OFFICER RETENTION PLAN
Purpose . The Board of Directors of Innotrac Corporation (the “Company”) has determined
that it is in the best interests of the Company and its shareholders to assure that the Company will have the
continued dedication of its executives, notwithstanding the possibility or occurrence of a significant restructuring
or change in control of the Company or of a parent company of the Company. The Board of Directors (the
“Board”) believes it is imperative to diminish the inevitable distraction of such executives by virtue of the personal
uncertainties and risks created by such possibilities and to encourage the executives’ full attention and dedication
to the Company and its affiliates. Therefore, in order to accomplish these objectives, the Board has approved
and adopted this Innotrac Corporation Officer Retention Plan (the “Plan”) to induce certain executives of the
Company and its affiliates to remain in their current employment and to devote their time and energies to the
successful performance of their employment duties by providing such persons a measure of security.
Effective Date . The Plan was approved by the Board of Directors of the Company on March
28, 2005 and shall be effective on that date (“Effective Date”).
Executives Eligible to Participate Plan . Initial Participants in the Plan have been selected by the
Board or the Committee and are reflected on Exhibit A hereto. Exhibit A shall be adjusted from time to time as
necessary to reflect the addition or subtraction of Participants or the reallocation of Participation Interests as
determined by the Committee.
Definitions . The following capitalized terms used in the Plan shall have the meanings assigned to
" Board " means the Board of Directors of the Company.
" Cause " for termination of e