Exhibit
10.2
2008 STOCK OPTION
PLAN
OF
IMPLEX CORPORATION
The Purposes of the 2008 Stock Option Plan (the
“Plan”) of Implex Corporation, a Nevada corporation
(the “Company”), are to:
(a) Encourage
selected employees, directors and consultants to improve operations
and increase profits of the Company;
(b) Encourage
selected employees, directors and consultants to accept or continue
employment or association with the Company or its Affiliates;
and
(c) Increase
the interest of selected employees, directors and consultants in
the Company’s welfare through participation in the growth in
value of the common stock of the Company (the “Common
Stock”).
Options granted
under this Plan (“Options”) may be “incentive
stock options” (“ISOs”) intended to satisfy the
requirements of Section 422 of the Internal Revenue Code of 1986,
as amended, and the regulations thereunder (the
“Code”), or “non-qualified options”
(“NQOs”).
Every Person who at the date of grant of an
Option is an employee of the Company or of any Affiliate (as
defined below) of the Company is eligible to receive NQOs or ISOs
under this Plan. Every person who at the date of grant
is a consultant to, or non-employee director of, the Company or any
Affiliate (as defined below) of the Company is eligible to receive
NQOs under this Plan. The term “Affiliate”
as used in the Plan means a parent or subsidiary corporation as
defined in the applicable provisions (currently Sections 424(e) and
(f), respectively) of the Code. The term
“employee” includes an officer or director who is an
employee of the Company. The term
“consultant” includes persons employed by, or otherwise
affiliated with, a consultant.
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STOCK SUBJECT
TO THIS PLAN; MAXIMUM NUMBER OF GRANTS
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Subject to the provisions of Section 6.1.1 of
the Plan, the total number of shares of stock which may be issued
under Options granted pursuant to this Plan shall not exceed Two
Million Five Hundred Thousand (2,500,000) shares of Common Stock,
$.001 par value per share. The shares covered by the
portion of any grant under the Plan which expires unexercised shall
become available again for grants under the Plan.
(a) The
Plan shall be administered by the Board of Directors on the Company
(the “Board”) or by a committee (the
“Committee”) to which administration of the Plan, or of
part of the Plan, is delegated by the Board (in either case, the
“Administrator”). The Board shall appoint
and remove members of the Committee in its discretion in accordance
with applicable laws. If necessary in order to comply
with Rule 16b-3 under the Exchange Act and Section 162 (m) of the
Code, the Committee shall, in the Board’s discretion, be
comprised solely of “non-employee directors” within the
meaning of said Rule 16b-3 and “outside directors”
within the meaning of Section 162 (m) of the Code. The
foregoing notwithstanding, the Administrator may delegate
nondiscretionary administrative duties to such employees of the
Company as it deems proper and the Board, in its absolute
discretion, may at any time and from time to time exercise any and
all rights and duties of the Administrator under the
Plan.
(b) Subject
to the other provisions of this Plan, the Administrator shall have
the authority, in its discretion: (i) to grant Options; (ii) to
determine the fair market value of the Common Stock subject to
Options; (iii) to determine the exercise price of Options granted;
(iv) to determine the persons to whom, and the time or times at
which, Options shall be granted, and the number of shares subject
to each option; (v) to interpret this Plan; (vi) to prescribe,
amend, and rescind rules and regulations relating to this Plan;
(vii) to determine the terms and provisions of each Option granted
(which need not be identical), including but not limited to, the
time or times at which Options shall be exercisable; (viii) with
the consent of the optionee, to modify or amend any Option; (ix) to
defer (with the consent of the optionee) the exercise date of any
Option; (x) to authorize any person to execute on behalf of the
Company any instrument evidencing the grant of an Option; and (xi)
to make all other determinations deemed necessary or advisable for
the administration of this Plan. The Administrator may
delegate nondiscretionary administrative duties to such employees
of the Company, as it deems proper.
(c) All
Questions of interpretation, implementation, and application of
this Plan shall be determined by the Administrator. Such
determinations shall be final and binding on all
persons.
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GRANTING OF
OPTIONS; OPTION AGREEMENT
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(a) No
Options shall be granted under this Plan after 10 years from the
date of adoption of this Plan by the Board.
(b) Each
Option shall be evidenced by a written stock option agreement, in
form satisfactory to the Administrator, executed by the Company and
the person to whom such Option is granted.
(c) The
stock option agreement shall specify whether each Option it
evidences is an NQO or an ISO.
(d) Subject
to Section 6.3.3 with respect to ISOs, the Administrator may
approve the grant of Options under this Plan to persons who are
expected to become employees, directors or consultants of the
Company, but are not employees, directors or consultants at the
date of approval, and the date of approval shall be deemed to be
the date of the grant unless otherwise specified by the
Administrator.
6.
TERMS AND CONDITIONS OF OPTIONS
Each Option granted under this Plan shall be
subject to the terms and conditions set forth in Section
6.1. NQOs shall be also subject to the terms and
conditions set forth in Section 6.2, but not those set forth in
Section 6.3. ISOs shall also be subject to the terms and
conditions set forth in Section 6.3, but not those set forth in
Section 6.2.
6.1 Terms
and Conditions to Which All Options Are Subject. All
Options granted under this Plan shall be subject to the following
terms and conditions:
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6.1.1
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Changes in
Capital Structure. Subject to Section 6.1.2, if the
stock of the Company is changed by reason of a stock split, reverse
stock split, stock dividend, or recapitalization, combination or
reclassification, appropriate adjustments shall be made by the
Board in (a) the number and class of shares of stock subject to
this Plan and each Option outstanding under this Plan, and (b) the
exercise price of each outstanding Option; provided, however, that
the Company shall not be required to issue fractional shares as a
result of any such adjustments. Each such adjustment
shall be subject to approval by the Board in its sole
discretion.
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6.1.2
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Corporate
Transactions. In the event of the proposed dissolution
or liquidation of the Company, the Administrator shall notify each
optionee at least 30 days prior to such proposed
action. To the extent not previously exercised, all
Options will terminate immediately prior to the consummation of
such proposed action; provided, however, that the Administrator, in
the exercise of its sole discretion, may permit exercise of any
Options prior to their termination, even if such Options were not
otherwise exercisable. In the event of a merger or
consolidation of the Company with or into another corporation or
entity in which the Company does not survive, or in the event of a
sale of all or substantially all of the assets of the Company in
which the shareholders of the Company receive securities of the
acquiring entity or an affiliate thereof, all Options shall be
assumed or equivalent options shall be substituted by the successor
corporation (or other entity) or a parent or subsidiary of such
successor corporation (or other entity); provided, however, that if
such successor does not agree to assume the Options or to
substitute equivalent options therefor, the Administrator, in the
exercise of its sole discretion, may permit the exercise of any of
the Options prior to consummation of such event, even if such
Options were not otherwise exercisable.
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6.1.3
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Time of Option
Exercise. Subject to Section 5 and Section 6.3.4,
Options granted under this Plan shall be exercisable (a)
immediately as of the effective date of the stock option agreement
granting the Option, or (b) in accordance with a schedule as may be
set by the Administrator (each such date on such schedule, the
“Vesting Base Date”) and specified in the written stock
option agreement relating to such Option. In any case,
no Option shall be exercisable until a written stock option
agreement in form satisfactory to the Company is executed by the
Company and the optionee.
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6.1.4
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Option Grant
Date. The date of grant of an Option under this Plan
shall be the date as of which the Administrator approves the
grant.
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6.1.5
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Nontransferability of Option
Rights. Except with th
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