SENIOR EXECUTIVE INCENTIVE COMPENSATION PLAN
2002 PLAN RULES FOR EXECUTIVES
These 2002 Plan Rules (the "Plan Rules") were adopted pursuant to the Innotrac Corporation Senior Executive
Incentive Compensation Plan (the "Plan") by action of the Committee (as defined in the Plan) of Innotrac
Corporation (the "Company") administering the Plan on March 1, 2002. The Committee has determined that
compliance with the performance-based exception under Code Section 162(m) is not necessary for 2002.
Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.
Unless and until new Plan Rules are adopted by the Committee, these Plan Rules shall be deemed the Plan Rules
for subsequent Plan Years.
These Plan Rules apply only to the following individuals eligible to participate in the Plan for 2002 (or, as
applicable, a subsequent Plan Year):
Scott D. Dorfman
David L. Ellin
David L. Gamsey
Larry C. Hanger
Once designated as a Participant, the Committee can remove an employee as a Participant with or without cause
at any time and the Participant shall not be entitled to any Award under the Plan for the year in which he or she is
removed regardless of when during such year he or she is removed.
2. Definitions. For purposes of the Plan and these Plan Rules:
(a) "Earnings Before Interest, Taxes, Depreciation and Amortization" or "EBITDA" shall mean the earnings of the
Company (on a consolidated basis) for fiscal 2002 before the associated expenses of interest, taxes, depreciation
(b) "Revenue" shall mean the gross revenues of the Company for fiscal 2002.
3. Calculation and Limitation of Awards
Each Participant is hereby awarded an. Incentive Award under which he will be eligible to receive 100% of the
Target Award (which, as defined in the Plan, shall be a percentage of Base
Annual Salary) indicated on the chart bel