EXHIBIT 99.2
ONE VOICE TECHNOLOGIES, INC.
2008 STOCK COMPENSATION PLAN
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THIS ONE VOICE TECHNOLOGIES, INC. 2008 STOCK COMPENSATION PLAN (the
"PLAN") is designed to retain employees and consultants and reward them for
making major contributions to the success of the Company. These objectives are
accomplished by making incentive awards under the Plan thereby providing
Participants with a proprietary interest in the growth and performance of the
Company.
1. Definitions.
(a) "BOARD" - The Board of Directors of the Company.
(b) "CODE" - The Internal Revenue Code of 1986, as amended from time to
time.
(c) "COMMITTEE" - The Compensation Committee of the Company's Board, or
such other committee of the Board that is designated by the Board to administer
the Plan, composed of not less than two members of the Board all of whom are
disinterested persons, as contemplated by Rule 16b-3 ("RULE 16B-3") promulgated
under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT").
(d) "COMPANY" - One Voice Technologies, Inc. and its subsidiaries
including subsidiaries of subsidiaries.
(e) "EXCHANGE ACT" - The Securities Exchange Act of 1934, as amended from
time to time.
(f) "FAIR MARKET VALUE" - The fair market value of the Company's issued
and outstanding Stock as determined in good faith by the Board or Committee.
(g) "GRANT" - The grant of any stock award to a Participant pursuant to
such terms, conditions and limitations as the Committee may establish in order
to fulfill the objectives of the Plan.
(h) "GRANT AGREEMENT" - An agreement between the Company and a Participant
that sets forth the terms, conditions and limitations applicable to a Grant.
(i) "PARTICIPANT" - An outside consultant, professional and service
provider of the Company to whom an Award has been made under the Plan.
(j) "SECURITIES ACT" - The Securities Act of 1933, as amended from time to
time.
(k) "STOCK" - Authorized and issued or unissued shares of common stock of
the Company.
(l) "STOCK AWARD" - A Grant made under the Plan in stock or denominated in
units of stock for which the Participant is not obligated to pay additional
consideration.
2. Administration.
The Plan shall be administered by the Board, provided however, that the
Board may delegate such administration to the Committee. Subject to the
provisions of the Plan, the Board and/or the Committee shall have
authority to (a) grant, in its discretion, Stock Awards; (b) determine in
good faith the fair market value of the Stock covered by any Grant; (c)
determine which eligible persons shall receive Grants and the number of
shares, restrictions, terms and conditions to be included in such Grants;
(d) construe and interpret the Plan; (e) promulgate, amend and rescind
rules and regulations relating to its administration, and correct defects,
omissions and inconsistencies in the Plan or any Grant; (f) consistent
with the Plan and with the consent of the Participant, as appropriate,
amend any outstanding Grant; (g) determine the duration and purpose of
leaves of absence which may be granted to Participants without
constituting termination of their engagement for the purpose of the Plan
or any Grant; and (h) make all other determinations necessary or advisable
for the Plan's administration. The interpretation and construction by the
Board of any provisions of the Plan or selection of Participants shall be
conclusive and final. No member of the Board or the Committee shall be
liable for any action or determination made in good faith with respect to
the Plan or any Grant made thereunder.
3. Eligibility.
The persons who shall be eligible to receive Grants shall be non-executive
employees, outside consultants, professionals and service providers of the
Company.
4. Stock.
(a) Authorized Stock: Stock subject to Grants may be either unissued or
reacquired Stock.
(b) Number of Shares: Subject to adjustment as provided in Section 5(i) of the
Plan, the total number of shares of Stock which may be purchased or
granted directly by Stock Awards granted under the Plan shall not exceed
Ten Million (10,000,000) shares. If any Grant shall for any
reason terminate or expire, any shares allocated thereto but remaining
unvested shall again be available for Grants with respect thereto under
the Plan as though no Grant had previously occurred with respect to such
shares. Any shares of Stock issued pursuant to a Grant and repurchased
pursuant to the terms thereof shall be available for future Grants as
though not previously covered by a Grant.
(c) Reservation of Shares: The Company shall reserve and keep available at all
times during the term of the Plan such number of shares as shall be
sufficient to satisfy the requirements of the Plan. If, after reasonable
efforts, which efforts shall not include the registration of the Plan or
Grants under the Securities Act, the Company is unable to obtain authority
from any applicable regulatory body, which authorization is deemed
necessary by legal counsel for the Company for the lawful issuance of
shares hereunder, the Company shall be relieved of any liability with
respect to its failure to issue and sell the shares for which such
requisite authority was so deemed necessary unless and until such
authority is obtained.
