{"id":40713,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/taskdock-inc-2010-stock-plan-cisco.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"taskdock-inc-2010-stock-plan-cisco","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/taskdock-inc-2010-stock-plan-cisco.html","title":{"rendered":"TaskDock Inc. 2010 Stock Plan – Cisco"},"content":{"rendered":"

TASKDOCK INC. <\/strong><\/p>\n

2010 STOCK PLAN <\/strong><\/p>\n

ADOPTED ON JULY 1, 2010, <\/strong><\/p>\n

AS AMENDED ON OCTOBER 26, 2010 AND MAY 23, 2011
\n<\/strong><\/p>\n<\/p>\n

\n

TABLE OF CONTENTS <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\nPage<\/strong><\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 1.<\/p>\n<\/td>\n

<\/td>\n\n

ESTABLISHMENT AND PURPOSE<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 2.<\/p>\n<\/td>\n

<\/td>\n\n

ADMINISTRATION<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Committees of the Board of Directors<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Authority of the Board of Directors<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 3.<\/p>\n<\/td>\n

<\/td>\n\n

ELIGIBILITY<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

General Rule<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Ten-Percent Stockholders<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 4.<\/p>\n<\/td>\n

<\/td>\n\n

STOCK SUBJECT TO PLAN<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Basic Limitation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Additional Shares<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 5.<\/p>\n<\/td>\n

<\/td>\n\n

TERMS AND CONDITIONS OF AWARDS OR SALES<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Stock Grant or Purchase Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Duration of Offers and Nontransferability of Rights<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Purchase Price<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Withholding Taxes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

2<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Transfer Restrictions and Forfeiture Conditions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 6.<\/p>\n<\/td>\n

<\/td>\n\n

TERMS AND CONDITIONS OF OPTIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Stock Option Agreement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Number of Shares<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Exercise Price<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Exercisability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Basic Term<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(f)<\/p>\n<\/td>\n

<\/td>\n\n

Termination of Service (Except by Death)<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

3<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(g)<\/p>\n<\/td>\n

<\/td>\n\n

Leaves of Absence<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(h)<\/p>\n<\/td>\n

<\/td>\n\n

Death of Optionee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

Post-Exercise Restrictions on Transfer of Shares<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(j)<\/p>\n<\/td>\n

<\/td>\n\n

Pre-Exercise Restrictions on Transfer of Options or Shares<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(k)<\/p>\n<\/td>\n

<\/td>\n\n

Withholding Taxes<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(l)<\/p>\n<\/td>\n

<\/td>\n\n

No Rights as a Stockholder<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(m)<\/p>\n<\/td>\n

<\/td>\n\n

Modification, Extension and Assumption of Options<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(n)<\/p>\n<\/td>\n

<\/td>\n\n

Company153s Right to Cancel Certain Options<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 7.<\/p>\n<\/td>\n

<\/td>\n\n

PAYMENT FOR SHARES<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

General Rule<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Services Rendered<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Promissory Note<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Surrender of Stock<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(e)<\/p>\n<\/td>\n

<\/td>\n\n

Exercise\/Sale<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

6<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(f)<\/p>\n<\/td>\n

<\/td>\n\n

Other Forms of Payment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 8.<\/p>\n<\/td>\n

<\/td>\n\n

ADJUSTMENT OF SHARES<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

General<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Mergers and Consolidations<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Reservation of Rights<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 9.<\/p>\n<\/td>\n

<\/td>\n\n

PRE-EXERCISE INFORMATION REQUIREMENT<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Application of Requirement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Scope of Requirement<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 10.<\/p>\n<\/td>\n

<\/td>\n\n

MISCELLANEOUS PROVISIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Securities Law Requirements<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

No Retention Rights<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Treatment as Compensation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(d)<\/p>\n<\/td>\n

<\/td>\n\n

Governing Law<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 11.<\/p>\n<\/td>\n

<\/td>\n\n

DURATION AND AMENDMENTS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(a)<\/p>\n<\/td>\n

<\/td>\n\n

Term of the Plan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

<\/td>\n\n

Right to Amend or Terminate the Plan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

(c)<\/p>\n<\/td>\n

<\/td>\n\n

Effect of Amendment or Termination<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

SECTION 12.<\/p>\n<\/td>\n

<\/td>\n\n

DEFINITIONS<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n

\n

TASKDOCK INC. 2010 STOCK PLAN <\/strong><\/p>\n

SECTION 1. ESTABLISHMENT AND PURPOSE<\/strong>.<\/p>\n

The purpose of the Plan is to offer selected persons an opportunity to
\nacquire a proprietary interest in the success of the Company, or to increase
\nsuch interest, by acquiring Shares of the Company153s Stock. The Plan provides
\nboth for the direct award or sale of Shares and for the grant of Options to
\npurchase Shares. Options granted under the Plan may include Nonstatutory Options
\nas well as ISOs intended to qualify under Section 422 of the Code.<\/p>\n

