GHN AGRISPAN HOLDING
COMPANY
2009 STOCK INCENTIVE
PLAN
ARTICLE I --
PREAMBLE
1.1 This GHN Agrispan Holding Company
2009 Stock Incentive Plan is intended to secure for the GHN
Agrispan Holding Company (the “Company”) and its
Affiliates the benefits arising from ownership of the Company's
Common Stock by the Employees, Officers, Directors, Consultants of
the Company and its Affiliates, all of whom are and will be
responsible for the Company's future growth. The Plan is
designed to help attract and retain for the Company and its
Affiliates personnel of superior ability for positions of
exceptional responsibility, to reward Employees, Officers,
Directors and Consultants for their services and to motivate such
individuals through added incentives to further contribute to the
success of the Company and its Affiliates.
1.2 Awards under the Plan may be made
to an Eligible Person in the form of (i) Nonqualified Stock
Options; (ii) Restricted Stock; (iii) Stock Awards; (iv)
Performance Shares; or (v) any combination of the
foregoing.
1.3 The Company’s board of
directors adopted the Plan on September 18, 2009. The
Plan shall be effective September 18, 2009 (the "Effective Date"),
subject to approval by the shareholders of the Company to the
extent necessary to satisfy the requirements of the Code, the Act,
or other applicable federal or state law. Unless sooner
terminated as provided elsewhere in this Plan, this Plan shall
terminate upon the close of business on the day next preceding the
tenth (10th) anniversary of the Effective Date and may be
terminated on any earlier date pursuant to this Section
1.3. Award Agreements outstanding on such date shall
continue to have force and effect in accordance with the provisions
thereof.
1.4 The Plan shall be governed by,
and construed in accordance with, the laws of the State of Nevada
(except its choice-of-law provisions).
1.5 Capitalized terms shall have the
meaning provided in Article II unless otherwise provided in this
Plan or any related Award Agreement.
ARTICLE II --
DEFINITIONS
DEFINITIONS. Except where the context
otherwise indicates, the following definitions apply:
"Act" means the
Securities Exchange Act of 1934, as now in effect or as hereafter
amended.
“Affiliate” means any parent
corporation or subsidiary corporation of the Company, whether now
or hereinafter existing, as those terms are defined in Sections
424(e) and (f), respectively, of the Code.
"Award" means
an award granted to a Participant in accordance with the provisions
of the Plan, including, but not limited to, Stock Options,
Restricted Stock, Stock Awards, Performance Shares, or any
combination of the foregoing.
"Award
Agreement" means the separate written agreement evidencing each
Award granted to a Participant under the Plan.
"Board of
Directors" or “Board” means the board of directors of
the Company, as constituted from time to time.
"Code" means
the Internal Revenue Code of 1986, as amended, and the regulations
and interpretations promulgated thereunder.
"Committee"
means a committee of two or more members of the Board appointed by
the Board in accordance with Section 3.2 of the Plan.
"Common Stock"
means the Company’s common stock, par value $.001 per
share.
"Company" means
GHN Agrispan Holding Company, a Nevada corporation.
“Consultant” means any person,
including an advisor engaged by the Company or an Affiliate to
render bona fide consulting or advisory services to the Company or
an Affiliate, other than as an Employee, Director or Non-Employee
Director.
Director" means
a member of the Board of Directors of the Company.
"Disability"
means the permanent and total disability of a person within the
meaning of Section 22(e)(3) of the Code.
"Effective
Date" shall be the date set forth in Section 1.3 of the
Plan.
"Eligible
Employee" means an Eligible Person who is an Employee of the
Company or any Affiliate.
"Eligible
Person" means any Employee, Officer, Director, Non-Employee
Director or Consultant of the Company or any Affiliate, except for
instances where services are in connection with the offer or sale
of securities in a capital-raising transaction, or they directly or
indirectly promote or maintain a market for the Company’s
securities, subject to any other limitations as may be provided by
the Code, the Act, or the Board. In making such
determinations, the Board may take into account the nature of the
services rendered by such person, his or her present and potential
contribution to the Company’s success, and such other factors
as the Board in its discretion shall deem relevant.
“Employee” means an individual
who is a common-law employee of the Company or an Affiliate
including employment as an Officer. Mere service as a
Director or payment of a director's fee by the Company or an
Affiliate shall not be sufficient to constitute "employment" by the
Company or an Affiliate.
"ERISA" means
the Employee Retirement Income Security Act of 1974, as now in
effect or as hereafter amended.
