INCHORD COMMUNICATIONS, INC.
AMENDED AND RESTATED ACQUISITION-RELATED
the purpose of determining whether the Incentive Pool is funded will be made by the Plan Representative
in his sole discretion in a manner consistent with and governed by the computation of such amounts under
the operative agreements entered into by the Company in connection with any Sale Transaction and will
be conclusive for purposes of the calculations made pursuant to this Plan.
1. Purpose . The purpose of the inChord Communications, Inc. (the " Company ") Amended and Restated
Acquisition-Related Incentive Plan (this " Plan ") is to promote the profitable growth of the Company by:
(a) aligning the interests of the Company's shareholders and senior management team; and
(b) providing a special cash bonus opportunity measured by the future growth in the earnings before
interest and taxes (" EBIT ") of the Company.
2. Effectiveness . This Plan was approved by the Company's Board of Directors (the " Board ") and will
become operative immediately upon, and the Plan's effectiveness will be contingent upon, the closing (the
" Effective Date ") of a sale of all or substantially all of the capital stock or the assets and business of the
Company to a third party strategic acquirer (the “ Purchaser ”) for consideration paid at closing of not
less than $ [ ***] on or prior to September 1, 2006 (a " Sale Transaction ").
3. Administration . The responsibility to execute the provisions of this Plan is irrevocably delegated to the
President of the Company (the " Plan Representative "), who is not a beneficiary hereunder. Absent
manifest error, all determinations and decisions made by the Plan Representative will be final, conclusive
and binding on all persons, including without limitation the Company, the Participants and their respective
4. Participants . Individual management employees of the Company identified by the Plan Representative
(each, a " Partici