Capitalized terms are defined in Section 12.<\/p>\n

SECTION 2. ADMINISTRATION<\/strong>.<\/p>\n

(a) Committees of the Board of Directors<\/strong>. The Plan may be
\nadministered by one or more Committees. Each Committee shall consist of one or
\nmore members of the Board of Directors who have been appointed by the Board of
\nDirectors. Each Committee shall have such authority and be responsible for such
\nfunctions as the Board of Directors has assigned to it. If no Committee has been
\nappointed, the entire Board of Directors shall administer the Plan. Any
\nreference to the Board of Directors in the Plan shall be construed as a
\nreference to the Committee (if any) to whom the Board of Directors has assigned
\na particular function.<\/p>\n

(b) Authority of the Board of Directors<\/strong>. Subject to the
\nprovisions of the Plan, the Board of Directors shall have full authority and
\ndiscretion to take any actions it deems necessary or advisable for the
\nadministration of the Plan. All decisions, interpretations and other actions of
\nthe Board of Directors shall be final and binding on all Purchasers, all
\nOptionees and all persons deriving their rights from a Purchaser or Optionee.\n<\/p>\n

SECTION 3. ELIGIBILITY<\/strong>.<\/p>\n

(a) General Rule<\/strong>. Only Employees, Outside Directors and
\nConsultants shall be eligible for the grant of Nonstatutory Options or the
\ndirect award or sale of Shares. Only Employees shall be eligible for the grant
\nof ISOs.<\/p>\n

(b) Ten-Percent Stockholders<\/strong>. A person who owns more than
\n10% of the total combined voting power of all classes of outstanding stock of
\nthe Company, its Parent or any of its Subsidiaries shall not be eligible for the
\ngrant of an ISO unless (i) the Exercise Price is at least 110% of the Fair
\nMarket Value of a Share on the Date of Grant and (ii) such ISO by its terms is
\nnot exercisable after the expiration of five years from the Date of Grant. For
\npurposes of this Subsection (b), in determining stock ownership, the attribution
\nrules of Section 424(d) of the Code shall be applied.<\/p>\n

\n

SECTION 4. STOCK SUBJECT TO PLAN<\/strong>.<\/p>\n

(a) Basic Limitation<\/strong>. Not more than 1,945,140 Shares may be
\nissued under the Plan, subject to Subsection (b) below and Section
\n8(a).1<\/sup> All of these Shares may be issued upon the exercise of ISOs.
\nThe number of Shares that are subject to Options or other rights outstanding at
\nany time under the Plan shall not exceed the number of Shares that then remain
\navailable for issuance under the Plan. The Company, during the term of the Plan,
\nshall at all times reserve and keep available sufficient Shares to satisfy the
\nrequirements of the Plan. Shares offered under the Plan may be authorized but
\nunissued Shares or treasury Shares.<\/p>\n

(b) Additional Shares<\/strong>. In the event that Shares previously
\nissued under the Plan are reacquired by the Company, such Shares shall be added
\nto the number of Shares then available for issuance under the Plan. In the event
\nthat Shares that otherwise would have been issuable under the Plan are withheld
\nby the Company in payment of the Purchase Price, Exercise Price or withholding
\ntaxes, such Shares shall remain available for issuance under the Plan. In the
\nevent that an outstanding Option or other right for any reason expires or is
\ncanceled, the Shares allocable to the unexercised portion of such Option or
\nother right shall be added to the number of Shares then available for issuance
\nunder the Plan.<\/p>\n

SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES<\/strong>.<\/p>\n

(a) Stock Grant or Purchase Agreement<\/strong>. Each award of Shares
\nunder the Plan shall be evidenced by a Stock Grant Agreement between the Grantee
\nand the Company. Each sale of Shares under the Plan (other than upon exercise of
\nan Option) shall be evidenced by a Stock Purchase Agreement between the
\nPurchaser and the Company. Such award or sale shall be subject to all applicable
\nterms and conditions of the Plan and may be subject to any other terms and
\nconditions which are not inconsistent with the Plan and which the Board of
\nDirectors deems appropriate for inclusion in a Stock Grant Agreement or Stock
\nPurchase Agreement. The provisions of the various Stock Grant Agreements and
\nStock Purchase Agreements entered into under the Plan need not be identical.\n<\/p>\n

(b) Duration of Offers and Nontransferability of Rights<\/strong>. Any
\nright to purchase Shares under the Plan (other than an Option) shall
\nautomatically expire if not exercised by the Purchaser within 30 days after the
\ngrant of such right was communicated to the Purchaser by the Company. Such right
\nshall not be transferable and shall be exercisable only by the Purchaser to whom
\nsuch right was granted.<\/p>\n

(c) Purchase Price<\/strong>. The Board of Directors shall determine
\nthe Purchase Price of Shares to be offered under the Plan at its sole
\ndiscretion. The Purchase Price shall be payable in a form described in Section
\n7.<\/p>\n

(d) Withholding Taxes<\/strong>. As a condition to the award,
\npurchase, vesting or transfer of Shares, the Grantee or Purchaser shall make
\nsuch arrangements as the Board of Directors may require for the satisfaction of
\nany federal, state, local or foreign withholding tax obligations that may arise
\nin connection with such event.<\/p>\n\n\n\n
1<\/sup><\/td>\n\n

