AMAZON BIOTECH, INC.
2006 STOCK INCENTIVE PLAN NO. 2
1.
Purpose. The purpose of the 2006 Stock Incentive Plan No. 2 of
Amazon
Biotech, Inc. is to further align the interests of employees,
directors and
non-employee Consultants with those of the stockholders by
providing incentive
compensation opportunities tied to the performance of the Common
Stock and by
promoting increased ownership of the Common Stock by such
individuals. The Plan
is also intended to advance the interests of the Company and its
stockholders by
attracting, retaining and motivating key personnel upon whose
judgment,
initiative and effort the successful conduct of the Company's
business is
largely dependent.
2.
Definitions. Wherever the following capitalized terms are used in
the
Plan, they shall have the meanings specified below:
"Affiliate" means (i) any entity that would be treated as an
"affiliate" of the Company for purposes of Rule 12b-2 under the
Exchange
Act
and (ii) any joint venture or other entity in which the Company has
a
direct or indirect beneficial ownership interest representing at
least
one-third (1/3) of the aggregate voting power of the equity
interests of
such
entity or one-third (1/3) of the aggregate fair market value of
the
equity interests of such entity, as determined by the
Committee.
"Award" means an award of a Stock Option, Stock Award, or
Restricted
Stock Award granted under the Plan.
"Award Agreement" means a written or electronic agreement entered
into
between the Company and a Participant setting forth the terms
and
conditions of an Award granted to a Participant.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common Stock" means the Company's common stock, $0.001 par value
per
share.
"Committee" means the Compensation Committee of the Board, or
such
other committee of the Board appointed by the Board to administer
the Plan,
or
if no such committee exists, the Board.
"Company" means Amazon Biotech, Inc., a Utah corporation.
"Consultant" means any person which is a consultant or advisor to
the
Company and which is a natural person and who provides bona fide
services
to
the Company which are not in connection with the offer or sale
of
securities in a capital-raising transaction for the Company, and do
not
directly or indirectly promote or maintain a market for the
Company's
securities.
"Date of Grant" means the date on which an Award under the Plan is
made
by
the Committee, or such later date as the Committee may specify to
be the
effective date of an Award.
"Disability" means a Participant being considered "disabled" within
the
meaning of Section 409A(a)(2)(C) of the Code, unless otherwise
provided in
an
Award Agreement.
"Eligible Person" means any person who is an employee of the
Company or
any
Affiliate or any person to whom an offer of employment with the
Company
or
any Affiliate is extended, as determined by the Committee, or any
person
who
is a Non-Employee Director, or any person who is Consultant to
the
Company.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
<PAGE>
"Fair Market Value" means the mean between the highest and
lowest
reported sales prices of the Common Stock on the New York Stock
Exchange
Composite Tape or, if not listed on such exchange, on any other
national
securities exchange on which the Company's common stock is listed
or on The
Nasdaq Stock Market, or, if not so listed on any other national
securities
exchange or The Nasdaq Stock Market, then the average of the bid
price of
the
Company's common stock during the last five trading days on the
OTC
Bulletin Board immediately preceding the last trading day prior to
the date
with
respect to which the Fair Market Value is to be determined. If
the
Company's common stock is not then publicly traded, then the Fair
Market
Value of the Common Stock shall be the book value of the Company
per share
as
determined on the last day of March, June, September, or December
in any
year
closest to the date when the determination is to be made. For
the
purpose of determining book value hereunder, book value shall be
determined
by
adding as of the applicable date called for herein the capital,
surplus,
and
undivided profits of the Company, and after having deducted any
reserves theretofore established; the sum of these items shall be
divided
by
the number of shares of the Company's common stock outstanding as
of
said date, and the
quotient thus obtained shall represent the book value of
each
share of the Company's common stock.
"Incentive Stock Option" means a Stock Option granted under Section
6
hereof that is intended to meet the requirements of Section 422 of
the Code
and
the regulations thereunder.
"Non-Employee Director" means any member of the Board who is not
an
employee of the Company.
"Nonqualified Stock Option" means a Stock Option granted under
Section
6
hereof that is not an Incentive Stock Option.
"Participant" means any Eligible Person who holds an outstanding
Award
under the Plan.
"Plan" means the 2006 Stock Incentive Plan No. 2 of Amazon
Biotech,
Inc.
as set forth herein, as amended from time to time.
"Restricted Stock Award" means a grant of shares of Common Stock to
an
Eligible Person under Section 8 hereof that are issued subject to
such
vesting and transfer restrictions as the Committee shall determine
and set
forth in an Award Agreement.
