BLACK TUSK MINERALS INC.
2009
NONQUALIFIED STOCK OPTION PLAN
ARTICLE I
Purpose of Plan
This 2009 NONQUALIFIED STOCK OPTION PLAN (the
“Plan”) of BLACK TUSK MINERALS INC. (the
“Company”) for persons employed or associated with the
Company, including without limitation any employee, director,
general partner, officer, attorney, accountant, consultant or
advisor, is intended to advance the best interests of the Company
by providing additional incentive to those persons who have a
substantial responsibility for its management, affairs, and growth
by increasing their proprietary interest in the success of the
Company, thereby encouraging them to maintain their relationships
with the Company. Further, the availability and offering of Stock
Options under the Plan supports and increases the Company’s
ability to attract, engage and retain individuals of exceptional
talent upon whom, in large measure, the sustained progress growth
and profitability of the Company for the shareholders depends.
ARTICLE II
Definitions
For Plan purposes, except where the context might clearly
indicate otherwise, the following terms shall have the meanings set
forth below:
“Board” shall mean the Board of Directors of the
Company.
“Code” shall mean the Internal Revenue Code of 1986,
as amended, and the rules and regulations promulgated
thereunder.
“Committee” shall mean the Compensation Committee,
or such other committee appointed by the Board, which shall be
designated by the Board to administer the Plan. The Committee shall
be composed of two or more persons as from time to time are
appointed to serve by the Board and may be members of the Board or
the entire Board.
“Common Shares” shall mean the Company’s
Common Shares $0.001 par value per share, or, in the event that the
outstanding Common Shares are hereafter changed into or exchanged
for different shares or securities of the Company, such other
shares or securities.
“Company” shall mean BLACK TUSK MINERALS INC., a
Nevada corporation, and any parent or subsidiary corporation of
BLACK TUSK MINERALS INC., as such terms are defined in Section
425(e) and 425(f), respectively of the Code.
“Exchange Act” shall mean the United States
Securities Exchange Act of 1934, as amended.
“Optionee” shall mean any person employed or
associated with the affairs of the Company who has been granted one
or more Stock Options under the Plan.
“Securities
Act” shall mean the United States Securities Act of 1933, as
amended.
“Stock Option” or “NQSO” shall mean a stock
option granted pursuant to the terms of the Plan.
“Stock Option Agreement” shall mean the agreement
between the Company and the Optionee under which the Optionee may
purchase Common Shares hereunder.
ARTICLE III
Administration of the Plan
1. The
Committee shall administer the plan and accordingly, it shall have
full power to grant Stock Options, construe and interpret the Plan,
establish rules and regulations and perform all other acts,
including the delegation of administrative responsibilities, it
believes reasonable and proper.
2. The
determination of those eligible to receive Stock Options, and the
amount, price, type and timing of each Stock Option and the terms
and conditions of the respective stock option agreements shall rest
in the sole discretion of the Committee, subject to the provisions
of the Plan.
3. The
Committee may cancel any Stock Options awarded under the Plan if an
Optionee conducts himself in a manner which the Committee
determines to be inimical to the best interest of the Company and
its shareholders as set forth in more detail in paragraph 8 of
Article X of the Plan.
4. The
Board, or the Committee, may correct any defect, supply any
omission or reconcile any inconsistency in the Plan or in any
granted Stock Option, in the manner and to the extent it shall deem
necessary to carry it into effect.
5. Any
decision made, or action taken, by the Committee or the Board
arising out or in connection with the interpretation and
administration of the Plan shall be final and conclusive.
6. Meetings
of the Committee shall be held at such times and places as shall be
determined by the Committee. A majority of the members of the
Committee shall constitute a quorum for the transaction of
business, and the vote of a majority of those members present at
any meeting shall decide any question brought before that meeting.
In addition, the Company may take any action otherwise proper under
the Plan by the affirmative vote, taken without a meeting, of a
majority of its members.
7 No
member of the Committee shall be liable for any act or omission of
any other member of the Committee or for any act or omission on his
own part, including,
but not limited to, the exercise of any power or discretion given
to him under the Plan except those resulting form his own gross
negligence or willful misconduct.
8. The
Company, through its management, shall supply full and timely
information to the Committee on all matters relating to the
eligibility of Optionees, their duties and performance, and current
information on any Optionee’s death, retirement, disability
or other termination of association with the Company, and such
other pertinent information as the Committee may require. The
Company shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties
hereunder.
ARTICLE IV
Shares Subject to the Plan
1. The
total number of shares of the Company available for grants of Stock
Options under the Plan shall be 2,500,000 Common Shares, subject to
adjustment as herein provided, which shares may be either
authorized but unissued or reacquired Common Shares of the
Company.
2. If
a Stock Option or portion thereof shall expire or terminate for any
reason without having been exercised in full, the unpurchased
shares covered by such NQSO shall be available for future grants of
Stock Options.
ARTICLE V
Stock Option Terms and Conditions
1. Consistent
with the Plan’s purpose, Stock Options may be granted to any
person who is performing or who has been engaged to perform
services of special importance to management in the operation,
development and growth of the Company.
