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EXHIBIT 4.1
CENTALE, INC.
2008 Stock and Stock Option Plan
Article 1. Establishment and Purpose
1.1
Establishment of
the Plan . Centale, Inc., a New York
corporation (the “Company” or
“Centale”), hereby establishes an incentive
compensation plan (the “Plan”), as set forth in
this document.
1.2
Purpose of the
Plan . The purpose of the Plan is to promote
the success and enhance the value of the Company by linking
the personal interests of Participants to those of
the
Company's
shareholders, and by providing Participants with an incentive
for outstanding performance. The Plan is further intended to
attract and retain the services of Participants upon whose
judgment, interest, and special efforts the successful
operation of Centale and its subsidiaries is
dependent.
1.3
Effective Date
of the Plan . The Plan shall become
effective on February 1, 2008.
Article 2. Definitions
Whenever
used in the Plan, the following terms shall have the meanings
set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:
(a) “Award”
means, individually or collectively, a grant under this Plan
of Stock, Stock Options, or Restricted Stock.
(b) “Award
Agreement” means an agreement which may be entered into
by each Participant and the Company, setting forth the terms
and provisions applicable to Awards granted to Participants
under this Plan.
(c) “Board”
or “Board of Directors” means the Company’s
Board of Directors.
(d) “Cause”
shall mean willful and gross misconduct on the part of an
Eligible Person that is materially and demonstrably
detrimental to the Company or any Subsidiary as determined by
the Committee in its sole discretion.
(e) “Change
in Control” shall be deemed to have occurred if (i) any
“person” (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act), other than (A) a person who on
February 1, 2008 was the beneficial owner of more than 25% of
the outstanding Shares, (B) a trustee or other fiduciary
holding securities under an employee benefit plan of the
Company or (C) a corporation owned directly or indirectly by
the shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company,
is or becomes the “beneficial owner”
(as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing fifty
percent (50%) or more of the total voting power represented by
the Company's then outstanding voting securities,
or (ii) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the
Board of Directors of the Company and any new
Director whose election by the Board of Directors
or nomination for election by the
Company's shareholders was approved by a vote of at
least two-thirds (2/3) of the Directors then still in office
who either were Directors at the beginning of the
period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a
majority thereof, or (iii) the shareholders of the Company
approve a merger or consolidation of the Company
with any other corporation, other than a merger or
consolidation which would result in the voting
securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities
of the surviving entity) at least fifty-five
percent (55%) of the total voting power represented
by the voting securities of the Company or such surviving
entity outstanding immediately after such merger or
consolidation, or the shareholders of the Company
approve a plan of complete liquidation of
the Company or an agreement for the sale or
disposition by the Company of all or substantially
all the Company’s assets.
(f)
“Code” means the Internal Revenue Code of 1986, as
amended from time to time.
(g) “Committee”
means the committee or committees, as specified in Article 3,
appointed by the Board to administer the Plan with respect to
grants of Awards.
(h) “Consultant”
means a natural person under contract with the Company to
provide bona
fide services to the Company which are not in
connection with the offer or sale of securities in a
capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company’s
securities.
(i)
“Director” means any individual who is a member of
the Centale Board of Directors.
(j)
“Disability” shall mean the Participant’s
inability to perform the Participant’s normal Employment
functions due to any medically determinable physical or mental
disability, which can last or has lasted 12 months or is
expected to result in death.
(k)
“Eligible Person” means an Employee, Director or
Consultant.
(l)
“Employee” means any officer or employee of the
Company or of one of the Company's
Subsidiaries. Directors who are not otherwise
employed by the Company shall not be considered Employees
under this Plan.
(m) “Employment,”
with reference to an Employee, means the condition of being an
officer or employee of the Company or one of its
Subsidiaries. “Employment,” with
reference to a Consultant, means the condition of being a
Consultant. “Employment,” with
reference to a Director, means the condition of being a
Director. The change in status of an Eligible
Person among the categories of Employee, Director and
Consultant shall not be deemed a termination of
Employment.
(n) “Exchange
Act” means the Securities Exchange Act of 1934, as
amended from time to time, or any successor Act
thereto.
