XETA TECHNOLOGIES, INC.
2004 OMNIBUS STOCK INCENTIVE PLAN
1. Establishment and Purpose.
There is hereby adopted the XETA Technologies, Inc. 2004 Omnibus Stock Incentive Plan (the “Plan”). The Plan shall be
in addition to the XETA Technologies 2000 Stock Option Plan. The Plan is intended to promote the interests of the Company
and the stockholders of the Company by providing officers, other employees of the Company, directors who are not employees
of the Company, and other persons who are expected to make a long-term contribution to the success of the Company with
appropriate incentives and rewards to encourage them to enter into and continue in the employ of the Company and/or to
acquire a proprietary interest in the long-term success of the Company, thereby aligning their interest more closely to the
interest of stockholders.
As used in the Plan, the following definitions apply to the terms indicated below:
(a) “Award Agreement” shall mean the written agreement between the Company and a Participant evidencing an
(b) “Board of Directors” shall mean the Board of Directors of the Company.
(c) “Cause,” when used in connection with the termination of a Participant’s employment by the Company, shall mean
(i) the Participant’s willful and continued failure to substantially perform his duties (other than any such failure resulting
from the Participant’s incapacity due to physical or mental impairment); (ii) the willful conduct of the Participant which is
demonstrably and materially injurious to the Company or a Subsidiary, monetarily or otherwise, or (iii) the conviction of
the Participant for a felony by a court of competent jurisdiction. The Committee shall determine whether a termination of
employment is for Cause.
(d) “Change in Control” shall mean any of the following occurrences:
any “person,” as such ter