EXHIBIT 10.1
ARMOR ELECTRIC INC.
2006 INCENTIVE STOCK OPTION PLAN
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SECTION 1
INTRODUCTION
1.1 ESTABLISHMENT. Armor Electric Inc., a Florida corporation, hereby
establishes the Armor Electric Inc. 2006 Stock Option Plan (the "Plan") for
employees, consultants, directors, and other persons associated with the Company
to whom the Board wishes to provide incentive. Armor Electric Inc., together
with its affiliated corporations, as defined in Section 2.1 hereafter, are
referred to as the "Company", except where the context otherwise requires.
1.2 PURPOSES. The purposes of this Plan are to (i) attract and retain the best
available personnel for positions of responsibility within the Company (ii)
provide incentives to employees, officers, and management of the Company, (iii)
provide Directors, Consultants and Advisors of the Company with an opportunity
to acquire a proprietary interest in the Company to encourage their continued
provision of services to the Company, and to provide such persons with
incentives and rewards for superior performance more directly linked to the
profitability of the Company's business and increases in shareholder value, and
(iv) generally to promote the success of the Company's business and the
interests of the Company and all of its stockholders, through the grant of
options to purchase shares of the Company's Common Stock.
Incentive benefits granted hereunder may be either Incentive Stock Options,
Non-qualified Stock Options, stock awards, Restricted Shares or cash awards. The
types of options or other incentives granted shall be determined by the board or
the Compensation Committee and reflected in the terms of written agreements.
SECTION 2
DEFINITIONS
2.1 DEFINITIONS. The following terms will have the meanings set forth below:
"AFFILIATED CORPORATION" means any corporation or other entity (including, but
not limited to, a partnership) that is affiliated with the Company through stock
ownership or otherwise.
"BOARD" means the Board of Directors of the Company.
"CODE" means the Internal Revenue Code of the USA or the Income Tax Act of
Canada, as it may be amended form time to time, and as appropriate to the
context and as applies to the Eligible Participant.
"EFFECTIVE DATE" means the effective date of the Plan, which will be August 16,
2006.
"ELIGIBLE PARTICIPANTS" means any employees (including, without limitation, all
officers), directors, consultants and any other persons whom the Board wishes to
incentivise to contribute to the fortunes of the Company and permitted by law or
policy to receive options.
"FAIR VALUE" means the value of a Share of Stock as determined by the Stock
Option Committee acting in good faith and in its sole discretion in accordance
with this Agreement. Notwithstanding the above, if the Stock is actively traded
in an established stock or quotation market, "FAIR VALUE" will mean the
officially quoted closing price of the Stock on such exchange (a "National
Exchange") on a particular date selected by the Stock Option Committee in
establishing the purchase price of Shares of the Option.
"STOCK OPTION COMMITTEE" means the Compensation Committee of the Company, unless
the Board strikes a separate committee, and in the absence of an empowered
committee shall mean the Board.
"NON-STATUTORY OPTION" means an Option granted under this Plan in accordance
with the requirements of the Code, as amended from time to time.
"OPTION" means a right to purchase Stock of the Company granted under this Plan
at a stated price for a specified period of time.
"OPTION PRICE" means the price at which shares of Stock subject to an Option may
be purchased, determined in accordance with this Agreement and as established by
the Stock Option Committee and contracted by the Option contract.
"OPTION HOLDER" means an Eligible Participant designated by the Stock Option
Committee from time to time during the term of the Plan to receive one or more
Options under the Plan.
"PLAN LIMIT" shall have the meaning set forth in section 4.1.
"SHARE" or "SHARES" means a share or shares of Stock.
"STOCK" means the common stock of the Company.
2.2 GENDER AND NUMBER. Except where otherwise indicated by the context, the
masculine gender also will include the feminine gender, and the definition of
any term herein in the singular also will include the plural.
