EXHIBIT 10.1
2009 Non-Qualified e Incentive
Stock Compensation Plan
2009 NON-QUALIFIED INCENTIVE
STOCK COMPENSATION PLAN
1. Purpose
of Plan
1.1 This
2009 Non-Qualified and Incentive Stock Compensation Plan (the
“Plan”) of Asia Global Holdings Corp., a Nevada
corporation (the “Company”) is adopted to advance the
interests of the Company by providing employees, officers,
advisors, directors and other persons who provide services or who
are otherwise associated with the Company, and those persons who
have a responsibility for its management and growth (each an
“Employee”), with additional incentive by increasing
their proprietary interest in the success of the Company and to
encourage them to maintain their relationships with the
Company. Further, the availability and the ability to
issue shares of the Company’s Common Stock Plan (shares as
defined below) and grant Stock Options (as such terms are defined
below) and offering of stock options and issuance of common stock
under the Plan supports and increases the Company's ability to
attract and retain individuals of exceptional talent upon whom, in
large measure, the sustained progress, growth and profitability of
the Company depends.
2. Definitions
2.1 For
Plan purposes, except where the context might clearly indicate
otherwise, the following terms shall have the meanings set forth
below:
“Plan
Shares” shall mean shares outlined in the Company’s
plan allocated to Employee.
“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 has been
established. The Committee shall be composed of two
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 (the
“Exchange Act”).
“Common
Stock” shall mean the Company's $0.001 par value common
stock, or such other shares or securities in the event that the
Company’s common stock is hereafter changed into or exchanged
for different securities of the Company.
“Company” shall mean Asia Global
Holdings Corp., a Nevada Corporation, and any subsidiary
corporation of the Company, as such terms are defined in Sections
425(e) and 425(f), respectively, of the Internal Service Code (the
“Code”).
“Compensation Stock” shall mean the
Company's $.001 par value common stock, or such other shares or
securities in the event that the Company’s common stock is
hereafter changed into or exchanged for different securities of the
Company, issued to individuals for bone fide services rendered to
the Company pursuant to written agreements which may include but
are not limited to Employment agreements, Consulting Agreements or
other forms of written fee or compensation agreements.
"Disability"
shall mean total and permanent incapacity of an Employee, due to
physical impairment or legally established mental incompetence, to
perform the usual duties of the Employee's employment with the
Company, which disability shall be determined (i) on medical
evidence by a licensed physician designated by the Committee, or
(ii) on evidence that the Employee has become entitled to receive
primary benefits as a disabled Employee under the Social Security
Act in effect on the date of such disability.
“Employee
Agreement” means an agreement executed by an Employee and the
Company (as contemplated by Section 5 below), pursuant to which
shares of Common Stock are or may be issuable to or purchasable by
Employee, as the Board or Committee and the Employee may mutually
agree in writing.
“Fair
Market Value” shall mean, with respect to the date shares of
Common Stock are assigned by the Company, or a Stock Option (as
defined below) is granted or exercised, the average of the highest
and lowest reported sales prices of the Common Stock, as reported
by such responsible reporting service as the Committee may select,
or if there were no transactions in the Common Stock 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. If the Common Stock is not then publicly
traded, then the Fair Market Value of the Common Stock shall be the
book value of the Company per share as determined on the last day
of March, June, September or December in any year closest to the
date when the determination is to be made. For the
purpose of determining book value hereunder, book value shall be
determined by adding as of the applicable date called for herein
the capital, surplus and undivided profits of the Company, and
after having deducted any reserves theretofore established; the sum
of these items shall be divided by the number of shares of the
Common Stock outstanding as of said date, and the quotient thus
obtained shall represent the book value of each share of the Common
Stock of the Company.
“Optionee” shall mean an Employee of
the Company who has been granted one or more Stock Options under
the Plan.
“Option
Shares” shall mean shares of Common Stock which are issued by
the Company or Stock Option pursuant to Section 5 below.
"Retirement"
shall mean an Employee's retirement from the employment of the
Company on or after the date on which the Employee attains the age
of not less than ninety-five (95) years.