Please refer to Exhibit A for a schedule of the initial share
\nreserve and any subsequent increases in the reserve.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n

(e) Transfer Restrictions and Forfeiture Conditions<\/strong>. Any
\nShares awarded or sold under the Plan shall be subject to such special
\nforfeiture conditions, rights of repurchase, rights of first refusal and other
\ntransfer restrictions as the Board of Directors may determine. Such restrictions
\nshall be set forth in the applicable Stock Grant Agreement or Stock Purchase
\nAgreement and shall apply in addition to any restrictions that may apply to
\nholders of Shares generally.<\/p>\n

SECTION 6. TERMS AND CONDITIONS OF OPTIONS<\/strong>.<\/p>\n

(a) Stock Option Agreement<\/strong>. Each grant of an Option under
\nthe Plan shall be evidenced by a Stock Option Agreement between the Optionee and
\nthe Company. The Option shall be subject to all applicable terms and conditions
\nof the Plan and may be subject to any other terms and conditions which are not
\ninconsistent with the Plan and which the Board of Directors deems appropriate
\nfor inclusion in a Stock Option Agreement. The provisions of the various Stock
\nOption Agreements entered into under the Plan need not be identical.<\/p>\n

(b) Number of Shares<\/strong>. Each Stock Option Agreement shall
\nspecify the number of Shares that are subject to the Option and shall provide
\nfor the adjustment of such number in accordance with Section 8. The Stock Option
\nAgreement shall also specify whether the Option is an ISO or a Nonstatutory
\nOption.<\/p>\n

(c) Exercise Price<\/strong>. Each Stock Option Agreement shall
\nspecify the Exercise Price. The Exercise Price of an Option shall not be less
\nthan 100% of the Fair Market Value of a Share on the Date of Grant, and in the
\ncase of an ISO a higher percentage may be required by Section 3(b). Subject to
\nthe preceding sentence, the Exercise Price shall be determined by the Board of
\nDirectors at its sole discretion. The Exercise Price shall be payable in a form
\ndescribed in Section 7. This Subsection (c) shall not apply to an Option granted
\npursuant to an assumption of, or substitution for, another option in a manner
\nthat complies with Section 424(a) of the Code (whether or not the Option is an
\nISO).<\/p>\n

(d) Exercisability<\/strong>. Each Stock Option Agreement shall
\nspecify the date when all or any installment of the Option is to become
\nexercisable. No Option shall be exercisable unless the Optionee (i) has
\ndelivered an executed copy of the Stock Option Agreement to the Company or (ii)
\notherwise agrees to be bound by the terms of the Stock Option Agreement. The
\nBoard of Directors shall determine the exercisability provisions of the Stock
\nOption Agreement at its sole discretion.<\/p>\n

(e) Basic Term<\/strong>. The Stock Option Agreement shall specify the
\nterm of the Option. The term shall not exceed 10 years from the Date of Grant,
\nand in the case of an ISO a shorter term may be required by Section 3(b).
\nSubject to the preceding sentence, the Board of Directors at its sole discretion
\nshall determine when an Option is to expire.<\/p>\n

(f) Termination of Service (Except by Death)<\/strong>. If an
\nOptionee153s Service terminates for any reason other than the Optionee153s death,
\nthen the Optionee153s Options shall expire on the earliest of the following dates:\n<\/p>\n<\/p>\n

3<\/p>\n

\n

(i) The expiration date determined pursuant to Subsection (e) above;<\/p>\n

(ii) The date three months after the termination of the Optionee153s Service
\nfor any reason other than Disability, or such earlier or later date as the Board
\nof Directors may determine (but in no event earlier than 30 days after the
\ntermination of the Optionee153s Service); or<\/p>\n

(iii) The date six months after the termination of the Optionee153s Service by
\nreason of Disability, or such later date as the Board of Directors may
\ndetermine.<\/p>\n

The Optionee may exercise all or part of the Optionee153s Options at any time
\nbefore the expiration of such Options under the preceding sentence, but only to
\nthe extent that such Options had become exercisable before the Optionee153s
\nService terminated (or became exercisable as a result of the termination) and
\nthe underlying Shares had vested before the Optionee153s Service terminated (or
\nvested as a result of the termination). The balance of such Options shall lapse
\nwhen the Optionee153s Service terminates. In the event that the Optionee dies
\nafter the termination of the Optionee153s Service but before the expiration of the
\nOptionee153s Options, all or part of such Options may be exercised (prior to
\nexpiration) by the executors or administrators of the Optionee153s estate or by
\nany person who has acquired such Options directly from the Optionee by
\nbeneficiary designation, bequest or inheritance, but only to the extent that
\nsuch Options had become exercisable before the Optionee153s Service terminated (or
\nbecame exercisable as a result of the termination) and the underlying Shares had
\nvested before the Optionee153s Service terminated (or vested as a result of the
\ntermination).<\/p>\n

