EX-4
AMENDED AND RESTATED 2009 STOCK AND OPTION PLAN (AMENDMENT
NO. 2)
TBC GLOBAL NEWS NETWORK, INC.
AMENDED AND RESTATED 2009 STOCK AND OPTION PLAN
(AMENDMENT NO. 2)
1. GENERAL PROVISIONS.
1.1 Purpose.
The TBC Global News Network, Inc. Amended
and Restated 2009 Stock
and Option (Amendment No. 2) ("Plan") is intended to allow
designated
directors, officers, employees, and certain non-employees,
including
consultants (all of whom are sometimes collectively referred to
herein
as "Employees") of TBC Global News Network, Inc., a Nevada
corporation
("Company") and its Subsidiaries (as that term is defined below)
which
it may have from time to time, to receive certain options
("Stock
Options") to purchase the Company's common stock, one tenth of one
cent
($0.001) par value ("Common Stock"), and to receive grants of
Common
Stock subject to certain restrictions ("Grants"). As
used in this
Plan, the term "Subsidiary" shall mean each corporation which is
a
"subsidiary corporation" of the Company within the meaning of
Section
424(f) of the Internal Revenue Code of 1986, as amended
("Code"). The
purpose of the Plan is to promote the interests of the Company and
its
shareholders by attracting and retaining Employees capable of
furthering
the future success of the Company and by aligning their
economic
interests more closely with those of the Company's
shareholders. The
services that shall be compensated for with such Stock Option
and
Grants
shall be bone fide services to be performed for the Company, which
such
services shall neither be in connection with a capital raising
function
for the Company nor in connection with making a market in the
Common
Stock.
1.2 Administration.
1.2.1 The Plan shall be administered
by the Company's Board of
Directors ("Directors"). A majority of its members shall
constitute a
quorum. The Directors shall be governed by the provisions of
the
Company's Bylaws and of Nevada law applicable to the Directors,
except
as
otherwise provided herein or determined by the Directors.
1.2.2 The Directors shall have full
and complete authority to
construe and interpret the Plan, to establish, amend and rescind
rules
and regulations relating to the Plan, and to take all such actions
and
make all such determinations in connection with the Plan as it may
deem
necessary or desirable. The Directors shall, in their
discretion, but
subject to the express provisions of the Plan: approve the
Employees
nominated by the management of the Company to be granted Grants
or
Stock
Options; to determine the number of Grants or Stock Options to
be
granted
to an Employee; to determine the time or times at which Grants or
Stock
Options shall be granted; to establish the terms and conditions
upon
which Grants or Stock Options may be exercised; to remove or adjust
any
restrictions and conditions upon Grants or Stock Options; to
specify,
at
the time of grant, provisions relating to exercisability of
Stock
Options
and to accelerate or otherwise modify the exercisability of any
Stock
Options; and to adopt such rules and regulations and to make all
other
determinations deemed necessary or desirable for the administration
of
the Plan. All interpretations and constructions of the Plan
by the
Directors, and all of its actions hereunder, shall be binding
and
conclu-
sive on all persons for all purposes.
1.2.3 The Company hereby agrees to
indemnify and hold harmless
each
member of the Directors and each Employee of the Company, and
the
estate
and heirs of such member of the Directors or Employee, against
all
claims, liabilities, expenses, penalties, damages or other
pecuniary
losses, including legal fees, which such member of the Directors
or
Employee, his or her estate or heirs may suffer as a result of his
or
her
responsibilities, obligations or duties in connection with the
Plan, to
the extent that insurance, if any, does not cover the payment of
such
items. No member of the Directors or the Directors shall be
liable for
any action or determination made in good faith with respect to the
Plan
or any Grant or Stock Option granted pursuant to the Plan.
1.3 Eligibility and
Participation.
Employees eligible under the Plan shall be
approved by the
Directors
from those Employees who, in the opinion of the management of
the
Company, are in positions that enable them to make significant
and
extraordinary contributions to the long-term performance and growth
of
the Company. In selecting Employees to whom Stock Options or
Grants
may
be granted, consideration shall be given to factors such as
employment
position, duties and responsibilities, ability, productivity,
length of
service, morale, interest in the Company and recommendations of
supervisors.
1.4 Shares Subject to the Plan.
The maximum number of shares of Common
Stock that may be issued
pursuant to the Plan shall be One Hundred Twenty-Five Million
Five
Hundred Thousand (125,500,000) subject to adjustment pursuant to
the
provisions of paragraph 4.1. If shares of Common Stock
Granted or
issued
under the Plan are reacquired by the Company due to a
forfeiture or
for
any other reason, such shares shall be cancelled and thereafter
shall
again be available for purposes of the Plan. If a Stock
Option
expires,
terminates or is cancelled for any reason without having
been
exercised
in full, the shares of Common Stock not purchased thereunder
shall
again
be available for purposes of the Plan.
