DORAL ENERGY CORP.
2009 STOCK INCENTIVE
PLAN
ARTICLE 1.
THE PLAN
1.1 Title
This plan is entitled the
“2009 Stock Incentive Plan” (the "Plan") of Doral
Energy Corp., a Nevada corporation (the
"Company”).
1.2 Purpose
The purpose of the Plan is to
enhance the long-term stockholder value of the Company by offering
opportunities to directors, officers, employees and eligible
consultants of the Company and any Related Company, as defined
below, to acquire and maintain stock ownership in the Company in
order to give these persons the opportunity to participate in the
Company's growth and success, and to encourage them to remain in
the service of the Company or a Related Company.
ARTICLE 2.
DEFINITIONS
The following terms will have the
following meanings in the Plan:
"Award"
means any Option Award or Stock
Award.
"Board"
means the Board of Directors of the
Company.
"Cause , " unless otherwise defined in the
instrument evidencing the award or in an employment or services
agreement between the Company or a Related Company and a
Participant, means a material breach of the employment or services
agreement, dishonesty, fraud, misconduct, unauthorized use or
disclosure of confidential information or trade secrets, or
conviction or confession of a crime punishable by law (except minor
violations), in each case as determined by the Plan Administrator,
and its determination shall be conclusive and binding.
"Code" means the Internal Revenue Code of 1986, as
amended from time to time.
"Common Stock"
means the shares of common stock,
par value $0.001 per share, of the Company.
“Consultant” means any consultant, agent, advisor or
independent contractor who provides services to the Company or a
Related Company, but does not include an officer, director or
employee of the Company.
"Consultant
Participant" means a
Participant who is defined as a Consultant Participant in Article
5.
"Corporate
Transaction," unless
otherwise defined in the instrument evidencing the Award or in a
written employment or services agreement between the Company or a
Related Company and a Participant, means consummation of
either:
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(a)
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a merger or consolidation of the
Company with or into any other corporation, entity or person
or
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(b)
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a sale, lease, exchange or other
transfer in one transaction or a series of related transactions of
all or substantially all the Company's outstanding securities or
all or substantially all the Company's assets; provided, however,
that a Corporate Transaction shall not include a Related Party
Transaction.
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"Disability
, " unless otherwise defined
by the Plan Administrator, means a mental or physical impairment of
the Participant that is expected to result in death or that has
lasted or is expected to last for a continuous period of twelve
(12) months or more and that causes the Participant to be unable,
in the opinion of the Company, to perform his or her duties for the
Company or a Related Company and to be engaged in any substantial
gainful activity.
"Employment Termination
Date" means, with respect
to a Participant, the first day upon which the Participant no
longer has an employment or service relationship with the Company
or any Related Company.
"Exchange Act"
means the Securities Exchange Act of
1934, as amended.
"Fair Market Value"
means the per share value of the
Common Stock determined as follows:
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(a)
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if the Common Stock is listed on
an established stock exchange or exchanges or the NASDAQ National
Market, the lesser of (i) the closing price per share on the date
immediately preceding the Grant Date, or (ii) the average closing
price per share as quoted on the principal exchange on which the
Common Stock is traded or as reported by the NASDAQ National
Market, as the case may be, during the ten (10) trading days
immediately preceding the Grant Date;
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(b)
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if the Common Stock is not then
listed on an exchange or the NASDAQ National Market, but is quoted
on the NASDAQ Capital Market, the OTC Bulletin Board service or the
Pink Sheets, the lesser of (i) the closing price per share on the
date immediately preceding the Grant Date, or (ii) the average of
the closing bid and ask prices per share for the Common Stock as
quoted by the NASDAQ Capital Market, the OTC Bulletin Board or the
Pinks Sheets, as the case may be, during the ten (10) trading days
immediately preceding the Grant Date; or
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(c)
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if there is no such reported
market for the Common Stock for the date in question, then an
amount determined in good faith by the Plan
Administrator.
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"Grant Date"
means the date on which the Plan
Administrator completes the corporate action relating to the grant
of an Award or such later date specified by the Plan Administrator,
and on which all conditions precedent to the grant have been
satisfied, provided that conditions to the exercisability or
vesting of Awards shall not defer the Grant Date.
"Incentive Stock
Option" means an Option
Award granted with the intention, as reflected in the instrument
evidencing the Option, that it qualify as an "incentive stock
option" as that term is defined in Section 422 of the
Code.
"Non-Qualified Stock
Option" means an Option
Award other than an Incentive Stock Option.
"Option Award"
means an Incentive Stock Option or
Non-Qualified Stock Option granted under the Plan.
"Option Expiration
Date" has the meaning set
forth in Article 7.6.
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"Option
Term" has the meaning set
forth in Article 7.3.
