Exhibit 10.1
MICRO
COMPONENT TECHNOLOGY, INC.
2008 NON-QUALIFIED STOCK OPTION
PLAN
Adopted June 19,
2008
ARTICLE I.
PURPOSE
The
purpose of this Plan is to provide a means whereby Micro Component
Technology, Inc. (the “Company”), may be able, by
granting non-qualified stock options (“Options”), to
attract, retain and motivate capable and loyal employees,
directors, consultants and advisors of the Company and its
subsidiaries, for the benefit of the Company and its
shareholders. All options granted under the Plan shall be
non-qualified stock options which do not qualify for favorable tax
treatment.
ARTICLE II.
RESERVATION OF SHARES
A
total of 5,000,000 shares of Common Stock of the Company
(“Shares”) are reserved for issuance pursuant to
Options granted under the Plan. If any Option expires or
terminates for any reason without being exercised in full, the
unpurchased Shares shall become available for additional
Options. Shares reserved for issue as provided herein shall
cease to be reserved upon termination of the Plan.
ARTICLE III.
ADMINISTRATION
(a) The
Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company (the
“Committee”). The Committee shall be appointed by
the Board of Directors and shall be comprised solely of two or more
“non-employee directors” within the meaning of SEC
Rule 16b-3. Vacancies in the Committee shall be filled
by the Board.
(b) The Committee shall have full
power to construe and interpret the Plan and to establish and amend
rules and regulations for its administration, subject to the
express provisions of the Plan.
(c) The
Committee shall determine which persons shall be granted Options
under the Plan, the number of Shares included in each Option, any
limitations on the exercise or vesting of Options in addition to
those imposed by this Plan, and any other terms and conditions of
Options. The Committee may also approve amendments to
outstanding Options, provided there is no conflict with the terms
of the Plan, applicable law, or applicable stock market
rules and regulations.
(d) The Committee shall not approve
any repricing of outstanding Options without prior shareholder
approval. The term “repricing” means (i) a
reduction in the exercise price of an Option after it has been
granted, (ii) the cancellation of an Option in exchange for a
new Option, unless pursuant to a merger or similar transaction, or
(iii) any similar action which would be treated as a repricing
under applicable accounting rules.
ARTICLE IV.
ELIGIBILITY
An Option may be
granted to any employee, director, consultant or advisor of the
Company or its subsidiaries, except that no consultant or advisor
shall be granted Options in connection with the offer and sale of
securities in a capital raising transaction on behalf of the
Company.
ARTICLE V.
CHANGES IN PRESENT STOCK
In the event of a
recapitalization, merger, consolidation, reorganization, stock
dividend, stock split or other change in capitalization affecting
the Company’s present capital stock, appropriate adjustment
may be made by the Committee in the number and kind of shares
included in any Option, and the exercise or purchase price of any
Option.
ARTICLE VI.
OPTIONS
(a)
Option Exercise Price . The per share exercise price
for each Option shall be determined by the Committee at the time of
grant, provided that the per share exercise price for any Option
shall be not less than the fair market value of the Common Stock on
the date the Option is granted. The fair market value of the
Common Stock as of any date shall be the closing market price for
the Common Stock on such date, or on the trading day closest to
such date if the Common Stock does not trade on such date. If
there is no closing market price for the
Common Stock, the
Committee shall use such other information deemed appropriate by
the Committee.
(b)
Exercise of Options . An optionee shall exercise an
Option by delivery of a signed, written notice to the Company,
specifying the number of Shares to be purchased, together with
payment of the full purchase price for the Shares. The
Company may accept payment from a broker on behalf of the optionee
and may, upon receipt of signed, written instructions from the
optionee, deliver the Shares directly to the broker. The date
of receip
