2014 STOCK INCENTIVE PLAN
1. Establishment, Purpose and Types of Awards
Latchable, Inc., a Delaware corporation (the Company), hereby establishes the Latchable, Inc. 2014 Stock Incentive Plan (the Plan). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve shareholder value and to contribute to the growth and financial success of the Company through their future services, and (ii) enabling the Company to attract, retain and reward the best-available persons.
The Plan permits the granting of stock options (including incentive stock options qualifying under Code section 422 and nonstatutory stock options), stock appreciation rights, restricted or unrestricted stock awards, phantom stock, performance awards, other stock-based awards or any combination of the foregoing.
Under this Plan, except where the context otherwise indicates, the following definitions apply:
(a) Administrator means the Board or the committee(s) or officer(s) appointed by the Board that have authority to administer the Plan as provided in Section 3 hereof.
(b) Affiliate means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, the Company (including, but not limited to, joint ventures, limited liability companies and partnerships). For this purpose, control shall mean ownership of fifty percent (50%) or more of the total combined voting power or value of all classes of stock or interests of the entity, or the power to direct the management and policies of the entity, by contract or otherwise.
(c) Award means any stock option, stock appreciation right, stock award, phantom stock award, performance award or other stock-based award.
(d) Board means the Board of Directors of the Company.
(e) Change in Control means: (a) the sale of all or substantially all of the assets of the Company, (b) the sale of more than fifty percent (50%) of the outstanding shares of any class of stock of the Company in a non-public sale, (c) the dissolution or liquidation of the Company, or (d) any merger or consolidation of the Company if, immediately after any such transaction, either (i) persons who were directors of the Company immediately prior to such transaction do not constitute at least a majority of the directors (or similar officials) of the surviving or purchasing entity, or (ii) Persons who hold a majority of the voting securities of the surviving or purchasing entity are not Persons who held a majority of the stock of the Company immediately prior to such transaction; provided, however, that for purposes of any Award or subplan that constitutes a nonqualified deferred compensation plan, within the