EXHIBIT 6.1
QUALSEC
2006 STOCK OPTION PLAN
1.
Purposes of the Plan
. The purposes of this Stock Option
Plan are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional
incentive to Employees, Directors and Consultants and to promote
the success of the Company’s business. Options granted
under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of
grant.
2.
Definitions . As used herein, the following definitions
shall apply:
(a)
“ Administrator ”
means the Board or any of its Committees as shall be administering
the Plan in accordance with Section 4 hereof.
(b)
“ Applicable Laws ”
means the requirements relating to the administration of stock
option plans under U.S. state corporate laws, U.S. federal and
state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the
applicable laws of any other country or jurisdiction where Options
are granted under the Plan.
(c)
“ Board ” means the
Board of Directors of the Company.
(d)
“ Change in Control ”
means the occurrence of any of the following events:
(i)
Any “person” (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) becomes the
“beneficial owner” (as defined in Rule 13d-3 of the
Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power
represented by the Company’s then outstanding voting
securities; or
(ii)
The consummation of the sale or
disposition by the Company of all or substantially all of the
Company’s assets; or
(iii)
The consummation of a merger or
consolidation of the Company with any other entity, other than a
merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or its parent) at
least fifty percent (50%) of the total voting power represented by
the voting securities of the Company or such surviving entity or
its parent outstanding immediately after such merger or
consolidation.
(e)
“ Code ” means the
Internal Revenue Code of 1986, as amended.
(f)
“ Committee ” means a
committee of Directors appointed by the Board in accordance with
Section 4 hereof.
(g)
“ Common Stock ” means
the Common Stock of the Company.
(h)
“ Company ” means
QualSec, a Wyoming corporation.
(i)
“ Consultant ” means
any person who is engaged by the Company or any Parent or
Subsidiary to render consulting or advisory services to such
entity.
(j)
“ Director ” means a
member of the Board.
(k)
“ Disability ” means
total and permanent disability as defined in Section 22(e)(3)
of the Code.
(l)
“ Employee ” means any
person, including officers and Directors, employed by the Company
or any Parent or Subsidiary of the Company. A Service
Provider shall not cease to be an Employee in the case of
(i) any leave of absence approved by the Company or
(ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor. For
purposes of Incentive Stock Options, no such leave may exceed
ninety (90) days, unless reemployment upon expiration of such leave
is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Company is not so
guaranteed, then three (3) months following the 90th day of such
leave, any Incentive Stock Option held by the Optionee shall cease
to be treated as an Incentive Stock Option and shall be treated for
tax purposes as a Nonstatutory Stock Option. Neither service
as a Director nor payment of a director’s fee by the Company
shall be sufficient to constitute “employment” by the
Company.
(m)
“ Exchange Act ” means
the Securities Exchange Act of 1934, as amended.
(n)
“ Fair Market Value ”
means, as of any date, the value of Common Stock determined as
follows:
(i)
If the Common Stock is listed on any
established stock exchange or a national market system, including
without limitation the Nasdaq National Market or The Nasdaq
SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or
system on the day of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems
reliable;
(ii)
If the Common Stock is regularly quoted
by a recognized securities dealer but selling prices are not
reported, its Fair Market Value shall be the mean between the high
bid and low asked prices for the Common Stock on the day of
determination; or
(iii)
In the absence of an established market
for the Common Stock, the Fair Market Value thereof shall be
determined in good faith by the Administrator.
(o)
“ Incentive Stock Option
” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the
Code.
(p)
“ Nonstatutory Stock Option
” means an Option not intended to qualify as an Incentive
Stock Option.
(q)
“ Option ” means a
stock option granted pursuant to the Plan.
(r)
“ Option Agreement ”
means a written or electronic agreement between the Company and an
Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms
and conditions of the Plan.
(s)
“ Optioned Stock ”
means the Common Stock subject to an Option.
(t)
“ Optionee ” means the
holder of an outstanding Option granted under the Plan.
(u)
“ Parent ” means a
“parent corporation,” whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(v)
“ Plan ” means this
2006 Stock Option Plan.
(w)
“ Service Provider ”
means an Employee, Director or Consultant.
(x)
“ Share ” means a
share of the Common Stock, as adjusted in accordance with
Section 12 below.
(y)
“ Subsidiary ” means a
“subsidiary corporation,” whether now or hereafter
existing, as defined in Section 424(f) of the Code.
3.
Stock Subject to the Plan
. Subject to the provisions of
Section 12 of the Plan, the maximum aggregate number of Shares
that may be subject to option and sold under the Plan is 20,000,000
Shares. The Shares may be authorized but unissued, or
reacquired Common Stock.