(o) “Exercise
Price” means the price at which a Share may be purchased
by a Participant pursuant to an Option, as determined by the
Committee.
(p) “Insider”
shall mean an Eligible Person who is, on the relevant date, an
officer, director, or ten percent (10%) beneficial owner of
the Company, as those terms are defined under Section 16 of
the Exchange Act.
(q) “Option”
or “Stock Option” shall mean an option to purchase
Shares granted hereunder.
(r)
“Participant” means a person who holds an
outstanding Award granted under the Plan.
(s)
“Plan” means this 2008 Stock and Stock Option
Plan.
(t)
“Restricted Stock” means an Award of Stock granted
to an Eligible Person pursuant to Article 7
herein.
(u)
“Restriction Period” means the period during
which Shares of Restricted Stock are subject to restrictions
or conditions under Article 7.
(v) “Shares”
or “Stock” means the shares of common stock of the
Company.
(w)
“Subsidiary” shall mean any corporation in which
the Company owns directly, or indirectly
through subsidiaries, more than fifty percent (50%)
of the total combined voting power of all classes of Stock, or
any other entity (including, but not limited to,
partnerships and joint ventures) in which the
Company owns more than
fifty percent (50%) of the combined
equity thereof.
Article 3. Administration
3.1
The
Committee . The Plan and all Awards
hereunder shall be administered by one or more Committees of
the Board as may be appointed by the Board for this
purpose. The Board may appoint a Committee
specifically responsible for Awards to Insiders (the
“Disinterested Committee”) where each Director on
such Disinterested Committee is a “Non-Employee
Director” (or any successor designation for determining
who may administer plans, transactions or awards exempt under
Section 16(b) of the Exchange Act), as that term is used in
Rule 16b-3 under the Exchange Act, as that rule may be
modified from time to time. If no specific
Committee is appointed by the Board, then the Board in its
entirety shall be the Committee. Any Committee may
be replaced by the Board at any time.
3.2
Authority of the
Committee . The Committee shall have full
power, except as limited by law and subject to the provisions
herein, to select the recipients of Awards; to determine the
size and types of Awards; to determine the terms and
conditions of such Awards in a manner consistent with the
Plan; to construe and interpret the Plan and any agreement or
instrument entered into under the Plan; to establish, amend,
or waive rules and regulations for the Plan's administration;
and to amend the terms and conditions of any outstanding Award
to the extent such terms and conditions are within the
discretion of the Committee as provided in the
Plan. Further, the Committee shall make all other
determinations which may be necessary or advisable for the
administration of the Plan.
No
Award may be made under the Plan after December 31,
2015.
All
determinations and decisions made by the Committee pursuant to
the provisions of the Plan and all related orders or
resolutions of the Board shall be final, conclusive, and
binding on all persons, including the Company, its
stockholders, Eligible Persons, Participants, and their
estates and beneficiaries.
Subject
to the terms of this Plan, the Committee is authorized, and
shall not be limited in its discretion, to use any of the
Performance Criteria specified herein in its determination of
Awards under this Plan.
Article 4. Shares Subject to the Plan
4.1
Number of
Shares . Subject to adjustment as provided
in Section 4.3 herein, the number of Shares available for
grant under the Plan shall not exceed twenty-five million
(25,000,000) Shares. The Shares granted under this
Plan may be either authorized but unissued or reacquired
Shares.
4.2
Lapsed
Awards . If any Award granted under this
Plan is canceled, terminates, expires, or lapses for any
reason, Shares subject to such Award shall be again available
for the grant of an Award under the Plan.
4.3
Adjustments in
Authorized Plan Shares . In the event of any
merger, reorganization, consolidation, recapitalization,
separation, liquidation, Stock dividend, split-up, Share
combination, or other change in the corporate structure of the
Company affecting the Shares, an adjustment shall be made in
the number and class of Shares which may be delivered under
the Plan, and in the number and class of and/or price of
Shares subject to outstanding Awards granted under the Plan,
and/or the number of outstanding Options and Shares of
Restricted Stock constituting outstanding Awards, as may be
determined to be appropriate and equitable by the Committee,
in its sole discretion, to prevent dilution or enlargement of
rights.
Article 5. Stock Grant
5.1
Gr
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