B2 HEALTH, INC.
2006 EQUITY INCENTIVE PLAN
Section 1. Purpose; Definitions
The purpose of the Plan is to give the Company a competitive advantage in attracting,
retaining and motivating officers, employees, directors and/or consultants and to provide the
Company and its Subsidiaries and Affiliates with a stock plan providing incentives directly linked
to the profitability of the Company's businesses and increases in Company shareholder value.
For purposes of the Plan, the following terms shall have the respective meanings indicated:
(a) " Affiliate " means a corporation or other entity controlled by, controlling or
under common control with the Company.
(b) " Award " means a Stock Option, Restricted Stock, Performance Unit, or
other stock-based award granted pursuant to the terms of the Plan.
(c) " Award Agreement " means any written or electronic agreement, contract or
other instrument or document evidencing the grant of an Award, which may, but is not
required to be, signed by a Participant.
(d) " Award Cycle " means a period of consecutive fiscal years or portions
thereof designated by the Plan Administrator over which Performance Units are to be
(e) " Board " means the Board of Directors of the Company
(f) " Cause " means, unless otherwise provided by the Plan Administrator in an
Award Agreement, (i) "Cause" as defined in any Individual Agreement to which the
Participant is a party, or (ii) if there is no such Individual Agreement or if it does not
define Cause: (A) conviction of the Participant for committing a felony under federal law
or the law of the state in which such action occurred, (B) fraud or dishonesty against the
Company or in the course of fulfilling the Participant's employment duties, (C) willful and
deliberate failure on the part of the Participant to perform his or her employment or
service-provider duties in any material respect, (D) illegal drug use or alcohol abuse on