If an Option expires or becomes
unexercisable without having been exercised in full, the
unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan
has terminated). However, Shares that have actually been
issued under the Plan, upon exercise of an Option, shall not be
returned to the Plan and shall not become available for future
distribution under the Plan, except that if Shares of restricted
stock issued pursuant to an Option are repurchased by the Company
at their original purchase price, such Shares shall become
available for future grant under the Plan.
4.
Administration of the Plan
.
(a)
The Plan shall be administered by the
Board or a Committee appointed by the Board, which Committee shall
be constituted to comply with Applicable Laws.
(b)
Powers of the Administrator
. Subject to the provisions of the
Plan and, in the case of a Committee, the specific duties delegated
by the Board to such Committee, and subject to the approval of any
relevant authorities, the Administrator shall have the authority in
its discretion:
(i)
to determine the Fair Market
Value;
(ii)
to select the Service Providers to whom
Options may from time to time be granted hereunder;
(iii)
to determine the number of Shares to be
covered by each such Option granted hereunder;
(iv)
to approve forms of agreement for use
under the Plan;
(v)
to determine the terms and conditions of
any Option granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or
times when Options may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of
forfeiture restrictions, and any restriction or limitation
regarding any Option or the Common Stock relating thereto, based in
each case on such factors as the Administrator, in its sole
discretion, shall determine; ØA
(vi)
to prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations
relating to sub-plans established for the purpose of satisfying
applicable foreign laws;
(vii)
to allow Optionees to satisfy withholding
tax obligations by electing to have the Company withhold from the
Shares to be issued upon exercise of an Option that number of
Shares having a Fair Market Value equal to the minimum amount
required to be withheld. The Fair Market Value of the Shares
to be withheld shall be determined on the date that the amount of
tax to be withheld is to be determined. All elections by
Optionees to have Shares withheld for this purpose shall be made in
such form and under such conditions as the Administrator may deem
necessary or advisable; and
(viii)
to construe and interpret the terms of
the Plan and Options granted pursuant to the Plan.
(c)
Effect of Administrator’s
Decision . All
decisions, determinations and interpretations of the Administrator
shall be final and binding on all Optionees.
5.
Eligibility . Nonstatutory Stock Options may be granted to
Service Providers. Incentive Stock Options may be granted
only to Employees.
6.
Limitations .
(a)
Incentive Stock Option
Limit . Each Option
shall be designated in the Option Agreement as either an Incentive
Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate
Fair Market Value of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by the Optionee
during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds $100,000, such Options shall be
treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into
account in the order in which they were granted. The Fair
Market Value of the Shares shall be determined as of the time the
Option with respect to such Shares is granted.
(b)
At-Will Employment
. Neither the Plan nor any Option
shall confer upon any Optionee any right with respect to continuing
the Optionee’s relationship as a Service Provider with the
Company, nor shall it interfere in any way with his or her right or
the Company’s right to terminate such relationship at any
time, with or without cause, and with or without notice.
7.
Term of Plan . Subject to shareholder approval in accordance
with Section 18, the Plan shall become effective upon its
adoption by the Board. Unless sooner terminated under
Section 14, it shall continue in effect for a term of ten (10)
years from the later of (i) the effective date of the Plan, or
(ii) the date of the most recent Board approval of an increase
in the number of shares reserved for issuance under the
Plan.
8.
Term of Option . The term of each Option shall be stated in
the Option Agreement; provided, however, that the term shall be no
more than ten (10) years from the date of grant thereof. In
the case of an Incentive Stock Option granted to an Optionee who,
at the time the Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock
of the Company or any Parent or Subsidiary, the term of the Option
shall be five (5) years from the date of grant or such shorter term
as may be provided in the Option Agreement.
9.
Option Exercise Price and
Consideration .
(a)
Exercise Price . The per share exercise price for the Shares
to be issued upon exercise of an Option shall be such price as is
determined by the Administrator, but shall be subject to the
following:
(i)
In the case of an Incentive Stock
Option
(A)
granted to an Employee who, at the time
of grant of such Option, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the exercise price shall be no
less than 110% of the Fair Market Value per Share on the date of
grant.
(B)
granted to any other Employee, the per
Share exercise price shall be no less than 100% of the Fair Market
Value per Share on the date of grant.
(ii)
In the case of a Nonstatutory Stock
Option, the per Share exercise price shall be determined by the
Administrator.
