EXHIBIT 10.1
DOMARK INTERNATIONAL, INC.
CORPORATION, INC. 2008 EMPLOYEES AND CONSULTANTS STOCK OPTION
PLAN
SECTION 1.
INTRODUCTION
1.1 Establishment. Effective as provided in Section 15, DoMark
International,
Inc., Inc., a Nevada corporation (the "Company"), hereby adopts
this plan of
stock-based compensation for selected Eligible Participants of the
Company and
affiliated corporations. This plan shall be known as the DoMark
International,
Inc., Inc. 2008 Employees and Consultants Stock Option Plan (the
"Plan").
1.2 Purpose. The purpose of this Plan is to promote the success of
the Company
and its stockholders by providing a means of non-cash remuneration
to selected
Eligible Participants to motivate, attract, and retain the services
of such
individuals upon whose judgment, interest, and effort the
successful conduct of
its operation is largely dependent.
SECTION 2.
DEFINITIONS
The following definitions shall be applicable to the terms used in
this Plan:
2.1 "Affiliated Corporation" means any corporation that is either a
parent
corporation with respect to the Company or a subsidiary corporation
with respect
to the Company (within the meaning of Code Sections 424(e) and
(f),
respectively).
2.2 "Code" means the Internal Revenue Code of 1986, as it may be
amended from
time to time.
2.3 "Committee" means a committee comprised of members of the Board
of Directors
to administer this Plan or, if no committee is so designated, the
entire Board
of Directors. The Board of Directors, in its sole discretion, may
at any time
remove any member of the Committee and appoint another Director to
fill any
vacancy on the Committee.
2.4 "Common Stock" means the Company's $0.001 par value common
stock.
2.5 "Company" means DoMark International, Inc., Inc., a Nevada
corporation.
2.6 "Effective Date" means the effective date of this Plan, as set
forth in
Section 15 hereof.
2.7 "Eligible Participant" means any employee, director, officer,
consultant, or
advisor of the Company who is determined (in accordance with the
provisions of
Section 4 hereof) to be eligible to receive an Option or Stock
Award hereunder.
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2.8 "Fair Market Value" of a share of Common Stock means the
closing market
price (that is, the price at which last sold on the applicable
principal U.S.
market) of the Common Stock on the relevant date if it is a trading
date or, if
not, on the most recent date on which the Common Stock was traded
prior to such
date, as reported by the OTC Bulletin Board or, if applicable, by
the NASDAQ
Global Market or Capital Market Systems; or if, in the opinion of
the Committee,
this method is inapplicable or inappropriate for any reason, the
fair market
value as determined pursuant to a reasonable method adopted by the
Committee in
good faith for such purpose.
2.9 "Grant Date" means the date on which an Option is made by the
Committee
under the Plan.
2.10 "Option" means the grant to an Eligible Participant of a right
to acquire
shares of Common Stock. Options under this Plan are not intended to
constitute
incentive stock options as described under Code Section 422.
2.11 "Plan" means this DoMark International, Inc., Inc. 2008 Stock
Incentive
Plan dated as of the date hereof.
2.12 "Stock Award" means the grant to an Eligible Participant of
shares of
Common Stock issuable directly under this Plan rather than upon
exercise of an
Option.
Wherever appropriate, words used in this Plan in the singular may
mean the
plural, the plural may mean the singular, and the masculine may
mean the
feminine.
SECTION 3.
ADOPTION AND ADMINISTRATION OF THIS PLAN
The Plan shall be adopted by the Board of Directors and shall
commence on the
Effective Date.
The Plan shall be administered by the Committee, which shall have
all powers
necessary or desirable for such administration. The express grant
in the Plan of
any specific power to the Committee shall not be construed as
limiting any power
or authority of the Committee. In the absence of contrary action by
the Board of
Directors, any action taken by the Committee with respect to the
implementation,
interpretation or administration of this Plan shall be final,
conclusive and
binding. Except in connection with the grant of Options and Stock
Awards, which
shall (except as provided in Section 4) require action by the
entire Committee,
a majority of the Committee shall constitute a quorum and the
action of a
majority of the members present at any meeting at which a quorum is
present (in
person or as otherwise permitted by applicable law), or acts
approved in writing
by a majority of the Committee without a meeting, shall be deemed
the action of
the Committee.
