REMOTE DYNAMICS, INC.
RESTATED 2004 MANAGEMENT INCENTIVE PLAN
1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.
1.1 ESTABLISHMENT. The Remote Dynamics, Inc. 2004 Management Incentive Plan (the "Prior Plan") was
originally established effective July 8, 2004.
1.2 RESTATEMENT OF PLAN. The Prior Plan is hereby amended and restated, effective August 1, 2004, as
the Remote Dynamics, Inc. Restated 2004 Management Incentive Plan (the "Plan"), in accordance with terms in
the Third Amended Joint Plan of Reorganization, which was approved by the United States Bankruptcy Court
for the Northern District of Texas Dallas Division on June 29, 2004.
1.3 PURPOSE. The purpose of the Plan is to advance the interests of Remote Dynamics, Inc. (the "Company")
and its stockholders by providing an incentive to certain management employees in connection with the
Company's reorganization and by motivating such persons to contribute to the growth and profitability of the
1.4 TERM OF PLAN. The Plan shall continue in effect until the earlier of its termination by the Board or the date
on which the restrictions on the shares of Stock issued hereunder have lapsed.
2.1 "BOARD OF DIRECTORS" means the board of directors of the Company.
2.2 "CAUSE" means any of the following events, which will constitute cause for termination:
(a) Any act of fraud, misappropriation or embezzlement by the Key Executive with respect to any aspect of
(b) The breach by the Key Executive of any provision of Sections 1, 2 or 4 of such Key Executive's Employment
Agreement with the Company (including, but not limited to, a refusal to follow lawful directives of the Board of
Directors of Company or their designees which are not inconsistent with the duties of the Key Executive's
position and the provisions of this Agreement);
(c) The conviction of the Key Executive by a court of competent jurisdiction of a felony or of a crime involving
(d) The intentional and mater