HOMELAND SECURITY NETWORK, INC. 2006 NON-STATUTORY STOCK OPTION PLANEquity Incentive Plan Agreement |
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EXHIBIT
10.1
HOMELAND
SECURITY NETWORK, INC.
2006
NON-STATUTORY STOCK OPTION PLAN
| 1. |
Purpose
of this Plan
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This
2006
Non-Statutory Stock Option Plan (the Plan) is intended as an employment
incentive, to aid in attracting and retaining in the employ or service of
Homeland Security Network, Inc. (the Company), a Nevada corporation, and any
Affiliated Corporation, persons of experience and ability and whose services
are
considered valuable to encourage the sense of proprietorship in such persons,
and to stimulate the active interest of such persons in the development and
success of the Company. This Plan provides for the issuance of non-statutory
stock options (NSO's or Options) which are not intended to qualify as incentive
stock options within the meaning of Section 422 of the Internal Revenue Code
of
1986, as amended (the Code).
| 2. |
Administration
of this Plan
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The
Company's Board of Directors (Board) may appoint and maintain as administrator
of this Plan a Compensation Committee (the Committee) of the Board which shall
consist of at least three members of the Board. Until such time as the Committee
is duly constituted, the Board itself shall have and fulfill the duties herein
allocated to the Committee. The Committee shall have full power and authority
to
designate Plan participants, to determine the provisions and terms of respective
NSO's (which need not be identical as to number of shares covered by any NSO,
the method of exercise in whole or in installments, or otherwise), including
the
NSO price, and to interpret the provisions and supervise the administration
of
this Plan. The Committee may, in its discretion, provide that certain NSO's
not
vest (that is, become exercisable) until expiration of a certain period after
issuance or until other conditions are satisfied, so long as the provisions
are
not contrary to this Plan.
A
majority of the members of the Committee shall constitute a quorum. All
decisions and selections made by the Committee pursuant to this Plans provisions
shall be made by a majority of its members. Any decision reduced to writing
and
signed by all of the members shall be fully effective as if it had been made
by
a majority at a meeting duly held. The Committee shall select one of its members
as its chairman and shall hold its meetings at such times and places as it
deems
advisable. If at any time the Board shall consist of seven or more members,
then
the Board may amend this Plan to provide that the Committee shall consist only
of Board members who shall not have been eligible to participate in this Plan
(or similar stock or stock option plan) of the Company or any Affiliated
Corporation at any time within one year prior to appointment to the
Committee.
Each
NSO
shall be evidenced by a written agreement containing terms and conditions
established by the Committee consistent with the provisions of this
Plan.
Homeland
Security Network, Inc. - 2006 Non-Statutory Stock Option Plan
Page
1
This
Plan
may be approved by the Board and need not be approved by the
shareholders.
| 3. |
Designation
of Participants
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The
persons eligible for participation in this Plan as recipients of NSO's shall
include full-time and part-time employees (as determined by the Committee)
and
officers of the Company or of an Affiliated Corporation. In addition, directors
of the Company or any Affiliated Corporation who are not employees of the
Company or an Affiliated Corporation and any attorney, consultant or other
adviser to the Company or any Affiliated Corporation shall be eligible to
participate in this Plan. For all purposes of this Plan, any director who is
not
also a common law employee and is granted an option under this Plan shall be
considered an employee until the effective date of the directors resignation
or
removal from the Board of Directors, including removal due to death or
disability. The Committee shall have full power to designate, from among
eligible individuals, the persons to whom NSO's may be granted. A person who
has
been granted an NSO hereunder may be granted an additional NSO or NSO's, if
the
Committee shall so determine. The granting of an NSO shall not be construed
as a
contract of employment or as entitling the recipient thereof to any rights
of
continued employment.
| 4. |
Stock
Reserved for this Plan
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Subject
to adjustment as provided in Paragraph 9 below, a total of 15,000,000 shares
of
Common Stock (Stock) of the Company shall be subject to this Plan. The Stock
subject to this Plan shall consist of unissued shares or previously issued
shares reacquired and held by the Company or any Affiliated Corporation, and
such amount of shares shall be and is hereby reserved for sale for such purpose.
Any of such shares which may remain unsold and which are not subject to
outstanding NSO's at the termination of this Plan shall cease to be reserved
for
the purpose of this Plan, but until termination of this Plan, the Company shall
at all times reserve a sufficient number of shares to meet the requirements
of
this Plan. Should any NSO expire or be canceled prior to its exercise in full,
the unexercised shares theretofore subject to such NSO may again be subjected
to
an NSO under this Plan.
| 5. |
Option
Price
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The
purchase price of each share of Stock placed under NSO shall not be less than
twenty percent (20%) of the fair market value of such share on the date the
NSO
is granted. The fair market value of a share on a particular date shall be
deemed to be the average of either (i) the highest and lowest prices at which
shares were sold on the date of grant, if traded on a national securities
exchange, (ii) the high and low prices reported in the consolidated reporting
system, if traded on a last sale reported system, such as NASDAQ, for over
the
counter securities, or (iii) the high bid and high asked prices for the twenty
(20) trading days preceding the date of grant, for other over-the counter
securities. In the cases of (i) and (ii) above, if no transactions in the Stock
occur on the date of grant, the fair market value shall be determined as of
the
next earliest day for which reports or quotations are available. If the common
shares are not then quoted on any exchange or in any quotation medium at the
time the option is granted (or the common shares are so quoted, but, in the
good
faith judgment of the Committee, such quotations do not reflect fair market
value), then the Committee will use its discretion in selecting a good faith
value believed to represent fair market value based on factors then known to
them.
Homeland
Security Network, Inc. - 2006 Non-Statutory Stock Option Plan
Page
2
The
cash
proceeds from the sale of Stock are to be added to the general funds of the
Company.
| 6. |
Exercise
Period
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The
NSO
exercise period shall be a term of not more than ten (10) years from the date
of
granting of each NSO and shall automatically terminate:
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(a)
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Upon
termination of the optionee's employment with the Company, if the
termination is for cause;
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(b)
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At
the expiration of twelve (12) months from the date of termination
of the
optionee's employment with the Company for any reason other than
death,
without cause;
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(c)
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If
the optionee dies within the twelve (12) period following the date
of
termination of employment, then at the expiration of fifteen (15)
months
after the date of death of the
optionee.
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Employment
with the Company as used in this Plan shall include employment with any
Affiliated Corporation, and NSO's granted under this Plan shall not be affected
by an employee's transfer of employment among the Company and any Affiliated
Corporation. An optionee's employment with the Company shall not be deemed
interrupted or terminated by a bona fide leave of absence (such as a sabbatical
leave or employment by the Government) duly approved, military leave, maternity
leave or sick leave.
| 7. |
Exercise
of Options
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The
