Exhibit 10.1
Seventh Amendment to
the
INX Inc. INCENTIVE
PLAN
(As Amended and Restated
Effective July 28, 2003)
WHEREAS, the INX Inc. Incentive Plan as amended and
restated effective July 28, 2003, (the “Plan”) was
adopted by the Board of Directors of INX Inc. and approved by
stockholders on July 28, 2003; and
WHEREAS, under Section 7.7 of the Plan the Board has
the authority to amend the Plan subject to certain stockholder
approval requirements; and
WHEREAS, the Board has authorized this seventh amendment
of the Plan subject to stockholder approval as provided
herein.
NOW
THEREFORE, the Plan is
hereby amended as follows:
Section 1.4 shall be amended in its
entirety to read as follows:
1.4 Shares of Common Stock Available for
Incentive Awards
Subject to
adjustment under Section 6.5, there shall be available for
Incentive Awards that are granted wholly or partly in Common Stock
(including rights or Options that may be exercised for or settled
in Common Stock) 3,423,103 Shares of Common Stock. The total
number of Shares reserved for issuance under the Plan (pursuant to
the previous sentence) shall be available for any one of the
following types of grants: Incentive Stock Options, Nonstatutory
Stock Options, SAR, Restricted Stock, a payment of a Performance
Share in Shares, a payout of a Performance Unit in Shares, a payout
of an Other Stock-Based Award in Shares described in Section 5
which includes, without limitation, Deferred Stock, purchase
rights, shares of Common Stock awarded which are not subject to any
restrictions or conditions, convertible or exchangeable debentures,
other rights convertible into Shares, Incentive Awards valued by
reference to the value of securities of or the performance of a
specified Subsidiary, division or department, and settlement in
cancellation of rights of any person with a vested interest in any
other plan, fund, program or arrangement that is or was sponsored,
maintained or participated in by the Company or any Parent or
Subsidiary. The number of Shares of
