HOMELAND SECURITY CAPITAL CORPORATION
2008 STOCK INCENTIVE PLAN
The name of the Plan is the Homeland Security Capital Corporation 2008 Stock Incentive
Plan (the “ Plan ”). The purpose of the Plan is to encourage and enable the employees, directors
and Consultants (as defined below) of Homeland Security Capital Corporation , a Delaware
corporation (the “ Company ”), and its Affiliates (as defined below), upon whose judgment,
initiative and efforts the Company largely depends for the successful conduct of its business, to
acquire a proprietary interest in the Company. It is anticipated that providing such persons with a
direct stake in the Company’s welfare will assure a closer identification of their interests with those
of the Company, thereby stimulating their efforts on the Company’s behalf and strengthening their
desire to remain with and further the interests of the Company.
The following terms shall be defined as set forth below:
“ Act ” means the Securities Act of 1933, as amended.
“ Affiliate ” means a corporation which, for purposes of Section 424 of the Code, is a parent
or subsidiary of the Company, directly or indirectly.
“ Award ” or “ Awards ” shall include Incentive Stock Options, Non-Qualified Stock
Options, Restricted Stock Awards, and Unrestricted Stock Awards, or any combination of the
“ Board ” means the Board of Directors of the Company or its successor entity.
“ Cause ” shall have the same meaning with respect to a Grantee as “Cause” may be defined
under any equity award, employment, consulting, service, non-competition or other similar
agreement between the Grantee and the Company, provided, however, in the absence of any such
agreement or “Cause” definition applicable to the Grantee, “Cause” shall mean: (i) any act or
omission by the Grantee which would reasonably be likely to have a material adverse effect on the
business of the Company or any of its Affiliates, as the case may be (but excluding any omission due