"Fair Market
Value" means:
(a) for purposes of an Incentive Stock Option,
if there is a market for the Company’s stock, on a stock
exchange or in an over-the-counter market, or otherwise, the Fair
Market Value shall be the mean between the highest and lowest
quoted selling prices on the valuation date of the Incentive Stock
Option, or if there were no sales of the Company’s Common
Stock on the valuation date, the Fair Market Value shall be the
weighted average of the means between the highest and lowest sales
on the nearest date before and the nearest date after the valuation
date. If a valuation pursuant to this paragraph is not
available, the appropriate method described in Section 20.2031-2 of
the Treasury Regulations adopted under the Code shall be used for
the Fair Market Value, and
(b) for all other purposes, the mean between the
highest and lowest quoted selling prices of the Common Stock (if
actual sales price information on such trading day is not
available, the mean between the bona fide bid and asked prices on
such trading day shall be used) on the trading day immediately
prior to the date on which a determination is being made pursuant
to this Section 2.19 (the “Mean Selling Price”), as
reported by the National Association of Securities Dealers
Automated Quotation System (“NASDAQ”), or if the Common
Stock is not traded on NASDAQ, the Mean Selling Price in the
over-the-counter market; provided, however, that if the Common
Stock is listed on a stock exchange, the Fair Market Value shall be
the Mean Selling Price on such exchange; and, provided further,
that if the Common Stock is not quoted or listed by any
organization, the fair value of the Common Stock, as determined by
the Board, whose determination shall be conclusive, shall be
used. In no event shall the Fair Market Value of any
share of Common Stock be less than its par value.
"Grant Date"
means, as to any Award, the latest of:
(a) the date on
which the Board authorizes the grant of the Award; or
(b) the date
the Participant receiving the Award becomes an Employee or a
Director of the Company or its Affiliate, to the extent employment
status is a condition of the grant or a requirement of the Code or
the Act; or
(c) such other date (later than the dates
described in (a) and (b) above) as the Board may designate and as
set forth in the Participant's Award Agreement.
"Immediate
Family" means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law and
shall include adoptive relationships.
"Nonqualified
Stock Option" means a Stock Option not intended to qualify as an
Incentive Stock Option and is not so designated in the
Participant's Award Agreement.
“Officer” means a person who
is an officer of the Company within the meaning of Section 16 of
the Act.
"Option Period"
means the period during which a Stock Option may be exercised from
time to time, as established by the Board and set forth in the
Award Agreement for each Participant who is granted a Stock
Option.
"Option Price"
means the purchase price for a share of Common Stock subject to
purchase pursuant to a Stock Option, as established by the Board
and set forth in the Award Agreement for each Participant who is
granted a Stock Option.
"Participant"
means an Eligible Person to whom an Award has been granted and who
has entered into an Award Agreement evidencing the Award or, if
applicable, such other person who holds an outstanding
Award.
"Plan" means
this GHN Agrispan Holding Company 2009 Stock Incentive Plan, as it
may be amended from time to time.
“Reporting Person” means a
person required to file reports under Section 16(a) of the
Act.
"Restricted
Stock" means an Award under Article V of the Plan of shares of
Common Stock that are at the time of the Award subject to
restrictions or limitations as to the Participant's ability to
sell, transfer, pledge or assign such shares, which restrictions or
limitations may lapse separately or in combination at such time or
times, in installments or otherwise, as the Board, in its sole
discretion, shall determine at the time of such Award and set forth
in a Participant's Award Agreement. All Restricted Stock
shall be subject to the following: Each certificate
representing the Restricted Stock shall be stamped or otherwise
imprinted with a legend substantially in the following form (in
addition to any legend required by applicable state securities or
“blue sky” laws):
THE SECURITIES
REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS AND
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE
SECURITIES LAWS OR GHN AGRISPAN HOLDING COMPANY SHALL HAVE RECEIVED
AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.
The Restricted Stock may not be sold,
transferred, pledged or otherwise disposed of, directly or
indirectly until ownership of the Restricted Securities shall have
vested, any time periods restricting the sale have expired, and the
holder provides the Company with an opinion of counsel acceptable
to the Company that such Restricted Security can be sold pursuant
to Rule 144 under the Securities Act. The Eligible
Person receiving the shares has no right to require the Company to
register any Restricted Securities.
"Restriction
Period" means the period commencing on the Grant Date with respect
to such shares of Restricted Stock and ending on such date as the
Board, in its sole discretion, shall establish and set forth in a
Participant's Award Agreement.
"Retirement"
means retirement as determined under procedures established by the
Board or in any Award, as set forth in a Participant's Award
Agreement.
“Stock
Award" means an Award of shares of Common Stock under Article VIII
of the Plan.
2.40
“Stock Option" means an Award under Article IV of the Plan of
an option to purchase Common Stock. A Stock Option may be either an
Incentive Stock Option or a Nonqualified Stock Option.
"Ten Percent
Stockholder" means an individual who owns (or is deemed to own
pursuant to Section 424(d) of the Code), at the time of grant,
stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any of its
Affiliates.
"Termination of
Service" means (i) in the case of an Eligible Employee, the
discontinuance of employment of such Participant with the Company
or its Affiliates for any reason and (ii) in the case of a Director
who is not an Employee of the Company or any Affiliate, the date
such Participant ceases to serve as a Director. The determination
of whether a Participant has discontinued service shall be made by
the Board in its sole discretion. In determining whether a
Termination of Service has occurred, the Board may provide that
service as a Consultant or service with a business enterprise in
which the Company has a significant ownership interest shall be
treated as employment with the Company.
