INFOTECH USA, INC., (formerly SYSCOMM INTERNATIONAL
2001 FLEXIBLE STOCK PLAN
NAME AND PURPOSE
The name of this Plan is the “SysComm International Corporation 2001 Flexible Stock Plan.”
The Company has established this Plan to attract, retain, motivate and reward Employees and
other individuals, to encourage ownership of the Company’s Common Stock by Employees and other
individuals, and to promote and further the best interests of the Company by granting cash and other awards. This
Plan is intended to be “Broadly Based” (as such term is used for purposes of rules promulgated by The National
Association of Securities Dealers).
DEFINITIONS OF TERMS AND RULES OF CONSTRUCTION
General Definitions .
The following words and phrases, when used in the Plan, unless otherwise specifically defined or
unless the context clearly otherwise requires, shall have the following respective meanings:
A Parent or Subsidiary of the Company.
The document which evidences the grant of any Benefit under the Plan and which sets
forth the Benefit and the terms, conditions and provisions of, and restrictions relating to, such Benefit.
Any benefit granted to a Participant under the Plan.
The Board of Directors of the Company.
Cash Award .
A Benefit payable in the form of cash.
Change of Control .
The occurrence of any of the following:
An acquisition of any Common Stock or other voting securities of the
Company entitled to vote generally for the election of directors (the “Voting Securities”)
by any “Person” or “Group” (as each such term is used for purposes of Section 13(d) or 14(d) of the
Exchange Act), immediately after which such Person or Group, as the case may be, has “Benefi