THE SINGING MACHINE COMPANY, INC.
AMENDED AND RESTATED
1994 MANAGEMENT STOCK OPTION PLAN
Section 1. Purpose.
This Amended and Restated 1994 Stock Option Plan is intended to provide incentives: (a) to the officers and
other employees of the Singing Machine Company, Inc. or any of its present or future subsidiaries by providing
such employees with opportunities to purchase stock in The Singing Machine Company, Inc., pursuant to options
granted hereunder that qualify as "Incentive Stock Options" under Section 422(b) of the Internal Revenue Code
of 1986, as amended; and (b), to directors, officers, employees, advisors and consultants of The Singing
Machine Company, Inc. or any of its present or future subsidiaries by providing such persons with opportunities
to purchase stock in The Singing Machine Company, Inc., pursuant to options granted hereunder which do not
qualify as "incentive stock options."
Section 2. Definitions.
(a) "Agreement" shall have the meaning ascribed to the term as set forth in Section 6 hereof.
(b) "Board of Directors" means the Board of Directors of the Company or any Subsidiary.
(c) "Common Stock" means the common stock, $.01 par value per share, of the Company.
(d) "Company" means, The Singing Machine Company, Inc.. a Delaware corporation.
(e) "Employee" means every individual performing services for the Company or any Subsidiary if the relationship
between him and the person for whom he performs such services is the legal relationship of employer and
employee as determined in accordance with Section 3401(c) of Internal Revenue Code and Treasury Regulations
promulgated thereunder. A member of the Board of Directors in his sole capacity as such is not an Employee.
(f) "Incentive Stock option" means a right grand pursuant to this Plan to purchase Common Stock that satisfies
the requirements of Section 422 of the Internal Revenue Code.
(g) "Internal Revenue Code" means the Internal Revenue Code of 1986, as amended.
(h) "Non-Employee Director" means every memb