AMENDMENT 2009-1 TO THE
WORLDGATE COMMUNICATIONS,
INC.
2003 EQUITY INCENTIVE
PLAN
WHEREAS , WorldGate Communications, Inc. (the “
Company ”) maintains the WorldGate Communications,
Inc. 2003 Equity Incentive Plan (the “ Plan ”),
for the benefit of its and its Participating Company’s (as
defined in the Plan) employees, non-employee directors, and
consultants;
WHEREAS , the Board of Directors of the Company (the
“ Board ”) desires to amend the Plan to (i)
increase the total number of shares authorized for issuance or
transfer under the Plan by 15,674,960 shares of Company common
stock (“ Common Stock ”), so that the total
number of shares authorized and reserved for issuance or transfer
under the Plan is 26,500,000 shares of Common Stock, and (ii) to
make certain other changes to the Plan (the “
Amendment ”);
WHEREAS , the Amendment is subject to the approval of
the stockholders; and
WHEREAS , pursuant to the terms of the Plan, the Board
may amend the Plan at any time.
NOW,
THEREFORE , in accordance
with the foregoing, effective as of May 26, 2009, but subject to
the approval of the Company’s stockholders, the Plan shall be
amended as follows:
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Section 4.1 of
the Plan shall be amended in its entirety as follows:
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“4.1
Maximum Number of Shares Issuable . Subject to
adjustment as provided in Section 4.2, the maximum aggregate number
of shares of Stock that may be issued under the Plan shall be
equivalent to 26,500,000 shares. Such shares shall
consist of authorized but unissued or reacquired shares (and the
Company may purchase shares reacquired for this purpose) of Stock
or any combination thereof. If an outstanding Award
for any reason expires or is terminated or canceled without having
been exercised or settled in full, or if shares of Stock acquired
pursuant to an Award subject to forfeiture or repurchase are
forfeited or repurchased by the Company at the Participant’s
purchase price, the shares of Stock allocable to the terminated
portion of such Award or such forfeited or repurchased shares of
Stock shall again be available for issuance under the Plan. Shares
of Stock shall not be deemed to have been issued pursuant to the
Plan (i) with respect to any portion of an Award that is settled in
cas