5. Stock Awards.
All or part of any Stock Award under the Plan may be subject to conditions
established by the Board or the Committee, and set forth in a Stock Award
Agreement, which may include, but are not limited to, continuous service
with the Company, achievement of specific business objectives, increases
in specified indices, attaining growth rates and other comparable
measurements of Company performance. Such Awards may be based on Fair
Market Value or other specified valuation. All Stock Awards will be made
pursuant to the execution of a Stock Award Agreement.
(a) CONDITIONS AND RESTRICTIONS. Shares of Stock which Participants may
receive as a Stock Award under a Stock Award Agreement may include such
restrictions as the Board or Committee, as applicable, shall determine,
including restrictions on transfer, repurchase rights, right of first
refusal, and forfeiture provisions. When transfer of Stock is so
restricted or subject to forfeiture provisions it is referred to as
"RESTRICTED STOCK." Further, with Board or Committee approval, Stock
Awards may be deferred, either in the form of installments or a future
lump sum distribution. The Board or Committee may permit selected
Participants to elect to defer distributions of Stock Awards in accordance
with procedures established by the Board or Committee to assure that such
deferrals comply with applicable requirements of the Code including, at
the choice of Participants, the capability to make further deferrals for
distribution after retirement. Any deferred distribution, whether elected
by the Participant or specified by the Stock Award Agreement or by the
Board or Committee, may require the payment be forfeited in accordance
with the provisions of Section 5(c). Dividends or dividend equivalent
rights may be extended to and made part of any Stock Award, subject to
such terms, conditions and restrictions as the Board or Committee may
establish.
(b) CANCELLATION AND RESCISSION OF GRANTS. Unless the Stock Award Agreement
specifies otherwise, the Board or Committee, as applicable, may cancel any
unvested or deferred Grants at any time if the Participant is not in
compliance with all other applicable provisions of the Stock Award
Agreement, the Plan and with the following conditions:
(i) A Participant shall not render services for any organization or
engage directly or indirectly in any business which, in the judgment
of the chief executive officer of the Company or other senior
officer designated by the Board or Committee, is or becomes
competitive with the Company, or which organization or business, or
the rendering of services to such organization or business, is or
becomes otherwise prejudicial to or in conflict with the interests
of the Company. For Participants whose engagement has terminated,
the judgment of the chief executive officer shall be based on the
Participant's position and responsibilities while employed by the
Company, the Participant's post-engagement responsibilities and
position with the other organization or business, the extent of
past, current and potential competition or conflict between the
Company and the other organization or business, the effect on the
Company's customers, suppliers and competitors and such other
considerations as are deemed relevant given the applicable facts and
circumstances. A Participant who has retired shall be free, however,
to purchase as an investment or otherwise, stock or other securities
of such organization or business so long as they are listed upon a
recognized securities exchange or traded over-the-counter, and such
investment does not represent a substantial investment to the
Participant or a greater than five percent (5%) equity interest in
the organization or business.
(ii) A Participant shall not, without prior written authorization from
the Company, disclose to anyone outside the Company, or use in other
than the Company's business, any confidential information or
material relating to the business of the Company, acquired by the
Participant either during or after engagement with the Company.
(iii) A Participant shall disclose promptly and assign to the Company all
right, title and interest in any invention or idea, patentable or
not, made or conceived by the Participant during engagement by the
Company, relating in any manner to the actual or anticipated
business, research or development work of the Company and shall do
anything reasonably necessary to enable the Company to secure a
patent where appropriate in the United States and in foreign
countries.
(iv) Upon exercise, payment or delivery pursuant to a Grant, the
Participant shall certify on a form acceptable to the Committee that
he or she is in compliance with the terms and conditions of the
Plan.
(c) NONASSIGNABILITY.
(i) Except pursuant to Section 5(e)(iii) and except as set forth in
Section 5(d)(ii), no Grant or any other benefit under the Plan shall
be assignable or transferable, or payable to, anyone other than the
Participant to whom it was granted.
