FIFTY
PERCENT (50%) OF THE TOTAL COMBINED VOTING POWER OF THE VOTING SECURITIES OF THE
SUCCESSOR CORPORATION ARE IMMEDIATELY THEREAFTER BENEFICIALLY OWNED, DIRECTLY OR
INDIRECTLY AND IN SUBSTANTIALLY THE SAME PROPORTION, BY THE PERSONS WHO
BENEFICIALLY OWNED THE CORPORATION'S OUTSTANDING VOTING SECURITIES IMMEDIATELY
PRIOR TO SUCH TRANSACTION, OR
(II)
THE SALE, TRANSFER OR OTHER DISPOSITION OF ALL OR SUBSTANTIALLY
ALL OF THE ASSETS OF THE CORPORATION IN COMPLETE LIQUIDATION OR DISSOLUTION OF
THE CORPORATION, OR
(III)
THE ACQUISITION, DIRECTLY OR INDIRECTLY, BY A PERSON OR RELATED
GROUP OF PERSONS (OTHER THAN THE CORPORATION OR A PERSON THAT DIRECTLY OR
INDIRECTLY CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON CONTROL WITH THE
CORPORATION) OF BENEFICIAL OWNERSHIP (WITHIN THE MEANING OF RULE 13D-3 OF THE
1934 ACT) OF SECURITIES POSSESSING MORE THAN FIFTY PERCENT (50%) OF THE TOTAL
COMBINED VOTING POWER OF THE CORPORATION'S OUTSTANDING SECURITIES PURSUANT TO A
TENDER OR EXCHANGE OFFER MADE DIRECTLY TO THE CORPORATION'S STOCKHOLDERS.
D.
CODE SHALL MEAN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
E.
COMMON STOCK SHALL MEAN THE CORPORATION'S COMMON STOCK, $0.001
PAR VALUE PER SHARE.
F.
CORPORATE AFFILIATE SHALL MEAN ANY PARENT OR SUBSIDIARY
CORPORATION OF THE CORPORATION (AS DETERMINED IN ACCORDANCE WITH CODE
SECTION 424), WHETHER NOW EXISTING OR SUBSEQUENTLY ESTABLISHED.
9
G.
CORPORATION SHALL MEAN XPLORE TECHNOLOGIES CORP., A DELAWARE
CORPORATION, AND ANY CORPORATE SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF THE
ASSETS OR VOTING STOCK OF XPLORE TECHNOLOGIES CORP. THAT SHALL BY APPROPRIATE
ACTION ADOPT THE PLAN.
H.
EFFECTIVE TIME SHALL MEAN THE 1ST DAY OF JANUARY IN 2009.
ANY
CORPORATE AFFILIATE THAT BECOMES A PARTICIPATING CORPORATION AFTER SUCH
EFFECTIVE TIME SHALL DESIGNATE A SUBSEQUENT EFFECTIVE TIME WITH RESPECT TO ITS
EMPLOYEE-PARTICIPANTS.
I.
ELIGIBLE EMPLOYEE SHALL MEAN ANY PERSON WHO IS EMPLOYED BY A
PARTICIPATING CORPORATION FOR EARNINGS CONSIDERED WAGES UNDER CODE
SECTION 3401(A) AND IS NOT AN EXCLUDED EMPLOYEE.
J.
EXCLUDED EMPLOYEE SHALL MEAN ANY EMPLOYEE WHOSE CUSTOMARY
EMPLOYMENT IS TWENTY (20) HOURS OR LESS PER WEEK, WHOSE CUSTOMARY EMPLOYMENT IS
NOT FOR MORE THAN FIVE (5) MONTHS IN ANY CALENDAR YEAR, OR WHO IS A CITIZEN OR
RESIDENT OF A FOREIGN COUNTRY IF THE GRANT IS PROHIBITED UNDER FOREIGN LAW OR IF
COMPLIANCE WITH FOREIGN LAW WOULD CAUSE THE PLAN TO VIOLATE CODE SECTION 423.
K.
FAIR MARKET VALUE PER SHARE OF COMMON STOCK ON ANY RELEVANT DATE
SHALL BE DETERMINED BY THE PLAN ADMINISTRATOR IN ACCORDANCE WITH THE FOLLOWING
PROVISIONS:
(i)
If the Common Stock is listed on the New York Stock Exchange,
Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market or
another national securities exchange and sales prices are regularly reported for
the Common Stock, then the Fair Market Value shall be equal to the closing
selling price as quoted on such exchange (or the exchange with the greatest
volume of trading in the Common Stock) on such date, or if such date is not a
trading day, on the most recent trading day immediately prior to such date;
(ii)
If closing