CARDO MEDICAL, INC.
2010 EQUITY INCENTIVE PLAN
The following terms shall have the following meanings unless the context indicates otherwise:
1.1. " Affiliate " and " Associate " shall have the respective meanings given to such terms under Rule 12b-2
under the Exchange Act.
1.2. " Award " shall mean either a Stock Option, an SAR, a Stock Award, a Stock Unit, a Performance
Share, a Performance Unit, or a Cash Award.
1.3. " Award Agreement " shall mean a written agreement between the Company and the Participant that
establishes the terms, conditions, restrictions and/or limitations applicable to an Award in addition to those
established by the Plan and by the Committee's exercise of its administrative powers.
1.4. " Beneficial Owner " shall have the meaning given to such term under Rule 13d-3 under the Exchange
1.5. " Board " shall mean the Board of Directors of the Company.
1.6. " Cash Award " shall mean the grant by the Committee to a Participant of an award of cash as described
in Section 11 below.
1.7. " Cause " shall mean (i) willful malfeasance or willful misconduct by the Employee in connection with
his/her employment, (ii) continuing failure to perform such duties as are requested by the Company and/or its
subsidiaries, (iii) failure by the Employee to observe material policies of the Company and/or its subsidiaries
applicable to the Employee, (iv) material breach of any agreement with or duty owed to the Company and/or its
subsidiaries applicable to the Employee, or (v) the commission by the Employee of (x) any felony or (y) any
misdemeanor involving moral turpitude.
1.8. " Change in Control of the Company " or " Change in Control " shall mean the occurrence of any of
the following events:
(a) any Person, as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act, or any
successor section thereto, other than (i) the Company, (ii) any trustee or other fiduciary holding securities under an
employee benefit plan of the C