(ii) Where a Participant terminates engagement and retains a Grant
pursuant to Section 5(e)(ii) in order to assume a position with a
governmental, charitable or educational institution, the Board or
Committee, in its discretion and to the extent permitted by law, may
authorize a third party (including but not limited to the trustee of
a "blind" trust), acceptable to the applicable governmental or
institutional authorities, the Participant and the Board or
Committee, to act on behalf of the Participant with regard to such
Awards.
(d) TERMINATION OF ENGAGEMENT. If the engagement or service to the Company of
a Participant terminates, other than pursuant to any of the following
provisions under this Section 5(e), all unvested or deferred Stock Awards
shall be cancelled immediately, unless the Stock Award Agreement provides
otherwise:
(i) RETIREMENT UNDER A COMPANY RETIREMENT PLAN. When a Participant's
engagement terminates as a result of retirement in accordance with
the terms of a Company retirement plan, the Board or Committee may
permit Stock Awards to continue in effect beyond the date of
retirement in accordance with the applicable Grant Agreement and
vesting of any such Grants may be accelerated.
(ii) RIGHTS IN THE BEST INTERESTS OF THE COMPANY. When a Participant
resigns from the Company and, in the judgment of the Board or
Committee, the acceleration and/or continuation of outstanding Stock
Awards would be in the best interests of the Company, the Board or
Committee may (i) authorize, where appropriate, the acceleration
and/or continuation of all or any part of Grants issued prior to
such termination and (ii) permit the vesting of such Grants for such
period as may be set forth in the applicable Grant Agreement,
subject to earlier cancellation pursuant to Section 8 or at such
time as the Board or Committee shall deem the continuation of all or
any part of the Participant's Grants are not in the Company's best
interest.
(iii) DEATH OR DISABILITY OF A PARTICIPANT.
(1) In the event of a Participant's death, the Participant's
estate or beneficiaries shall have a period up to the
expiration date specified in the Grant Agreement within which
to receive or exercise any outstanding Grant held by the
Participant under such terms as may be specified in the
applicable Grant Agreement. Rights to any such outstanding
Grants shall pass by will or the laws of descent and
distribution in the following order: (a) to beneficiaries so
designated by the Participant; if none, then (b) to a legal
representative of the Participant; if none, then (c) to the
persons entitled thereto as determined by a court of competent
jurisdiction. Grants so passing shall be made at such times
and in such manner as if the Participant were living.
(2) In the event a Participant is deemed by the Board or Committee
to be unable to perform his or her usual duties by reason of
mental disorder or medical condition which does not result
from facts which would be grounds for termination for cause,
Grants and rights to any such Grants may be paid to the
Participant, if legally competent, or a committee or other
legally designated guardian or representative if the
Participant is legally incompetent by virtue of such
disability.
(3) After the death or disability of a Participant, the Board or
Committee may in its sole discretion at any time (1) terminate
restrictions in Grant Agreements; (2) accelerate any or all
installments and rights; and (3) instruct the Company to pay
the total of any accelerated payments in a lump sum to the
Participant, the Participant's estate, beneficiaries or
representative; notwithstanding that, in the absence of such
termination of restrictions or acceleration of payments, any
or all of the payments due under the Grant might ultimately
have become payable to other beneficiaries.
(4) In the event of uncertainty as to interpretation of or
controversies concerning this Section 5, the determinations of
the Board or Committee, as applicable, shall be binding and
conclusive.
6. Investment Intent. All Grants under the Plan are intended to be exempt
from registration under the Securities Act provided by Rule 701
thereunder. Unless and until the sale and issuance of Stock subject to the
Plan are registered under the Securities Act or shall be exempt pursuant
to the rules promulgated thereunder, each Grant under the Plan shall
provide that the purchases or other acquisitions of Stock thereunder shall
be for investment purposes and not with a view to, or for resale in
connection with, any distribution thereof. Further, unless the issuance
and sale of the Stock have been registered under the Securities Act, each
Grant shall provide that no shares shall be purchased upon the exercise of
the rights under such Grant unless and until (i) all then applicable
requirements of state and federal laws and regulatory agencies shall have
been fully complied with to the satisfaction of the Company and its
counsel, and (ii) if requested to do so by the Company, the person
exercising the rights under the Grant shall (i) give written assurances as
to knowledge and experience of such person (or a representative employed
by such person) in financial and business matters and the ability of such
person (or representative) to evaluate the merits and risks of receiving
the Stock as compensation, and (ii) execute and deliver to the Company a
letter of investment intent and/or such other form related to applicable
exemptions from registration, all in such form and substance as the
Company may require. If shares are issued upon exercise of any rights
under a Grant without registration under the Securities Act, subsequent
registration of such shares shall relieve the purchaser thereof of any
investment restrictions or representations made upon the exercise of such
rights.