(g) Leaves of Absence<\/strong>. For purposes of Subsection (f) above,
\nService shall be deemed to continue while the Optionee is on a bona fide leave
\nof absence, if such leave was approved by the Company in writing and if
\ncontinued crediting of Service for this purpose is expressly required by the
\nterms of such leave or by applicable law (as determined by the Company).<\/p>\n

(h) Death of Optione<\/strong>e<\/strong>. If an Optionee dies
\nwhile the Optionee is in Service, then the Optionee153s Options shall expire on
\nthe earlier of the following dates:<\/p>\n

(i) The expiration date determined pursuant to Subsection (e) above; or<\/p>\n

(ii) The date 12 months after the Optionee153s death, or such earlier or later
\ndate as the Board of Directors may determine (but in no event earlier than six
\nmonths after the Optionee153s death).<\/p>\n

All or part of the Optionee153s Options may be exercised at any time before the
\nexpiration of such Options under the preceding sentence by the executors or
\nadministrators of the Optionee153s estate or by any person who has acquired such
\nOptions directly from the Optionee by beneficiary designation, bequest or
\ninheritance, but only to the extent that such Options had become exercisable
\nbefore the Optionee153s death (or became exercisable as a result of the death) and
\nthe<\/p>\n<\/p>\n

4<\/p>\n

\n

underlying Shares had vested before the Optionee153s death (or vested as a
\nresult of the Optionee153s death). The balance of such Options shall lapse when
\nthe Optionee dies.<\/p>\n

(i) Post-Exercise Restrictions on Transfer of Shares<\/strong>. Any
\nShares issued upon exercise of an Option shall be subject to such special
\nforfeiture conditions, rights of repurchase, rights of first refusal and other
\ntransfer restrictions as the Board of Directors may determine. Such restrictions
\nshall be set forth in the applicable Stock Option Agreement and shall apply in
\naddition to any restrictions that may apply to holders of Shares generally.<\/p>\n

(j) Pre-Exercise Restrictions on Transfer of Options or
\nShares<\/strong>. An Option shall be transferable by the Optionee only by (i) a
\nbeneficiary designation, (ii) a will or (iii) the laws of descent and
\ndistribution, except as provided in the next sentence. If the applicable Stock
\nOption Agreement so provides, a Nonstatutory Option shall also be transferable
\nby gift or domestic relations order to a Family Member of the Optionee. An ISO
\nmay be exercised during the lifetime of the Optionee only by the Optionee or by
\nthe Optionee153s guardian or legal representative. In addition, an Option shall
\ncomply with all conditions of Rule 12h-1(f)(1) under the Exchange Act until the
\nCompany becomes subject to the reporting requirements of Section 13 or 15(d) of
\nthe Exchange Act. Such conditions include, without limitation, the
\ntransferability restrictions set forth in Rule 12h-1(f)(1)(iv) and (v) under the
\nExchange Act, which shall apply to an Option and, prior to exercise, to the
\nShares to be issued upon exercise of such Option during the period commencing on
\nthe Date of Grant and ending on the earlier of (i) the date when the Company
\nbecomes subject to the reporting requirements of Section 13 or 15(d) of the
\nExchange Act or (ii) the date when the Company makes a determination that it
\nwill cease to rely on the exemption afforded by Rule 12h-1(f)(1) under the
\nExchange Act. During such period, an Option and, prior to exercise, the Shares
\nto be issued upon exercise of such Option shall be restricted as to any pledge,
\nhypothecation or other transfer by the Optionee, including any short position,
\nany “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange
\nAct) or any “call equivalent position” (as defined in Rule 16a-1(b) under the
\nExchange Act).<\/p>\n

(k) Withholding Taxes<\/strong>. As a condition to the grant or
\nexercise of an Option, the Optionee shall make such arrangements as the Board of
\nDirectors may require for the satisfaction of any federal, state, local or
\nforeign withholding tax obligations that may arise in connection with such grant
\nor exercise. The Optionee shall also make such arrangements as the Board of
\nDirectors may require for the satisfaction of any federal, state, local or
\nforeign withholding tax obligations that may arise in connection with the
\nvesting or transfer of Shares acquired by exercising an Option or any similar
\nevent.<\/p>\n

(l) No Rights as a Stockholder<\/strong>. An Optionee, or a transferee
\nof an Optionee, shall have no rights as a stockholder with respect to any Shares
\ncovered by the Optionee153s Option until such person becomes entitled to receive
\nsuch Shares by filing a notice of exercise and paying the Exercise Price
\npursuant to the terms of such Option.<\/p>\n

(m) Modification, Extension and Assumption of Options<\/strong>.
\nWithin the limitations of the Plan, the Board of Directors may modify, extend or
\nassume outstanding Options or may accept the cancellation of outstanding Options
\n(whether granted by the Company or another issuer) in return for the grant of
\nnew Options for the same or a different number of<\/p>\n<\/p>\n

