2007 STOCK OPTION PLAN
OF
Ivany Mining Inc.
A Delaware
Corporation
October 18, 2007
STOCK OPTION PLAN
OF
Ivany Mining Inc.
TABLE OF CONTENTS
Page No.
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ADMINISTRATION
OF THE PLAN
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2
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TERMS AND
CONDITIONS OF OPTIONS
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4
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TERMINATION OR
AMENDMENT OF THE PLAN
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9
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EFFECTIVE DATE
AND TERM OF THE PLAN
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10
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STOCK OPTION PLAN
OF
Ivany Mining Inc.
A Delaware
Corporation
The purpose of
this Plan is to strengthen Ivany Mining Inc.
(hereinafter the “Company”) by providing incentive
stock options as a means to attract, retain and motivate key
corporate personnel, through ownership of stock of the Company, and
to attract individuals of outstanding ability to render services to
and enter the employment of the Company or its
subsidiaries.
There shall be
two types of Stock Options (referred to herein as "Options" without
distinction between such different types) that may be granted under
this Plan: (1) Options intended to qualify as Incentive Stock
Options under Section 422 of the Internal Revenue Code
(“Qualified Stock Options”), and (2) Options not
specifically authorized or qualified for favorable income tax
treatment under the Internal Revenue Code (“Non-Qualified
Stock Options”).
The following
definitions are applicable to the Plan:
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Board. The Board of Directors of the
Company.
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Code. The Internal Revenue Code of
1986, as amended from time to time.
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Common Stock.
The shares of Common Stock of the Company.
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Company. Ivany
Mining Inc., a Delaware corporation.
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Consultant. An
individual or entity that renders professional services to the
Company as an independent contractor and is not an employee or
under the direct supervision and control of the Company.
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Disabled or
Disability. For the purposes of Section 7, a disability
of the type defined in Section 22(e)(3) of the Code. The
determination of whether an individual is Disabled or has a
Disability is determined under procedures established by the Plan
Administrator for purposes of the Plan.
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Fair Market
Value. For purposes of the Plan, the “fair market value" per
share of Common Stock of the Company at any date shall be: (a) if
the Common Stock is listed on an established stock exchange or
exchanges or the NASDAQ National Market, the closing price per
share on the last trading day immediately preceding such date on
the principal exchange on which it is traded or as reported by
NASDAQ; or (b) if the Common Stock is not then listed on an
exchange or the NASDAQ National Market, but is quoted on the NASDAQ
Small Cap Market, the NASDAQ electronic bulletin board or the
National Quotation Bureau pink sheets, the average of the closing
bid and asked prices per share for the Common Stock as quoted by
NASDAQ or the National Quotation Bureau, as the case may be, on the
last trading day immediately preceding such date; or (c) if the
Common Stock is not then listed on an exchange or the NASDAQ
National Market, or quoted by NASDAQ or the National Quotation
Bureau, an amount determined in good faith by the Plan
Administrator.
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immediately
preceding such date on the principal exchange on which it is traded
or as reported by NASDAQ; or (b) if the Common Stock is not then
listed on an exchange or the NASDAQ National Market, but is quoted
on the NASDAQ Small Cap Market, the NASDAQ electronic bulletin
board or the National Quotation Bureau pink sheets, the average of
the closing bid and asked prices per share for the Common Stock as
quoted by NASDAQ or the National Quotation Bureau, as the case may
be, on the last trading day immediately preceding such date; or (c)
if the Common Stock is not then listed on an exchange or the NASDAQ
National Market, or quoted by NASDAQ or the National Quotation
Bureau, an amount determined in good faith by the Plan
Administrator.
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Incentive Stock
Option. Any Stock Option intended to be and designated as an
"incentive stock option" within the meaning of Section 422 of the
Code.
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Non-Qualified
Stock Option. Any Stock Option that is not an
Incentive Stock Option.
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Optionee. The
recipient of a Stock Option.
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Plan
Administrator. The board or the Committee designated by the Board
pursuant to Section 4 to administer and interpret the terms of the
Plan.
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Stock Option.
Any option to purchase shares of Common Stock granted pursuant to
Section 7.
