Each of the eToys Direct, Inc. 2004 Stock Incentive Plan, the eToys Direct, Inc. 2005 Stock Incentive Plan and the eToys Direct, Inc. 2006 Stock Incentive
Plan was originally adopted by eToys Direct, Inc. and each Plan was assumed by BabyUniverse, Inc. under the Agreement and Plan of Merger dated as of
March 13, 2007 by and among BabyUniverse, Inc., Baby Acquisition Sub, Inc. and eToys Direct, Inc.
Form of eToys Direct, Inc.
Stock Incentive Plan
Section 1. PURPOSE.
The Plan is intended as an incentive to improve the performance, encourage the continued employment and increase the proprietary interest of certain
directors, officers and employees of the Company, participating in the Plan. The Plan is designed to grant such directors, officers and employees the opportunity to
share in the Company’s long-term success through stock ownership and to afford them the opportunity for additional compensation related to the value of Stock of
Section 2. DEFINITIONS.
” means, with respect to any entity, any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common
control with such entity.
(b) “Award” means any right granted under the Plan, including any Option, Restricted Stock, or other Stock-based award.
(c) “Board” means the Board of Directors of the Company.
” shall mean a good faith determination by the Board of: (i) gross negligence (as defined in Black’s Law Dictionary) or willful misconduct by Employee in
with Employee’s duties hereunder; (ii) failure by Employee to perform in any material respect his duties or responsibilities after notice and a fifteen (15) day
opportunity to cure; (iii) misappropriation by Employee of the assets or business opportunities of the Company or its affiliates; (iv) any fraud committed by
Employee or at his or her direction, or with his or her knowledge; (v) Employee’s indictment for, conviction of, admission to, or entry of pleas of no contes