EXHIBIT 10.8
[PARENT] CORPORATION
2006 LONG-TERM INCENTIVE PLAN
ARTICLE I
PURPOSE
SECTION 1.1 Purpose. This 2006 Long-Term Incentive Plan (the
"Plan") is
established by [Parent] Corporation, a Delaware corporation (the
"Company") to
create incentives which are designed to motivate Participants to
put forth
maximum effort toward the success and growth of the Company and to
enable the
Company to attract and retain experienced individuals who by their
position,
ability and diligence are able to make important contributions to
the Company's
success. Toward these objectives, the Plan provides for the grant
of Options,
Restricted Stock Awards, SARs, Performance Units and Performance
Bonuses to
Eligible Employees and the grant of Nonqualified Stock Options,
Restricted Stock
Awards, SARs and Performance Units to Consultants and Eligible
Directors,
subject to the conditions set forth in the Plan.
SECTION 1.2 Establishment. The Plan is effective as of ___________,
2006
and for a period of ten years thereafter. The Plan shall continue
in effect
until all matters relating to the payment of Awards and
administration of the
Plan have been settled. The Plan is subject to approval by the
holders of a
majority of the outstanding shares of Common Stock, present, or
represented, and
entitled to vote at a meeting called for such purposes, which
approval must
occur within the period ending twelve months after the date the
Plan is adopted
by the Board. Pending such approval by the shareholders, Awards
under the Plan
may be granted, but no such Awards may be exercised prior to
receipt of
shareholder approval. In the event shareholder approval is not
obtained within a
twelve-month period, all Awards granted shall be void.
SECTION 1.3 Shares Subject to the Plan. Subject to the limitations
set
forth in the Plan, Awards may be made under this Plan for a total
of 2,400,000
shares of the Company's common stock, par value $.0001 per share
(the "Common
Stock"). Any shares granted as Options shall be counted against
this limit as
one share for each share granted. Any shares granted as Restricted
Stock Awards
shall be counted against this limit as three shares for each share
granted. A
maximum of _________ shares of Common Stock of the total authorized
under this
Section 1.3 may be granted as Incentive Stock Options. The
limitations of this
Section 1.3 shall be subject to the adjustment provisions of
Article X.
ARTICLE II
DEFINITIONS
SECTION 2.1 "Account" means the recordkeeping account established
by the
Company to which will be credited an Award of Performance Units to
a
Participant.
SECTION 2.2 "Affiliated Entity" means any corporation, partnership,
limited
liability company or other form of legal entity in which a majority
of the
partnership or other similar interest thereof is owned or
controlled, directly
or indirectly, by the Company or one or more of its Subsidiaries or
Affiliated
Entities or a combination thereof. For purposes hereof, the
Company, a
Subsidiary or an Affiliated Entity shall be deemed to have a
majority ownership
interest in a partnership or limited liability company if the
Company, such
Subsidiary or Affiliated Entity shall be allocated a majority of
partnership or
limited liability company gains or losses or shall be or control a
managing
director or a general partner of such partnership or limited
liability company.
SECTION 2.3 "Award" means, individually or collectively, any
Option,
Restricted Stock Award, SAR, Performance Unit or Performance Bonus
granted under
the Plan to an Eligible Employee by the Board or any Nonqualified
Stock Option,
Performance Unit SAR or Restricted Stock Award granted under the
Plan to a
Consultant or an Eligible Director by the Board pursuant to such
terms,
conditions, restrictions, and/or limitations, if any, as the Board
may establish
by the Award Agreement or otherwise.
SECTION 2.4 "Award Agreement" means any written instrument that
establishes
the terms, conditions, restrictions, and/or limitations applicable
to an Award
in addition to those established by this Plan and by the Board's
exercise of its
administrative powers.
SECTION 2.5 "Board" means the Board of Directors of the Company
and, if the
Board has appointed a Committee as provided in Section 3.1, the
term "Board"
shall include such Committee.