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SECTION 3 PLAN ADMINISTRATION
3.1 STOCK OPTION COMMITTEE. The Stock Option Committee will administer the Plan.
In accordance with the provisions of the Plan, the Stock Option Committee will,
in accordance with policies ordered by the Board but in the absence of board
direction in its sole discretion, select the Eligible Participants to whom
Options will be granted, the form of each Option, the amount of each Option, and
any other terms and conditions of each Option as the Stock Option Committee may
deem necessary and consistent with the terms of the Plan. The Stock Option
Committee will determine the form or forms of the agreements with Option
Holders. The agreements will evidence the particular provisions, terms,
conditions, rights and duties of the Company and the Option Holders with respect
to Options granted pursuant to the Plan, which provisions need not be identical
except as may be provided herein. The Stock Option Committee may from time to
time adopt such rules and regulations for carrying out the purposes of the Plan
as it may deem proper and in the best interests of the Company. The Stock Option
Committee may correct any defect, supply any omission or reconcile any
inconsistency in the Plan or in any agreement entered into hereunder in the
manner and to the extent it may deem expedient and it will be the sole and final
judge of such expediency. No member of the Stock Option Committee will be liable
for any action or determination made in good faith, and all members of the
Committee will, in addition to their rights as directors, be fully protected by
the Company with respect to any such action, determination or interpretation.
The determinations, interpretations and other actions of the Stock Option
Committee pursuant to the provisions of the Plan will be binding and conclusive
for all purposes and on all persons.
SECTION 4
STOCK SUBJECT TO THE PLAN AND EXCEPTIONS
4.1 PLAN LIMIT. A maximum of 5,000,000 Shares ("PLAN LIMIT") are authorized for
issuance under the Plan in accordance with the provisions of the Plan. Shares
that are issued upon the exercise of Options will be deducted from the Plan
Limit and such Plan Limit shall not be increased without approval of the board
or, if shareholders of the Company have so required, without approval of the
shareholders of the Company. While any Options are outstanding, the Company will
retain as authorized and unissued Stock at least the number of Shares from time
to time required under the provisions of the Plan or otherwise assure itself of
its ability to perform its obligations hereunder.
4.2 UNUSED AND FORFEITED STOCK. Any Shares that are subject to an Option under
this Plan that are not used because the terms and conditions of the Option are
not met or any Shares that are used for full or partial payment of the purchase
price of Shares with respect to which an Option is exercised or any Shares
retained by the Company for any purpose of this Plan automatically will be
returned to the Plan Limit and become available for again for use under the
Plan.
4.3 ADJUSTMENTS FOR STOCK SPLIT, STOCK DIVIDEND, ETC. If the Company at any time
increases or decreases the number of its outstanding Shares of Stock, or changes
in any way the rights and privileges of such Shares by means of the Payment of a
Stock dividend or any other distribution upon such Shares payable in Stock, or
through a stock split, subdivision, consolidation, combination, reclassification
or recapitialization involving the Stock, then, in relation to the Stock that is
affected by the above events, the provisions of this Section 4.3 will apply. In
such event, the numbers, rights and privileges of the following will be
increased, decreased or changed in like manner as if such shares had been issued
and outstanding, fully paid and non-assessable at the time of such event:
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(i) adjustment to the Shares of Stock as to which Options may be granted
under the Plan; and
(ii) adjustment to the exercise price of each outstanding Option granted
hereunder.
4.4 GENERAL ADJUSTMENT RULES. If any adjustment or substitution provided for in
this Section 4 will result in the creation of a fractional Share under any
Option, the number of Shares subject to the Option will be rounded to the next
higher Share.
4.5 DETERMINATION BY STOCK OPTION COMMITTEE, ETC. Adjustments under this Section
4 will be made by the Stock Option Committee, whose determinations with regard
thereto will be final and binding upon all parties.
4.6 OPTIONS EXCEPTIONAL TO PLAN. With the concurrence of the board, the Stock
Option Committee may grant Options outside the Plan or within the Plan but in
excess of the Plan Limit, such that the available Plan Limit is not diminished,
for exceptional circumstances or to acquire or retain personnel or achieve
important goals or strategic targets considered important to the Company but
which cannot reasonably be fit into the Plan Limit or the Plan due to
insufficiency of available Plan Options, legal impediments whereby the recipient
cannot or is best not included in the Plan, or other purposes or reasons
considered appropriate to the board.