“Stock
Option” or “Stock Options” shall mean an option
to purchase shares of the Company’s Common Stock pursuant to
the terms of the Plan.
“Stock
Option Agreement” shall mean the agreement between the
Company and the Optionee under which the Optionee may purchase
Common Stock.
3.
Administration of the Plan
3.1 The
Committee shall administer the Plan and, accordingly, it shall have
full power to grant Stock Options and to Compensation Stock for
services rendered, construe and interpret the Plan, establish rules
and regulations and perform all other acts, including the
delegation of administrative responsibilities, as it believes
reasonable and proper.
3.2 The
determination of those eligible to receive Stock Options and
Compensation Stock, and the amount, type and timing of each grant
of a Stock Option, including the terms and conditions of such Stock
Option Agreement(s) and other stock compensation 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 or in any Stock Option,
in the manner and to the extent it shall deem necessary to carry it
into effect. 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.
3.4 Meetings
of the Committee shall be held at such times and places as shall be
determined by the Committee. A majority of the members
of the Committee shall constitute a quorum for the transaction of
business, and the vote of a majority of those members present at
any meeting shall decide any question brought before that
meeting. In addition, the Committee may take any action
otherwise proper under the Plan by the affirmative vote, taken
without a meeting, of a majority of its members.
3.5 No
member of the Committee shall be liable for any act or omission of
any other member of the Committee or for any act or omission on his
own part, including, but not limited to, the exercise of any power
or discretion given to him under the Plan, except those resulting
from his/her own gross negligence or willful misconduct.
3.6 The
Company, through its management, shall supply full and timely
information to the Committee on all matters relating to the
eligibility of each proposed recipient of Compensation Stock or
Stock Options, such recipient /Optionee’s duties performance,
and current information on any recipient/Optionee's death,
retirement, disability or other termination of association with the
Company, and such other pertinent information as the Committee may
require. The Company shall furnish the Committee with
such clerical and other assistance as is necessary in the
performance of its duties hereunder.
4. Shares
Subject to the Plan
4.1 The
total number of shares of Common Stock of the Company available
pursuant to the Plan for grants of Stock Options and Compensation
Stock shall be Ten Million (10,000,000), subject to adjustment for
the anti-dilutive provisions in accordance with Paragraph 7 of the
Plan, which shares may be either authorized but unissued or shares
of Common Stock of the Company reacquired and returned to the
Plan.
4.2 If
a Stock Option or portion thereof shall expire or terminate for any
reason without having been exercised in full, the un-purchased
shares covered by such failure to exercise shall be returned to the
Plan and available for future grants of Stock Options.
5
.
Issuance of Common Stock for Services
The Board or Committee from time to time, in its
absolute discretion, may (a) issue Compensation Stock for services
rendered to the Company by an Employee of the Company, and such
other persons as the Board or Committee may select and in
connection with the issuance of such Compensation Stock, grant
Stock Options to such Employees and others who provide services to
the Company. Compensation Shares and Stock Options shall be
governed by written agreements between the Company and each
recipient of Compensation shares or Stock Options. Whether acquired
as Compensation Stock or through the exercise of a Stock Option,
the owner of Common Stock issued under this Plan shall not be
required to hold such stock, subject to the rights and conditions,
or such vesting schedule to which the Stock Option was
subject.
6.
Granting of Stock Options
.
