CareView Communications Inc

Certain restricted stock awards, nonqualified stock options, SARs or performance awards granted under the Plan may be granted in a manner such that they qualify for the performance-based compensation exemption under Section 162(m) of the Code (“performance-based awards”). Performance-based awards entitle the recipient to receive the stated consideration upon, and to the extent of, satisfaction of pre-established performance criteria.

Grant and Vesting. Performance-based awards will vest based on the achievement of pre-determined performance goals established by the compensation committee in accordance with the Plan. The compensation committee may determine the number and type of performance-based awards to be granted to the recipient, as well as the performance period and performance goals applicable to the award. After establishment of a performance goal, the compensation committee may not revise such performance goal or increase the amount of the performance-based award that will be paid or vested upon the attainment of such performance goal.

Performance Goals. The compensation committee will establish in writing objective performance-based goals applicable to a given period.