EXHIBIT 10.1
EASTBRIDGE INVESTMENT
GROUP
CORPORATION, INC. 2008 EMPLOYEES AND
CONSULTANTS STOCK OPTION PLAN
SECTION 1.
INTRODUCTION
1.1
Establishment . Effective as provided in Section 15, EastBridge
Investment Group Corporation, Inc., an Arizona 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 EastBridge Investment
Group Corporation, 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 EastBridge Investment
Group Corporation, Inc., an Arizona 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.
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 EastBridge Investment
Group Corporation, Inc. 2007 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.
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.
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 11,000,000, 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
shall be p
