COMMAND CENTER, INC. 2008 STOCK INCENTIVE PLAN

ARTICLE 1

PURPOSE

1.1   GENERAL . The purpose of the Command Center, Inc. 2008 Stock Incentive Plan (the “ Plan ”) is to promote the success and enhance the value of Command Center, Inc., a Washington corporation (the “ Company ”) by linking the personal interests of the members of the Board, employees, officers, executives, advisors, consultants, independent contractors (and employees and agents thereof), and other persons who provide Services to the Company or a Subsidiary, to those of Company shareholders and by providing such persons with an incentive for outstanding performance to generate superior returns to Company shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of such persons upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent. 

2.1   EFFECTIVE DATE . The Plan is effective as of the date the Plan is approved by the Company’s shareholders (the “ Effective Date ”). The Plan will be deemed to be approved by the shareholders if it receives the affirmative vote of the holders of a majority of the shares of stock of the Company present or represented and entitled to vote at a meeting duly held in accordance with the applicable provisions of the Company’s Bylaws. 

2.2   EXPIRATION DATE . The Plan will expire on, and no Award may be granted pursuant to the Plan after, the seventh anniversary of the Effective Date. Any Awards that are outstanding on the seventh anniversary of the Effective Date will remain in force according to the terms of the Plan and the Award Agreement. 

3.1   DEFINITIONS . The following words and phrases will have the following meanings:

(a)   “ AWARD ” means any Option, Restricted Stock Award, or Performance Share Award granted to a Participant pursuant to the Plan.

(b)   “ AWARD AGREEMENT ” means any written agreement, contract, or other instrument or document evidencing an Award.

(c)   “ BOARD ” means the Board of Directors of the Company.

(d)   “ CAUSE ” means (except as otherwise provided in an Award Agreement) that the Committee, in its reasonable and good faith discretion, has determined that the Participant has: (i) willfully engaged in conduct involving dishonesty, fraud, theft, or embezzlement; (ii) within a reasonable period of time after written notice and demand for substantial performance is delivered to the Participant by the Company, has repeatedly failed or refused to follow reasonable policies or directives established by the Company; (iii) within a reasonable period of time after written notice and demand for substantial performance is delivered to the Participant by the Company, has willfully and persistently failed to attend to his, her, or its material duties or obligations with the Company (other than any such failure as a result of the Participant’s Disability); (iv) has willfully performed an act, or willfully failed to act, where such act or failure to act is demonstrably and materially injurious to the Company, monetarily or otherwise; (v) has engaged in misconduct involving serious moral turpitude to the extent that, in the reasonable judgment of the Board, the Participant’s credibility and reputation no longer conform to the standard of the Company’s employees, directors, advisors, independent contractors, and other persons providing Services to the Company or a Subsidiary; or (vi) has misrepresented or concealed a material fact for purposes of securing employment with the Company; provided , however , that to the extent any Participant has an employment, consulting, or other agreement with the Company which provides a broader definition of “cause” than this definition, then the definition of “cause” set forth in the employment, consulting, or other agreement will apply with respect to that particular Participant. No act or failure to act on the part of a Participant will be deemed “ willful ” unless the Committee reasonably determines that the act was done or omitted to be done by the Participant not in good faith and without a reasonable belief that the Participant’s action or omission was in the best interest of the Company.

(e)   “ CHANGE OF CONTROL ” means and includes each of the following:

(1)   Any transaction or series of transactions, whereby any person (as that term is used in Section 13 and 14(d)(2) of the Exchange Act), is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act) directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total value or combined voting power of the Company’s then outstanding securities; provided , that for purposes of this paragraph, the term “person” will exclude (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a Subsidiary, (B) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership in the Company, and (C) any venture capital firm or other investor in securities of the Company that first purchases any such securities within the thirty (30) day period following the Effective Date;

(2)   Any merger, consolidation, other corporate reorganization or liquidation of the Company in which the Company is not the continuing or surviving corporation or entity or pursuant to which shares of Stock would be converted into cash, securities, or other property, other than (A) a merger or consolidation with a wholly owned Subsidiary, (B) a reincorporation of the Company in a different jurisdiction, or (C) any other transaction in which there is no substantial change in the shareholders of the Company;

