NeoMedia Technologies, Inc (NEOM)

[AirPocketDrop___YES]

In comparing the terms of NEOM's option plan with that of other microcap companies, it does appear to be a blank check when contrasted to incentive programs instituted by other companies.

Compare NEOM's language in regards to the exercise price of the options to the language employed by another company I follow:

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Company X:

The exercise price of each Option granted under the Equity-Based Compensation Plan will be stated in the Option agreement and may vary; however, the exercise price for any Option, Incentive Option or otherwise, must not be less than the greater of (a) the par value per share of Common Stock or (b) the fair market value per share as of the date of grant.

NEOM:

Stock options may be granted under the 2005 Plan to purchase Common Stock at an exercise price determined by the Committee which may be less than the fair market value of the shares on the date of grant but not less than the par value of $0.01 per share.

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Company X will not issue options with an exercise price BELOW the fair market value of the stock at the time of the grant.

NEOM's proposal will allow the company to issue options with an exercise price BELOW the fair market value of the stock at the time of the grant.