6.1 The Committee may grant Stock Options in
such amounts, at such times, and to grant Employees and others who
provide services to the Company nominated by the management of the
Company as the Committee, in its discretion, may
determine. Stock Options granted under this Plan shall
constitute "incentive stock options" within the meaning of Section
422 of the Code, if so designated by the Committee on the date of
grant. The committee shall also have the discretion to
grant Stock Options which do not constitute incentive stock
options, and any such Stock Options shall be designated
non-statutory stock options by the Committee on the date of
grant. The aggregate Fair Market Value of the Common
Stock (determined as of the time an incentive stock option is
granted) with respect to which incentive stock options are
exercisable for the first time by any Employee during any one
calendar year (under all plans of the Company and any parent or
subsidiary of the Company) may not exceed the maximum amount
permitted under Section 422 of the Code, currently One Hundred
Thousand Dollars ($100,000.00). Non-Statutory Stock
Options shall not be subject to the limitations relating to Stock
Options contained in the preceding sentence. Each Stock
Option shall be evidenced by a written Stock Option Agreement, in a
form approved by the Committee, which shall be executed on behalf
of the Company and by the Employee to whom the Stock Option is
granted, and which shall be subject to the terms and conditions of
this Plan. In the discretion of the Committee, Stock
Options may include provisions (which need not be uniform),
authorized by the Committee in its discretion, that accelerate an
Employee's rights to exercise Stock Options following a "Change in
Control," upon termination of the Employee's employment by the
Company without "Cause" or by the Employee for "Good Reason", as
such terms are defined in Paragraph 3.1 hereof. The
holder of a Stock Option shall not be entitled to the privileges of
stock ownership as to any shares of the Common Stock not actually
exercised and paid for by such Optionee(s).
6.2 The
purchase price (the "Exercise Price") of Option Shares subject to
each Stock Option may be (a) a stated value, or (b) a percentage of
the Fair Market Value of the Common Stock provided that such
percentage cannot be less than fifty percent (50%) of the Fair
Market Value of the Common Stock on the date of the grant of such
option. With the exception of Stock Options granted
prior to the date hereof and who is an officer, director or
affiliate (as such term is defined in the federal securities rules
and regulations), or who is holding greater than ten percent (10%)
of the total voting power of all stock of the Company, either
Common or Preferred, cannot be granted Stock Options with an
Exercise Price of less than one hundred ten percent (110%) of the
Fair Market Value of the Common Stock on the date of the grants of
the option.
6.3 The
Stock Option period (the "Term") shall commence on the date of
grant of the Stock Option and shall be ten (10) years or such
shorter period as determined by the subject Employee Agreement, the
Stock Option Agreement, or by the Committee. Each Stock
Option shall provide that it is exercisable over its term in such
periodic installments as the Committee may determine, subject to
the provisions of Paragraph 4 of Article 6 Section 16(b) of the
Exchange Act exempts persons normally subject to the reporting
requirements of Section 16(a) of the Exchange Act (the "Section 16
Reporting Persons") pursuant to a qualified Employee Stock Option
Plan from the normal requirement of not selling until at least six
months and one day from the date the Stock Option is
granted.
6.4 Any
Stock Option may be exercised in whole or in part (but not as to
fractional shares) by delivering it for surrender or endorsement to
the Company, attention of the Corporate Secretary, at the principal
office of the Company, together with payment of the Exercise Price
and an executed Notice and Agreement of Exercise in the form
prescribed by Paragraph 5 of this Paragraph. Payment may
be made (a) in cash, (b) by cashier's or certified check, (c) by
surrender of previously owned shares of the Common Stock valued
pursuant to Paragraph 2 of this Paragraph (if the Committee
authorizes payment in stock in its discretion), (d) by withholding
from the Option Shares which would otherwise be issuable upon the
exercise of the Stock Option that number of Option Shares equal to
the Exercise Price of the Stock Option, if such withholding is
authorized by the Committee in its discretion, or (e) in the
discretion of the Committee, by the delivery to the Company of the
Optionee's promissory note secured by personal assets or securities
other than the Option Shares, bearing interest at a rate sufficient
to prevent the imputation of interest under Sections 483 or 1274 of
the Code, and having such other terms and conditions as may be
satisfactory to the Committee. Subject to the provisions
of this paragraph and Paragraph 5 of this Paragraph, unless other
wise provided for in the subject Stock Option Agreement, the
Employee shall have the right to exercise his or her Stock Option
at the rate of not less than twenty percent (20%) per year over the
first five years from the date the Stock Option is
granted.
6.5 Exercise
of any Stock Option is conditioned upon the agreement of the
Employee to the terms and conditions of this Plan and of such Stock
Option as evidenced by the Employee's execution and delivery of a
Notice and Agreement of Exercise in a form to be determined by the
Committee in its discretion. Such Notice and Agreement
of Exercise shall set for
