Page 28 - Proxy-2017
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                                                    RF INDUSTRIES, LTD.
                                                2010 STOCK INCENTIVE PLAN
                                               (As amended through July 17, 2017)

            1.     PURPOSE.
                   (a)    The purpose of the Plan is to provide to eligible recipients an opportunity to benefit from increases in value
            of the Common Stock through Stock Awards.

                   (b)    The Company, by means of the Plan, seeks to attract and retain the services of persons eligible to receive
            Stock Awards, to bind the interests of eligible recipients more closely to the Company’s own interests by offering them oppor-
            tunities to acquire Common Stock and/or cash and to afford eligible recipients stock-based compensation opportunities that
            are competitive with those afforded by similar businesses.

                   (c)    The persons eligible to receive Stock Awards are the Directors, Employees and Consultants of the Company
            and of its Affiliates.

            2.     DEFINITIONS.
                   (a)    “Affiliate” means any “parent corporation” or “subsidiary corporation” of the Company, whether now or
            hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.
                   (b)    “Board” means the Board of Directors of the Company.

                   (c)    “Code” means the Internal Revenue Code of 1986, as amended.

                   (d)    “Committee” means a committee of one or more members of the Board appointed by the Board in accor-
            dance with subsection 3(c).
                   (e)    “Common Stock” means the Common Stock, $0.01 par value per share, of the Company.

                   (f)    “Company” means RF Industries, Ltd., a Nevada corporation.

                   (g)    “Consultant” means any individual engaged by the Company or by an Affiliate to render consulting or
            advisory services, and who is compensated for such services, or who is a member of the Board of Directors of an Affiliate.  For
            clarity, the term “Consultant” shall not include a Director who is not compensated by the Company other than by way of fees
            and other compensation for his or her service as a Director.

                   (h)    “Corporate Transaction” means (i) a sale, lease or other disposition of all or substantially all of the capital
            stock or assets of the Company, (ii) a merger or consolidation of the Company in which the Company is not the surviving
            entity, or (iii) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock
            outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form
            of securities, cash or otherwise.

                   (i)    “Covered Employee” means the chief executive officer and the four other highest compensated officers of the
            Company for whom total compensation is required to be reported to stockholders under the Exchange Act, as determined for
            purposes of Section 162(m) of the Code.

                   (j)    “Director” means a member of the Board of Directors of the Company.

                   (k)    “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3)
            of the Code.

                   (l)    “Employee” means any “employee” of the Company or of an Affiliate within the meaning of the Code.

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