) years from the date of grant of the Options or one (1) year from the date
the Shares received upon exercise of the ISOs are transferred to the Participant may be a disqualifying disposition requiring the Participant to recognize any gain on disposition as compensation income. 
 5.9. Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in
substitution therefore; provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted. Any outstanding ISO that is modified, extended,
renewed or otherwise altered will 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 by written notice to them of such reduction;
provided, however, that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under Section 5.4 of this Plan for Options granted on the date the action is taken to reduce the Exercise Price.

 5.10. No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be
interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this 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. 
  

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	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 will
determine to whom an offer will be made, the number of Shares the person may purchase, the price to be paid, the restrictions to which the Shares will 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 this
Plan will be evidenced by an Award Agreement that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan.
The offer of Restricted Stock will be accepted by the Participant’s execution and delivery of the Award Agreement and full payment for the Shares to the Company within thirty (30) days from the date the Award Agreement is delivered to the
person. If such person does not execute and deliver the Award Agreement along with full payment for the Shares to the Company within thirty (30) days, then the offer will terminate, unless otherwise determined by the Committee. 
 6.2. Purchase Price. The purchase price of Shares sold pursuant to a Restricted Stock Award will be determined by the Committee on the date the
Restricted Stock Award is granted. Payment of the Purchase Price may be made in accordance with Section 8 of this Plan. 
 6.3. Terms
of Restricted Stock Awards. Restricted Stock Awards shall be subject to such restrictions as the Committee may impose. These restrictions may be based upon completion of a specified number of years of service with the Company or upon completion
of performance goals set out in advance in the Participant’s individual Award Agreement. Restricted Stock Awards may vary from Participant to Participant and between groups of Participants. Prior to the grant of a Restricted Stock Award, the
Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Restricted Stock Award; (b) select from among the Performance Factors to be used to measure performance goals, if any; and
(c) determine the number of Shares that may be awarded to the Participant. Prior to the payment of any Restricted Stock Award, the Committee shall determine the extent to which such Restricted Stock Award has been earned. Performance Periods
may overlap and Participants may participate simultaneously with respect to Restricted Stock Awards that are subject to different Performance Periods and having different performance goals and other criteria. 
 6.4. Termination During Performance Period. If a Participant is Terminated during a Performance Period for any reason, then such Participant will
be entitled to payment (whether in Shares, cash or otherwise) with respect to the Restricted Stock Award only to the extent earned as of the date of Termination in accordance with the Award Agreement, unless the Committee determines otherwise.

  

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	7.	STOCK BONUSES. 

 7.1. Awards of Stock
Bonuses. A Stock Bonus is an award of Shares (which may consist of Restricted Stock) for services rendered to the Company or any Subsidiary. A Stock Bonus may be awarded for past services already rendered to the Company, or any Subsidiary
pursuant to an Award Agreement that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. A Stock Bonus
may be awarded upon satisfaction of such performance goals as are set out in advance in the Participant’s individual Award Agreement that will be in such form (which need not be the same for each Participant) as the Committee will from time to
time approve, and will comply with and be subject to the terms and conditions of this Plan. Stock Bonuses may vary from Participant to Participant and between groups of Participants, and may be based upon the achievement of the Company or Subsidiary
and/or individual performance factors or upon such other criteria as the Committee may determine. 
 7.2. Terms of Stock Bonuses. The
Committee will determine the number of Shares to be awarded to the Participant. If the Stock Bonus is being earned upon the satisfaction of performance goals, then the Committee will: (a) determine the nature, length and starting date of any
Performance Period for each Stock Bonus; (b) select from among the Performance Factors to be used to measure the performance, if any; and (c) determine the number of Shares that may be awarded to the Participant. Prior to the payment of
any Stock Bonus, the Committee shall determine the extent to which such Stock Bonuses have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Stock Bonuses that are subject to different
Performance Periods and different performance goals and other criteria. The number of Shares may be fixed or may vary in accordance with such performance goals and criteria as may be determined by the Committee. The Committee may adjust the
performance goals applicable to the Stock Bonuses to take into account changes in law and accounting or tax rules and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items,
events or circumstances to avoid windfalls or hardships. 
 7.3. Form of Payment. The earned portion of a Stock Bonus may be paid
currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee determines. Payment may be made in the form of cash or whole Shares or a combination thereof, either in a lump sum payment or in installments, all
as the Committee determines. 
  