"Participant"
means the person to whom an Award is
granted and who meets the eligibility requirements imposed by
Article 5, including Consultant Participants, as defined in Article
5.
"Plan
Administrator" has the
meaning set forth in Article 3.1.
"Related Company"
means any entity that is a
subsidiary or parent of the Company.
"Related Party
Transaction" means (a) a
merger or consolidation of the Company in which the holders of
shares of Common Stock immediately prior to the merger hold at
least a majority of the shares of Common Stock in the Successor
Corporation immediately after the merger; (b) a sale, lease,
exchange or other transaction in one transaction or a series of
related transactions of all or substantially all the Company's
assets to a wholly-owned subsidiary corporation; (c) a mere
reincorporation of the Company; or (d) a transaction undertaken for
the sole purpose of creating a holding company that will be owned
in substantially the same proportion by the persons who held the
Company's securities immediately before such
transaction.
"Retirement
, " unless otherwise defined
by the Plan Administrator from time to time for purposes of the
Plan, means retirement on or after the individual's normal
retirement date under the Company's 401(k) plan or other similar
successor plan applicable to salaried employees.
"Securities Act"
means the Securities Act of 1933, as
amended.
"Stock Award"
means an Award of shares of Common
Stock or units denominated in Common Stock granted under Article 9,
the rights of ownership of which may be subject to restrictions
prescribed by the Plan Administrator.
"Successor
Corporation" has the
meaning set forth in Article 12.3.
ARTICLE 3.
ADMINISTRATION
3.1 Plan
Administrator
The Plan shall be administered by
the Board or a committee appointed by, and consisting of two or
more members of, the Board (the "Plan Administrator"). If and so
long as the Common Stock is registered under Section 12(b) or 12(g)
of the Exchange Act, the Board shall consider in selecting the
members of any committee acting as Plan Administrator, with respect
to any persons subject or likely to become subject to Section 16 of
the Exchange Act, the provisions regarding (a) "outside directors"
as contemplated by Section 162(m) of the Code and (b) "Non-Employee
Directors" as contemplated by Rule 16b-3 under the Exchange Act.
Committee members shall serve for such term as the Board may
determine, subject to removal by the Board at any time. If, any
time, no committee has been appointed to administer the Plan, then
the Board will be the Plan Administrator.
3.2 Administration and
Interpretation by Plan Administrator
Except for the terms and
conditions explicitly set forth in the Plan, the Plan Administrator
shall have exclusive authority, in its discretion, to determine all
matters relating to Awards under the Plan, including the selection
of individuals to be granted Awards, the type of Awards, the number
of shares of Common Stock subject to an Award, all terms,
conditions, restrictions and limitations, if any, of an Award and
the terms of any instrument that evidences the Award. The Plan
Administrator shall also have exclusive authority to interpret the
Plan and the terms of any instrument evidencing the Award and may
from time to time adopt and change rules and
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regulations
of general application for the Plan's administration. The Plan
Administrator's interpretation of the Plan and its rules and
regulations, and all actions taken and determinations made by the
Plan Administrator pursuant to the Plan, shall be conclusive and
binding on all parties involved or affected. The Plan Administrator
may delegate administrative duties to such of the Company's
officers as it so determines.
ARTICLE 4.
STOCK SUBJECT TO THE PLAN
4.1 Authorized Number of
Shares
Subject to adjustment from time
to time as provided in this Article 4.1 and in Article 12.1, the
maximum aggregate number of shares of Common Stock available for
issuance under the Plan shall be 1,700,000 shares. At any time
after August 1, 2009, and from time to time thereafter, the Board
may increase the maximum aggregate number of shares of Common Stock
available for issuance under the Plan, provided that the maximum
aggregate number of shares of Common Stock that may be issued under
the Plan shall at no time be greater than 10% of the total number
of shares of Common Stock outstanding.
4.2 Reuse of
Shares
Any shares of Common Stock that
have been made subject to an Award that cease to be subject to the
Award (other than by reason of exercise or settlement of the Award
to the extent it is exercised for or settled in shares) shall again
be available for issuance in connection with future grants of
Awards under the Plan. In the event shares issued under the Plan
are reacquired by the Company pursuant to any forfeiture provision
or right of repurchase, such shares shall again be available for
the purposes of the Plan; provided, however, that the maximum
number of shares that may be issued upon the exercise of Incentive
Stock Options shall equal the share number stated in Article 4.1,
subject to adjustment from time to time as provided in Article 4.1
and in Article 12.1.
ARTICLE 5.
ELIGIBILITY
5.1 Eligible
Participants
An Award may be granted to any
officer, director or employee of the Company or a Related Company
that the Plan Administrator from time to time selects. An Award may
also be granted to any consultant, agent, advisor or independent
contractor who provides services to the Company or any Related
Company (a “Consultant Participant”), so long as such
Consultant Participant (a) is a natural person; (b) renders bona
fide services that are not in connection with the offer and sale of
the Company's securities in a capital-raising transaction; and (c)
does not directly or indirectly promote or maintain a market for
the Company's securities.
