Egami Media, Inc.
2005 Incentive Compensation Plan
1. Purpose . The purpose of this 2005 Incentive Compensation Plan (the “Plan”) is to assist
Egami Media, Inc., a Delaware corporation (the “Company”) and its Related Entities in attracting, motivating,
retaining and rewarding high-quality executives and other Employees, officers, Directors and Consultants by
enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the
mutuality of interests between such persons and the Company’s shareholders, and providing such persons with
annual and long term performance incentives to expend their maximum efforts in the creation of shareholder
value. The Plan is intended to qualify certain compensation awarded under the Plan for tax deductibility under
Section 162(m) of the Code (as hereafter defined) to the extent deemed appropriate by the Committee (or any
successor committee) of the Board.
2. Definitions . For purposes of the Plan, the following terms shall be defined as set forth below,
in addition to such terms defined in Section 1 hereof.
(a) “Annual Incentive Award” means a conditional right granted to a Participant under
Section 8(c) hereof to receive a cash payment, Stock or other Award, as determined by the Committee, after the
end of a specified fiscal year.
(b) “Award” means any Option, Stock Appreciation Right (including Limited Stock
Appreciation Right), Restricted Stock, Stock Units, Stock granted as a bonus or in lieu of another award,
Dividend Equivalent, Other Stock-Based Award, Performance Award or Annual Incentive Award, together with
any other right or interest, granted to a Participant under the Plan.
(c) “Beneficiary” means the person, persons, trust or trusts which have been designated by
a Participant in his or her most recent written beneficiary designation filed with the Committee to receive the
benefits specified under the P