(3)   Any merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than fifty percent (50%) of the combined voting power of the continuing or surviving entity’s securities outstanding immediately after such merger, consolidation, or other reorganization is owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation, or other reorganization; 

(4)   The sale, transfer, or other disposition of all or substantially all of the assets of the Company in one transaction or a series of transactions; 

(5)   Any one person, or more than one person acting as a group, acquires or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act) directly or indirectly, during any twelve (12) month period beginning on the first anniversary of the Effective Date, of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding securities; or forty percent (40%) or more of the total gross market value of the assets of the Company; provided , that for purposes of this paragraph, the term “person” will exclude (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a Subsidiary, (B) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership in the Company, and (C) any venture capital firm or other investor in securities of the Company that first purchases any such securities within the thirty (30) day period following the Effective Date; or

(6)   A change or series of related or unrelated changes in the composition of the Board, during any twelve (12) month period beginning on the first anniversary of the Effective Date, as a result of which fewer than a majority of the incumbent directors are directors who either (A) had been directors of the Company on the later of such first anniversary of the Effective Date or the date twenty-four (24) months prior to the date of the event that may constitute a Change of Control (the “ Original Directors ”), or (B) were elected, or nominated for election, to the Board with the affirmative votes of a least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved.

Notwithstanding the foregoing, the following transactions will not constitute a “ Change of Control ”: (1) the closing of the Corporation’s first public offering pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the “ Securities Act ”); or (2) any transaction the sole purpose of which is to change the state of incorporation of the Company or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. 

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

(g)   “ COMMITTEE ” means the committee of the Board described in Article 4 of this Plan.

(h)   “ DISABILITY ” means:

(1)   the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for at least 12 months;

(2)   the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for at least 12 months, receiving income replacement benefits for a period of at least three months under an employer sponsored disability plan; or 

(3)   the Participant may also be deemed disabled if determined to be totally disabled by the Social Security Administration. 

The Board may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Participant’s condition.

(i)   “ EXCHANGE ACT ” means the Securities Exchange Act of 1934, as amended.

(j)   “ FAIR MARKET VALUE ” of one share of Stock on any relevant date will be determined in accordance with the following provisions:

(1)   If the Stock at the time is not listed or admitted to trading on any stock exchange or traded in the over-the-counter market, then the Fair Market Value will be determined by the reasonable application of a reasonable valuation method that is consistently applied in accordance with Section 409A of the Code and applicable regulations issued thereunder.

(2)   If the Stock is at the time listed or admitted to trading on any stock exchange or the Nasdaq Stock Market, then the Fair Market Value will be the closing selling price per share of Stock on the date in question as reported on the stock exchange or trading market determined by the Committee to be the primary market for the Stock, or as otherwise required by Section 409A of the Code and applicable regulations issued thereunder. If there is no reported sale of Stock on such exchange or trading market on the date in question, then the Fair Market Value will be the closing selling price on the exchange or trading market on the last preceding date for which such quotation exists or as otherwise required by Section 409A of the Code and applicable regulations issued thereunder.

(3)   If the Stock is not at the time listed or admitted to trading on any stock exchange or the Nasdaq Stock Market, but is traded in over-the-counter market, the Fair Market Value will be the closing selling price (or, if such information is not available, the average of the highest bid and lowest asked prices) per share of Stock on the date in question in the over-the-counter market, or as otherwise required by Section 409A of the Code and applicable regulations issued thereunder. If there is no reported closing selling price (or bid and asked prices) for the Stock on the date in question, the Fair Market Value will be the closing selling price (or the average of the highest bid price and lowest asked price) on the last preceding date for which such quotations exist, or as otherwise required by Section 409A of the Code and applicable regulations issued thereunder.

(4)   Fair Market Value will be determined based upon the class or series of Stock with the highest value on any relevant date.

(k)   “ INCENTIVE STOCK OPTION ” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

(l)   “ NON-QUALIFIED STOCK OPTION ” means an Option that is not intended to be an Incentive Stock Option.

(m)   “ OPTION ” means a right granted to a Participant pursuant to Article 7 of the Plan to purchase Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Non-Qualified Stock Option.

