CITADEL SECURITY SOFTWARE INC.
2002 STOCK INCENTIVE PLAN
SECTION 1. General Purpose of Plan; Definitions.
The name of this plan is the Citadel Security Software Inc. 2002 Stock Incentive Plan (the "Plan"). The purpose
of the Plan is to enable Citadel Security Software Inc. (the "Company") and its Subsidiaries to attract and retain
selected directors, officers, employees and consultants who contribute to the Company's success by their ability,
ingenuity and industry, and to enable these directors, officers, employees and consultants to participate in the
long-term success and growth of the Company through an equity interest in the Company.
For purposes of the Plan, the following terms shall be defined as set forth below:
"16b-3 Non-Employee Director" means a "non-employee director" as defined in Rule 16b-3 of the Exchange
"Affiliate" means (i) any corporation (other than a Subsidiary), partnership, joint venture or any other entity in
which the Company owns, directly or indirectly, at least a 10 percent beneficial ownership interest.
"Annual Bonus" or "Bonus" means the annual cash bonus, if any, payable by the Company to an Eligible
Executive for services to the Company or any of its affiliates, as such amount may be determined from year to
"Annual Compensation" means the annual cash retainer and meeting fees, if any, payable by the Company to a
Non-Employee Director for services as a director (and, if applicable, as the member or chairman of a committee
of the Board) of the Company, as such amount may be changed from time to time. The Company has not
historically paid such compensation to Non-Employee Directors and may or may not pay such compensation in
"Beneficiary" means any person or persons designated by a Participant, in accordance with procedures
established by the Committee or Plan Administrator, to receive benefits hereunder in the event of the Participant's
death. If any Participant shall fail to designate a Beneficiary or shall desig