"Service" means a Participant's employment with the Company or
any
Affiliate or a Participant's service as a Non-Employee Director
with the
Company, as applicable.
"Stock Award" means a grant of shares of Common Stock to an
Eligible
Person under Section 7 hereof that are issued free of transfer
restrictions
and
forfeiture conditions.
"Stock Option" means a contractual right granted to an Eligible
Person
under Section 6 hereof to purchase shares of Common Stock at such
time and
price, and subject to such conditions, as are set forth in the Plan
and the
applicable Award Agreement.
3.
Administration.
3.1
Committee Members. The Plan shall be administered by a
Committee
comprised of one or more members of the Board, or if no such
committee exists,
the Board.
3.2
Committee Authority. The Committee shall have such powers and
authority
as may be necessary or appropriate for the Committee to carry out
its functions
as described in the Plan. Subject to the express limitations of the
Plan, the
Committee shall have authority in its discretion to determine the
Eligible
Persons to whom, and the time or times at which, Awards may be
granted, the
number of shares, units or other rights subject to each Award, the
exercise,
base or purchase price of an Award (if any), the time or times at
which an Award
will become vested, exercisable or payable, the performance goals
and other
conditions of an Award, the duration of the Award, and all other
terms of the
Award. Subject to the terms of the Plan, the Committee shall have
the authority
to amend the terms of an Award in any manner that is not
inconsistent with the
Plan, provided that no such action shall adversely affect the
rights of a
Participant with respect to an outstanding Award without the
Participant's
consent. The Committee shall also have discretionary authority to
interpret the
Plan, to make factual determinations under the Plan, and to make
all other
determinations necessary or advisable for Plan administration,
including,
without limitation, to correct any defect, to supply any omission
or to
reconcile any inconsistency in the Plan or any Award Agreement
hereunder. The
Committee may prescribe, amend, and rescind rules and regulations
relating to
the Plan. The Committee's determinations under the Plan need not be
uniform and
may be made by the Committee selectively among Participants and
Eligible
Persons, whether or not such persons are similarly situated. The
Committee
shall, in its discretion, consider such factors as it deems
relevant in making
its interpretations, determinations and actions under the Plan
including,
without limitation, the recommendations or advice of any officer or
employee of
the Company or such attorneys, consultants, accountants or other
advisors as it
may select. All interpretations, determinations and actions by the
Committee
shall be final, conclusive, and binding upon all parties.
<PAGE>
3.3 Delegation of
Authority. The Committee shall have the right, from time
to time, to delegate to one or more officers of the Company the
authority of the
Committee to grant and determine the terms and conditions of Awards
granted
under the Plan, subject to the requirements of state law and such
other
limitations as the Committee shall determine. In no event shall any
such
delegation of authority be permitted with respect to Awards to any
members of
the Board or to any Eligible Person who is subject to Rule 16b-3
under the
Exchange Act or Section 162(m) of the Code. The Committee shall
also be
permitted to delegate, to any appropriate officer or employee of
the Company,
responsibility for performing certain ministerial functions under
the Plan. In
the event that the Committee's authority is delegated to officers
or employees
in accordance with the foregoing, all provisions of the Plan
relating to the
Committee shall be interpreted in a manner consistent with the
foregoing by
treating any such reference as a reference to such officer or
employee for such
purpose. Any action undertaken in accordance with the Committee's
delegation of
authority hereunder shall have the same force and effect as if such
action was
undertaken directly by the Committee and shall be deemed for all
purposes of the
Plan to have been taken by the Committee.
4.
Shares Subject to the Plan.
4.1
Maximum Share Limitations. Subject to Section 4.3 hereof, the
maximum
aggregate number of shares of Common Stock that may be issued and
sold under all
Awards granted under the Plan shall be Four Million (4,000,000)
shares. Shares
of Common Stock issued and sold under the Plan may be either
authorized but
unissued shares or shares held in the Company's treasury. To the
extent that any
Award involving the issuance of shares of Common Stock is
forfeited, cancelled,
returned to the Company for failure to satisfy vesting requirements
or other
conditions of the Award, or otherwise terminates without an
issuance of shares
of Common Stock being made thereunder, the shares of Common Stock
covered
thereby will no longer be counted against the foregoing maximum
share
limitations and may again be made subject to Awards under the Plan
pursuant to
such limitations. Any Awards or portions thereof that are settled
in cash and
not in shares of Common Stock shall not be counted against the
foregoing maximum
share limitations.