5<\/p>\n

\n

Shares and at the same or a different Exercise Price. The foregoing
\nnotwithstanding, no modification of an Option shall, without the consent of the
\nOptionee, impair the Optionee153s rights or increase the Optionee153s obligations
\nunder such Option.<\/p>\n

(n) Company153s Right to Cancel Certain Options<\/strong>. Any other
\nprovision of the Plan or a Stock Option Agreement notwithstanding, the Company
\nshall have the right at any time to cancel an Option that was not granted in
\ncompliance with Rule 701 under the Securities Act. Prior to canceling such
\nOption, the Company shall give the Optionee not less than 30 days153 notice in
\nwriting. If the Company elects to cancel such Option, it shall deliver to the
\nOptionee consideration with an aggregate Fair Market Value equal to the excess
\nof (i) the Fair Market Value of the Shares subject to such Option as of the time
\nof the cancellation over (ii) the Exercise Price of such Option. The
\nconsideration may be delivered in the form of cash or cash equivalents, in the
\nform of Shares, or a combination of both. If the consideration would be a
\nnegative amount, such Option may be cancelled without the delivery of any
\nconsideration.<\/p>\n

SECTION 7. PAYMENT FOR SHARES. <\/strong><\/p>\n

(a) General Rule<\/strong>. The entire Purchase Price or Exercise
\nPrice of Shares issued under the Plan shall be payable in cash or cash
\nequivalents at the time when such Shares are purchased, except as otherwise
\nprovided in this Section 7.<\/p>\n

(b) Services Rendered<\/strong>. At the discretion of the Board of
\nDirectors, Shares may be awarded under the Plan in consideration of services
\nrendered to the Company, a Parent or a Subsidiary prior to the award.<\/p>\n

(c) Promissory Note<\/strong>. At the discretion of the Board of
\nDirectors, all or a portion of the Purchase Price or Exercise Price (as the case
\nmay be) of Shares issued under the Plan may be paid with a full-recourse
\npromissory note. The Shares shall be pledged as security for payment of the
\nprincipal amount of the promissory note and interest thereon. The interest rate
\npayable under the terms of the promissory note shall not be less than the
\nminimum rate (if any) required to avoid the imputation of additional interest
\nunder the Code. Subject to the foregoing, the Board of Directors (at its sole
\ndiscretion) shall specify the term, interest rate, amortization requirements (if
\nany) and other provisions of such note.<\/p>\n

(d) Surrender of Stock<\/strong>. At the discretion of the Board of
\nDirectors, all or any part of the Exercise Price may be paid by surrendering, or
\nattesting to the ownership of, Shares that are already owned by the Optionee.
\nSuch Shares shall be surrendered to the Company in good form for transfer and
\nshall be valued at their Fair Market Value as of the date when the Option is
\nexercised.<\/p>\n

(e) Exercise\/Sale<\/strong>. To the extent that a Stock Option
\nAgreement so provides, and if Stock is publicly traded, all or part of the
\nExercise Price and any withholding taxes may be paid by the delivery (on a form
\nprescribed by the Company) of an irrevocable direction to a securities broker
\napproved by the Company to sell Shares and to deliver all or part of the sales
\nproceeds to the Company.<\/p>\n<\/p>\n

6<\/p>\n

\n

(f) Other Forms of Payment<\/strong>. To the extent that a Stock
\nPurchase Agreement or Stock Option Agreement so provides, the Purchase Price or
\nExercise Price of Shares issued under the Plan may be paid in any other form
\npermitted by the Delaware General Corporation Law, as amended.<\/p>\n

SECTION 8. ADJUSTMENT OF SHARES. <\/strong><\/p>\n

(a) General<\/strong>. In the event of a subdivision of the
\noutstanding Stock, a declaration of a dividend payable in Shares, a combination
\nor consolidation of the outstanding Stock into a lesser number of Shares, a
\nreclassification, or any other increase or decrease in the number of issued
\nshares of Stock effected without receipt of consideration by the Company,
\nproportionate adjustments shall automatically be made in each of (i) the number
\nof Shares available for future grants under Section 4, (ii) the number of Shares
\ncovered by each outstanding Option and (iii) the Exercise Price under each
\noutstanding Option. In the event of a declaration of an extraordinary dividend
\npayable in a form other than Shares in an amount that has a material effect on
\nthe Fair Market Value of the Stock, a recapitalization, a spin-off, or a similar
\noccurrence, the Board of Directors at its sole discretion may make appropriate
\nadjustments in one or more of (i) the number of Shares available for future
\ngrants under Section 4, (ii) the number of Shares covered by each outstanding
\nOption or (iii) the Exercise Price under each outstanding Option; provided,
\nhowever, that the Board of Directors shall in any event make such adjustments as
\nmay be required by Section 25102(o) of the California Corporations Code.<\/p>\n