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ADMINISTRATION
OF THE PLAN
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This Plan shall
be administered by the Board of Directors or by a Compensation
Committee (hereinafter the “Committee”) composed of
members selected by, and serving at the pleasure of, the Board of
Directors (the “Plan Administrator”). Subject to the
provisions of the Plan, the Plan Administrator shall have authority
to construe and interpret the Plan, to promulgate, amend, and
rescind rules and regulations relating to its administration, to
select, from time to time, among the eligible employees and
non-employee consultants (as determined pursuant to Section 5) of
the Company and its subsidiaries those employees and consultants to
whom Stock Options will be granted, to determine the duration and
manner of the grant of the Options, to determine the exercise
price, the number of shares and other terms covered by the Stock
Options, to determine the duration and purpose of leaves of absence
which may be granted to Stock Option holders without constituting
termination of their employment for purposes of the Plan, and to
make all of the determinations necessary or advisable for
administration of the Plan. The interpretation and construction by
the Plan Administrator of any provision of the Plan, or of any
agreement issued and executed under the Plan, shall be final and
binding upon all parties. No member of the Committee or Board shall
be liable for any action or determination undertaken or made in
good faith with respect to the Plan or any agreement executed
pursuant to the Plan.
If a Committee
is established, all of the members of the Committee shall be
persons who, in the opinion of counsel to the Company, are outside
directors and "non-employee directors" within the meaning of Rule
16b-3(b)(3)(i) promulgated by the Securities and Exchange
Commission. From time to time, the Board may
increase or decrease the size of the Committee, and add additional
members to, or remove members from, the Committee. The Committee
shall act pursuant to a majority vote, or the written consent of a
majority of its members, and minutes shall be kept of all of its
meetings and copies thereof shall be provided to the Board. Subject
to the provisions of the Plan and the directions of the Board, the
Committee may establish and follow such rules and regulations for
the conduct of its business as it may deem advisable.
At the option
of the Board, the entire Board of Directors of the Company may act
as the Plan Administrator during such periods of time as all
members of the Board are “outside directors” as defined
in Treas. Regs. §1.162-27(e)(3), except that this requirement
shall not apply during any period of time prior to the date the
Company's Common Stock becomes registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended.
The Company is
hereby authorized to grant Incentive Stock Options as defined in
section 422 of the Code to any employee or director (including any
officer or director who is an employee) of the Company, or of any
of its subsidiaries; provided, however, that no person who owns
stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company, or any of its parent or
subsidiary corporations, shall be eligible to receive an Incentive
Stock Option under the Plan unless at the time such Incentive Stock
Option is granted the Option price is at least 110% of the fair
market value of the shares subject to the Option, and such Option
by its terms is not exercisable after the expiration of five years
from the date such Option is granted.
An employee may
receive more than one Option under the Plan. Non-Employee Directors
shall be eligible to receive Non-Qualified Stock Options in
the discretion of the Plan Administrator. In addition,
Non-Qualified Stock Options may be granted to employees,
officers, directors and consultants who are selected by the Plan
Administrator.
The stock
available for grant of Options under the Plan shall be shares of
the Company's authorized but unissued, or reacquired, Common Stock.
Subject to adjustment as provided herein, the maximum aggregate
number of shares of the Company’s common stock that may be
optioned and sold under the Plan is fifteen percent (15%) of the
issued and outstanding shares of the Company’s Common Stock
on the date this Plan is adopted by the Company’s Board of
Directors. The maximum aggregate number of shares of the
Company’s Common Stock that may be optioned and sold under
the Plan will be increased effective the first day of each of the
Company’s fiscal quarters, by an amount equal to the lesser
of:
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The number of
shares which is equal to 15% of the outstanding shares of the
Common Stock on the first day of the applicable fiscal quarter,
less the number of shares of Common Stock which may be optioned and
sold under the Plan prior to the first day of the applicable fiscal
quarter; and
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a lesser number
of shares of Common Stock determined by the board of directors of
the Company.
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The maximum
number of shares for which an Option may be granted to any Optionee
during any calendar year shall not exceed three percent (3%) of the
issued and outstanding common shares of the Company. In
the event that any outstanding Option under the Plan for any reason
expires or is terminated, the shares of Common Stock allocable to
the unexercised portion of the Option shall again be available for
Options under the Plan as if no Option had been granted with regard
to such shares.
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TERMS AND
CONDITIONS OF OPTIONS
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Options granted
under the Plan shall be evidenced by agreements (which need not be
identical) in such form and containing such provisions that are
consistent with the Plan as the Plan Administrator shall from time
to time approve. Such agreements may incorporate all or any of the
terms hereof by reference and shall comply with and be subject to
the following terms and conditions:
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Number of
Shares. Each Option agreement shall specify the number of shares
subject to the Option.
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Option Price.
The purchase price for the shares subject to any Option shall be
determined by the Plan Administrator at the time of the grant, but
shall not be less than 85% of Fair Market Value per share. Anything
to th
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