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

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

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 (b) by surrender of shares that either: (1) have been owned by Participant for more than six
(6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by
Participant in the public market; 
 (c) by tender of a full recourse promissory note having such terms as may be approved by the Committee
and bearing interest at a rate sufficient to avoid imputation of income under Sections 483 and 1274 of the Code; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares
with a promissory note unless the note is adequately secured by collateral other than the Shares; 
 (d) by waiver of compensation due or
accrued to the Participant for services rendered; 
 (e) with respect only to purchases upon exercise of an Option, and provided that a public
market for the Company’s stock exists: 
 (1) through a “same day sale” commitment from the 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 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 
 (2) through a
“margin” commitment from the Participant and an NASD Dealer whereby the 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 
 (f) by any combination of the foregoing. 
  

	9.	WITHHOLDING TAXES. 

 9.1. Withholding
General. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan (including upon the exercise of Options), 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 this Plan, payments in satisfaction of Awards are to be made in cash, such payment will be net of an amount sufficient
to satisfy federal, state and local withholding tax requirements. 
  

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 9.2. 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 in its sole discretion 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. All elections by a Participant to have Shares withheld for this purpose will be made in accordance with the requirements established by the Committee and be in writing in a form acceptable to the Committee

  

	10.	PRIVILEGES OF STOCK OWNERSHIP. 

 10.1.
Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and
have all the rights of a stockholder 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 except as may be otherwise reflected in the Award Agreement or
other related agreement; 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 will be subject to the same restrictions as the Restricted Stock; provided, further, that the Participant will have no right to retain such stock dividends or
stock distributions with respect to Shares that are repurchased at the Participant’s Purchase Price or Exercise Price pursuant to Section 12. 
 10.2. Financial Statements. The Company will provide financial statements to each Participant prior to such Participant’s purchase of Shares under this Plan; provided, however, the Company will not
be required to provide such financial statements to Participants whose services in connection with the Company assure them access to equivalent information. 
  

	11.	TRANSFERABILITY. Awards granted under this Plan, and any interest therein, will not be transferable or assignable by any 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 except as otherwise determined by the Committee and set forth in the Award Agreement with respect to Awards that are not ISOs. During the
lifetime of the Participant an Award will be exercisable only by the Participant, and any elections with respect to an Award may be made only by the Participant unless otherwise determined by the Committee and set forth in the Award Agreement with
respect to Awards that are not ISOs. 

  

	12.	 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 to
repurchase 



  

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a portion of or all Shares held by a Participant following such Participant’s Termination at any time within ninety (90) days after the later of
Participant’s Termination Date and the date Participant purchases Shares under this Plan, for cash and/or cancellation of purchase money indebtedness, at the Participant’s Exercise Price or Purchase Price, as the case may be.



  

	13.	CERTIFICATES. All certificates for Shares or other securities delivered under this Plan will 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 or quoted. 

  

	14.	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. Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares
under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of Participant’s obligation to the Company under the promissory note; provided, however,
that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any
pledge of the Participant’s Shares or other collateral. In connection with any pledge of the Shares, Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve.
The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid. 

  

	15.	EXCHANGE AND BUYOUT 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 Committee 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 Committee and the Participant may agree. 

  

	16.	SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. 

 16.1. Securities Laws. An Award will 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 

  

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quotation system upon which the Shares may then be listed or quoted, 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 this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this 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, or compliance with any exemption, under any state or federal law or ruling of any governmental body that the Company
determines to be necessary or advisable. The Company will 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 will have no liability for any inability or failure to do so. 
 16.2. Code
Section 402A. No Award shall provide for deferral of compensation that does not comply with Section 409A of the Code, unless the Board, at the time of grant, specifically provides that the Award is not intended to comply with
Section 409A of the Code. The Company shall have no liability to a Participant or any other party if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action
taken by the Board. It is the intent of the Company that any deferral of the receipt of the payment of cash or delivery of Shares that the Board may permit or require, and any Award granted that is subject to Section 409A of the Code, comply
with the requirements of such section, provided that no guaranty is made by the Company to Participants that such Awards will so comply. 
  

