GREM USA
2005 STOCK OPTION PLAN
SECTION 1. INTRODUCTION
1.1 Establishment. Effective as provided in Section 17,
GREM USA, a Nevada corporation (the
"Company"), hereby restates this
plan of long-term stock-based compensation
incentives for selected
Eligible Participants of the Company and
its affiliated corporations.
The plan is known as the GREM USA 2005
Stock Option Plan (the
"Plan"). The Plan was adopted by the
Company on April 29, 2005.
1.2 Purpose. The purpose of the Plan is to promote the best
interest of the Company, and its
stockholders by providing a means of
non-cash remuneration to selected Eligible
Participants who contribute
most to the operating progress and earning
power of the Company.
SECTION 2. DEFINITIONS
The following definitions shall be applicable to the terms
used in the Plan:
2.1 "Affiliated Corporation" means any corporation that is
either a parent corporation with respect to
the Company or a subsidiary
corporation with respect to the Company
(within the meaning of Sections
424(e) and (f), respectively, of the
Internal Revenue
Code).
2.2 "Code" means the Internal Revenue Code of 1986, as it may
be amended from time to time.
2.3 "Committee" means a committee designated by the Board of
Directors to administer the Plan or, if no
committee is so designated,
the Board of Directors. Any Committee
Member who is also an Eligible
Participant may receive a grant only if he
abstains from voting in
favor of a grant to himself, and the grant
is determined and approved
by the remaining Committee Members. The
Board of Directors, in its sole
discretion, may at any time remove any
member of the Committee and
appoint another Director to fill any
vacancy on the Committee.
2.4 "Common Stock" means the Company's $.001 par value voting
common stock.
2.5 "Company" means GREM USA, a Nevada corporation
2.6 "Effective Date" means the effective date of the Plan, as
set forth in Section 17 hereof.
2.7 "Eligible Participant" or "Participant" means any
employee, director, officer, consultant, or
advisor of the Company who
is determined (in accordance with the
provisions of Section 4 hereof)
to be eligible to receive stock and
exercise stock options hereunder.
2.8 "Fair Market Value" means with respect to Common Stock, as
of any date, the closing price of a share
of Common Stock as reported
on such exchange on which the Company's
Common Stock may be listed.
2.9 "Option" means the grant to an Eligible Participant of a
right to acquire shares of Restricted Stock
of the Company, unless said
shares are duly registered, and thus freely
tradeable, pursuant to a
Grant of Option approved by the Committee
and executed and delivered by
the Company.
2.10 "Plan" means this GREM USA 2005 Stock Option Plan,
adopted on April 29, 2005.
2.11 "Registered Stock" means shares of common stock, $.001
par value, of the Company underlying an
Option which, if specified in
the written Option are, upon issuance,
freely tradeable by virtue of
having been registered with the Securities
and Exchange Commission
under cover of Form S-8, or another
appropriate registration statement,
and which shares have been issued subject
to the "blue sky" provisions
of any appropriate state jurisdiction.
Special resale restrictions may,
however, apply to officers, directors,
control shareholders and
affiliates of the Company and such persons
will be required to obtain
an opinion of counsel as regards their
ability to resell shares
received pursuant to this Plan.
2.12 "Stock" or "Restricted Stock" means shares of common
stock, $.001 par value, of the Company
issuable directly under the Plan
or underlying the grant of the Option,
which are, upon issuance,
subject to the restrictions set forth in
Section 11 hereof.
Wherever appropriate, words used in the Plan in the singular
may mean the plural, the plural may mean
the singular, and the
masculine may mean the feminine.
SECTION 3. ADOPTION AND
ADMINISTRATION OF THE PLAN
The Plan was adopted on April 29, 2005. In the absence of
contrary action by the Board of Directors,
and except for action taken
by the Committee pursuant to Section 4 in
connection with the
determination of Eligible Participants, any
action taken by the
Committee or by the Board of Directors with
respect to the
implementation, interpretation or
administration of the Plan shall be
final, conclusive and binding.
SECTION 4. ELIGIBILITY AND
AWARDS
The Committee shall determine at any time and from time to
time after the effective date of the Plan:
(i) the Eligible
Participants; (ii) the number of shares of
Common Stock issuable
directly or to be granted pursuant to an
Option which an Eligible
Participant may exercise; (iii) the price
per share at which each
option may be exercised, in cash or
cancellation of fees for services
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for which the Company is liable, if
applicable, or the value per share
if a direct issue of stock; and (iv) the
terms on which each option may
be granted. Such determination, as may from
time to time be amended or
altered at the sole discretion of the
Committee.
Notwithstanding the
provisions of Section 3 hereof, no such
determination by the Committee
shall be final, conclusive and binding upon
the Company unless and
until the Board of Directors has approved
the same; provided, however,
that if the Committee is composed of a
majority of the persons then
comprising the Board of Directors of the
Company, such approval by the
Board of Directors shall not be
necessary.
