Exhibit 10.1
ASIAN DRAGON GROUP INC.
(a Nevada
corporation)
2007 STOCK OPTION PLAN
1.
Purpose . The purpose of the 2007 Stock Option Plan
(the “Plan”) is to provide a means by which Asian
Dragon Group Inc., a Nevada corporation, (the
“Company”) may attract, reward, and retain services or
advice of current or future employees, officers, directors, and
agents of the Company and its subsidiaries and to provide added
incentives to them by encouraging stock ownership in the
Company.
2.
Administration. This Plan shall be administered by
the Board of Directors of the Company (the “Board” or
“Board of Directors”) or, if the Board shall authorize
a committee or committees to administer this Plan, by such
committee or committees to the extent so authorized; provided,
however, that only the Board may suspend, amend or terminate this
Plan as provided in Section 13, and provided further that a
committee that includes officers of the Company shall not be
permitted to grant options to persons who are officers of the
Company or its subsidiaries. The administrator of this Plan
is referred to as the “Plan Administrator.”
2.1
Procedures . The Board of Directors shall designate
one member of the Plan Administrator as chairman. The Plan
Administrator may hold meetings at such times and places as it
shall determine. The acts of a majority of the members of the
Plan Administrator present at meetings at which a quorum exits, or
acts approved in writing by all Plan Administrator members, shall
constitute valid acts of the Plan Administrator.
2.2
Powers . Subject to the specific provisions of this
Plan, the Plan Administrator shall have the authority, in its
discretion: (a) to grant the stock options described in
Section 5 and to designate each option granted as an Incentive
Stock Option or a Non-Qualified Stock Option; (b) to determine, in
accordance with Section 5.1(f) of this Plan, the fair market value
of the shares of Common Stock subject to options; (c) to determine
the exercise price per share of options; (d) to determine the
Optionees to whom, and the time or times at which, options shall be
granted and the number of shares of Common Stock to be represented
by each option; (e) to interpret this Plan; (f) to prescribe, amend
and rescind rules and regulations relating to this Plan; (g) to
determine the terms and provisions of each option granted (which
need not be identical) and, with the consent of the Optionee, to
modify or amend each option; (h) to reduce the exercise price per
share of outstanding and unexercised options; (i) to defer,
with the consent of the Optionee, or to accelerate the exercise
date of any option; (j) to waive or modify any term or provisions
contained in any option applicable to the underlying shares of
Common Stock; (k) to authorize any person to execute on behalf of
the Company any instrument required to effectuate the grant of an
option previously granted by the Plan Administrator; and (l) to
make all other determinations deemed necessary or advisable
for the administration of this Plan. The interpretation and
construction by the Plan
Administrator of any terms or provisions of this Plan, any option
issued hereunder or any rule or regulation promulgated in
connection herewith and all actions taken by the Plan Administrator
shall be conclusive and binding on all interested parties.
The Plan Administrator may delegate administrative functions to
individuals who are officers or employees of the Company.
2.3
Limited Liability . No member of the Board of
Directors or the Plan Administrator or officer of the Company shall
be liable for any action or inaction by him or herself, the entity
or body, or another person, except in circumstances involving his
or her bad faith. Subject only to compliance with the
explicit provisions hereof, the Board of Directors and Plan
Administrator may act in their absolute discretion in all matters
related to the Plan.
2.4
Securities Exchange Act of 1934 . At any time that the
Company has a class of securities registered pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), this Plan shall be administered in
accordance with Rule 16b-3 adopted under the Exchange Act
(“Rule 16b-3”).