(n)   “ PARTICIPANT ” means a person who, as a member of the Board, employee, officer, advisor, consultant, executive, independent contractor (or any employee or agent thereof), or other persons who provide Services to the Company or any Subsidiary, has been granted an Award pursuant to the Plan.

(o)   “ PERFORMANCE SHARE ” means a right granted to a Participant pursuant to Article 8 , to receive cash, Stock, or other Awards, the payment of which is contingent upon achieving certain performance goals established by the Committee.

(p)   “ PERSON ” means any individual or legal entity.

(q)   “ PLAN ” means this Command Center, Inc. 2008 Stock Incentive Plan, as it may be amended from time to time.

(r)   “ RESTRICTED STOCK AWARD ” means Stock granted to a Participant pursuant to Article 9 that is subject to certain restrictions and to risk of forfeiture. 

(s)   Unless it is evidenced otherwise set forth in an Award Agreement, a Participant is deemed to be providing “ SERVICE(S) ” to the Company so long as such Participant renders continuous services on a periodic basis to the Company or to any parent or Subsidiary of the Company in the capacity of an employee, director, officer, executive, advisor, consultant, independent contractor (or any employee or agent thereof), or such other capacity as approved by the Committee.  In the sole and absolute discretion of the Plan Administrator, an award holder will be considered to be rendering continuous Service to the Company even if the type of services change, e.g., from employee to independent contractor.  A Participant will be considered to be an employee for so long as such Participant remains in the employ of the Company or any parent or Subsidiary of the Company.

(t)   “ STOCK ” means shares of the common stock of the Company, which will be either (a) traded on any stock exchange, or (b) the class of the Company’s common stock with the greatest aggregate stock issued and outstanding as of the date of the grant or common stock with substantially similar rights to the stock of such class.  If the Company’s common stock is not traded on a stock exchange and the Company has more than one class of common stock, Stock will be the common stock referenced in clause (b) above. Subject to the foregoing limitations, Stock will also include such other securities of the Company that may be substituted for Stock pursuant to Article 11 of the Plan.

(u)   “ SUBSIDIARY ” means any corporation or other entity of which a majority of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.

4.1   COMMITTEE . The Plan will be administered by the Board or a committee of the Board. Reference in this Plan to the Committee will refer to the Board if the Board does not appoint a Committee to administer the Plan.

4.2   ACTION BY THE COMMITTEE . A majority of the Committee will constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by a majority of the Committee in lieu of a meeting of the Committee, will be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Subsidiary, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

4.3   AUTHORITY OF COMMITTEE . Subject to any specific designation in the Plan, the Committee has the exclusive power, authority, and discretion to:

(a)   Designate Participants to receive Awards;

(b)   Determine the type or types of Awards to be granted to each Participant;

(c)   Determine the number of Awards to be granted and the number of shares of Stock to which an Award will relate;

(d)   Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any reload provision, any restrictions or limitations on the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Committee, in its sole and absolute discretion, determines;

(e)   Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f)   Prescribe the form of each Award Agreement, which need not be identical for each Participant;

(g)   Decide all other matters that must be determined in connection with an Award;

(h)   Establish, adopt, or revise any rules and regulations as the Committee may deem necessary or advisable to administer the Plan; 

(i)   Interpret the terms of, and any matter arising pursuant to, the Plan or any Award Agreement; and

(j)   Make all other decisions and determinations that may be required pursuant to the Plan or as the Committee deems necessary or advisable to administer the Plan.

4.4   DECISIONS BINDING . The Committee’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement, and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties, including all Participants.

5.1   NUMBER OF SHARES . Subject to adjustment provided in Article 11, the aggregate number of shares of Stock reserved and available for the exercise of options pursuant to the Plan will be 6,400,000 shares of the Company’s common stock.

5.2   LAPSED OR ASSUMED AWARDS . To the extent that an Award terminates, expires, or lapses for any reason, any shares of Stock subject to the Award will again be available for the grant of an Award pursuant to the Plan. Additionally, any shares of stock tendered or withheld to satisfy the exercise price or tax withholding obligation pursuant to any Award will again be available for the grant of an Award pursuant to the Plan. To the extent