SECTION 2.6 "Change of Control Event" means each of the following:
(i) Any transaction in which shares of voting securities of the
Company
representing more than 50% of the total combined voting power of
all outstanding
voting securities of the Company are issued by the Company, or sold
or
transferred by the shareholders of the Company as a result of which
those
persons and entities who beneficially owned voting securities of
the Company
representing more than 50% of the total combined voting power of
all outstanding
voting securities of the Company immediately prior to such
transaction cease to
beneficially own voting securities of the Company representing more
than 50% of
the total combined voting power of all outstanding voting
securities of the
Company immediately after such transaction;
(ii) The merger or consolidation of the Company with or into
another
entity as a result of which those persons and entities who
beneficially owned
voting securities of the Company representing more than 50% of the
total
combined voting power of all outstanding voting securities of the
Company
immediately prior to such merger or consolidation cease to
beneficially own
voting securities of the Company representing more than 50% of the
total
combined voting power of all outstanding voting securities of the
surviving
corporation or resulting entity immediately after such merger of
consolidation ;
or
(iii) The sale of all or substantially all of the Company's assets
to
an entity of which those persons and entities who beneficially
owned voting
securities of the Company representing more than 50% of the total
combined
voting power of all outstanding voting securities of the Company
immediately
prior to such asset sale do not beneficially own voting securities
of the
purchasing entity representing more than 50% of the total combined
voting power
of all outstanding voting securities of the purchasing entity
immediately after
such asset sale.
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SECTION 2.7 "Code" means the Internal Revenue Code of 1986, as
amended.
References in the Plan to any section of the Code shall be deemed
to include any
amendments or successor provisions to such section and any
regulations under
such section.
SECTION 2.8 "Committee" means the Committee appointed by the Board
as
provided in Section 3.1.
SECTION 2.9 "Common Stock" means the common stock, par value
$.00001 per
share, of the Company, and after substitution, such other stock as
shall be
substituted therefore as provided in Article X.
SECTION 2.10 "Consultant" means any person who is engaged by the
Company, a
Subsidiary or an Affiliated Entity to render consulting or advisory
services.
SECTION 2.11 "Date of Grant" means the date on which the grant of
an Award
is authorized by the Board or such later date as may be specified
by the Board
in such authorization.
SECTION 2.12 "Disability" means the Participant is unable to
continue
employment by reason of any medically determinable physical or
mental impairment
which can be expected to result in death or can be expected to last
for a
continuous period of not less than 12 months. For purposes of this
Plan, the
determination of Disability shall be made in the sole and absolute
discretion of
the Board.
SECTION 2.13 "Eligible Employee" means any employee of the Company,
a
Subsidiary, or an Affiliated Entity as approved by the Board.
SECTION 2.14 "Eligible Director" means any member of the Board who
is not
an employee of the Company, a Subsidiary or an Affiliated Entity.
SECTION 2.15 "Exchange Act" means the Securities Exchange Act of
1934, as
amended.
SECTION 2.16 "Fair Market Value" means (A) during such time as the
Common
Stock is registered under Section 12 of the Exchange Act, the
closing price of
the Common Stock as reported by an established stock exchange or
automated
quotation system on the day for which such value is to be
determined, or, if no
sale of the Common Stock shall have been made on any such stock
exchange or
automated quotation system that day, on the next preceding day on
which there
was a sale of such Common Stock, or (B) during any such time as the
Common Stock
is not listed upon an established stock exchange or automated
quotation system,
the mean between dealer "bid" and "ask" prices of the Common Stock
in the
over-the-counter market on the day for which such value is to be
determined, as
reported by the National Association of Securities Dealers, Inc.,
or (C) during
any such time as the Common Stock cannot be valued pursuant to (A)
or (B) above,
the fair market value shall be as determined by the Board
considering all
relevant information including, by example and not by limitation,
the services
of an independent appraiser.
