Exhibit 99.1
ANGEL.COM INCORPORATED
2009 STOCK INCENTIVE
PLAN
The purpose of this 2009 Stock
Incentive Plan (the “Plan”) of Angel.com Incorporated,
a Delaware corporation (the “Company”), is to advance
the interests of the Company’s stockholders by enhancing the
Company’s ability to attract, retain and motivate persons who
make (or are expected to make) important contributions to the
Company by providing such persons with equity ownership
opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the
Company’s stockholders. Except where the context otherwise
requires, the term “Company” shall include any of the
Company’s successors.
All of the Company’s
employees, officers, directors, consultants and advisors are
eligible to be granted options, restricted stock awards and other
stock-based awards (each, an “Award”) under the Plan.
Each person who has been granted an Award under the Plan shall be
deemed a “Participant”.
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3.
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Administration and Delegation
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(a) Administration by Board of
Directors . The Plan will be administered by the Board of
Directors of the Company (the “Board”). The Board shall
have authority to grant Awards and to adopt, amend and repeal such
administrative rules, guidelines and practices relating to the Plan
as it shall deem advisable. The Board may construe and interpret
the terms of the Plan and any Award agreements entered into under
the Plan. The Board may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Award in the manner
and to the extent it shall deem expedient to carry the Plan into
effect and it shall be the sole and final judge of such expediency.
All decisions by the Board shall be made in the Board’s sole
discretion and shall be final and binding on all persons having or
claiming any interest in the Plan or in any Award. No director or
person acting pursuant to the authority delegated by the Board
shall be liable for any action or determination relating to or
under the Plan made in good faith.
(b) Appointment of Committees
. To the extent permitted by applicable law, the Board may delegate
any or all of its powers under the Plan to one or more committees
or subcommittees of the Board (a “Committee”). All
references in the Plan to the “Board” shall mean the
Board or a Committee of the Board or the executive officers
referred to in Section 3(c) to the extent that the
Board’s powers or authority under the Plan have been
delegated to such Committee or executive officers.
(c) Delegation to Executive
Officers . To the extent permitted by applicable law, the Board
may delegate to one or more executive officers of the Company the
power to grant Awards (subject to any limitations under the Plan)
to employees or officers of the Company and to exercise such other
powers under the Plan as the Board may determine, provided that the
Board shall fix the
terms of the Awards to be granted by such
executive officers (including the exercise price of such Awards,
which may include a formula by which the exercise price will be
determined) and the maximum number of shares subject to Awards that
the executive officers may grant.
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4.
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Stock
Available for Awards .
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(a) Number of Shares .
Subject to adjustment under Section 8, Awards may be made
under the Plan for up to 1,500,000 shares of class A common stock,
$0.001 par value per share, of the Company (the “Common
Stock”), provided that Awards may not be made for more than
750,000 shares of Common Stock in the aggregate per calendar year
to any single Participant. If any Award expires or is terminated,
surrendered or canceled without having been fully exercised, is
forfeited in whole or in part (including as the result of shares of
Common Stock subject to such Award being repurchased by the Company
at the original issuance price pursuant to a contractual repurchase
right), or results in any Common Stock not being issued, the unused
Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan. Further, shares of Common Stock
tendered to the Company by a Participant to exercise an Award shall
be added to the number of shares of Common Stock available for the
grant of Awards under the Plan. However, in the case of Incentive
Stock Options (as hereinafter defined), the foregoing provisions
shall be subject to any limitations under the Internal Revenue Code
of 1986, as amended, and any regulations promulgated thereunder
(the “Code”). Shares issued under the Plan may consist
in whole or in part of authorized but unissued shares or treasury
shares.
(b) Substitute Awards . In
connection with a merger or consolidation of an entity with the
Company where the Company is the surviving entity or the
acquisition by the Company of property or stock of an entity, the
Board may grant Awards in substitution for any options or other
stock or stock-based awards granted by such entity or an affiliate
thereof. Substitute Awards may be granted on such terms as the
Board deems appropriate in the circumstances, notwithstanding any
limitations on Awards contained in the Plan. Substitute Awards
shall not count against the overall share limit set forth in
Section 4(a), except as may be required by reason of
Section 422 and related provisions of the Code.
(a) General . The Board may
grant options to purchase Common Stock (each, an
“Option”) and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each
Option and the conditions and limitations applicable to the
exercise of each Option, including conditions relating to
applicable federal or state securities laws, as it considers
necessary or advisable. An Option that is not intended to be an
Incentive Stock Option (as hereinafter defined) shall be designated
a “Nonstatutory Stock Option”.
