AMAZON BIOTECH, INC.
2006 STOCK INCENTIVE PLAN
1.
PURPOSE. The purpose of the 2006 Stock Incentive Plan 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.
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"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 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.
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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.
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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.
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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 hereof.
6.8
Additional Rules for Incentive Stock Options.
(a) Eli