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SECTION 2.17 "Incentive Stock Option" means an Option within the
meaning of
Section 422 of the Code.
SECTION 2.18 "Nonqualified Stock Option" means an Option which is
not an
Incentive Stock Option.
SECTION 2.19 "Option" means an Award granted under Article V of the
Plan
and includes both Nonqualified Stock Options and Incentive Stock
Options to
purchase shares of Common Stock.
SECTION 2.20 "Participant" means an Eligible Employee, a Consultant
or an
Eligible Director to whom an Award has been granted by the Board
under the Plan.
SECTION 2.21 "Performance Bonus" means the cash bonus which may be
granted
to Eligible Employees under Article IX of the Plan.
SECTION 2.22 "Performance Units" means those monetary units that
may be
granted to Eligible Employees, Consultants or Eligible Directors
pursuant to
Article VIII hereof.
SECTION 2.23 "Plan" means [Parent] Corporation 2006 Long-Term
Incentive
Plan.
SECTION 2.24 "Restricted Stock Award" means an Award granted to an
Eligible
Employee, Consultant or Eligible Director under Article VI of the
Plan.
SECTION 2.25 "Retirement" means the termination of an Eligible
Employee's
employment with the Company, a Subsidiary or an Affiliated Entity
on or after
attaining age 62.
SECTION 2.26 "SAR" means a stock appreciation right granted to an
Eligible
Employee, Consultant or Eligible Director under Article VII of the
Plan.
SECTION 2.27 "Subsidiary" shall have the same meaning set forth in
Section
424 of the Code.
ARTICLE III
ADMINISTRATION
SECTION 3.1 Administration of the Plan by the Board. The Board
shall
administer the Plan. The Board may, by resolution, appoint a
committee to
administer the Plan and delegate its powers described under this
Section 3.1 for
purposes of Awards granted to Eligible Employees and Consultants.
Subject to the provisions of the Plan, the Board shall have
exclusive power
to:
(a) Select Eligible Employees and Consultants to participate in the
Plan.
(b) Determine the time or times when Awards will be made to
Eligible
Employees or Consultants.
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(c) Determine the form of an Award, whether an Incentive Stock
Option,
Nonqualified Stock Option, Restricted Stock Award, SAR, Performance
Unit,
or Performance Bonus, the number of shares of Common Stock or
Performance
Units subject to the Award, the amount and all the terms,
conditions
(including performance requirements), restrictions and/or
limitations, if
any, of an Award, including the time and conditions of exercise or
vesting,
and the terms of any Award Agreement, which may include the waiver
or
amendment of prior terms and conditions or acceleration or early
vesting or
payment of an Award under certain circumstances determined by the
Board.
(d) Determine whether Awards will be granted singly or in
combination.
(e) Accelerate the vesting, exercise or payment of an Award or the
performance period of an Award.
(f) Determine whether and to what extent a Performance Bonus may be
deferred, either automatically or at the election of the
Participant or the
Board.
(g) Take any and all other action it deems necessary or advisable
for the
proper operation or administration of the Plan.
SECTION 3.2 Administration of Grants to Eligible Directors. The
Board shall
have the exclusive power to select Eligible Directors to
participate in the Plan
and to determine the number of Nonqualified Stock Options,
Performance Units,
SARs or shares of Restricted Stock awarded to Eligible Directors
selected for
participation. If the Board appoints a committee to administer the
Plan, it may
delegate to the committee administration of all other aspects of
the Awards made
to Eligible Directors.
SECTION 3.3 Board to Make Rules and Interpret Plan. The Board in
its sole
discretion shall have the authority, subject to the provisions of
the Plan, to
establish, adopt, or revise such rules and regulations and to make
all such
determinations relating to the Plan, as it may deem necessary or
advisable for
the administration of the Plan. The Board's interpretation of the
Plan or any
Awards and all decisions and determinations by the Board with
respect to the
Plan shall be final, binding, and conclusive on all parties.