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(a) |
Multiple Administrative Bodies
. To the extent permitted by Rule 16b-3, the Plan may be
administered by different bodies with respect to directors,
officers who are not directors, and employees, consultant or agents
who are neither directors nor officers. |
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(b) |
Administration With Respect to
Directors and Officers Subject to Section 16 of the Exchange
Act . With respect to option grants made to employees who are
also officers or directors subject to Section 16 of the Exchange
Act, the Plan shall be administered by (i) the Board, if the Board
may administer the Plan in a manner complying with the rules under
Rule 16b-3 relating to the disinterested administration of employee
benefit plans under which Section 16 exempt discretionary grants
and awards of equity securities are to be made, or (ii) a committee
or committees designated by the Board to administer the Plan, which
committee shall be constituted to comply with the rules under Rule
16b-3 relating to the disinterested administration of employee
benefit plans under which Section 16 exempt discretionary grants
and awards of equity securities are to be made. Once appointed,
such Committee shall continue to serve in its designated capacity
until otherwise directed by the Board. From time to time the Board
may increase the size of the Committee and appoint additional
members, remove members (with or without cause) and substitute new
members, fill vacancies (however caused), and remove all members of
the Committee and thereafter directly administer the Plan, all to
the extent permitted by the rules under Rule 16b-3 relating to the
disinterested administration of employee benefit plans under which
Section 16 exempt discretionary grants and awards of equity
securities are to be made. |
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(c) |
Administration With Respect to
Other Persons . With respect to Option grants made to
employees, consultants or agents who are neither directors nor
officers of the Company, the Plan shall be administered by (i) the
Board or (ii) a committee or committees designated by the Board,
which committee shall be constituted to satisfy the legal
requirements relating to the administration of stock option plans
under U.S. state corporate laws, U.S. federal and state securities
laws, the Internal Revenue Code of 1986, as amended (the
“Code”), and the applicable laws of any foreign country
or jurisdiction where Options are, or will be, granted under the
Plan (collectively, “Applicable Laws”). Once appointed,
such Committee shall serve in its designated capacity until
otherwise directed by the Board. The Board may increase the size of
the Committee and appoint additional members, remove members (with
or without cause) and substitute new members, fill vacancies
(however caused), and remove all members of the Committee and
thereafter directly administer the Plan, all to the extent
permitted by Applicable Laws. |
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(d) |
Plan Administrator . If
more than one committee has been created by the Board to administer
options, the committee that has the authority to administer grants
for the Optionees designated in 2.4(b) or (c) above, shall be
deemed the “Plan Administrator” with respect to any
options granted to or held by such Optionees. |
3.
Stock Subject to This Plan . Subject to adjustment as
provided below and in Section 11 hereof, the stock subject to this
Plan shall be the Company’s common stock (the “Common
Stock”), and the total number of shares of Common Stock to be
delivered on the exercise of all options granted under this Plan
shall not exceed 20% of all outstanding shares of such Common
Stock, including shares of Common Stock previously issued under
this Plan.
If any option granted under this Plan expires, is surrendered,
exchanged for another option, canceled or terminated for any reason
without having been exercised in full, the unpurchased shares
subject thereto shall again be available for the purposes of this
Plan, including for replacement options that may be granted in
exchange for such surrendered, canceled or terminated
options. Shares issued on exercise of options granted under
this Plan may be subject to restrictions on transfer, repurchase
rights or other restrictions as determined by the Plan
Administrator.
4.
Eligibility .
4.1
Optionees . The Plan Administrator may award options
to any current or future employee, officer, agent, consultant or
director of the Company or its subsidiaries. Any party to whom an
option is granted under this Plan is referred to as an
“Optionee.”
4.2
Subsidiaries . As used in this Plan, the term
“subsidiary” of a company shall include any corporation
in which such company owns, directly or indirectly, at the time of
the grant of an option hereunder, stock having 50% or more of the
total combined voting power of all classes of stock thereof.
5.
Awards . The Plan Administrator, from time to time,
may take the following actions, separately or in combination, under
this Plan: (a) grant incentive stock options
(“Incentive Stock Options”), as defined in Section 422
of the Code, to any employee of the Company or its subsidiaries, as
provided in Section 5.1 of this Plan; (b) grant options other than
Incentive Stock Options (“Non-Qualified Stock
Options”), as provided in Section 5.2 of this Plan; (c) grant
options to officers, employees and others in foreign jurisdictions,
as provided in Section 7 of this Plan; and (d) grant options in
certain acquisition transactions, as provided in Section 8 of this
Plan.