(b) Incentive Stock Options .
An Option that the Board intends to be an “incentive stock
option” as defined in Section 422 of the Code (an
“Incentive Stock Option”) shall only be granted to
employees of the Company, and shall be subject to and shall be
construed consistently with the requirements of Section 422 of
the Code. The Company shall have no liability to a Participant, or
any other party, if an Option (or any part thereof) that is
intended to be an Incentive Stock Option is not an Incentive Stock
Option or for any action taken by the Board, including without
limitation the conversion of an Incentive Stock Option to a
Nonstatutory Stock Option.
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(c) Exercise Price . The
Board shall establish the exercise price at the time each Option is
granted and specify the exercise price in the applicable option
agreement.
(d) Duration of Options .
Each Option shall be exercisable at such times and subject to such
terms and conditions as the Board may specify in the applicable
option agreement.
(e) Exercise of Option .
Options may be exercised by delivery to the Company of a written
notice of exercise signed by the proper person or by any other form
of notice (including electronic notice) approved by the Board
together with payment in full as specified in Section 5(f) for
the number of shares for which the Option is exercised. Shares of
Common Stock subject to the Option will be delivered by the Company
as soon as reasonably practicable following exercise.
(f) Payment Upon Exercise.
Common Stock purchased upon the exercise of an Option granted under
the Plan shall be paid for as follows:
(1) in cash or by check, payable to
the order of the Company;
(2) if the Common Stock is
registered under the Exchange Act and to the extent either provided
for in the applicable option agreement or approved by the Board, in
its sole discretion, by (i) delivery of an irrevocable and
unconditional undertaking by a creditworthy broker to deliver
promptly to the Company sufficient funds to pay the exercise price
and any required tax withholding or (ii) delivery by the
Participant to the Company of a copy of irrevocable and
unconditional instructions to a creditworthy broker to deliver
promptly to the Company cash or a check sufficient to pay the
exercise price and any required tax withholding;
(3) if the Common Stock is
registered under the Exchange Act and to the extent either provided
for in the applicable option agreement or approved by the Board, in
its sole discretion, by delivery (either by actual delivery or
attestation) of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner
approved by) the Board in good faith (“Fair Market
Value”), provided (i) such method of payment is then
permitted under applicable law, (ii) such Common Stock, if
acquired directly from the Company, was owned by the Participant
for such minimum period of time, if any, as may be established by
the Board in its discretion and (iii) such Common Stock is not
subject to any repurchase, forfeiture, unfulfilled vesting or other
similar requirements;
(4) to the extent permitted by
applicable law and provided for in the applicable option agreement
or approved by the Board, in its sole discretion, by
(i) delivery of an interest-bearing promissory note of the
Participant to the Company on terms determined by the Board, or
(ii) payment of such other lawful consideration as the Board
may determine; or
(5) by any combination of the above
permitted forms of payment.
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(a) General . The Board may
grant Awards entitling recipients to acquire shares of Common Stock
(“Restricted Stock”), subject to the right of the
Company to repurchase all or part of such shares at the issue
price, fair market value, formula price or other price provided by
the terms of the applicable Award (or to require forfeiture of such
shares if issued at no cost) from the recipient in the event that
conditions specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction period or
periods established by the Board for such Award.
(b) Terms and Conditions .
The Board shall determine the terms and conditions of any such
award of Restricted Stock, including the conditions for vesting and
repurchase (or forfeiture) and the issue price, if any.
(c) Additional Provisions
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(1) Dividends . Participants
holding shares of a Restricted Stock will be entitled to all
ordinary cash dividends paid with respect to such shares, unless
otherwise provided by the Board. Unless otherwise provided by the
Board, if any dividends or distributions are paid in shares, or
consist of a dividend or distribution to holders of Common Stock
other than an ordinary cash dividend, the shares, cash or other
property will be subject to the same restrictions on
transferability and forfeitability as the shares of Restricted
Stock with respect to which they were paid. Each dividend payment
to a Participant will be made no later than the end of the calendar
year in which the dividends are paid to shareholders of that class
of stock or, if such dividend is paid to a Participant later, then
no later than the 15th day of the third month following the date
the dividends are paid to shareholders of that class of
stock.
(2) Stock Certificates . Any
stock certificates issued in respect of shares of Restricted Stock
shall be registered in the name of the Participant and, unless
otherwise determined by the Board, be deposited in