SECTION 3.4 Section 162(m) Provisions. The Company intends for the
Plan and
the Awards made thereunder to qualify for the exception from
Section 162(m) of
the Code for "qualified performance based compensation" if it is
determined by
the Board that such qualification is necessary for an Award.
Accordingly, the
Board shall make determinations as to performance targets and all
other
applicable provisions of the Plan as necessary in order for the
Plan and Awards
made thereunder to satisfy the requirements of Section 162(m) of
the Code.
ARTICLE IV
GRANT OF AWARDS
SECTION 4.1 Grant of Awards. Awards granted under this Plan shall
be
subject to the following conditions:
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(a) Subject to Article X, the aggregate number of shares of Common
Stock
made subject to the grant of Options and/or SARs to any Eligible
Employee in any
calendar year may not exceed _______.
(b) Subject to Article X, the aggregate number of shares of Common
Stock
made subject to the grant of Restricted Stock Awards and
Performance Unit Awards
to any Eligible Employee in any calendar year may not exceed
_______.
(c) The maximum amount made subject to the grant of Performance
Bonuses to
any Eligible Employee in any calendar year may not exceed
$_________.
(d) Any shares of Common Stock related to Awards which terminate by
expiration, forfeiture, cancellation or otherwise without the
issuance of shares
of Common Stock or are exchanged in the Board's discretion for
Awards not
involving Common Stock, shall be available again for grant under
the Plan and
shall not be counted against the shares authorized under Section
1.3.
(e) Common Stock delivered by the Company in payment of an Award
authorized
under Articles V and VI of the Plan may be authorized and unissued
Common Stock
or Common Stock held in the treasury of the Company.
(f) The Board shall, in its sole discretion, determine the manner
in which
fractional shares arising under this Plan shall be treated.
(g) Separate certificates or a book-entry registration representing
Common
Stock shall be delivered to a Participant upon the exercise of any
Option.
(h) The Board shall be prohibited from canceling, reissuing or
modifying
Awards if such action will have the effect of repricing the
Participant's Award.
(i) Eligible Directors may only be granted Nonqualified Stock
Options,
Restricted Stock Awards, SARs or Performance Units under this Plan.
(j) Subject to Article X, the aggregate number of shares of Common
Stock
made subject to the grant of Options to any individual Eligible
Director in any
calendar year may not exceed ______.
(k) Subject to Article X, in no event shall more than ______ shares
of
Restricted Stock be awarded to any individual Eligible Director in
any calendar
year.
(l) The maximum term of any Award shall be ten years.
ARTICLE V
STOCK OPTIONS
SECTION 5.1 Grant of Options. The Board may, from time to time,
subject to
the provisions of the Plan and such other terms and conditions as
it may
determine, grant Options to Eligible Employees. These Options may
be Incentive
Stock Options or Nonqualified Stock
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Options, or a combination of both. The Board may, subject to the
provisions of
the Plan and such other terms and conditions as it may determine,
grant
Nonqualified Stock Options to Eligible Directors and Consultants.
Each grant of
an Option shall be evidenced by an Award Agreement executed by the
Company and
the Participant, and shall contain such terms and conditions and be
in such form
as the Board may from time to time approve, subject to the
requirements of
Section 5.2.
SECTION 5.2 Conditions of Options. Each Option so granted shall be
subject
to the following conditions:
(a) Exercise Price. As limited by Section 5.2(e) below, each Option
shall
state the exercise price which shall be set by the Board at the
Date of Grant;
provided, however, no Option shall be granted at an exercise price
which is less
than the Fair Market Value of the Common Stock on the Date of
Grant.
(b) Form of Payment. The exercise price of an Option may be paid
(i) in
cash or by check, bank draft or money order payable to the order of
the Company;
(ii) by delivering shares of Common Stock having a Fair Market
Value on the date
of payment equal to the amount of the exercise price, but only to
the extent
such exercise of an Option would not result in an adverse
accounting charge to
the