SECTION 5. GRANT OF
OPTION
Subject to the terms and provisions of this Plan, the terms
and conditions under which an Option may be
granted to an Eligible
Participant shall be set forth in a written
agreement (i.e., a
Consulting Agreement, Services Agreement,
Fee Agreement, or Employment
Agreement) or as written Grant of Option
hereunder shall be in the form
attached hereto as Exhibit A and made a
part hereof and containing such
modifications thereto and such other
provisions as the Committee, in
its sole discretion, may determine.
Notwithstanding the foregoing
provisions of this Section 5, each Grant of
Option shall incorporate
the provisions of this Plan by
reference.
SECTION 6. TOTAL NUMBER OF
SHARES OF COMMON STOCK
The total number of shares of Common Stock reserved for
issuance by the Company either directly or
underlying Options granted
under this Plan shall not be more than
150,000,000. The total number of
shares of Common Stock reserved for such
issuance may be increased only
by a resolution adopted by the Board of
Directors and amendment of the
Plan. Such Common Stock may be
authorized and unissued or reacquired
common stock of the Company.
SECTION 7. PURCHASE OF
SHARES OF COMMON STOCK
7.1 As soon as practicable after the determination by the
Committee and approval by the Board of
Directors (if necessary,
pursuant to Section 4 hereof) of the
Eligible Participants and the
number of shares an Eligible Participant
may be issued directly or
granted pursuant to an Option, the
Committee shall give notice (written
or oral) thereof to each Eligible
Participant, which notice may be
accompanied by the Grant of Option, if
appropriate, to be executed by
such Eligible Participant. Upon receipt, an
Eligible Participant may
exercise his right to an Option to purchase
Common Stock by providing
written notice as specified in the Grant of
Option.
7.2 The negotiated cost basis of stock issued directly or the
exercise price for each option to purchase
shares of Common Stock
pursuant to paragraph 7.1 shall be as
determined by the Committee, it
being understood that the price so
determined by the Committee may vary
from one Eligible Participant to another.
In computing the negotiated
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direct issue price or the Option exercise
price of a share of Common
Stock, the Committee shall take into
consideration, among other
factors, the restrictions set forth in
Section 11 hereof.
SECTION 8. PAYMENT UPON
EXERCISE OF OPTION OR DIRECT ISSUANCE
The Committee shall determine the terms of the Grant of Option
and the exercise price or direct issue
price for payment by each
Participant for his shares of Common Stock
granted thereunder. Such
terms shall be set forth or referred to in
the Grant of Option or Board
Resolution authorizing the share issuance.
The terms and/or exercise
price so set by the Committee may vary from
one Participant to another.
In the event that all the Committee
approves an Option grant permitting
deferred payments, the Participant's
obligation to pay for such Common
Stock shall be evidenced by a Promissory
Note executed by such
Participant and containing such
modifications thereto and such other
provisions as the Committee, in its sole
discretion, may determine.
SECTION 9. DELIVERY OF
SHARES OF COMMON STOCK UPON EXERCISE
The Company shall deliver to or on behalf of each Participant
such number of shares of Common Stock as
such Participant elects to
purchase upon direct issuance or upon
exercise of the Option. Such
shares, which shall be fully paid and
nonassessable upon the issuance
thereof (unless a portion or all of the
purchase price shall be paid on
a deferred basis) shall be represented by a
certificate or certificates
registered in the name of the Participant
and stamped with an
appropriate legend referring to the
restrictions thereon, if any, as
may be set forth in the Grant of Option.
Subject to the terms and
provisions of the Wyoming Business
Corporation Act and the Grant of
Option to which he is a party, a
Participant shall have all the rights
of a stockholder with respect to such
shares, including the right to
vote the shares and to receive all
dividends or other distributions
paid or made with respect thereto (except
to the extent such
Participant defaults under the promissory
note, if any, evidencing the
deferred purchase price for such shares),
provided that such shares
shall be subject to the restrictions
hereinafter set forth. In the
event of a merger or consolidation to which
the Company is a party, or
of any other acquisition of a majority of
the issued and outstanding
shares of common stock of the Company
involving an exchange or a
substitution of stock of an acquiring
corporation for common stock of
the Company, or of any transfer of all or
substantially all of the
assets of the Company in exchange for stock
of an acquiring
corporation, a determination as to whether
the stock of the acquiring
corporation so received shall be subject to
the restrictions set forth
in Section 11 shall be made solely by the
acquiring corporation.
SECTION 10. RIGHTS OF EMPLOYEES;
PARTICIPANTS
10.1 Employment. Nothing contained in the Plan or in any Stock
Option, Restricted Stock award or other
Common Stock award granted
under the Plan shall confer upon any
Participant any right with respect
to the continuat
