IMPLEX CORPORATION
2008 EMPLOYEES COMPENSATION AND
STOCK OPTION PLAN
THIS EMPLOYEES
COMPENSATION AND STOCK OPTION PLAN,adopted by the Board of
Directors of Implex Corporation (the “Company”)
this 25 th day of August, 2008,
WITNESSETH
THAT:
WHEREAS, the
Company needs to conserve its cash and working capital and it is
desirable to have a plan which will permit the Company to (a)
compensate employees with shares of the Company’s Common
Stock in lieu of cash, and (b) incentivize and compensate employees
with stock options;
WHEREAS, the
Company desires to give its Board of Directors the flexibility to
compensate employees with either shares of the Company’s
Common Stock or with stock options (Common Stock Purchase
Options);
WHEREAS, the
Company desires to provide employees with stock options in order to
form a relationship with the option grantees and tie their
compensation to the Company and its business and its
profitability;
NOW, THEREFORE,
in order to carry out the foregoing purposes, the Board of
Directors of the Company hereby adopts this Employees Compensation
and Stock Option Plan, as follows:
ARTICLE I
THE PLAN
1.
General. This Plan encompasses the grant, by the
Company’s Board of Directors, of either (A) shares of the
Company’s Common Stock, or (B) options for the purchase of
shares of the Company’s Common Stock. As such,
this Plan includes a Stock Option Plan as set forth in Article II
and a Common Stock Compensation Plan, as set forth in Article
III. In each case, the Board of Directors shall
determine, in its discretion, whether to issue shares of Common
Stock or to issue Common Stock Purchase Options, or a combination
thereof. If the Board of Directors shall determine to
issue shares of Common Stock, it shall do so within the terms and
conditions of Part II. If the Board of Directors shall
determine to issue Common Stock Purchase Options, it shall do so
within the terms and conditions of Part III. Finally, in
the event of a combination of compensation, the Board of Directors
shall apply the applicable portion of each Part.
2.
Total Number of Shares under Plan. The total
number of shares issuable, either directly or upon the exercise of
options granted pursuant to this Plan, shall be limited to Two
Million Five Hundred Thousand (2,500,000).
3.
Term of Plan. The term of this Plan shall
commence upon the date adopted by the Board of Directors of the
Company and shall end on that day five (5) years from the
commencement date. Termination of the Plan shall not,
however, terminate Common Stock Purchase Options granted under Part
II, provided nevertheless that all such options shall terminate on
the earlier of (A) that day five (5) years from the date of grant
or (B) that day ten (10) years from the commencement
date.
4. Amendment
of the Plan. The Board of Directors of the Company may from
time to time alter, amend, suspend or discontinue this Plan, or any
part hereof, and make rules for its administration, except that the
Board of Directors shall not amend the Plan in any manner which
would have the effect of preventing options issued under the Plan
from being "incentive stock options" as defined in Section 422A of
the Internal Revenue Code of 1986.
5. Grants of
Shares and/or Options discretionary. The granting
of shares of Common Stock or Common Stock Purchase Options under
this Plan shall be entirely discretionary with the Company’s
Board of Directors (or any committee appointed by the Board of
Directors as provided in this Plan and nothing in this Plan shall
be deemed to give any employee any right to participate in this
Plan or to receive shares or options.
PART II
COMMON STOCK PURCHASE
OPTIONS
1.
Purpose. The purpose of this Part II of this
Plan is to secure for the Company and its stockholders the benefits
which flow from providing corporate officers, executives, and
managerial employees ("key employees") with the incentive inherent
in common stock ownership. It is generally recognized
that stock option plans aid in retaining competent executives and
employees and furnish a device to attract executives and employess
of exceptional ability to the Company because of the opportunity
offered to acquire a proprietary interest in the
business.
2. Amount of
stock. The total number of shares of Common Stock
to be subject to options granted pursuant to this Plan on and after
the commencement date of the Plan shall not exceed 2,500,000 shares
of the Company's Common Stock. This total number of
shares shall be reduced, from time to time, upon the issuance of
shares of Common Stock under Part III of this Plan or upon the
reservation of shares for issuance upon the exercise of options
granted under this Part II of this Plan. This total
number of shares shall also be subject to appropriate increase or
decrease in the event of a stock dividend upon, or a subdivision,
split-up, combination or reclassification of, the shares
purchasable under such options. In the event that
options granted under this Plan shall lapse without being exercised
in whole or in part, other options may be granted covering the
shares not purchased under such lapsed options or the shares may be
issued in grants under Part III.
3.
Stock Option Committee. The Board of Directors
may, from time to time, appoint a Stock Option Committee
(hereinafter called the "Committee"), to serve under this
Plan. The Committee shall consist of three or more
directors. In the absence of such a committee, the
entire Board of Directors shall serve as the Stock Option
Committee, and all references in this Plan to the Committee" shall
refer to the entire Board of Directors.
4.
Eligibility and participation. Options may be
granted pursuant to this Plan to corporate officers, executives,
and managerial employees of the Company and any subsidiaries which
may exist from time to time (hereinafter called
"employees"). From time to time the Committee shall
select the employees to whom options may be granted by the Board of
Directors and shall determine the number of shares to be covered by
each option so granted. Future as well as present
employees (including officers, executives, and managerial employees
who are directors) shall be eligible to participate in the
Plan. Directors who are not officers, executives, or
managerial employees of the Company or a subsidiary are not
eligible to participate in the Plan. No option may be
granted under the Plan after that day which is five (5) years from
the commencement date. No individual or entity shall be
granted options having a value of more than $100,000 under this
Plan in any one fiscal year.
5.
Option agreement. The terms and provisions of
options granted pursuant to the Plan shall be set forth in an
agreement, herei
