EXHIBIT 4.5
2007 LONG-TERM INCENTIVE PLAN OF GLOBAL ENTERTAINMENT
CORPORATION
2007 LONG-TERM INCENTIVE PLAN
OF
GLOBAL ENTERTAINMENT CORPORATION
SECTION 1. PURPOSE OF PLAN
The
purpose of this 2007
Long-Term Incentive
Plan (this "Plan") of Global
Entertainment
Corporation , a Nevada corporation (the "Company"), is to enable
the Company
and any subsidiary corporation (as the term is defined in Code
Section 424(f), hereinafter each a "Subsidiary" or the plural
"Subsidiaries") to
attract and retain directors, and to further align the interests of
such persons
with those of the stockholders of the Company by providing for or
increasing the
proprietary interest of such persons in the Company.
SECTION 2. ADMINISTRATION OF PLAN
2.1
COMPOSITION
OF COMMITTEE. This Plan shall be administered by the
Compensation Committee of the Board of Directors (the "Committee"),
as appointed
from time to time by the Board of Directors. The Committee shall
act pursuant to
a majority vote or
unanimous written consent. The Board of Directors (the
"Board"), in its sole
discretion,
may exercise any
authority of the Committee
under this Plan in lieu of the Committee's exercise thereof.
Notwithstanding the
foregoing, with
respect to any Award (as defined in Section 5.1) that is
intended to satisfy the conditions of Rule 16b-3 under the
Securities
Exchange
Act of 1934, as
amended (the "Exchange
Act") or Section
162(m)(4)(C)
of the
Internal Revenue Code
of 1986, as amended,
if applicable,
(the "Code"),
the
Committee may appoint one or more separate committees (any such committee, a
"Subcommittee")
composed of one or more directors of the Company (who may but
need not be members of the Committee) and may delegate to any such
Subcommittee(s) the authority to grant Awards, as defined in
Section 5.1 hereof,
under the Plan to
Eligible Persons
(as defined in Section 4), to determine
(subject to the express terms of the Plan) all terms of
such Awards, and/or
to
administer the Plan or
any aspect of it. Any
action by any such
Subcommittee
within the scope of such delegation shall be deemed for all
purposes to have
been taken by the
Committee. The
Committee may
designate the Secretary of the
Company or other Company employees to assist the Committee in the
administration
of the Plan, and may
grant authority to
such persons to execute agreements or
other documents
evidencing
Awards made under this Plan or other documents
entered into under this Plan on behalf of the Committee or the
Company.
2.2
POWERS OF THE
COMMITTEE. Subject to
the express
provisions
of this
Plan, the Committee shall be authorized and empowered to do all
things necessary
or desirable, in its
sole discretion, in
connection with the administration of
this Plan, including, without limitation, the following:
(a)
to prescribe, amend
and rescind rules and regulations relating to this
Plan and to define terms not otherwise defined herein; provided
that, unless the
Committee shall specify otherwise, for purposes of this Plan (i) the
term "fair
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market value"
shall mean,
as of any date,
the closing
price for a Share
(as
defined in Section 3.1) reported for the last trading day
prior to such date by
the American Stock Exchange ("AMEX") (or such other stock
exchange or quotation
system on which Shares are then listed or quoted) or, if no Shares
are traded on
the AMEX (or such
other stock
exchange or quotation system) on the date in
question, then for the
next preceding date
for which Shares traded on the AMEX
(or such other stock exchange or quotation system); and (ii) the term "Company"
shall mean the
Company and its Subsidiaries, unless the context otherwise
requires;
(b)
to determine
which persons are Eligible Persons, to which of such
Eligible Persons,
if any, Awards shall
be granted hereunder
and the timing of
any such Awards, and to grant Awards;
(c)
to grant Awards
to Eligible Persons and determine the terms and
conditions thereof (so
long as such terms and
conditions do not
conflict with
the terms and conditions set forth in this Plan),
which terms may but
need not
be conditioned upon the passage of time, continued employment,
the satisfaction
of performance
criteria, the
occurrence of certain
events (including
events
which the Board or the
Committee determine
constitute
a change of
control),
whether such Award
complies with Code Section 409A, Notice 2005-1, Proposed
Treasury Regulations Section 1.409-1 through -6, or other
factors;
(d)
to establish, verify
the extent of satisfaction of, adjust, reduce or
waive any performance goals or other conditions applicable to the grant,
issuance, vesting and/or ability to retain any Award;
(e)
to prescribe and amend the terms of the agreements or other documents
evidencing Awards made under this Plan ("Restricted Stock Agreements") (which
need not be identical);
(f)
to determine whether, and the extent to which, adjustments are
required
pursuant to Section 8;
(g)
to interpret and construe this Plan, any rules and regulations under
this Plan and the terms and conditions of any Award granted
hereunder,
and to
make exceptions to any
such provisions in good faith and for the benefit of the
Company; and
(h)
to make all other determinations deemed necessary or advisable for
the
administration of this Plan.
2.3
DETERMINATIONS
OF THE COMMITTEE.
All decisions,
determinations
and
interpretations by the Committee regarding this Plan shall be final
and binding
on all Eligible
Persons. The Committee
shall consider such factors as it deems
relevant to making such decisions, determinations and
interpretations including,
without limitation,
the recommendations or
advice of any director, officer or
employee of the Company and such attorneys, consultants and accountants as it
may select.