ARTICLE 6.
AWARDS
6.1 Form and Grant of
Awards
The Plan Administrator shall have
the authority, in its sole discretion, to determine the type or
types of Awards to be granted under the Plan. Awards may be granted
singly or in combination with other Awards under the
Plan.
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6.2
Settlement of Awards
The Company may settle Awards
through the delivery of shares of Common Stock, the granting of
replacement Awards or any combination thereof as the Plan
Administrator shall determine. Any Award settlement, including
payment deferrals, may be subject to such conditions, restrictions
and contingencies as the Plan Administrator shall determine. The
Plan Administrator may permit or require the deferral of any Award
payment, subject to such rules and procedures as it may establish,
which may include provisions for the payment or crediting of
interest, or dividend equivalents, including converting such
credits into deferred stock equivalents.
ARTICLE 7.
OPTION AWARDS
7.1 Grant of
Options
The Plan Administrator shall have
the authority, in its sole discretion, to grant Option Awards to
Participants as Incentive Stock Options or as Non-Qualified Stock
Options, which shall be appropriately designated.
7.2 Option Exercise
Price
The exercise price for shares
purchased under an Option Award shall be as determined by the Plan
Administrator, provided that the exercise price for Option Awards
granted to Participants shall not be less than:
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(a)
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the minimum exercise price
required by Article 8.3 with respect to Incentive Stock Options;
and
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(b)
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85% of the Fair Market Value of
the Common Stock on the Grant Date with respect to Non-Qualified
Stock Options.
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7.3 Term of
Options
Subject to earlier termination in
accordance with the terms of the Plan and the instrument evidencing
the Option Award, the maximum term of an Option Award (the "Option
Term") shall be as established for that Option Award by the Plan
Administrator or, if not so established, shall be ten (10) years
from the Grant Date.
7.4 Exercise of
Options
The Plan Administrator shall
establish and set forth in each instrument that evidences an Option
Award the time at which, or the installments in which, the Option
Award shall vest and become exercisable, any of which provisions
may be waived or modified by the Plan Administrator at any
time.
The Plan Administrator, in its
sole discretion, may adjust the vesting schedule of an Option Award
held by a Participant who works less than "full-time" as that term
is defined by the Plan Administrator or who takes a
Company-approved leave of absence.
To the extent an Option Award has
vested and become exercisable, the Option Award may be exercised in
whole or from time to time in part by delivery to the Company of a
written stock option exercise agreement or notice, in a form and in
accordance with procedures established by the Plan Administrator,
setting forth the number of shares with respect to which the Option
Award is being exercised, the restrictions imposed on the shares
purchased under such exercise agreement, if any, and such
representations and agreements as may be required by the
Plan
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Administrator, accompanied by payment in full as
described in Article 7.5. An Option Award may be exercised only for
whole shares and may not be exercised for less than a reasonable
number of shares at any one time, as determined by the Plan
Administrator.
7.5 Payment of Exercise
Price
The exercise price for shares
purchased under an Option Award shall be paid in full to the
Company by the delivery of consideration equal to the product of
the Option Award exercise price and the number of shares purchased.
Such consideration must be paid before the Company will issue the
shares being purchased and must be delivered in the form of a check
or bank draft or other method of payment or some combination
thereof as the Plan Administrator may determine is acceptable for
that purchase.
7.6 Post-Termination
Exercises
The Plan Administrator shall
establish and set forth, in each instrument that evidences an
Option Award, whether the Option Award shall continue to be
exercisable, and the terms and conditions of such exercise, if the
Participant ceases to be employed by, or to provide services to,
the Company or a Related Company, which provisions may be waived or
modified by the Plan Administrator at any time. If not so
established in the instrument evidencing the Option Award, the
Option Award shall be exercisable according to the following terms
and conditions, which may be waived or modified by the Plan
Administrator at any time:
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(a)
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Except as otherwise set forth in
this Article 7.6, any portion of an Option Award that is not vested
and exercisable on the Employment Termination Date shall expire on
such date.
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(b)
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Any portion of an Option Award
that is vested and exercisable on the Employment Termination Date
shall expire on the earliest to occur of:
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(i)
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if the Participant's Employment
Termination Date occurs by reason of retirement, resignation or for
any other reasons other than for Cause, Disability or death, the
day which is thirty (30) days after such Employment Termination
Date;
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(ii)
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if the Participant's Employment
Termination Date occurs by reason of Disability or death, the day
which is six (6) months after such Employment Termination Date;
and
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(iii)
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the last day of the Option Term
(the "Option Expiration Date").
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Notwithstanding the foregoing, if the
Participant