ARTICLE III –
ADMINISTRATION
3.1 The Plan shall be administered by
the Board of Directors of the Company. The Board shall
have the exclusive right to interpret and construe the Plan, to
select the Eligible Persons who shall receive an Award, and to act
in all matters pertaining to the grant of an Award and the
determination and interpretation of the provisions of the related
Award Agreement, including, without limitation, the determination
of the number of shares subject to Stock Options and the Option
Period(s) and Option Price(s) thereof, the number of shares of
Restricted Stock or shares subject to Stock Awards or Performance
Shares subject to an Award, the vesting periods (if any) and the
form, terms, conditions and duration of each Award, and any
amendment thereof consistent with the provisions of the
Plan. The Board may adopt, establish, amend and rescind
such rules, regulations and procedures as it may deem appropriate
for the proper administration of the Plan, make all other
determinations which are, in the Board’s judgment, necessary
or desirable for the proper administration of the Plan, amend the
Plan or a Stock Award as provided in Article XI, and terminate or
suspend the Plan as provided in Article XI. All acts,
determinations and decisions of the Board made or taken pursuant to
the Plan or with respect to any questions arising in connection
with the administration and interpretation of the Plan or any Award
Agreement, including the severability of any and all of the
provisions thereof, shall be conclusive, final and binding upon all
persons.
3.2 The Board may, to the full extent
permitted by and consistent with applicable law and the
Company’s Bylaws, and subject to Subparagraph 3.2(b) herein
below, delegate any or all of its powers with respect to the
administration of the Plan to a Committee consisting of not fewer
than two members of the Board each of whom shall qualify (at the
time of appointment to the Committee and during all periods of
service on the Committee) in all respects as a Non-Employee
Director and as an Outside Director.
(a) If administration is delegated to
a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the
Board, including the power to delegate to a subcommittee any of the
administrative powers the Committee is authorized to exercise (and
references in the Plan to the Board shall thereafter be to the
Committee or subcommittee), subject, however, to such resolutions,
not consistent with the provisions of the Plan, as may be adopted
from time to time by the Board.
(b) The Board may abolish the
Committee at any time and reassume all powers and authority
previously delegated to the Committee.
(c) In addition to, and not in
limitation of, the right of any Committee so designated by the
Board to administer this Plan to grant Awards to Eligible Persons
under this Plan, the full Board of Directors may from time to time
grant Awards to Eligible Persons pursuant to the terms and
conditions of this Plan, subject to the requirements of the Code or
any other applicable law, rule or regulation. In connection with
any such grants, the Board of Directors shall have all of the power
and authority of the Committee to determine the Eligible Persons to
whom such Awards shall be granted and the other terms and
conditions of such Awards.
3.3 Without limiting the provisions
of this Article III, and subject to the provisions of Article X,
the Board is authorized to take such action as it determines to be
necessary or advisable, and fair and equitable to Participants and
to the Company. Such action may include, but shall not be limited
to, establishing, amending or waiving the form, terms, conditions
and duration of an Award and the related Award Agreement, so as to
provide for earlier, later, extended or additional times for
exercise or payments, differing methods for calculating payments,
alternate forms and amounts of payment, an accelerated release of
restrictions or other modifications. The Board may take such
actions pursuant to this Section 3.3 by adopting rules and
regulations of general applicability to all Participants or to
certain categories of Participants, by including, amending or
waiving terms and conditions in an Award and the related Award
Agreement, or by taking action with respect to individual
Participants from time to time.
3.4 Subject to the provisions of
Section 3.9, the maximum aggregate number of shares of Common Stock
which may be issued pursuant to Awards under the Plan shall be One
Million Two Hundred Thousand (1,200,000) shares. Such shares of
Common Stock shall be made available from authorized and unissued
shares of the Company.
(a) For all
purposes under the Plan, each Performance Share awarded shall be
counted as one share of Common Stock subject to an
Award.
(b) If, for any
reason, any shares of Common Stock (including shares of Common
Stock subject to Performance Shares) that have been awarded or are
subject to issuance or purchase pursuant to Awards outstanding
under the Plan are not delivered or purchased, or are reacquired by
the Company, for any reason, including but not limited to a
forfeiture of Restricted Stock or failure to earn Performance
Shares or the termination, expiration or cancellation of a Stock
Option, or any other termination of an Award without payment being
made in the form of shares of Common Stock (whether or not
Restricted Stock), such shares of Common Stock shall not be charged
against the aggregate number of shares of Common Stock available
for Award under the Plan and shall again be available for Awards
under the Plan. In no event, however, may Common Stock that is
surrendered or withheld to pay the exercise price of a Stock Option
or to satisfy tax withholding requirements be available for future
grants under the Plan.
(c) The
foregoing subsections (a) and (b) of this Section 3.4 shall be
subject to any limitations provided by the Code or by any other
applicable law, rule or regulation.
3.5 Each Award granted under the Plan
shall be evidenced by a written Award Agreement, which shall be
subject to and shall incorporate (by reference or otherwise) the
applicable terms and conditions of the Plan and shall include any
other terms and conditions (not inconsistent w