(b) Mergers and Consolidations<\/strong>. In the event that the
\nCompany is a party to a merger or consolidation, outstanding Options and Shares
\nacquired under the Plan shall be subject to the agreement of merger or
\nconsolidation, which need not treat all outstanding Options in an identical
\nmanner. Such agreement, without the Optionees153 consent, may dispose of Options
\nthat are not exercisable as of the effective date of such merger or
\nconsolidation in any manner permitted by applicable law, including (without
\nlimitation) the cancellation of such Options without the payment of any
\nconsideration. Such agreement, without the Optionees153 consent, shall provide for
\none or more of the following with respect to Options that are exercisable as of
\nthe effective date of such merger or consolidation:<\/p>\n

(i) The continuation of such Options by the Company (if the Company is the
\nsurviving corporation).<\/p>\n

(ii) The assumption of such Options by the surviving corporation or its
\nparent in a manner that complies with Section 424(a) of the Code (whether or not
\nsuch Options are ISOs).<\/p>\n

(iii) The substitution by the surviving corporation or its parent of new
\noptions for such Options in a manner that complies with Section 424(a) of the
\nCode (whether or not such Options are ISOs).<\/p>\n

(iv) The cancellation of such Options and a payment to the Optionees equal to
\nthe excess of (A) the Fair Market Value of the Shares subject to such Options as
\nof the effective date of such merger or consolidation over<\/p>\n<\/p>\n

7<\/p>\n

\n

(B) their Exercise Price. Such payment shall be made in the form of cash,
\ncash equivalents, or securities of the surviving corporation or its parent with
\na Fair Market Value equal to the required amount.<\/p>\n

(v) The cancellation of such Options. Any exercise of such Options prior to
\nthe closing date of such merger or consolidation may be contingent on the
\nclosing of such merger or consolidation.<\/p>\n

(c) Reservation of Rights<\/strong>. Except as provided in this
\nSection 8, a Grantee, Purchaser or Optionee shall have no rights by reason of
\n(i) any subdivision or consolidation of shares of stock of any class, (ii) the
\npayment of any dividend or (iii) any other increase or decrease in the number of
\nshares of stock of any class. Any issuance by the Company of shares of stock of
\nany class, or securities convertible into shares of stock of any class, shall
\nnot affect, and no adjustment by reason thereof shall be made with respect to,
\nthe number or Exercise Price of Shares subject to an Option. The grant of an
\nOption pursuant to the Plan shall not affect in any way the right or power of
\nthe Company to make adjustments, reclassifications, reorganizations or changes
\nof its capital or business structure, to merge or consolidate or to dissolve,
\nliquidate, sell or transfer all or any part of its business or assets.<\/p>\n

SECTION 9. PRE-EXERCISE INFORMATION REQUIREMENT. <\/strong><\/p>\n

(a) Application of Requirement<\/strong>. This Section 9 shall apply
\nonly during a period that (i) commences when the Company begins to rely on the
\nexemption described in Rule 12h-1(f)(1) under the Exchange Act, as determined by
\nthe Company in its sole discretion, and (ii) ends on the earlier of (A) the date
\nwhen the Company ceases to rely on such exemption, as determined by the Company
\nin its sole discretion, or (B) the date when the Company becomes subject to the
\nreporting requirements of Section 13 or 15(d) of the Exchange Act. In addition,
\nthis Section 9 shall in no event apply to an Optionee after he or she has fully
\nexercised all of his or her Options.<\/p>\n

(b) Scope of Requirement<\/strong>. The Company shall provide to each
\nOptionee the information described in Rule 701(e)(3), (4) and (5) under the
\nSecurities Act. Such information shall be provided at six-month intervals, and
\nthe financial statements included in such information shall not be more than 180
\ndays old. The foregoing notwithstanding, the Company shall not be required to
\nprovide such information unless the Optionee has agreed in writing, on a form
\nprescribed by the Company, to keep such information confidential.<\/p>\n

SECTION 10. MISCELLANEOUS PROVISIONS. <\/strong><\/p>\n

(a) Securities Law Requirement<\/strong>s<\/strong>. Shares
\nshall not be issued under the Plan unless the issuance and delivery of such
\nShares comply with (or are exempt from) all applicable requirements of law,
\nincluding (without limitation) the Securities Act, the rules and regulations
\npromulgated thereunder, state securities laws and regulations, and the
\nregulations of any stock exchange or other securities market on which the
\nCompany153s securities may then be traded. The Company shall not be liable for a
\nfailure to issue Shares that is attributable to such requirements.<\/p>\n<\/p>\n

8<\/p>\n

\n

(b) No Retention Right<\/strong>s<\/strong>. Nothing in the
\nPlan or in any right or Option granted under the Plan shall confer upon the
\nGrantee, Purchaser or Optionee any right to continue in Service for any period
\nof specific duration or interfere with or otherwise restrict in any way the
\nrights of the Company (or any Parent or Subsidiary employing or retaining the
\nGrantee, Purchaser or Optionee) or of the Grantee, Purchaser or Optionee, which
\nrights are hereby expressly reserved by each, to terminate his or her Service at
\nany time and for any reason, with or without cause.<\/p>\n

