UNICO,
INCORPORATED
STOCK COMPENSATION
PLAN FOR EMPLOYEES,
OFFICERS, DIRECTORS
AND CONSULTANTS
1.
PURPOSE
. The purpose of this
Compensation Plan for Employees, Officers, Directors and
Consultants (the “Plan”) is to assist Unico,
Incorporated (the “Company”) and its subsidiaries in
attracting, motivating, retaining and rewarding high-quality
executives and other employees, officers, directors and independent
consultants and/or advisors enabling such persons to acquire or
increase a proprietary interest in the Company in order to
strengthen the mutuality of interests between such persons and the
Company's stockholders, and providing such persons with performance
incentives to expend their maximum efforts in the creation of
shareholder value.
2.
ELIGIBLE
PERSONS . The
only persons eligible to receive stock awards under this Plan and
to become participants under this Plan (“Eligible
Persons”) shall be: (a) officers, directors and employees of
the Company and/or one or more of its subsidiaries, and (b)
independent contractors who serve as consultants or advisors to the
Company and/or one or more of its subsidiaries. Furthermore,
shares of the Company’s common stock and other stock awards
under this Plan shall only be available for issuance to consultants
or advisors if:
(a)
The consultants or
advisors are natural persons;
(b)
The consultants or
advisors provide bona fide services to the Company and/or one or
more of its subsidiaries; and
(c)
The services provided by
the consultants or advisors are not in connection with the offer or
sale of securities in a capital-raising transaction, and do not
directly or indirectly promote or maintain a market for the
Company’s securities.
3.
ADMINISTRATION
. This Plan shall not
become effective until it is approved by the Company’s Board
of Directors. Once the Plan has been approved by the
Company’s Board of Directors, the Plan shall be administered
by a compensation committee (“Committee”) consisting of
at least one person to be appointed by the Board of Directors, or
in the absence of such a Committee, the Plan shall be administered
by the Board of Directors. References herein to
“Committee” shall be deemed to refer to the
Company’s Board of Directors at any time there is no
Committee appointed. The Committee shall have full and final
authority, in each case subject to and consistent with the
provisions of the Plan, to select Eligible Persons to become
participants under the Plan, grant stock awards to those
participants, determine the terms and conditions of, and all other
matters relating to awards of Company stock under the Plan, and
rules and regulations for the administration of the Plan, construe
and interpret the Plan and correct defects, supply omissions or
reconcile inconsistencies therein, and to make all other decisions
and determinations as the Committee may deem necessary or advisable
for the administration of the Plan. The Committee shall be
entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any other officer or
employee of the Company or a subsidiary, the Company’s
independent auditors, consultants or any other agents assisting in
the administration of the Plan. The Committee and members of
the Board of Directors, and any officer or employee of the Company
or a subsidiary acting at the direction or on behalf of the
Committee shall not be personally liable for any action or
determination taken or made in good faith with respect to the Plan,
and shall, to the extent permitted by law, be fully indemnified and
protected by the Company with respect to such action or
determination.
4.
STOCK SUBJECT TO
PLAN; OVERALL NUMBER OF SHARES SUBJECT TO AWARDS
. Subject to adjustment
as provided herein, the total number of shares of Company common
stock that may be subject to the granting of stock awards under the
Plan at any point in time during the term of the Plan shall be
equal to 200,000,000 shares. Any shares of common stock
delivered under the Plan may consist, in whole or in part, of
authorized and unissued shares or treasury shares. The number
of shares authorized under this Plan shall be subject to adjustment
in the event that any dividend or other distribution (whether in
the form of cash, stock or other property), recapitalization,
forward or reverse stock split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange,
liquidation, dissolution or other similar corporate transaction or
event that affects the Company’s common stock such that an
adjustment is determined by the Board of Directors of the Company
to be appropriate in order to prevent dilution or enlargement of
the rights of participants under the Plan. In its discretion,
the Board shall, in such manner as it may deem equitable, adjust
any or all of: (a) the number of shares of stock which may be
delivered in connection with stock awards granted thereafter; (b)
the exercise price, grant price or purchase price relating to any
stock award and/or make provision for payment of cash or other
property in respect of any outstanding stock award.
5.
ELIGIBILITY;
PER-PERSON AWARD LIMITATIONS . Stock awards may be granted
under the Plan only to Eligible Persons. There shall be no
limitation on the number of shares of the Company’s common
stock that an Eligible Person may receive as a stock award under
the Plan during any particular fiscal year of the Company, except
that the total number of shares of the Company’s common stock
that may be issued pursuant to the Plan shall not exceed
200,000,000.
6.
SPECIFIC TERMS OF
AWARDS .
(a) GENERAL .
Awards may be granted on the terms and conditions set forth
in this Section 6. In addition, the Committee may impose on any
Award or the exercise thereof, at the date of grant or thereafter
(subject to Section 9(b)), such additional terms and conditions,
not inconsistent with the provisions of the Plan, as the Committee
shall determine, including terms requiring forfeiture of awards in
the event of termination of employment by the participant and terms
permitting a participant to make elections relating to his or her
award. The Committee shall retain full power and discretion to
accelerate, waive or modify, at any time, any term or condition of
an award that is not mandatory under the Plan. Except in cases in
which the Committee is authorized to require other forms of
consideration under the Plan, or to the extent other forms of
consideration must be paid to satisfy the requirements of Arizona
law, no consideration other than services may be required for the
grant of any award.
(b) OPTIONS .
The Committee is authorized to grant non-qualified options to
participants on the following terms and conditions:
(i) EXERCISE
PRICE . The exercise price per share of stock purchasable
under an option shall be determined by the Committee. The exercise
price may be less than the fair market value of a share of stock on
the date of grant of such option.
(ii) TIME AND METHOD
OF EXERCISE . The Committee shall determine the time or
times at which or the circumstances under which an option may be
exercised in whole or in part (including based on achievement of
performance goals and/or future
2
service requirements),
the time or times at which options shall cease to be or become
exercisable following termination of employment or upon other
conditions, the methods by which such exercise price may be paid or
deemed to be paid, the form of such payment, including, without
limitation, cash, stock, other awards granted under other plans of
the Company or any subsidiary, or other property (including notes
or other contractual obligations of participants to make payment on
a deferred basis), and the methods by or forms in which stock will
be delivered or deemed to be delivered to participants.
(iii) NON-QUALIFIED
STOCK OPTIONS . All options granted under this Plan shall
be non-qualified options. This Plan does not provide
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