SECTION 5
REORGANIZATION OR LIQUIDATION
5.1 REORGANIZATION AND OPTIONS. In the event that the Company is merged or
consolidated with another corporation (other than a merger or consolidation in
which the Company is the continuing corporation and that does not result in any
reclassification or change of outstanding Shares), or if all or substantially
all of the assets or control of the outstanding voting stock of the Company is
acquired by any other corporation, business entity or person (other than by a
sale or conveyance in which the Company continues as a holding company of an
entity or entities that conduct the business of businesses formerly conducted by
the Company), or in case of a reorganization (other than a reorganization under
the United States Bankruptcy Code) or liquidation of the Company, the Stock
Option Committee will have the power and discretion to prescribe the terms and
conditions for the exercise or modification of any outstanding Options granted
hereunder. By way of illustration, and not by way of limitation, the Stock
Option Committee may provide for the complete or partial acceleration of the
dates of exercise of the Options, or may provide that such Options will be
exchanged or converted into options to acquire securities of the surviving or
acquiring cooperation, or may provide for a payment or distribution in respect
of outstanding Options (or the portion thereof that currently is exercisable) in
cancellation thereof. The Stock Option Committee may provide that Options must
be exercised in connection with the closing of such transaction and that if not
so exercised such Options will expire. Any such determinations by the Stock
Option Committee may be made generally with respect to all Option Holders, or
may be made on a case-by-case bases with respect to particular Option Holders.
The provisions of this Section 5 will not apply to any transaction undertaken
for the purpose of reincorporating the Company under the laws of another
jurisdiction, if such transaction does not materially affect the beneficial
ownership of the Company's capital stock. Any determination by the Stock Option
Committee hereunder shall not amend the terms of any Option without the consent
of the Option Holder unless, in the opinion of the Committee acting reasonably,
such amendment is necessary to permit the alterations to the Company to be
effected and such is in the interest of shareholders generally.
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SECTION 6
STOCK OPTIONS
6.1 GRANT OF OPTIONS. An Eligible Participant may be granted one or more
Options. Options granted under the Plan will be Non-Statutory Options.
6.2 OPTION AGREEMENTS. Each Option granted under the Plan will be evidenced by a
written stock option agreement that will be entered into by the Company and the
Eligible Participant to whom the Option is granted (the "Option Holder"), and
will be deemed to contain the following terms and conditions, unless other terms
and conditions inconsistent therewith have been entered into the Option
agreement. In the event of inconsistency between the provisions of the Plan and
any Option agreement entered into, the provisions of the Option agreement will
be considered to have been determined to be exceptional from the below and such
Option Agreement shall govern where not inconsistent with law. However, the
provisions of the Plan will govern where the agreement omits to provide for a
matter governed by the Plan and the agreement will not be incomplete nor
unenforceable if it fails to provide for a matter provided by the terms of this
Plan as such shall be incorporated by reference:
(a) NUMBER OF SHARES. Each Stock Option agreement will state that it covers a
specified number of Shares, as determined by the Stock Option Committee and the
agreement. If the agreement fails to state the number then it shall be the
number set forth in the minutes of the Stock Option Committee.
(b) PRICE. The price at which each Share covered by an Option may be purchased
will be determined by the Stock Option Committee and set forth in the Stock
Option agreement. Where the price shall be omitted the price shall be the Fair
Market Value of the Stock on the date set forth at the beginning of the Option
agreement.
