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VitaCube Systems Holdings, Inc.
2003 STOCK INCENTIVE PLAN
Adopted: Effective as of July 1, 2003
Approved and Ratified by Shareholders: Effective July 1, 2003
The purpose of the VitaCube Systems Holdings, Inc. 2003 Stock Incentive Plan (the "Plan") is to attract persons of training,
experience, and ability to continue as employees, directors, and consultants of VitaCube Systems Holdings, Inc. (the
"Company") and its Subsidiaries and to furnish additional incentive to such persons to become shareholders of the Company.
STRUCTURE OF THE PLAN
The Plan is designed to permit the Committee in its discretion to grant Incentive Stock Options, Nonqualified Stock
Options, and Restricted Stock, as such terms are defined in the Plan.
As used in this Plan:
"Award" means the grant made under this Plan of Stock Options or Restricted Stock.
"Board" means the Company's board of directors.
"Change in Control" means a change in ownership or control of the Company effected through any of the following
(i) The acquisition, directly or indirectly by any person or group (within the meaning of Sections 13(d) and
14(d)(2) of the Exchange Act) other than a trustee or other fiduciary holding securities under an employee benefit
plan of the Company, of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of
securities possessing more than 50% of the total combined voting power in the election of directors of the
Company's then-outstanding securities.
(ii) A merger or consolidation to which the Company is a party and in which (A) the Company is not the
surviving entity, or (B) securities possessing more than 50% of the total combined voting power of the
Company's then-outstanding securities are transferred to a person or persons different from the persons