eROOMSYSTEM TECHNOLOGIES, INC.
2000 STOCK OPTION AND INCENTIVE PLAN
AS ADOPTED BY THE BOARD OF DIRECTORS ON FEBRUARY 3, 2000
AS APPROVED BY THE STOCKHOLDERS ON MARCH 28, 2000
AS AMENDED AND RESTATED ON JUNE 6, 2000
The purpose of this eRoomSystem Technologies, Inc. 2000 Stock Option and Incentive Plan (this "Plan") is to
further the interests of the Company, by providing selected employees, directors, independent contractors and
advisors, upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct
of its business, the opportunity to participate in a stock option and incentive plan designed to reward them for
their services and to encourage them to continue in the employee or service of the Company. This Plan provides
for both the direct award or sale of Shares and for the grant of Options to purchase Shares. Options granted
under this Plan may include Nonstatutory Options as well as Incentive Options intended to qualify under
Section 422 of the Code.
For all purposes of this Plan, the following definitions shall apply:
(a) "BOARD" shall mean the Board of Directors of the Company, as constituted from time to time.
(b) "CHANGE IN CONTROL" shall mean the occurrence of either of the following events: (i) any "person" (as
that term is used in Section 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or
more of the combined voting power of the Company's then outstanding securities ordinarily having the right to
vote at the election of directors; or (ii) individuals who constitute the Board on the date hereof (the "Incumbent
Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by at least a majority of the then remaining
directors comprising the