4.2
Adjustments. If there shall occur any change with respect to
the
outstanding shares of Common Stock by reason of any
recapitalization,
reclassification, stock dividend, extraordinary dividend, stock
split, reverse
stock split or other distribution with respect to the shares of
Common Stock, or
any merger, reorganization, consolidation, combination, spin-off or
other
similar corporate change, or any other change affecting the Common
Stock, the
Committee may, in the manner and to the extent that it deems
appropriate and
equitable to the Participants and consistent with the terms of the
Plan, cause
an adjustment to be made in (i) the maximum number and kind of
shares provided
in Section 4.1 hereof, (ii) the number and kind of shares of Common
Stock, or
other rights subject to then outstanding Awards, (iii) the exercise
or base
price for each share or other right subject to then outstanding
Awards, and (iv)
any other terms of an Award that are affected by the event.
Notwithstanding the
foregoing, in the case of Incentive Stock Options, any such
adjustments shall,
to the extent practicable, be made in a manner consistent with the
requirements
of Section 424(a) of the Code.
4.3
Anti-Dilution. Notwithstanding anything contained in the Plan to
cover
the contrary, including any adjustments discussed in this Section
4, the maximum
aggregate number of shares of Common Stock that may be issued and
sold under all
Awards granted under the Plan shall be anti-dilutive in the event
of a reverse
stock split by the Company and shall not result in any reduction in
the number
of shares available and authorized under the Plan at the effective
time of such
reverse stock split(s).
5.
Participation and Awards.
5.1
Designations of Participants. All Eligible Persons are eligible to
be
designated by the Committee to receive Awards and become
Participants under the
Plan. The Committee has the authority, in its discretion, to
determine and
designate from time to time those Eligible Persons who are to be
granted Awards,
the types of Awards to be granted and the number of shares of
Common Stock or
units subject to Awards granted under the Plan. In selecting
Eligible Persons to
be Participants and in determining the type and amount of Awards to
be granted
under the Plan, the Committee shall consider any and all factors
that it deems
relevant or appropriate.
<PAGE>
5.2
Determination of Awards. The Committee shall determine the terms
and
conditions of all Awards granted to Participants in accordance with
its
authority under Section 3.2 hereof. An Award may consist of one
type of right or
benefit hereunder or of two or more such rights or benefits granted
in tandem or
in the alternative. In the case of any fractional share or unit
resulting from
the grant, vesting, payment or crediting of dividends or dividend
equivalents
under an Award, the Committee shall have the discretionary
authority to (i)
disregard such fractional share or unit, (ii) round such fractional
share or
unit to the nearest lower or higher whole share or unit, or (iii)
convert such
fractional share or unit into a right to receive a cash payment. To
the extent
deemed necessary by the Committee, an Award shall be evidenced by
an Award
Agreement as described in Section 11.1 hereof.
6.
Stock Options.
6.1
Grant of Stock Options. A Stock Option may be granted to any
Eligible
Person selected by the Committee. Subject to the provisions of
Section 6.8
hereof and Section 422 of the Code, each Stock Option shall be
designated, in
the discretion of the Committee, as an Incentive Stock Option or as
a
Nonqualified Stock Option.
6.2
Exercise Price. The exercise price per share of a Stock Option
shall
not be less than 85 percent of the Fair Market Value of the shares
of Common
Stock on the Date of Grant, provided that the Committee may in its
discretion
specify for any Stock Option an exercise price per share that is
higher than the
Fair Market Value on the Date of Grant, except that the price shall
not be less
than 110 percent of the Fair Market Value in the case of any person
who owns
securities possessing more than 10 percent of the total combined
voting power of
all classes of securities of the Company.
6.3
Vesting of Stock Options. The Committee shall in its discretion
prescribe the time or times at which, or the conditions upon which,
a Stock
Option or portion thereof shall become vested and/or exercisable,
and may
accelerate the vesting or exercisability of any Stock Option at any
time,
provided, however, that any Stock Option shall vest at the rate of
at least
twenty percent (20%) per year over five (5) years from the date the
Stock Option
is granted, subject to reasonable conditions as may be provided for
in the Award
Agreement. However, in the case of a Stock Option granted to
officers,
Non-employee Directors, managers or Consultants of the Company, the
Stock Option
may become fully exercisable, subject to reasonable conditions, at
anytime or
during any period established by the Company. The requirements for
vesting and
exercisability of a Stock Option may be based on the continued
Service of the
Participant with the Company or its Affiliates for a specified time
period (or
periods) or on the attainment of specified performance goals
established by the
Committee in its discretion.