(c) Treatment as Compensation<\/strong>. Any compensation that an
\nindividual earns or is deemed to earn under this Plan shall not be considered a
\npart of his or her compensation for purposes of calculating contributions,
\naccruals or benefits under any other plan or program that is maintained or
\nfunded by the Company, a Parent or a Subsidiary.<\/p>\n

(d) Governing Law<\/strong>. The Plan and all awards, sales and grants
\nunder the Plan shall be governed by, and construed in accordance with, the laws
\nof the State of Delaware, as such laws are applied to contracts entered into and
\nperformed in such State.<\/p>\n

SECTION 11. DURATION AND AMENDMENTS. <\/strong><\/p>\n

(a) Term of the Plan<\/strong>. The Plan, as set forth herein, shall
\nbecome effective on the date of its adoption by the Board of Directors, subject
\nto the approval of the Company153s stockholders. If the stockholders fail to
\napprove the Plan within 12 months after its adoption by the Board of Directors,
\nthen any grants, exercises or sales that have already occurred under the Plan
\nshall be rescinded and no additional grants, exercises or sales shall thereafter
\nbe made under the Plan. The Plan shall terminate automatically 10 years after
\nthe later of (i) the date when the Board of Directors adopted the Plan or (ii)
\nthe date when the Board of Directors approved the most recent increase in the
\nnumber of Shares reserved under Section 4 that was also approved by the
\nCompany153s stockholders. The Plan may be terminated on any earlier date pursuant
\nto Subsection (b) below.<\/p>\n

(b) Right to Amend or Terminate the Plan<\/strong>. The Board of
\nDirectors may amend, suspend or terminate the Plan at any time and for any
\nreason; provided, however, that any amendment of the Plan shall be subject to
\nthe approval of the Company153s stockholders if it (i) increases the number of
\nShares available for issuance under the Plan (except as provided in Section 8)
\nor (ii) materially changes the class of persons who are eligible for the grant
\nof ISOs. Stockholder approval shall not be required for any other amendment of
\nthe Plan. If the stockholders fail to approve an increase in the number of
\nShares reserved under Section 4 within 12 months after its adoption by the Board
\nof Directors, then any grants, exercises or sales that have already occurred in
\nreliance on such increase shall be rescinded and no additional grants, exercises
\nor sales shall thereafter be made in reliance on such increase.<\/p>\n

(c) Effect of Amendment or Termination<\/strong>. No Shares shall be
\nissued or sold under the Plan after the termination thereof, except upon
\nexercise of an Option (or any other right to purchase Shares) granted under the
\nPlan prior to such termination. The termination of the Plan, or any amendment
\nthereof, shall not affect any Share previously issued or any Option previously
\ngranted under the Plan.<\/p>\n<\/p>\n

9<\/p>\n

\n

SECTION 12. DEFINITIONS. <\/strong><\/p>\n

(a) “Board of Directors<\/strong>” shall mean the Board of Directors
\nof the Company, as constituted from time to time.<\/p>\n

(b) “Code<\/strong>” shall mean the Internal Revenue Code of 1986, as
\namended.<\/p>\n

(c) “Committee<\/strong>” shall mean a committee of the Board of
\nDirectors, as described in Section 2(a).<\/p>\n

(d) “Company<\/strong>” shall mean TaskDock Inc., a Delaware
\ncorporation.<\/p>\n

(e) “Consultant<\/strong>” shall mean a person who performs bona fide
\nservices for the Company, a Parent or a Subsidiary as a consultant or advisor,
\nexcluding Employees and Outside Directors.<\/p>\n

(f) “Date of Grant<\/strong>” shall mean the date of grant specified
\nin the applicable Stock Option Agreement, which date shall be the later of (i)
\nthe date on which the Board of Directors resolved to grant the Option or (ii)
\nthe first day of the Optionee153s Service.<\/p>\n

(g) “Disability<\/strong>” shall mean that the Optionee is unable to
\nengage in any substantial gainful activity by reason of any medically
\ndeterminable physical or mental impairment.<\/p>\n

(h) “Employee<\/strong>” shall mean any individual who is a common-law
\nemployee of the Company, a Parent or a Subsidiary.<\/p>\n

(i) “Exchange Act<\/strong>” shall mean the Securities Exchange Act of
\n1934, as amended.<\/p>\n

(j) “Exercise Price<\/strong>” shall mean the amount for which one
\nShare may be purchased upon exercise of an Option, as specified by the Board of
\nDirectors in the applicable Stock Option Agreement.<\/p>\n

(k) “Fair Market Value<\/strong>” shall mean the fair market value of
\na Share, as determined by the Board of Directors in good faith. Such
\ndetermination shall be conclusive and binding on all persons.<\/p>\n

(l) “Family Member<\/strong>” shall mean (i) any child, stepchild,
\ngrandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
\nniece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
\nbrother-in-law or sister-in-law, including adoptive relationships, (ii) any
\nperson sharing the Optionee153s household (other than a tenant or employee), (iii)
\na trust in which persons described in Clause (i) or (ii) have more than 50% of
\nthe beneficial interest, (iv) a foundation in which persons described in Clause
\n(i) or (ii) or the Optionee control the management of assets and (v) any other
\nentity in which persons described in Clause (i) or (ii) or the Optionee own more
\nthan 50% of the voting interests.<\/p>\n<\/p>\n

