0001193125-12-123547 Sample Contracts

SPY INC.
Stock Unit Agreement • March 20th, 2012 • Spy Inc. • Ophthalmic goods

The Company hereby awards Stock Units to the Participant named below. The terms and conditions of the Award are set forth in this cover sheet, in the attached Stock Unit Agreement and in the SPY Inc. 2004 Stock Incentive Plan as it may be amended from time to time. This cover sheet is incorporated into and a part of the attached Stock Unit Agreement (together, the “Agreement”).

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SPY INC.
Stock Appreciation Rights Agreement • March 20th, 2012 • Spy Inc. • Ophthalmic goods • Delaware

SPY Inc., a Delaware corporation (the “Company”), hereby grants a Stock Appreciation Right with respect to its Shares to the Participant named below. The terms and conditions of the SAR are set forth in this cover sheet, in the attachment and in the Company’s 2004 Stock Incentive Plan (the “Plan”).

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