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In addition to such other rights of indemnification as they may
have as
directors or as members of the Committee, the members of the
Committee shall be
indemnified by the Company against reasonable expenses, including
attorneys'
fees, actually and reasonably incurred in connection with the
defense of any
action, suit, or proceeding, or in connection with any appeal
therein, to which
they or any of them may be a party by reason of any action taken or
failure to
act under or in connection with the Plan or any Option or Stock
Award granted or
made hereunder, and against all amounts reasonably paid by them in
settlement
thereof or paid by them in satisfaction of a judgment in any such
action, suit,
or proceeding, if such members acted in good faith and in a manner
which they
believed to be in, and not opposed to, the best interests of the
Company and its
Affiliated Corporations.
SECTION 4.
ELIGIBILITY AND AWARDS
The Committee shall determine at any time and from time to time
after the
Effective Date of this Plan:
(i) the selection of Eligible Participants;
(ii) the number of shares of Common Stock issuable directly as
Stock Awards, or
to be granted pursuant to an Option;
(iii) the price per share at which each Option may be exercised
("Option Price")
or the value per share if a direct issue of stock pursuant to a
Stock Award; and
(iv) the terms on which each Option and Stock Award may be
granted.
The foregoing determination shall be made by the entire Committee,
except that
any Committee member who is also an Eligible Participant may
receive an Option
or Stock Award, but only if he abstains from voting in favor of a
grant to
himself, and the grant is determined and approved by the remaining
Committee
members.
In no event shall the Option Price be less than 100% of the Fair
Market Value of
the shares of Common Stock on the Grant Date.
SECTION 5.
EVIDENCE OF OPTION OR STOCK AWARD
Subject to the terms and provisions of this Plan, the terms and
conditions under
which a Stock Award may be granted to an Eligible Participant shall
be set forth
in a written agreement (i.e., a Consulting Agreement, Services
Agreement, Fee
Agreement, or Employment Agreement) or, if an Option, a written
Option
Agreement. Each Option Agreement shall specify the Option Price;
the duration of
the Option; the number of shares of Common Stock to which the
Option pertains;
any conditions imposed upon the exercisability of Options in the
event of
retirement, death, disability, or other termination of employment
or service;
and such other provisions as the Committee shall determine. The
terms and
conditions so set by the Committee may vary from one Eligible
Participant to
another. The form of the Option Agreement shall be determined by
the Committee,
in its sole discretion.
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SECTION 6.
TOTAL NUMBER OF SHARES OF COMMON STOCK
The total number of shares of Common Stock reserved for issuance by
the Company
either directly as Stock Awards or underlying Options granted under
this Plan
shall not be more than 2,000,000 shares, approved by the Board of
Directors on
the date hereof. The total number of shares of Common Stock
reserved for such
issuance may be increased only by a resolution adopted by the Board
of Directors
and amendment of this Plan. Such Common Stock may be authorized and
unissued or
reacquired Common Stock of the Company.
If any award granted under the Plan terminates, expires, or lapses
for any
reason other than by virtue of exercise of an Option, or if shares
of Common
Stock issued pursuant to awards are forfeited, any shares of Common
Stock
subject to such award again shall be available for grant under the
Plan.
In the event an Eligible Participant pays the Option Price for
Common Stock
pursuant to the exercise of an Option with previously acquired
shares of Common
Stock, the number of shares available for future awards under the
Plan shall be
reduced only by the net number of new shares of Common Stock issued
upon the
exercise of the Option. In addition, in determining the number of
shares of
Common Stock available for awards, if shares of Common Stock has
been delivered
or exchanged by, or withheld from, a Participant as full or partial
payment to
the Company for payment of withholding taxes, or if the number of
shares of
Common Stock otherwise deliverable by the Company has been reduced
for payment
of withholding taxes, the number of shares of Common Stock
exchanged by or
withheld from an Eligible Participant as payment in connection with
the
withholding tax or so reduced by the Company shall again be
available for the
grant of an award under the Plan.
SECTION 7.
EXERCISE OF OPTIONS AND STOCK AWARDS
7.1 Options. Options shall be exercised by the delivery of a
written notice to
the Company in the form prescribed by the Committee setting forth
the number of
shares of Common Stock with respect to which the Option is to be
exercised,
accompanied by full payment for the shares of Common Stock. The
Option Price
sh
