NANO-PROPRIETARY, INC. AMENDED 2002 EQUITY COMPENSATION PLAN
ARTICLE I - GENERAL PROVISIONS
The Plan is designed for the benefit of the Company to secure and retain the services of
Eligible Participants. The Board believes the Plan will promote and increase personal interests in the welfare of
the Company by, and provide incentive to, those who are primarily responsible not only for its regular operations
but also for shaping and carrying out the long-range plans of the Company and ordering its continued growth and
Awards under the Plan may be made to Participants in the form of (i) Incentive Stock
Options; (ii) Nonqualified Stock Options; or (iii) Stock Awards.
The Plan shall be effective March 17, 2002 (the “Effective Date”).
The Plan amendment is effective December 31, 2004 (the “Amendment Date”)
ARTICLE II - DEFINITIONS
Except where the context otherwise indicates, the following definitions apply:
“Act” means the Securities Exchange Act of 1934, as now in effect or as hereafter
amended. All citations to sections of the Act or rules there under are to such sections or rules as they may from
time to time be amended or renumbered.
“Agreement” means the written agreement between the Company and the Participant
evidencing each Award granted to a Participant under the Plan.
“Award” means an award granted to a Participant under the Plan of a Stock Option or a
“Board” means the Board of Directors of Nano-Proprietary, Inc.
“Code” means the Internal Revenue Code of 1986, as now in effect or as hereafter
amended. All citations to sections of the Code are to such sections as they may from time to time be amended or
“Committee” means the Compensation Committee of the Board of Directors of Nano-
Proprietary, Inc. or such other committee consisting of two or mo