Innerworkings, LLC 2004 Unit Option Plan

Exhibit 10.1


INNERWORKINGS, LLC

2004 UNIT OPTION PLAN

1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN .


1.1 Establishment. Innerworkings, LLC 2004 Unit Option Plan (the " Plan" ) is hereby established effective as of January 1, 2004.

1.2 Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its members by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group.

1.3 Term of Plan. The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the Units available for issuance under the Plan have been issued and all restrictions on such Units under the terms of the Plan and the agreements evidencing Options granted under the Plan have lapsed.

2. DEFINITIONS AND CONSTRUCTION .

2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:


(a) " Board" means the Board of Directors or Managers of the Company. If one or more Committees have been appointed by the Board to administer the Plan, " Board" also means such Committee(s).


(b) " Code" means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

(c) " Committee" means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by the Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law.

(d) " Company" means Innerworkings, LLC, a Delaware limited liability company, or any successor thereto.


(e) " Consultant" means any person, including an advisor, engaged by a Participating Company to render services other than as an Employee or a Director.

(f) " Director" means a member of the Board of Directors or Managers or of the board of directors of any other Participating Company.


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(g) " Disability" means the inability of the Optionee, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Optionee' s position with the Participating Company Group because of the sickness or injury of the Optionee.

(h) " Employee" means any person treated as an employee (including an officer or a Director who is also treated as an employee) in the records of a Participating Company; provided, however, that neither service as a Director nor payment of a director' s fee shall be sufficient to constitute employment for purposes of the Plan.


(i) " Fair Market Value" means, as of any date, the value of a Unit or other property as determined by the Board, in good faith without regard to any restriction after then a restriction which, by its term will never lapse.


(j) " Option" means a right to purchase Units (subject to adjustment as provided in Section 4.2) pursuant to the terms and conditions of the Plan.


(k) " Option Agreement" means a written agreement between the Company and an Optionee setting forth the terms, conditions, and restrictions of the Option granted to the Optionee and any Unit acquired upon the exercise thereof.

(l) " Optionee" means a person who has been granted one or more Options.

(m) " Parent Company" means any present or future company that controls the Company.


(n) " Participating Company" means the Company or any Parent Company or Subsidiary Company.

(o) " Participating Company Group" means, at any point in time, all companies collectively which are then Participating Companies.


(p) " Securities Act" means the Securities Act of 1933, as amended.


(q) " Service" means an Optionee' s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant. The Optionee' s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Optionee renders Service to the Participating Company Group or a change in the Participating Company for which the Optionee renders such Service, provided that there is no interruption or termination of the Optionee' s Service. Furthermore, an Optionee' s Service with the Participating Company Group shall not be deemed to have terminated if the Optionee takes any military leave, sick leave, or other bona fide leave of absence approved by the Company; provided, however, that if any such leave exceeds ninety (90) days, on the ninety-first (91st) day of such leave the Optionee' s Service shall be deemed to have terminated unless the Optionee' s right to return to Service with the Participating Company Group is guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service


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for purposes of determining vesting under the Optionee' s Option Agreement. The Optionee' s Service shall be deemed to have terminated either upon an actual termination of Service or upon the corporation for which the Optionee performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Optionee' s Service has terminated and the effective date of such termination.


(r) " Subsidiary Company" means any present or future company that is controlled by the Company.


(s) " Units" means A Non-Voting Units of the Company, as adjusted from time to time in accordance with Section 4.2.


2.2 Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term " or" is not intended to be exclusive, unless the context clearly requires otherwise.

3. ADMINISTRATION .


3.1 Administration by the Board. The Plan shall be administered by the Board. All questions of interpretation of the Plan or of any Option shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Option.

3.2 Authority of Officers. Any officer of a Participating Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, determination or election.

3.3 Powers of the Board. In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Board shall have the full and final power and authority, in its discretion:


(a) to determine the persons to whom, and the time or times at which, Options shall be granted and the number of Units to be subject to each Option;

(b) to determine the Fair Market Value of Units or other property;


(c) to determine the terms, conditions and restrictions applicable to each Option (which need not be identical) and any Units acquired upon the exercise thereof, including, without limitation, (i) the exercise price of the Option, (ii) the method of payment for Units purchased upon the exercise of the Option, (iii) the method for satisfaction of any tax withholding obligation arising in connection with the Option or such Units, including by the withholding or delivery of Units, (iv) the timing, terms and conditions of the exercisability of the Option or the vesting of any Units acquired upon the exercise thereof, (v) the time of the expiration of the Option, (vi) the effect of the Optionee' s termination of Service with the


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Participating Company Group on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the Option or such Units not inconsistent with the terms of the Plan;


(d) to approve one or more forms of Option Agreement;

(e) to amend, modify, extend, cancel, renew, reprice or otherwise adjust the exercise price of, or grant a new Option in substitution for, any Option or to waive any restrictions or conditions applicable to any Option or any Units acquired upon the exercise thereof;

(f) to accelerate, continue, extend or defer the exercisability of any Option or the vesting of any Units acquired upon the exercise thereof, including with respect to the period following an Optionee' s termination of Service with the Participating Company Group;

(g) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted Options; and


(h) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Option Agreement and to make all other determinations and take such other actions with respect to the Plan or any Option as the Board may deem advisable to the extent consistent with the Plan and applicable law.

4. SHARES SUBJECT TO PLAN .

4.1 Maximum Number of Units Issuable. Subject to adjustment as provided in Section 4.2, the maximum aggregate number of Units that may be issued under the Plan shall be determined by the Board. I ...