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(c) VESTING PERIOD. Each Stock Option will state the time and the amount of the
Shares of the Option which vest, and are exercisable thereafter, at specified
times during the Option Period. Unless otherwise provided in the Option
agreement, Options will vest and be exercisable for types of Option Holders as
follows:
(i) DIRECTORS AND SENIOR OFFICERS TO VICE-PRESIDENT - 50% of the amount of
the Shares under Option upon granting and 50% twelve months thereafter;
(ii) EMPLOYEES GENERALLY - 10% at the end of the later of any probation
period pursuant to which the Employee is continued or three months from
the date of engagement and 5% at the end of each calendar month
thereafter; and
(iii) OTHER OPTION HOLDERS - 10% at the end of the first 30 days of
engagement, 20% upon completion of 50% of the term, where a particular
term, or upon 50% of project completion, where project contract specific,
and the remainder upon, and for a period of 30 days thereafter, the
Company certifying substantial satisfaction, acting reasonably, with
contract and/or project completion.
(d) DURATION OF OPTIONS. Each Stock option agreement will state the period of
time within which the Option may be exercised by the Option Holder (the "Option
Period"). The Option Period shall expire not more than five years from the date
an Option is granted. Unless otherwise stated, director and senior officer
Options shall be the lesser of five years or the term of their office plus 90
days, Employee Options the lesser of five years or the term of their employment
plus 30 days, and other Option Holders the lesser of five years or the term of
the engagement agreement plus 30 days.
(e) TERMINATION OF EMPLOYMENT, DEATH, DISABILITY ETC. Except as otherwise
determined by the Stock Option Committee, each Stock Option agreement will
provide as follows with respect to the exercise of the Option upon termination
of the employment or the death of the Option Holder:
(i) TERMINATION. If the Option Holder's employment or office with the
Company is terminated within the Option Period for cause, as determined by
the Company in its sole discretion, or if the Option Holder resigns
without appropriate or agreed notice and agreed termination terms, the
Option will be void for all purposes immediately upon notice of
termination or resignation, as the case may be, unless otherwise agreed
solely at the discretion of the Company. Unless specified in an engagement
agreement, "cause" means a material violation, as determined by the
Company, of the Company's established policies and procedures and the
terms of engagement and a failure to rectify within 15 days of notice. If
the Option Holder is terminated for another reason, not provided for below
or in the engagement agreement or the Option agreement, then the Option
shall be exercisable, as to the vested portion only on the date of
termination, for a period of 30 days after termination, except as
otherwise permitted by the sole discretion of the Stock Option Committee
but not to exceed the Option Period. The effect of this Section will be
limited to determining the consequences of a termination and nothing in
this Section will restrict or otherwise interfere with the Company's
discretion with respect to the termination of any Employee.
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(ii) DEATH OR DISABILITY. If the Option Holder's employment with the
Company is terminated within the Option Period because of the Option
Holder's death or disability the Option will remain exercisable, to the
extent that it was vested and exercisable on the date of the Option
Holder's death or disability, for a period of six months after such date;
provided, however, that in no event may the Option be exercised after the
expiration of the Option Period.
(iii) NON-EMPLOYEES OR NON-OFFICE HOLDERS. For all purposes under this
Section, an Eligible Participant who is not an Employee or office holder
of the Company will be considered to have a termination at the conclusion
of the relevant contract or upon notice by the Company of termination for
default or breach of agreement. If the contract is terminated for breach
or default then the Option shall terminate immediately. Otherwise the
Option shall terminate in accordance with its terms or section 6.2(d)
above.
(f) TRANSFERABILITY OF OPTION. Each stock option agreement will provide that the
Option and exercise rights granted therein are not transferable or subject to
assignment or lien for security purposes by the Option Holder except to the
Option Holder's legal representative, his estate, a family corporation or
personal holding corporation, a bona fide lender or in such other circumstance
as the Stock Option Committee may approve in its sole discretion, which may be
exercised contrary without reason. Each assignment of an interest in an Option
must be approved before such will be enforceable.
(g) EXERCISE, PAYMENTS, ETC. Unless otherwise provided by the Stock Option
agreement the method for exercising the Option granted will be by delivery to
the office of the Company of written notice specifying the particular Option (or
portion thereof) that is being exercised and the number of Shares with respect
to which such Option is exercised, together with payment of the Option Price.
