AMENDED AND RESTATED
API TECHNOLOGIES CORP.
2006 EQUITY INCENTIVE PLAN
The purpose of the API Technologies Corp. 2006 Equity Incentive Plan (the “Plan”) is to advance the interests of API
Technologies Corp., f/n/a as API Nanotronics Corp. and Rubincon Ventures Inc. (the “Company”) and its stockholders by
providing Directors, Consultants and those key employees of the Company and its Subsidiaries and Affiliates, upon whose
judgment, initiative and efforts the successful conduct of the business of the Company and its Subsidiaries and Affiliates
largely depends, with additional incentive to perform in a superior manner. A purpose of the Plan also is to attract and retain
personnel of sufficient experience and ability to the service of the Company and its Subsidiaries and Affiliates, and to reward
such individuals for achievement of corporate and individual performance goals.
(a) “Affiliate” means an affiliate as that term is defined in Rule 12b-2 of the General Rules and Regulations of the Exchange Act.
(b) “Award” means a Stock Grant or a grant of Non-statutory Stock Options or Incentive Stock Options pursuant to the
provisions of this Plan.
(c) “Board of Directors” or “Board” means the board of directors of the Company.
(d) “Code” means the Internal Revenue Code of 1986, as amended.
(e) “Change in Control” of the Company shall have occurred when (i) any “person”, as the term is used in Section 3 of the
Exchange Act (other than a Company employee benefit plan) is or becomes the “beneficial owner” as defined in Rule 16a-1
under the Exchange Act, directly or indirectly, of securities of the Company representing 50% or more of the Company’s
outstanding securities ordinarily having the right to vote in the election of directors; (ii) individuals who constitute the Board
(the “Incumbent Board”) immediately following the closing of the Company’s transaction with API Electronics Group Corp.
(“API”), cease for any reason to constitute at least a maj