7. Amendment, Modification, Suspension or Discontinuance of the Plan. The
Board may, insofar as permitted by law, from time to time, with respect to
any shares at the time not subject to outstanding Grants, suspend or
terminate the Plan or revise or amend it in any respect whatsoever, except
that without the approval of the shareholders of the Company, no such
revision or amendment shall (i) increase the number of shares subject to
the Plan, (ii) decrease the price at which Grants may be granted, (iii)
materially increase the benefits to Participants, or (iv) change the class
of persons eligible to receive Grants under the Plan; provided, however,
no such action shall alter or impair the rights and obligations under any
Stock Award outstanding as of the date thereof without the written consent
of the Participant thereunder. No Grant may be issued while the Plan is
suspended or after it is terminated, but the rights and obligations under
any Grant issued while the Plan is in effect shall not be impaired by
suspension or termination of the Plan.
In the event of any change in the outstanding Stock by reason of a stock
split, stock dividend, combination or reclassification of shares,
recapitalization, merger, or similar event, the Board or the Committee may
adjust proportionally (a) the number of shares of Stock (i) reserved under
the Plan, (ii) covered by outstanding Stock Awards; (b) the Stock prices
related to outstanding Grants; and (c) the appropriate Fair Market Value
and other price determinations for such Grants. In the event of any other
change affecting the Stock or any distribution (other than normal cash
dividends) to holders of Stock, such adjustments as may be deemed
equitable by the Board or the Committee, including adjustments to avoid
fractional shares, shall be made to give proper effect to such event. In
the event of a corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Board or the
Committee shall be authorized to issue or assume stock options, whether or
not in a transaction to which Section 424(a) of the Code applies, and
other Grants by means of substitution of new Grant Agreements for
previously issued Grants or an assumption of previously issued Grants.
8. Tax Withholding. The Company shall have the right to deduct applicable
taxes from any Grant payment and withhold, at the time of delivery or
exercise of Stock Awards or vesting of shares under such Grants, an
appropriate number of shares for payment of taxes required by law or to
take such other action as may be necessary in the opinion of the Company
to satisfy all obligations for withholding of such taxes. If Stock is used
to satisfy tax withholding, such stock shall be valued based on the Fair
Market Value when the tax withholding is required to be made.
9. Availability of Information. During the term of the Plan and any
additional period during which a Grant granted pursuant to the Plan shall
be payable, the Company shall make available, not later than one hundred
and twenty (120) days following the close of each of its fiscal years,
such financial and other information regarding the Company as is required
by the bylaws of the Company and applicable law to be furnished in an
annual report to the shareholders of the Company.
10. Notice. Any written notice to the Company required by any of the
provisions of the Plan shall be addressed to the chief personnel officer
or to the chief executive officer of the Company, and shall become
effective when it is received by the office of the chief personnel officer
or the chief executive officer.
11. Indemnification of Board. In addition to such other rights or
indemnifications as they may have as directors or otherwise, and to the
extent allowed by applicable law, the members of the Board and the
Committee shall be indemnified by the Company against the reasonable
expenses, including attorneys' fees, actually and necessarily incurred in
connection with the defense of any claim, action, suit or proceeding, or
in connection with any appeal thereof, to which they or any of them may be
a party by reason of any action taken, or failure to act, under or in
connection with the Plan or any Grant granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such claim, action, suit or
proceeding, except in any case in relation to matters as to which it shall
be adjudged in such claim, action, suit or proceeding that such Board or
Committee member is liable for negligence or misconduct in the performance
of his or her duties; provided that within sixty (60) days after
institution of any such action, suit or Board proceeding the member
involved shall offer the Company, in writing, the opportunity, at its own
expense, to handle and defend the same.
12. Governing Law. The Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by the Code or the
securities laws of the United States, shall be governed by the law of the
State of Nevada and construed accordingly.
13. Termination Dates. The Plan shall terminate on June 20, 2018, subject to
earlier termination by the Board pursuant to Section 7.
ONE VOICE TECHNOLOGIES, INC.
By: /s/ Dean Weber
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Its: Chief Executive Officer