2. GRANTS OF STOCK OPTIONS.
2.1 Grants of Stock Options.
The Directors may grant Stock Options in
such amounts, at such
times, and to such Employees nominated by the management of the
Company
as the Directors, in their discretion, may determine.
Stock Options
granted under the Plan shall constitute "Incentive Stock
Options"
within
the meaning of Section 422 of the Code, if so designated by the
Directors
on the date of grant. The Directors shall also have the
discretion to
grant Stock Options which do not constitute incentive stock
options,
and
any such Stock Options shall be designated non-statutory stock
options
by
the Directors on the date of grant. The aggregate fair market
value
(determined as of the time an incentive stock option is granted) of
the
Common Stock with respect to which incentive stock options are
exercis-
able for the first time by any Employee during any one calendar
year
(under all plans of the Company and any parent or subsidiary of
the
Company) may not exceed the maximum amount permitted under Section
422
of
the Code (currently one hundred thousand dollars
($100,000.00)). Non-
statutory stock options shall not be subject to the limitations
relating
to incentive stock options contained in the preceding
sentence. Each
Stock Option shall be evidenced by a written agreement ("Option
Agreement") in a form approved by the Directors, which shall be
executed
on behalf of the Company and by the Employee to whom the Stock
Option
is
granted, and which shall be subject to the terms and conditions of
this
Plan. In the discretion of the Directors, Stock Options may
include
provisions (which need not be uniform), authorized by the Directors
in
their discretion, that accelerate an Employee's rights to
exercise
Stock
Options following a "Change in Control," as such term is defined
in
paragraph 3.1 hereof. The holder of a Stock Option shall not
be
entitled
to the privileges of stock ownership as to any shares of Common
Stock
not
actually issued to such holder.
2.2 Purchase Price.
The purchase price ("Exercise Price") of
shares of Common Stock
subject to each non-statutory Stock Option ("Option Shares") shall
be
equal to whatever price is established by the Directors, in its
sole
discretion, on the date of the grant. The Exercise Price of
Incentive
Stock Options shall be the fair market value of the options on the
date
of the grant thereof. For an Employee holding stock
possessing more
than
ten percent (10%) percent of the total combined voting power of
all
classes of stock of the Company, the Exercise Price of an
incentive
Stock Option shall be at least one hundred ten percent (110%) of
the
fair market value of the Common Stock and such option.
2.3 Option Period.
The Stock Option period ("Term") shall
commence on the date of
grant
of the incentive Stock Option and shall be ten (10) years or
such
shorter
period as is determined by the Directors; the Term for an
incentive
Stock
Option granted to an Employee holding stock possessing more than
ten
percent (10%) of the total combined voting power of all classes
of
stock
of the Company shall be five (5) years from the date such option
is
granted. The Term for Non-statutory Stock Options shall be
whatever
period, if any, is set by the Directors. Each Stock Option
shall
provide
that it is exercisable over its term in such periodic installments
as
the
Directors in its sole discretion may determine. Such
provisions need
not
be uniform. Notwithstanding the foregoing, but subject to
the
provisions
of paragraphs 1.2.2 and 2.1, Stock Options granted to Employees who
are
subject to the reporting requirements of Section 16(a) of the
Exchange
Act ("Section 16 Reporting Persons") shall not be exercisable until
at
least six (6) months and one day from the date the Stock Option
is
granted.
2.4 Exercise of Options.
2.4.1 Each Stock Option may be
exercised in whole or in part (but
not
as to fractional shares) by delivering it for surrender or
endorsement
to
the Company, attention of the Corporate Secretary, at the
principal
office of the Company, together with payment of the Exercise Price
and
an
executed Notice and Agreement of Exercise in the form prescribed
by
paragraph 2.4.2. Payment may be made (i) in cash, (ii)
by cashier's
or
certified check, (iii) by surrender of previously owned shares of
the
Company's Common Stock valued pursuant to paragraph 2.2 (if the
Directors
authorize payment in stock in their discretion), (iv) by
withholding
from
the Option Shares which would otherwise be issuable upon the
exercise
of
the Stock Option that number of Option Shares equal to the
exercise
price
of the Stock Option, if such withholding is authorized by the
Directors
in their discretion, (v) in the discretion of t
