Exhibit 10.49
180 CONNECT INC.
AMENDED AND RESTATED EQUITY PLAN FOR NON-EMPLOYEE
DIRECTORS
1. Purpose. The 180
Connect Inc. Equity Plan for Non-Employee Directors is intended to
enhance the ability of the Company to attract and retain high
quality individuals to serve as members of the Board and to promote
a greater alignment of interests between non-employee members of
the Board and the stockholders of the Company.
2. Definitions. As used
in the Plan, the following terms have the respective
meanings:
(a) “2008 Meeting” means
the regularly scheduled 2008 annual meeting of the Company’s
stockholders.
(b) “Annual Grant” means
the annual equity award granted to an Eligible Director pursuant to
Section 6(b) of the Plan.
(c) “Award” means an
award of Share Units, Dividend Equivalents or Shares granted under
the Plan.
(d) “Board” means the
Board of Directors of the Company.
(e) A “Change in Control”
means the first to occur of the following: any (1) person or
group (as defined herein) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing 35% or more of the combined voting power of the
Company’s then outstanding securities (other than the Company
or any employee benefit plan of the Company; and, for purposes of
the Plan, no Change in Control shall be deemed to have occurred as
a result of the “beneficial ownership,” or changes
therein, of the Company’s securities by either of the
foregoing) or (2) there shall be consummated (a) any
consolidation or merger of the Company in which the Company is not
the surviving or continuing corporation or pursuant to which shares
of Common Stock would be converted into or exchanged for cash,
securities or other property, other than a merger of the Company in
which the holders of Common Stock immediately prior to the merger
have, directly or indirectly, at least a 65% ownership interest in
the outstanding common stock of the surviving corporation
immediately after the merger, or (b) any sale, exchange
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or other
transfer (in one transaction or a series of related transactions)
of all, or substantially all, of the assets of the Company other
than any such transaction with entities in which the holders of
Common Stock, directly or indirectly, have at least a 65% ownership
interest. A “Change in Control” shall not include any
transaction that would not be considered a change in the ownership
or effective control of the Company, or in the ownership of a
substantial portion of the assets of the Company, for purposes of
Section 409A of the Code.
(f) “Common Stock” means
a share of Company common stock, par value $0.0001.
(g) “Company” means 180
Connect Inc.
(h) “Dividend Equivalent”
means a bookkeeping entry, whereby each Eligible Director’s
account is credited with additional Share Units as of the date a
dividend is paid with respect to a Share in accordance with
Section 6.
(i) “Effective Date”
means November 12, 2007.
(j) “Eligible Director”
means any director of the Company who is neither an employee nor an
officer (other than the holding of a Board office) of the Company
or any affiliate of the Company.
(k) “Exchange Act” means
the Securities Exchange Act of 1934, as amended.
(l) “Fair Market Value”
on a particular date means the closing price of a Share on that
date as reported on the American Stock Exchange or such other stock
exchange on which the Shares are listed or traded (or, if such
exchange is not open on such date, the immediately preceding date
on which such exchange is open), or, if the Shares are not so
listed or traded, the Fair Market Value shall be determined by the
Board in good faith.
(m) “Initial Grant” means
the initial equity award granted to an Eligible Director pursuant
to Section 6(a) of the Plan.
(n) “Plan” means this 180
Connect Inc. Equity Plan for Non-Employee Directors, as it may be
amended from time to time.
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(o) “Share” means a share
of Common Stock.
(p) “Share Unit” means a
bookkeeping entry, equivalent in value to a Share, credited to the
account of an Eligible Director pursuant to Section 6. Each
Share Unit represents a right to receive the value of one Share (or
fraction thereof) upon the terms and conditions set forth in the
Plan.
3. Effective Date. The
Plan shall be effective as of the Effective Date.
4. Administration. The
Plan shall be administered by the Board. The Board is authorized to
interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the
administration of the Plan. The Board may correct any defect or
supply any omission or reconcile any inconsistency in the Plan in
the manner and to the extent the Board deems necessary or
desirable. Any decision of the Board in the interpretation and
administration of the Plan, as described herein, shall lie within
the Board’s sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned.
5. Shares Available Under
the Plan . There is hereby reserved for issuance under the Plan
600,000 shares of Common Stock. If there is (i) a lapse,
expiration, termination, forfeiture or cancellation of any Award
outstanding under this Plan prior to the issuance of Shares
thereunder or (ii) a forfeiture of any Shares subject to
Awards granted under this Plan prior to vesting or settlement, then
the Shares subject to these Awards shall be available for future
grant under the Plan. Shares covered by an Award granted under the
Plan shall not be counted as used unless and until they are
actually issued and delivered to a participant in the Plan. All
Shares issued under the Plan may be either authorized and unissued
Shares or issued Shares reacquired by the Company.
6. Equity Awards.
(a) Initial Grants .
Individuals who become Eligible Directors during the 2007 calendar
year but before the Effective Date shall be granted, on the
Effective Date, an Initial Grant of Share Units having a value
equal to $50,000. Each individual who becomes an Eligible Director
thereafter shall receive, on the date that such individual becomes
an Eligible Director, an Initial Grant under this Section 6(a) of
the Plan of Share
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Units having a
value equal to $50,000. The number of Share Units (including
fractional Share Units) to be credited as of the date of grant
shall be determined by dividing the value of the grant as provided
herein by the Fair Market Value of a Share on the date of grant.
The value of such Share Units will be credited to an account
maintained for the Eligible Director on the books of the Company.
An Eligible Director’s account shall be credited with
Dividend Equivalents when dividends (excluding stock dividends, but
including dividends paid in cash) are paid on Shares, with the
number of additional Share Units so credited equaling (i) the
product of the Share Units then in the account multiplied by the
amount of such dividend on a per Share basis divided by
(ii) the Fair Market Value of a Share on the dividend payment
date.
(b) Annual Grants . Effective
for calendar years beginning on and after January 1, 2008,
each Eligible Dire
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