IVOICE, INC.
2008 Directors’ and
Officers’ Stock Incentive Plan
The purpose of
the iVoice, Inc. 2008 Directors’ and Officers’ Stock
Incentive Plan (the "Plan") is to (i) provide long-term incentives
and rewards to officers and directors ("Eligible Participants") of
iVoice, Inc. ("the Company") and its subsidiaries; (ii) assist the
Company in attracting and retaining officers and directors with
experience and/or ability on a basis competitive with industry
practices; and (iii) associate the interests of such employees,
directors, independent contractors or agents with those of the
Company's stockholders.
The Plan is
effective as of the date it is adopted by the Board of Directors of
the Company and Awards may be made under the Plan on and after its
effective date.
3. ADMINISTRATION OF THE PLAN.
The Plan shall
be administered by the Board of Directors or a committee appointed
by the Board of Directors of the Company (hereinafter referred to
as the “Board”) and the Board shall be so constituted
as to permit the Plan to comply with the disinterested
administration requirements under Rule 16b-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the
"outside director" requirement of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code").
The Board shall
have all the powers vested in it by the terms of the Plan, such
powers to include exclusive authority (within the limitations
described herein) to select the Eligible Participants to be granted
awards under the Plan, to determine the type, size and terms of
awards to be made to each Eligible Participant selected, to
determine the time when awards will be granted, when they will
vest, when they may be exercised and when they will be paid, to
amend awards previously granted and to establish objectives and
conditions, if any, for earning awards and whether awards will be
paid after the end of the award period. The Board shall have full
power and authority to administer and interpret the Plan and to
adopt such rules, regulations, agreements, guidelines and
instruments for the administration of the Plan and for the conduct
of its business as the Board deems necessary or advisable and to
interpret same. The Board's interpretation of the Plan,
and all actions taken and determinations made by the Board pursuant
to the powers vested in it hereunder, shall be conclusive and
binding on all parties concerned, including the Company
stockholders, any participants in the Plan and any other Eligible
Participant of the Company.
All employees
of the Company and all employees of Affiliates shall be eligible to
participate in the Plan. The Board, in its sole
discretion, shall from time to time designate from among the
eligible employees and among directors, independent contractors or
agents those individuals who are to receive awards under and
thereby become participants in the Plan. For purposes of
the Plan, "Affiliate" shall mean any entity, as may from time to
time be designated by the Board, that is a subsidiary corporation
of the Company (within the meaning of Section 424 of the Code), and
each other entity directly or indirectly controlling or controlled
by or under common control with the Company. For
purposes of this definition, "control" means the power to direct
the management and policies of such entity, whether through the
ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meaning correlative to
the foregoing.
(a)
Types. Awards under the Plan shall be made with
reference to shares of the Company common stock and may include,
but need not be limited to, stock options (including non-statutory
stock options and incentive stock options qualifying under Section
422 of the Code), stock appreciation rights (including
free-standing, tandem and limited stock appreciation rights),
warrants, dividend equivalents, stock awards, restricted stock,
phantom stock, performance shares or other securities or rights
that the Board determines to be consistent with the objectives and
limitations of the Plan. The Board may provide for the issuance of
shares of the Company common stock as a stock award for no
consideration other than services rendered or, to the extent
permitted by applicable state law, to be rendered. In
the event of an award under which shares of the Company common
stock are or may in the future be issued for any other type of
consideration, the amount of such consideration shall (i) be equal
or greater than to the amount (such as the par value of such
shares) required to be received by the Company in order to assure
compliance with applicable state law and (ii) to the extent
necessary to comply with Rule 16b-3 of the Exchange Act, be equal
to or greater than 50% of the fair market value of such shares on
the date of grant of such award. The Board may make any other type
of award which it shall determine is consistent with the objectives
and limitations of the Plan.
(b) Performance
Goals. The Board may, but need not, establish
performance goals to be achieved within such performance periods as
may be selected by it in its sole discretion, using such measures
of the performance of the Company and/or its Affiliates as it may
select.
(c) Rules and
Policies. The Board may adopt from time to time written
rules and policies implementing the Plan. Such rules and
policies may include, but need not be limited to, the type, size
and term of awards to be made to participants and the conditions
for the exercise or payment of such awards.
5. SHARES OF STOCK
SUBJECT TO THE PLAN.
The shares that
may be delivered or purchased or used for reference purposes under
the Plan shall not exceed an aggregate of twenty percent (20%) of
the issued and outstanding shares of the Company’s Class A
Common Stock, no par value per share, as determined by the Board
f
|