10<\/p>\n

\n

(m) “Grantee<\/strong>” shall mean a person to whom the Board of
\nDirectors has awarded Shares under the Plan.<\/p>\n

(n) “ISO<\/strong>” shall mean an employee incentive stock option
\ndescribed in Section 422(b) of the Code.<\/p>\n

(o) “Nonstatutory Option<\/strong>” shall mean a stock option not
\ndescribed in Sections 422(b) or 423(b) of the Code.<\/p>\n

(p) “Option<\/strong>” shall mean an ISO or Nonstatutory Option
\ngranted under the Plan and entitling the holder to purchase Shares.<\/p>\n

(q) “Optionee<\/strong>” shall mean a person who holds an Option.<\/p>\n

(r) “Outside Director<\/strong>” shall mean a member of the Board of
\nDirectors who is not an Employee.<\/p>\n

(s) “Parent<\/strong>” shall mean any corporation (other than the
\nCompany) in an unbroken chain of corporations ending with the Company, if each
\nof the corporations other than the Company owns stock possessing 50% or more of
\nthe total combined voting power of all classes of stock in one of the other
\ncorporations in such chain. A corporation that attains the status of a Parent on
\na date after the adoption of the Plan shall be considered a Parent commencing as
\nof such date.<\/p>\n

(t) “Plan<\/strong>” shall mean this TaskDock Inc. 2010 Stock Plan.\n<\/p>\n

(u) “Purchase Price<\/strong>” shall mean the consideration for which
\none Share may be acquired under the Plan (other than upon exercise of an
\nOption), as specified by the Board of Directors.<\/p>\n

(v) “Purchaser<\/strong>” shall mean a person to whom the Board of
\nDirectors has offered the right to purchase Shares under the Plan (other than
\nupon exercise of an Option).<\/p>\n

(w) “Securities Act<\/strong>” shall mean the Securities Act of 1933,
\nas amended.<\/p>\n

(x) “Service<\/strong>” shall mean service as an Employee, Outside
\nDirector or Consultant.<\/p>\n

(y) “Share<\/strong>” shall mean one share of Stock, as adjusted in
\naccordance with Section 8 (if applicable).<\/p>\n

(z) “Stock<\/strong>” shall mean the Common Stock of the Company.<\/p>\n

(aa) “Stock Grant Agreement<\/strong>” shall mean the agreement
\nbetween the Company and a Grantee who is awarded Shares under the Plan that
\ncontains the terms, conditions and restrictions pertaining to the award of such
\nShares.<\/p>\n<\/p>\n

11<\/p>\n

\n

(bb) “Stock Option Agreement<\/strong>” shall mean the agreement
\nbetween the Company and an Optionee that contains the terms, conditions and
\nrestrictions pertaining to the Optionee153s Option.<\/p>\n

(cc) “Stock Purchase Agreement<\/strong>” shall mean the agreement
\nbetween the Company and a Purchaser who purchases Shares under the Plan that
\ncontains the terms, conditions and restrictions pertaining to the purchase of
\nsuch Shares.<\/p>\n

(dd) “Subsidiary<\/strong>” shall mean any corporation (other than the
\nCompany) in an unbroken chain of corporations beginning with the Company, if
\neach of the corporations other than the last corporation in the unbroken chain
\nowns stock possessing 50% or more of the total combined voting power of all
\nclasses of stock in one of the other corporations in such chain. A corporation
\nthat attains the status of a Subsidiary on a date after the adoption of the Plan
\nshall be considered a Subsidiary commencing as of such date.<\/p>\n<\/p>\n

12<\/p>\n

\n

EXHIBIT A <\/strong><\/p>\n

SCHEDULE OF SHARES RESERVED FOR ISSUANCE UNDER THE
\nPLAN <\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Date of Board<\/strong><\/p>\n

Approval<\/strong><\/p>\n<\/td>\n

<\/td>\nDate of Stockholder
\nApproval<\/strong><\/td>\n		<\/td>\nNumber of
\nShares Added<\/strong><\/td>\n		<\/td>\nCumulative Number<\/strong>
\nof Shares<\/strong><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

July 1, 2010<\/p>\n<\/td>\n

<\/td>\n\n

July 1, 2010<\/p>\n<\/td>\n

<\/td>\n\n

Not Applicable<\/p>\n<\/td>\n

<\/td>\n\n

1,400,000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

October 26, 2010<\/p>\n<\/td>\n

<\/td>\n\n

October 26, 2010<\/p>\n<\/td>\n

<\/td>\n\n

520,000<\/p>\n<\/td>\n

<\/td>\n\n

1,920,000<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

May 23, 2011<\/p>\n<\/td>\n

<\/td>\n\n

May 23, 2011<\/p>\n<\/td>\n

<\/td>\n\n

25,140<\/p>\n<\/td>\n

<\/td>\n\n

1,945,140<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

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