IVIVI TECHNOLOGIES, INC.
2004 AMENDED AND RESTATED STOCK OPTION PLAN
(As Amended and Restated Effective August 28, 2006)
1.1 TITLE. This plan is entitled the "Ivivi Technologies, Inc. 2004 Amended and Restated Stock Option
Plan" (the "Plan").
1.2 PURPOSE. The purpose of the Plan is to enhance the long-term stockholder value of Ivivi Technologies,
Inc., a New Jersey corporation (the "Company") by offering opportunities to directors, officers, employees and
eligible consultants of the Company and any Related Company, as defined below, to acquire and maintain stock
ownership in the Company in order to give these persons the opportunity to participate in the Company's growth
and success, and to encourage them to remain in the service of the Company or a Related Company.
The following terms will have the following meanings in the Plan:
"Board" means the Board of Directors of the Company.
"Cause," unless otherwise defined in the instrument evidencing the award or in an employment or services
agreement between the Company or a Related Company and a Participant, means a material breach of the
employment or services agreement, dishonesty, fraud, misconduct, unauthorized use or disclosure of confidential
information or trade secrets, or conviction or confession of a crime punishable by law (except minor violations), in
each case as determined by the Plan Administrator, and its determination shall be conclusive and binding.
"Code" means the Internal Revenue Code of 1986, as amended from time to time.
"Common Stock" means the common stock, no par value, of the Company.
"Consultant Participant" means a Participant who is defined as a Consultant Participant in Article 5.
"Corporate Transaction," unless otherwise defined in the instrument evidencing the Option or in a written
employment or services agreement between the Company or a Related Company and a Participant, means
consummation of either:
(a) a merger or consolidation of