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EXHIBIT
10(a)
STAR ENERGY CORPORATION
2007 STOCK OPTION PLAN
ARTICLE I
Establishment, Purpose, and Duration
1.1
Establishment of the Plan . Star Energy Corporation, a
Nevada corporation (the “Company”), hereby establishes
a stock option plan for the Company and its Subsidiaries to be
known as the “2007 Stock Option Plan”, as set forth in
this document. Unless otherwise defined herein, all capitalized
terms shall have the meanings set forth in Section 2.1 herein. The
Plan permits the grant of Non-Qualified Stock Options to Employees
and Non-Employee Directors.
The Plan was
adopted by the Board of Directors of the Company and became
effective on August 15, 2007 (the “Effective
Date”).
1.2
Purpose of the
Plan . The purpose of the Plan is to promote the success of the
Company and its Subsidiaries by providing equity incentives to
Employees and Non-Employee Directors that will promote the
identification of their personal interest with the long-term
financial success of the Company and with growth in shareholder
value. The Plan is designed to provide flexibility to the Company
and its Subsidiaries, in its ability to motivate, attract, and
retain the services of Employees and Non-Employee Directors upon
whose judgment, interest, and effort the successful conduct of its
operation is largely dependent.
1.3
Duration of the Plan . The Plan shall commence on the
Effective Date, as described in Section 1.1 herein, and shall
remain in effect, subject to the right of the Board of Directors to
terminate the Plan at any time pursuant to Article IX herein,
through the day before the tenth anniversary of the Effective
Date (the “Term”), at which time it shall terminate
except with respect to Awards made prior to, and outstanding on,
that date which shall remain valid in accordance with their
terms.
ARTICLE II
Definitions
2.1 Definitions.
Except as otherwise defined in the Plan, the following terms shall
have the meanings set forth below:
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(a)
“Affiliate”
and “Associate” shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Exchange
Act.
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(b)
“Agreement” means a written agreement implementing the
grant of each Award signed by an authorized officer or director of
the Company and by the Participant.
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(c)
“Award” or “Grant” means, individually or
collectively, a grant under the Plan of Non-Qualified Stock
Options.
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(d)
“Award Date” or “Grant Date” means the date
on which an Award is made by the Committee under the
Plan.
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(e)
“Beneficial Owner” shall have the meaning ascribed to
such term in Rule 13d-3 under the Exchange Act.
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(f)
“Board” or “Board of Directors” means the
Board of Directors of the Company, unless otherwise
indicated.
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(g) “Change
in Control” shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall
have been satisfied:
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(i)
any Person (other than the Company, any Subsidiary, a trustee or
other fiduciary holding securities under any employee benefit plan
of the Company, or its Subsidiaries), who or which, together with
all Affiliates and Associates of such Person, at any time after the
Effective Date becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 30% or more
of the combined voting power of the Company’s then
outstanding securities; or
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(ii)
if, at any time after the Effective Date, the composition of the
Board of Directors of the Company shall change such that a majority
of the Board of the Company shall no longer consist of Continuing
Directors; or
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(iii)
if at any time after the Effective Date, (A) the Company shall
consolidate with, or merge with, any other Person and the Company
shall not be the continuing or surviving corporation, (B) any
Person shall consolidate with or merge with the Company, and the
Company shall be the continuing or surviving corporation and, in
connection therewith, all or part of the outstanding Stock shall be
changed into or exchanged for stock or other securities of any
other Person or cash or any other property, (C) the Company shall
be a party to a statutory share exchange with any other Person
after which the Company is a subsidiary of any other Person, or (D)
the Company shall sell or otherwise transfer 50% or more of the
assets or earning power of the Company and its Subsidiaries (taken
as a whole) to any Person or Persons.
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(h) “Code”
means the Internal Revenue Code of 1986, as amended from time to
time.
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(i) “Committee”
means the committee of the Board appointed to administer the Plan
pursuant to Article III herein, all of the members of which shall
be “non-employee directors” as defined in Rule 16b-3,
as amended, under the Exchange Act, or any similar or successor
rule. Unless otherwise determined by the Board, the Committee shall
consist of all of the non-employee directors of the
Board.
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(j)
“Company” means Star Energy Corporation, a Nevada
corporation, or any successor thereto as provided in Article XI
herein.
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(k)
“Continuing Director” means an individual who was a
member of the Board of Directors of the Company on the Effective
Date or whose subsequent nomination for election or re-election to
the Board of Directors of the Company was recommended or approved
by the affirmative vote of two-thirds of the Continuing Directors
then in office.
