EXHIBIT 10.1 2009
NON-QUALIFIED ATTORNEYS & ACCOUNTANTS STOCK COMPENSATION
PLAN
2009 NON-QUALIFIED ATTORNEYS & ACCOUNTANTS
STOCK COMPENSATION PLAN
1.
Purpose of
Plan
This 2009
NON-QUALIFIED ATTORNEYS & ACCOUNTANTS STOCK COMPENSATION PLAN
(the “Plan”) of GAMMA PHARMACEUTICALS INC., a Delaware
corporation (the “Company”) for attorneys and
accountants associated with the Company, is intended to advance the
best interests of the Company by providing those persons who have a
substantial responsibility for its public SEC disclosure filings
under the Exchange Act, with additional incentive and by increasing
their proprietary interest in the success of the Company, thereby
encouraging them to maintain their relationships with the
Company.
2.
Definitions
For Plan purposes, except where the context
might clearly indicate otherwise, the following terms shall have
the meanings set forth below:
“Board” shall mean the Board of
Directors of the Company.
“Committee” shall mean the Compensation Committee, or
such other committee appointed by the Board, which shall be
designated by the Board to administer the Plan, or the Board if no
committees have been established. The Committee shall be
composed of one or more persons as from time to time are appointed
to serve by the Board. Each member of the Committee, while
serving as such, shall be a disinterested person with the meaning
of Rule 16b-3 promulgated under the Securities Exchange Act of
1934.
“Common
Shares” shall mean the Company’s Common Shares, $0.001
par value per share, or, in the event that the outstanding Common
Shares are hereafter changed into or exchanged for different shares
of securities of the Company, such other shares or securities.
“Common
Stock” shall mean shares of common stock which are issued by
the Company pursuant to Section 5, below.
“Common Stock
Agreement” means an agreement executed by a Common
Stockholder and the Company, or alternatively a board resolution
setting forth the terms of issuance, as contemplated by Section 5,
below, which imposes on the shares of Common Stock held by the
Common Stockholder such restrictions as the Board or Committee deem
appropriate.
“Common Stockholder” means any
attorney or accountant for the Company or other person to whom
shares of Common Stock are issued pursuant to this Plan.
“Company” shall mean GAMMA
PHARMACEUTICALS INC., a Delaware corporation, and any subsidiary
corporation of GAMMA PHARMACEUTICALS INC.
“Fair Market
Value” shall mean, with respect to the date a given stock
compensation is granted, the average of the highest and lowest
reported sales prices of the Common Shares, as reported by such
responsible reporting service as the Committee may select, or if
there were not transactions in the Common Shares on such day, then
the last preceding day on which transactions took place. The
above withstanding, the Committee may determine the Fair Market
Value in such other manner as it may deem more equitable for Plan
purposes or as is required by applicable laws or regulations. The
Fair Market Value for purposes of the issuance of common stock
under this plan has been established to be $0.08 per share pursuant
to a five day average between January 23, 2009 and through January
29, 2009.
3.
Administration
of the Plan
3.1 The Committee shall
administer the Plan and accordingly, it shall have full power to
grant Common Stock, construe and interpret the Plan, establish
rules and regulations and perform all other acts, including the
delegation of administrative responsibilities, it believes
reasonable and proper.
3.2 The determination of those
eligible to receive Common Stock, and the amount, type and timing
of each issuance and the terms and conditions of the Common Stock
Agreements shall rest in the sole discretion of the Committee,
subject to the provisions of the Plan.
3.3 The Board, or the
Committee, may correct any defect, supply any omission or reconcile
any inconsistency in the Plan in the manner and to the extent it
shall deem necessary to carry it into effect.
3.4 Any decision made, or
action taken, by the Committee or the Board arising out of or in
connection with the interpretation and administration of the Plan
shall be final and conclusive.
3.5 Meetings of the Committee
shall be held at such times and places as shall be determined
by