The exercise of the Option will be deemed effective upon actual receipt of such
notice and payment to the Company of the Option Price in a form satisfactory to
the Company, acting reasonably. The purchase of such Stock will take place at
the principal offices of the Company upon delivery of such notice. A properly
executed certificate or certificates representing the Stock will be issued by
the Company and delivered to the Option Holder with reasonable dispatch. Unless
restricted by the Option agreement, the exercise price shall be paid by any of
the following methods or any combination of the following methods:
(i) in cash;
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(ii) by cashier's check, certified cheque, or other acceptable banker's
note payable to the order of the Company;
(iii) by net exercise notice whereby the Option Holder will authorize the
return to the Plan pool, and deduction from the Option Holder's Stock
Option, of sufficient Option Shares whose net value (Fair Value less
Option exercise price) is sufficient to pay the Option Price of the Shares
exercised. The Fair Value of the Shares of the Option to be returned to
the Plan pool as payment will be determined by the closing price of the
Company's Shares on the date notice is delivered;
(iv) by delivery to the Company of a properly executed notice of exercise
together with irrevocable instructions (referred to in the industry as
`delivery against payment') to a broker to deliver to the Company promptly
the amount of the proceeds of the sale of all or a portion of the Stock or
of a loan from the broker to the Option Holder necessary to pay the
exercise price; or
(v) such other method as the Option Holder and the Stock Option Committee
may determine as adequate including delivery of acceptable securities
(including securities of the Company), set-off for wages or invoices due,
property, or other adequate value.
In the discretion of the Stock Option Committee, the Company may grant a loan or
guarantee a third-party loan obtained by an Option Holder to pay part or all of
the Option Price of the Shares provided that such loan or the Company's guaranty
is secured by the Shares.
(h) DATE OF GRANT. An Option will be considered as having been granted on the
date specified in the grant resolution of the Stock Option Committee.
6.3 STOCKHOLDER PRIVILEGES. Prior to the exercise of the Option and the transfer
of Shares to the Option Holder, an Option Holder will have no rights as a
stockholder with respect to any Shares subject to any Option granted to such
person under this Plan and, until the Option Holder becomes the holder of the
record of such Stock, no adjustments, other than those described in Section 4,
will be made for dividends or other distributions or other rights to which there
is a record date preceding the date such Option Holder becomes the holder of
record of such Stock.
SECTION 7
RIGHTS OF EMPLOYEES AND OPTION HOLDERS
7.1 EMPLOYMENT. Nothing contained in the Plan or in any Option will confer upon
any Eligible Participant any right with respect to the continuation of
employment by the Company, or interfere in any way with the right of the
Company, subject to the terms of any separate employment agreement to the
contrary, at any time to terminate such employment or to increase or decrease
the compensation of such Eligible Participant form the rate in existence at the
time of the grant of an Option.
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SECTION 8
GENERAL RESTRICTIONS
8.1 INVESTMENT REPRESENTATIONS. The Company may require any person to whom an
Option is granted, as a condition of exercising such Option or receiving Stock
under the Option, to give written assurances, in substance and form satisfactory
to the Company and its counsel, to the effect that such person is acquiring the
Stock subject to the Option for his own account for investment and not with any
present intention of selling and to such other effects as the Company deems
necessary or appropriate in order to comply with federal and applicable state
and provincial securities laws. Legends evidencing such restrictions may be
placed on the certificates evidencing the Stock.
8.2 COMPLIANCE WITH SECURITIES LAWS. Each Option will be subject to the
requirement that if at any time counsel to the Company determines that the
listing, registration or qualification of the Shares subject to such Option upon
any securities exchange or under any state, provincial or federal law, or the
consent or approval of any governmental or regulatory body, is necessary as a
condition of, or in connection with, the issuance or purchase of Shares
thereunder, such Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval will have been
effected or obtained on conditions acceptable to the Stock Option Committee.
Nothing herein will be deemed to require the Company to apply for or to obtain
such listing, registration or qualification. However, where available to the
circumstances of an Option Holder the Company will include the Option with any
other filings that the Company elects, at its sole discretion, to file under S-8
or any other filings with the SEC but the Company shall not be obliged to make
an individual filing for a particular Option, unless such shall have been
required pursuant to the specific Option agreement.