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(l)
“Employee” means a current or prospective officer or
other employee of the Company or its Subsidiaries (including any
corporation, partnership, limited liability company or joint
venture which becomes a Subsidiary after the adoption of the Plan
by the Board).
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(m)
“Exchange Act” means the Securities Exchange Act of
1934, as amended.
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(n)
“Fair Market Value” of a Share means the closing sales
price of the Stock on the relevant date if it is a trading date, or
if not, on the most recent date on which the Stock was traded prior
to such date, as reported by the market or system on which the
Stock trades or is listed, 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.
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(o)
“Incentive Stock Option” means an option to purchase
Stock which is designated as an incentive stock option and is
intended to meet the requirements of Section 422 of the
Code.
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(p)
“Non-Employee Director” means an individual who is a
member of the Board of the Company or a Subsidiary on the
applicable Award Date and who is not an employee of the Company or
a Subsidiary (including any corporation, partnership, limited
liability company or joint venture which becomes a Subsidiary after
the adoption of the Plan by the Board).
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(q)
“Non-Qualified Stock Option” or “NQSO”
means an option to purchase Stock, granted under Article VI herein,
which is not intended to be an Incentive Stock Option.
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(r)
“Option” means a Non-Qualified Stock Option.
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(s)
“Participant” means an Employee or Non-Employee
Director who is granted an Award under the Plan.
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(t)
“Person” shall have the meaning ascribed to such term
in Section 3(a)(9) of the Exchange Act and used in Sections 13(d)
and 14(d) thereof, including a “group” as defined in
Section 13(d).
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(u)
“Plan” means the Star Energy Corporation 2007 Stock
Option Plan, as described herein and as hereafter from time to time
amended.
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(v)
“Stock” or “Shares” means the common stock
of the Company.
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(w)
“Subsidiary” means any subsidiary corporation of the
Company within the meaning of Section 424(f) of the Code
(“Section 424(f) Corporation”) and any partnership,
limited liability company or joint venture in which either the
Company or a Section 424(f) Corporation is at least a fifty percent
(50%) equity participant.
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ARTICLE III
Administration
3.1
The Committee . 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 addition to any other powers and
subject to the provisions of the Plan, the Committee shall have the
following specific powers: (i) to determine the terms and
conditions upon which the Awards may be made and exercised;
(ii) to determine all terms and provisions of each Agreement,
which need not be identical; (iii) to construe and interpret
the Agreements and the Plan; (iv) to establish, amend, or
waive rules or regulations for the Plan’s administration;
(v) to accelerate the exercisability of any Award or the
termination of any restrictions imposed under the Plan in
connection with any Award; and (vi) to make all other
determinations and take all other actions necessary or advisable
for the administration of the Plan.
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The Chairman of
the Committee and such other directors and officers of the Company
as shall be designated by the Committee are hereby authorized to
execute Agreements on behalf of the Company and to cause them to be
delivered to the recipients of Awards.
Subject to
limitations under applicable law, the Committee is authorized in
its discretion to issue Awards and/or accept notices, elections,
consents and/or other forms or communications by Participants by
electronic or similar means, including, without limitation,
transmissions through e-mail, voice mail, recorded messages on
electronic telephone systems, and other permissible methods, on
such basis and for such purposes as it determines from time to
time.
A majority of
the entire 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 all members of the Committee without a
meeting, shall be deemed the action of the Committee.
3.2
Selection of
Participants . The Committee shall have the authority to grant
Awards under the Plan, from time to time, to such Employees and/or
Non-Employee Directors as may be selected by it to be Participants.
Each Award shall be evidenced by an Agreement.
3.3
Decisions
Binding . All determinations and decisions made by the Board or
the Committee pursuant to the provisions of the Plan shall be
final, conclusive, and binding.
3.4
Requirements of
Rule 16b-3 . Notwithstanding any other provision of the Plan,
the Board or the Committee may impose such conditions on any Award,
and amend the Plan in any such respects, as may be required to
satisfy the requirements of Rule 16b-3, as amended (or any
successor or similar rule), under the Exchange Act. Any provision
of the Plan to the contrary notwithstanding, and except to the
extent that the Committee determines otherwise:
(i) transactions by and with respect to officers and directors
of the Company who are subject to Section 16(b) of the Exchange Act
(hereafter, “Section 16 Persons”) shall comply with any
applicable conditions of Rule 16b-3; and (ii) every provision
of the Plan shall be administered, interpreted, and construed to
carry out the foregoing provisions of this sentence.
3.5
Indemnification
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 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
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