	17.	NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will 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 Subsidiary or limit in any way the right of the Company or any Subsidiary to terminate Participant’s employment or other relationship at any time, with or without cause.


  

	18.	CORPORATE TRANSACTIONS. 

 18.1. Assumption
or Replacement of Awards by Successor. In the event of (a) a dissolution or liquidation of the Company, (b) 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 stockholders of the Company or their relative stock holdings and the Awards granted under this
Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants), (c) a merger in which the Company is the surviving corporation but after which the stockholders of the Company
immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their shares or other equity interest in the Company, (d) the
sale of substantially all of the assets of the Company, or (e) the acquisition, sale or transfer of more than 50% of the outstanding 

  

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shares of the Company by tender offer or similar transaction, any or all outstanding Awards may be assumed, converted or replaced by the successor
corporation (if any), which assumption, conversion or replacement will be binding on all Participants. In the alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as
was provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares held by the Participant, substantially similar shares or other property subject
to repurchase restrictions no less favorable to the Participant. In the event such successor corporation (if any) refuses to assume or substitute Awards, as provided above, pursuant to a transaction described in this Section 18.1, such Awards
will expire on such transaction at such time and on such conditions as the Committee will determine; provided, however, that the Committee may, in its sole discretion, provide that the vesting of any or all Awards granted pursuant to this
Plan will accelerate. If the Committee exercises such discretion with respect to Options, such Options will become exercisable in full prior to the consummation of such event at such time and on such conditions as the Committee determines, and if
such Options are not exercised prior to the consummation of the corporate transaction, they shall terminate at such time as determined by the Committee. 
 18.2. Other Treatment of Awards. Subject to any greater rights granted to Participants under the foregoing provisions of this Section 18, in the event of the occurrence of any transaction described in
Section 18.1, any outstanding Awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation or sale of assets. 
 18.3. Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been
granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except
that the exercise price and the number and nature of Shares issuable upon exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option rather than
assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. 
  

	19.	 ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become effective on May 5, 2006 (the “Effective Date”). This Plan shall be approved
by the stockholders of the Company, consistent with applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board. Upon the Effective Date, the Committee 



  

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may grant Awards pursuant to this Plan; provided, however, that: (a) no Option may be exercised prior to initial stockholder approval of this
Plan; (b) no Option granted pursuant to an increase in the number of Shares subject to this Plan approved by the Board will be exercised prior to the time such increase has been approved by the stockholders of the Company; and (c) in the
event that stockholder approval of such increase is not obtained within the time period provided herein, all Awards granted pursuant to such increase will be canceled, any Shares issued pursuant to any Award granted pursuant to such increase will be
canceled, and any purchase of Shares pursuant to such increase will be rescinded. 


  

	20.	TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will terminate ten (10) years from the date this Plan is adopted by the Board
or, if earlier, the date of stockholder approval. This Plan and all agreements thereunder shall be governed by and construed in accordance with the laws of the State of Delaware. 

  

	21.	AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including without limitation amendment of any form of Award
Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval.


  

	22.	NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any
provision of this Plan will 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 this Plan, and such arrangements may be either generally applicable or applicable only in specific cases. 

  

	23.	DEFINITIONS. As used in this Plan, the following terms will have the following meanings: 

 “Award” means any award under this Plan, including any Option, Restricted Stock or Stock Bonus. 
 “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. 
 “Cause” means the commission of an act of theft, embezzlement, fraud, dishonesty or a breach of fiduciary duty to the Company or a
Subsidiary. 
 “Code” means the Internal Revenue Code of 1986, as amended. 
  