SECTION 9
OTHER EMPLOYEE BENEFITS
9.1 BENEFITS AND TAXES. The amount of any compensation deemed to be received by
an Option Holder as a result of the exercise of an Option will not constitute
"earnings" with respect to which any other employee benefits of such Option
Holder are determined, including, without limitation, benefits under any
pension, profit sharing, life insurance or salary continuation plan. Any taxable
consequences of any Option are entirely the responsibility of the Option Holder
and no contribution shall be required of the Company and, further, if the
Company should suffer liability for unpaid taxes of an Option Holder then the
full amount of such shall be a debt of the Option Holder to the Company payable
immediately and for which the Company may seek judgment and, before judgment or
process, may set-off against any amounts due to the Option Holder or may
recover, again before judgment or process, by exercise of any Options of the
Option Holder on the Option Holder's behalf, at the discretion of the Stock
Option Committee.
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SECTION 10
PLAN AMENDMENT, MODIFICATION AND TERMINATION
10.1 AMENDMENT. The Board may at any time terminate and, from time to time, may
amend or modify the Plan provided, however, that no amendment or modification
may become effective without approval of the amendment or modification by the
stockholders where stockholder approval is required to enable the Plan to
satisfy any applicable statutory requirements, or if the Company, on the advice
of counsel, determines that stockholder approval otherwise is necessary or
desirable.
No amendment, modification or termination of the Plan will in any
manner adversely affect any Options theretofore granted under the Plan, without
the consent of the Option Holders holding such Options.
SECTION 11
WITHHOLDING
11.1 WITHHOLDING REQUIREMENT. The Company's obligations to deliver Shares upon
the exercise of an Option will be subject to the Option Holder's satisfaction of
all applicable federal, state and local income and other tax withholding
requirements and applicable securities requirements.
11.2 WITHHOLDING WITH STOCK. At the time an Option is granted the Stock Option
Committee, in its sole discretion, may permit the Option Holder to pay all such
amounts of tax withholding, or any part thereof, that is due upon exercise of
the Option by such adjustments as the Stock Option Committee determines,
including adjustment to a net exercise price or adjustment to the Option Price.
SECTION 12
BROKERAGE ARRANGEMENTS
12.1 BROKERAGE. The Stock Option Committee, in its discretion, may enter into
arrangements with one or more banks, brokers or other financial institutions to
facilitate the disposition of shares acquired upon exercise of Stock Options,
including, without limitation, arrangements for the simultaneous exercise of
Stock Options and sale of the Shares acquired upon such exercise.
SECTION 13
NONEXCLUSIVITY OF THE PLAN
13.1 OTHER PLANS. The adoption of this Plan by the Board will not be construed
as creating any limitations on the power or authority of the Board to adopt such
other or additional incentive or other compensation arrangements of whatever
nature as the Board may deem necessary or desirable or preclude or limit the
continuation of any other plan, practice or arrangement for the payment of
compensation or fringe benefits to employees generally, or to any class or group
of employees, or any other persons that the Company or any Affiliated
Corporation now has lawfully put into effect, including, without limitation, any
retirement, pension, savings and stock purchase plan, insurance, death and
disability benefits and executive short-term incentive plans.
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SECTION 14
REQUIREMENTS OF LAW
14.1 REQUIREMENTS OF LAW. The insurance of Stock and the payment of cash
pursuant to the Plan will be subject to all applicable laws, rules and
regulations.
14.2 GOVERNING LAW. The Plan and all agreements hereunder will be construed in
accordance with and governed by the laws of the State of Florida.
SECTION 15
DURATION OF THE PLAN
15.1 TERMINATION. The Plan will terminate at such time as may be determined by
the Board, and no Option will be granted after such termination. If not sooner
terminated under the preceding sentence, the Plan will fully cease and expire on
the earlier of one year from the date that the Plan Limit has been exhausted and
all Options exercised or expired or August 30, 2016. Options outstanding at the
time of the Plan termination may continue to be exercised in accordance with
their terms.
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