6.4
Term of Stock Options. The Committee shall in its discretion
prescribe
in an Award Agreement the period during which a vested Stock Option
may be
exercised, provided that the maximum term of a Stock Option shall
be ten years
from the Date of Grant. Except as otherwise provided in this
Section 6 or as
otherwise may be provided by the Committee, no Stock Option issued
to an
employee or a Non-Employee Director of the Company may be exercised
at any time
during the term thereof unless the employee or a Non-Employee
Director
Participant is then in the Service of the Company or one of its
Affiliates.
6.5
Termination of Service. Subject to Section 6.8 hereof with respect
to
Incentive Stock Options, the Stock Option of any Participant whose
Service with
the Company or one of its Affiliates is terminated for any reason
shall
terminate on the earlier of (A) the date that the Stock Option
expires in
accordance with its terms or (B) unless otherwise provided in an
Award
Agreement, and except for termination for cause (as described in
Section 10.2
hereof), the expiration of the applicable time period following
termination of
Service, in accordance with the following: (1) twelve months if
Service ceased
due to Disability, (2) eighteen months if Service ceased at a time
when the
Participant is eligible to elect immediate commencement of
retirement benefits
at a specified retirement age under a pension plan to which the
Company or any
of its Affiliates had made contributions, (3) eighteen months if
the Participant
died while in the Service of the Company or any of its Affiliates,
or (iv) three
months if Service ceased for any other reason. During the foregoing
applicable
period, except as otherwise specified in the Award Agreement or in
the event
Service was terminated by the death of the Participant, the Stock
Option may be
exercised by such Participant in respect of the same number of
shares of Common
Stock, in the same manner, and to the same extent as if he or she
had remained
in the continued Service of the Company or any Affiliate during the
first three
months of such period; provided that no additional rights shall
vest after such
three months. The Committee shall have authority to determine in
each case
whether an authorized leave of absence shall be deemed a
termination of Service
for purposes hereof, as well as the effect of a leave of absence on
the vesting
and exercisability of a Stock Option. Unless otherwise provided by
the
Committee, if an entity ceases to be an Affiliate of the Company or
otherwise
ceases to be qualified under the Plan or if all or substantially
all of the
assets of an Affiliate of the Company are conveyed (other than by
encumbrance),
such cessation or action, as the case may be, shall be deemed for
purposes
hereof to be a termination of the Service.
<PAGE>
6.6
Stock Option Exercise; Tax Withholding. Subject to such terms
and
conditions as shall be specified in an Award Agreement, a Stock
Option may be
exercised in whole or in part at any time during the term thereof
by notice in
the form required by the Company, together with payment of the
aggregate
exercise price therefor and applicable withholding tax. Payment of
the exercise
price shall be made in the manner set forth in the Award Agreement,
unless
otherwise provided by the Committee: (i) in cash or by cash
equivalent
acceptable to the Committee, (ii) by payment in shares of Common
Stock that have
been held by the Participant for at least six months (or such
period as the
Committee may deem appropriate, for accounting purposes or
otherwise) valued at
the Fair Market Value of such shares on the date of exercise, (iii)
through an
open-market, broker-assisted sales transaction pursuant to which
the Company is
promptly delivered the amount of proceeds necessary to satisfy the
exercise
price, (iv) by a combination of the methods described above or (v)
by such other
method as may be approved by the Committee and set forth in the
Award Agreement.
In addition to and at the time of payment of the exercise price,
the Participant
shall pay to the Company the full amount of any and all applicable
income tax,
employment tax and other amounts required to be withheld in
connection with such
exercise, payable under such of the methods described above for the
payment of
the exercise price as may be approved by the Committee and set
forth in the
Award Agreement.
6.7
Limited Transferability of Nonqualified Stock Options. All
Stock
Options shall be nontransferable except (i) upon the Participant's
death, in
accordance with Section 11.2 hereof or (ii) in the case of
Nonqualified Stock
Options only, for the transfer of all or part of the Stock Option
to a
Participant's "family member" (as defined for purposes of the Form
S-8
registration statement under the Securities Act of 1933), as may be
approved by
the Committee in its discretion at the time of proposed transfer.
The transfer
of a Nonqualified Stock Option may be subject to such terms and
conditions as
the Committee may in its discretion impose from time to time.
Subsequent
transfers of a Nonqualified Stock Option shall be prohibited other
than in
accordance with Section 11.2