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SECTION 3. STOCK SUBJECT TO PLAN
3.1
AGGREGATE LIMITS. The aggregate number of shares of the
Company's
Common Stock, no par
value ("Shares"),
issued pursuant to all Awards granted
under this Plan
shall not exceed 320,000. The aggregate number of Shares
available for
issuance under this Plan and the number of Shares subject to
outstanding Awards
shall be subject to adjustment as provided in Section 8. The
Shares issued pursuant to this Plan may be Shares that either were
reacquired by
the Company, including
Shares purchased in
the open market, or
authorized but
unissued Shares.
3.2
ISSUANCE OF SHARES.
For purposes of Section 3.1, the aggregate number
of Shares issued
under this Plan at any time shall equal only the number of
Shares actually issued
and shall not include Shares subject to Awards that have
been forfeited.
SECTION 4. PERSONS ELIGIBLE UNDER PLAN
Any
person who is a director, officer, employee, consultant or advisor of
the Company or any of its Subsidiaries shall be eligible to be considered
for
the grant of Awards hereunder (an "Eligible Person").
SECTION 5. PLAN AWARDS
5.1
AWARD TYPE. The
Committee,
on behalf of the
Company, is
authorized
under this Plan to enter into a Restricted Stock Agreement with an Eligible
Person regarding
the issuance of Shares under this Plan, subject to certain
restrictions and the
risk of forfeiture and other terms as are expressed in the
Plan and in the
Restricted Stock
Agreement or other
document evidencing the
Award. Such
arrangements
and benefits are sometimes referred to herein as
"Awards."
5.2
GRANTS OF AWARDS. Awards will be granted as follows:
(a)
With regard to non-employee directors, each such director shall
receive
an initial Award of 2,000 Shares and an additional Award of 2,000 Shares after
every year that such director serves on the Board.
(b)
With regard to all Eligible Persons other than non-employee
directors,
the Committee may grant Awards to such Eligible Persons in its sole
discretion.
5.3
VESTING OF AWARDS. Subject to any additional conditions or
restrictions
imposed by the Committee under Section 5.4, the vesting
periods for Awards made
under the Plan shall be as follows:
(a)
Awards to non-employee
directors shall vest fifty percent (50%) twelve
(12) months after awarded, and shall fully vest twenty-four (24) months after
awarded;
(b)
Awards to officers and employees shall vest fifty percent (50%)
twenty-four (24)
months after awarded,
seventy-five percent
(75%) thirty-six
(36) months after awarded, and shall fully vest forty-eight (48) months after
awarded; and
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(c)
The vesting period for
Awards made to consultants or advisors shall be
determined by the Committee on a case-by-case basis.
5.4
SHARE RESTRICTIONS.
In addition
to the vesting
periods set forth
in
Section 5.3,
the Shares shall be subject to such other conditions and
restrictions as the Committee may impose These restrictions may
lapse separately
or in combination of such times, under such circumstances, in such
installments,
upon the satisfaction
of continued employment, standards derived from the
Qualifying Performance Criteria, lapse of time, certain
acceleration events like
death or disability or otherwise, as the Committee determines at
the time of the
grant of the Award or thereafter.
5.5
FORFEITURE. Except as otherwise determined by the Committee at the
time
of the grant of the
Award or thereafter, upon termination as a director,
officer, employee,
consultant,
or advisor during the
applicable
restriction
period or upon
failure to satisfy a standard derived from the Qualifying
Performance Criteria during the applicable restriction period, Shares that are
at that time subject to restrictions shall be forfeited and re-acquired
by the
Company; provided,
however, that the Committee may provide in
any Restricted
Stock Agreement that
restrictions or forfeiture conditions relating to Shares
will be waived in whole or in part in the event of terminations resulting from
specified causes, and the Committee may in other cases waive in
whole or in part
restrictions or forfeiture conditions relating to Shares.
5.6
CERTIFICATES FOR SHARES. Shares granted under the Plan may be
evidenced
in such manner as the Committee shall determine. If certificates representing
Shares are registered in the name of an Eligible Person,
certificates must
bear
an appropriate
legend referring to the terms,
conditions,
and restrictions
applicable to such Shares.
SECTION 6. OTHER PROVISIONS APPLICABLE TO AWARDS
6.1
TRANSFERABILITY.
Unless the Restricted Stock Agreement or other
document evidencing
an Award (or an amendment thereto authorized by the
Committee)
expressly states
that the Award is transferable as provided
hereunder, no Award granted under this Plan, nor any interest in
such Award, may
be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise
transferred in any
manner prior to the vesting or lapse of any and all
restrictions applicable thereto.
6.2
QUALIFYING PERFORMANCE
CRITERIA. For purposes of this Plan, the
term
"Qualifying
Performance Criteria"
shall mean any one or
more of the following
performance criteria, either individually, alternatively or in any
combination,
applied to either the Company as a whole, to a business unit or subsidiary,
or
based on comparisons of any of the performance measures relative to other
companies, either
individually,
alternatively
or in any combination, and
measured either annually or cumulatively over a period of years, on an
absolute
basis or relative to a pre-established target, to previous years' results
or to
a designated comparison group, in each case as specified by the
Committee in the
Award: (a) cash flow,
(b) earnings per share or increases of same, (c) earnings
before interest,
taxes and amortization, (d) return on equity, (e) total
stockholder return,
(f) share price performance, (g) return on capital or
investment, (h) return
on assets or net assets, (i) revenue, (j) income or net
income, (k) operating
income or net operating income, (l) operating profit or
net operating profit,
(m) operating ma
