LOJACK CORPORATION RESTATED AND AMENDED STOCK INCENTIVE PLAN
1. Purposes of Plan
The Restated and Amended Stock Incentive Plan (the "Plan") is intended to promote the long-term interests of
the Company and its shareholders by providing non-employee directors, consultants, officers and other
employees of the Company with an additional incentive arising from capital stock ownership to promote the
financial success of the Company. Those provisions of the Plan which make reference to Section 422 of the
Code (as defined below) shall apply only to ISOs (as defined below).
Unless otherwise required by the context, the following terms when used in the Plan shall have the meaning set
forth in this Section 2:
(a) "Affiliate": Any "parent corporation" or "subsidiary corporation" of the Company, as such terms are defined in
Sections 424(e) and (f), respectively, of the Code.
(b) "Agreement": An option agreement evidencing an Award (other than the grant of a Non-Employee Director
Option) in such form as adopted by the Committee pursuant to the Plan.
(c) "Award": The grant of an Option under the Plan.
(d) "Board of Directors" or "Board": The Board of Directors of the Company.
(e) "Change in Control": A "Change in Control" occurs if the Company
(i) ceases operations; (ii) merges or consolidates with another entity and is not the surviving entity; (iii) sells or
otherwise transfers substantially all of its operating assets; or (iv) if more than fifty percent (50%) of the capital
stock of the Company is transferred in a single transaction or in a series of related transactions other than a public
offering of stock of the Company.
(f) "Code": The Internal Revenue Code of 1986, as amended from time to time.
(g) "Committee": The Compensation Committee of the Board of Directors or such other committee appointed by
the Board of Directors which meets the requirements set forth in Section 11(a) hereof.
(h) "Company": LoJack Corporation, a Massachusetts corporation.