2. Determination
of the exercise price per share for any Stock Option issues
hereunder shall rest in the sole and unfettered discretion of the
Committee, provide however, that the exercise price per share shall
not be less than the fair market value of the Company’s
Common Shares on the date the Stock Options are granted, as
determined by the closing price, on the date of grant, of the
Company’s Common Shares on the Primary Exchange on which such
Common Shares are listed for trading as quoted by Bloomberg.
“Primary Exchange” shall mean the FINRA OTCBB or any
other recognized exchange, which, in the aggregate, constitutes the
largest trading volume for such Common Shares during the
Company’s most recently completed fiscal year.
3. All
Stock Options granted under the Plan shall be evidenced by
agreements which shall be subject to applicable provisions of the
Plan, and such other provisions as the Committee may adopt,
including the provisions set forth in paragraphs 2 through 13 of
this Article V.
4. All
Stock Options granted hereunder must be granted within ten years
from the date this Plan is adopted, as set forth in more detail in
Article XII of the Plan.
5. All
Stock Options granted under the Plan shall be evidenced by
agreements which shall be subject to applicable provisions of the
Plan, The Committee, in its discretion, may provide that an option
shall be exercisable during such ten year period or during any
lesser period of time. The Committee may establish installment
exercise terms for a Stock Option such that the NQSO becomes fully
exercisable in a series of cumulating portions. If an Optionee
shall not, in any given installment period, purchase all the Common
Shares which such Optionee is entitled to purchase within such
installment period, such Optionee’s right to purchase any
Common Shares not purchased in such installment period shall
continue until the expiration or sooner termination of such NQSO.
The Committee may also accelerate the exercise of any
NQSO.
6. A
Stock Option, or portion thereof, shall be exercised by delivery of
(i) a written notice of exercise to the Company specifying the
number of Common Shares to be purchased, and (ii) payment of the
full price of such Common Shares, as fully set forth in paragraph 7
of this Article V. No NQSO or installment thereof shall be reusable
except with respect to whole shares, and fractional share interests
shall be disregarded. Not less than 100 Common Shares may be
purchased at one time unless the number purchased is the total
number at the time available for purchase under the NQSO. Until the
Common Shares represented by an exercised NQSO are issued to an
Optionee, he shall have none of the rights of a shareholder.
7. The
exercise price of a Stock Option, or portion thereof, may be paid
in United States dollars, in cash or by cashier’s check,
certified check, bank draft or money order, payable to the order of
the Company in an amount equal to the option price.
8. The
Plan is intended to comply in all respects with Rule 16b-3 of
the Exchange Act or any successor provision, as in effect from time
to time, and in all events the Plan shall be construed in
accordance with the requirements of Rule 16b-3 of the Exchange
Act. If any provision of the Plan does not comply with
Rule 16b-3 of the Exchange Act as hereafter amended or
interpreted, the provision shall be deemed inoperative. The Board,
in its absolute discretion, may bifurcate the Plan so as to
restrict, limit or condition the use of any provision of the Plan
with respect to persons who are officers or directors subject to
Section 16 of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other persons
eligible to receive Stock Option under the Plan. With respect to
Stock Options, the Company intends to have the Plan administered in
accordance with the requirements for the award of “qualified
performance-based compensation” within the meaning of
Section 162(m) of the Code.
9. With
the Optionee’s consent, the Committee may cancel any Stock
Option issued under this Plan and issue a new NQSO to such
Optionee.
10. Except
by will, the laws of descent and distribution, or with the written
consent of the Committee, no right or interest in any Stock Option
granted under the Plan shall be assignable or transferable, and no
right or interest of any Optionee shall be liable for, or subject
to, any lien, obligation or liability of the Optionee. Upon
petition to, and thereafter with the written consent of the
Committee, an Optionee may assign or transfer all or a portion of
the Optionee’s rights and interest in any stock option
granted hereunder. Stock Options shall be exercisable during the
Optionee’s lifetime only by the Optionee or assignees, or the
duly appointed legal representative of an incompetent Optionee,
including following an assignment consented to by the Committee
herein.
11. No
NQSO shall be exercisable while there is outstanding any other NQSO
which was granted to the Optionee before the grant of such option
under the Plan or any other plan which gives the right to the
Optionee to purchase stock in the Company or in a corporation which
is a parent corporation (as defined in Section 425(e) of the Code)
of the Company, or any predecessor corporation of any of such
corporations at the time of the grant. An NQSO shall be treated as
outstanding until it is either exercised in full or expires by
reason of lapse of time.
12. Neither
the Stock Options nor the Common Shares issuable upon exercise of
the Stock Options have been registered under the Securities Act, or
any state securities laws, and Stock Options may be granted and
Common Shares issued upon exercise pursuant to exemptions from such
registration requirements. Unless a registration statements has
been filed and is effective at the time of exercise, the Common
Shares issuable upon exercise shall be restricted securities and
shall bear a restrictive legend in the following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REG