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 “Committee” means the committee, if any, to which the Board has delegated the
administration of this Plan, or if no such committee has been created, the Board. 
 “Company” means Atmospheric Glow
Technologies, Inc. or any successor corporation. 
 “Disability” means a disability, whether temporary or permanent, partial
or total, within the meaning of Section 22(e)(3) of the Code, as determined by the Committee. 
 “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 Common
Share of the Company which is reasonable under the Code and if it meets the Code requirements is determined as follows: 
  

	 	(a)	if such Common Shares are then quoted on the NASDAQ National Market, its closing price on the NASDAQ National Market on the date of determination; 

  

	 	(b)	if such Common Shares are publicly traded and are then listed on a national securities exchange, the closing price on the date of determination on the principal national securities
exchange on which the Common Shares are listed or admitted to trading; 

  

	 	(c)	if such Common Shares are publicly traded but are not quoted on the NASDAQ National Market nor listed or admitted to trading on a national securities exchange, the average of the
closing bid and asked prices on the date of determination; or 

  

	 	(d)	if none of the foregoing is applicable, by the Committee in good faith and, if applicable, in accordance with Section 409A of the Code. 

 For any date that is not a trading day, the Fair Market Value of a Share for such date will be determined by using the closing sale price or average of
the bid and asked prices, as appropriate, for the immediately preceding trading day and with the timing described above adjusted accordingly. The Board can substitute a particular time of day or other measure of closing sale price or bid and asked
prices if appropriate because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with Code Section 409A. 
 “Insider” means an officer or director of the Company or any other person whose transactions in the Company’s Common Shares are
subject to Section 16 of the Exchange Act. 
 “ISO” means an Incentive Stock Option within Section 422 of the Code.

  

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 “NQSO” means an option that is not an ISO. 
 “Option” means an award of an option to purchase Shares pursuant to Section 5. 
 “Participant” means a person who receives an Award under this Plan. 
 “Performance Factors” means the factors selected by the Committee from among the following measures to determine whether the performance
goals established by the Committee and applicable to Awards have been satisfied: 
  

	 	(a)	net revenue and/or net revenue growth; 

  

	 	(b)	earnings before income taxes and amortization and/or earnings before income taxes and amortization growth; 

  

	 	(c)	operating income and/or operating income growth; 

  

	 	(d)	net income and/or net income growth; 

  

	 	(e)	earnings per share and/or earnings per share growth; 

  

	 	(f)	total shareholder return and/or total shareholder return growth; 

  

	 	(g)	return on equity; 

  

	 	(h)	operating cash flow return on income; 

  

	 	(i)	adjusted operating cash flow return on income; 

  

	 	(j)	economic value added; and 

  

	 	(k)	individual confidential business objectives. 

 “Performance Period” means the period of service determined by the Committee during which years of service or performance is to be measured for Restricted Stock Awards or Stock Bonuses. 
 “Plan” means this Atmospheric Glow Technologies, Inc. 2006 Equity Incentive 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. 
  

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 “Shares” means Common Shares of the Company reserved for issuance under this Plan, as
adjusted pursuant to Sections 2 and 18, and any successor security. 
 “Stock Bonus” means an award of Shares, or cash in
lieu of Shares, pursuant to Section 7. 
 “Subsidiary” means any corporation (other than the Company) in an unbroken
chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other
corporations in such chain. 
 “Ten Percent Stockholder” means a person who directly or by attribution owns more than ten
percent (10%) of the total combined voting power of all classed of stock of the Company or of any Subsidiary or affiliate. 
 “Termination” or “Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director, consultant,
independent contractor or advisor to the Company or a Subsidiary. An employee will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by
the Committee, provided, that such leave is for a period of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless otherwise provided by the Board. In the case
of any employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the employ of the Company or a Subsidiary as it may deem appropriate, except that in no event
may an Option be exercised after the expiration of the term set forth in the Award Agreement. 
 “Termination Date” means the
date upon which it is determined that a Participant has ceased to provide services for purposes of this Plan and Awards hereunder. The Committee will 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. 
  

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