5.1
Incentive Stock Options . Incentive Stock Options
shall be subject to the following terms and conditions:
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(a) |
Incentive Stock Options may be
granted under this Plan only to employees of the Company or its
subsidiaries, including employees who are directors. |
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(b) |
No employee may be granted Incentive
Stock Options under this Plan to the extent that the aggregate fair
market value, on the date of grant, of the Common Stock with
respect to which Incentive Stock Options are exercisable for the
first time by that employee during any calendar year, under this
Plan and under any other incentive stock option plan (within the
meaning of Section 422 of the Code) of the Company or any
subsidiary, exceeds $100,000. To the extent that any option
designated as an Incentive Stock Option exceeds the $100,000 limit,
such option shall be treated as a Non-Qualified Stock Option.
In making this determination, options shall be taken into account
in the order in which they were granted, and the fair market value
of the shares of Common Stock shall be determined as of the time
that the option with respect to such shares was granted. |
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(c) |
An Incentive Stock Option may be
granted under this Plan to an employee possessing more than 10% of
the total combined voting power of all classes of stock of the
Company (as determined pursuant to the attribution rules contained
in Section 424(d) of the Code) only if the exercise price is at
least 110% of the fair market value of the Common Stock subject to
the option on the date the option is granted, as described in
Section 5.1(f) of this Plan, and only if the option by its terms is
not exercisable after the expiration of five years from the date it
is granted. |
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(d) |
Except as provided in Section 5.5 of
this Plan, no Incentive Stock Option granted under this Plan may be
exercised unless at the time of such exercise the Optionee is
employed by the Company or any subsidiary of the Company and the
Optionee has been so employed continuously since the date such
option was granted. |
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(e) |
Subject to Sections 5.1(c) and 5.1(d)
of this Plan, Incentive Stock Options granted under this Plan shall
continue in effect for the period fixed by the Plan Administrator,
except that no Incentive Stock Option shall be exercisable after
ten years from the date it is granted. |
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(f) |
The exercise price shall not be less
than 100% of the fair market value of the shares of Common Stock
covered by the Incentive Stock Option at the date the option is
granted. For the purposes of this plan, “fair market
value” at any date shall mean the closing price per share of
the Common Stock on the last trading day preceding such date as
reported on a securities quotation system or stock exchange.
If such shares are not so reported or listed, the Plan
Administrator shall determine the fair market value of the shares
of Common Stock in its discretion. |
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(g) |
The provisions of clauses (b) and (c)
of this Section shall not apply if either the applicable sections
of the Code or the regulations thereunder are amended so as to
change or eliminate such limitations or to permit appropriate
modifications of those requirements by the Plan Administrator. |
5.2
Non-Qualified Stock Options . Non-Qualified Stock
Options shall be granted only to persons or entities listed in
Section 4.1 and shall be subject to the following terms and
conditions:
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(a) |
The exercise price may be more or
less than or equal to the fair market value of the shares of Common
Stock covered by the Non-Qualified Stock Option on the date the
option is granted, and the exercise price may fluctuate based on
criteria determined by the Plan Administrator. The fair
market value of shares of Common Stock covered by a Non-Qualified
Stock Option shall be determined by the Plan Administrator, as
described in Section 5.1(f). |
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(b) |
Unless otherwise established by the
Plan Administrator, any Non-Qualified Stock Option shall terminate
ten years after the date it is granted. |
5.3
Vesting . To ensure that the Company and its
subsidiaries will achieve the purposes of and receive the benefits
contemplated in this Plan, any option granted to any Optionee
hereunder shall be exercisable according to a vesting schedule or
no vesting schedule as established or determined by the Plan
Administrator.
5.4
Nontransferability . Options granted under this Plan
and the rights and privileges conferred hereby may not be
transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) other than by will or by
the applicable laws of descent and distribution, shall not be
subject to execution, attachment or similar process, and shall be
exercisable during the Optionee’s lifetime only by the
Optionee. Any purported transfer or assignment in violation
of this provision shall be void.
5.5
Termination of Options .
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(a) |
Generally . Unless
otherwise determined by the Plan Administrator or specified in the
Optionee’s Option Agreement, if the Optionee’s
employment or service with the Company, including with any
subsidiary, terminates for any reason other than for cause,
resignation, retirement, disability or death, then the Optionee may
exercise the option at any time before the earlier of (a) the
expiration date of the option or (b) the ex |
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