(iii)
Notwithstanding the foregoing, Options
may be granted with a per Share exercise price other than as
required above pursuant to a merger or other corporate
transaction.
(b)
Forms of Consideration
. The consideration to be paid for
the Shares to be issued upon exercise of an Option, including the
method of payment, shall be determined by the Administrator (and,
in the case of an Incentive Stock Option, shall be determined at
the time of grant). Such consideration may consist of,
without limitations, (1) cash, (2) check,
(3) promissory note, (4) other Shares, provided Shares
acquired from the Company, either directly or indirectly,
(x) have been owned by the Optionee for more than six months
on the date of surrender, and (y) have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the
Shares as to which such Option shall be exercised,
(5) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the
Plan, or (6) any combination of the foregoing methods of
payment. In making its determination as to the type of
consideration to accept, the Administrator shall consider if
acceptance of such consideration may be reasonably expected to
benefit the Company.
10.
Exercise of Option
.
(a)
Procedure for Exercise; Rights as a
Shareholder . Any Option
granted hereunder shall be exercisable according to the terms
hereof at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement. Unless
the Administrator provides otherwise, vesting of Options granted
hereunder shall be suspended during any unpaid leave of absence.
An Option may not be exercised for a fraction of a
Share.
An Option shall be deemed exercised when
the Company receives: (i) written or electronic notice of
exercise (in accordance with the Option Agreement) from the person
entitled to exercise the Option, and (ii) full payment for the
Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Option
Agreement and the Plan. Shares issued upon exercise of an
Option shall be issued in the name of the Optionee or, if requested
by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the
Shares, notwithstanding the exercise of the Option. The
Company shall issue (or cause to be issued) such Shares promptly
after the Option is exercised. No adjustment will be made for
a dividend or other right for which the record date is prior to the
date the Shares are issued, except as provided in Section 12
of the Plan.
Exercise of an Option in any manner shall
result in a decrease in the number of Shares thereafter available,
both for purposes of the Plan and for sale under the Option, by the
number of Shares as to which the Option is exercised.
(b)
Termination of Relationship as a
Service Provider . If an
Optionee ceases to be a Service Provider, such Optionee may
exercise his or her Option within such period of time as is
specified in the Option Agreement to the extent that the Option is
vested on the date of termination (but in no event later than the
expiration of the term of the Option as set forth in the Option
Agreement). In the absence of a specified time in the Option
Agreement, the Option shall remain exercisable for three (3) months
following the Optionee’s termination. If, on the date
of termination, the Optionee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option
shall revert to the Plan. If, after termination, the Optionee
does not exercise his or her Option within the time specified by
the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(c)
Disability of Optionee
. If an Optionee ceases to be a
Service Provider as a result of the Optionee’s Disability,
the Optionee may exercise his or her Option within such period of
time as is specified in the Option Agreement to the extent the
Option is vested on the date of termination (but in no event later
than the expiration of the term of such Option as set forth in the
Option Agreement). In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for twelve
(12) months following the Optionee’s termination. If,
on the date of termination, the Optionee is not vested as to his or
her entire Option, the Shares covered by the unvested portion of
the Option shall revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(d)
Death of Optionee
. If an Optionee dies while a
Service Provider, the Option may be exercised within such period of
time as is specified in the Option Agreement (but in no event later
than the expiration of the term of such Option as set forth in the
Option Agreement), by the Optionee’s designated beneficiary,
provided such beneficiary has been designated prior to
Optionee’s death in a form acceptable to the Administrator.
If no such beneficiary has been designated by the Optionee,
then such Option may be exercised by the personal representative of
the Optionee’s estate or by the person(s) to whom the Option
is transferred pursuant to the Optionee’s will or in
accordance with the laws of descent and distribution. In the
absence of a specified time in the Option Agreement, the Option
shall remain exercisable for twelve (12) months following the
Optionee’s termination. If, at the time of death, the
Optionee is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall immediately
revert to the Plan. If the Option is not so exercised within
the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.
11.
Transferability of Options
. Unless determined otherwise by
the Administrator, Options may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than
by will or the laws of descent and distribution, and may be
exercised during the lifetime of the Optionee, only by the
Optionee.
12.
Adjustments Upon Changes in
Capitalization, Merger or Change in Control .
(a)
Changes in Capitalization
. Subject to any required action
by the shareholders of the Company, the number and type of Shares
which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned
to the Plan upon cancellation or expiration of an Option, and the
number and type of Shares covered by each outstanding Option, as
well as the price per Share covered by each such outstanding
Option, shall be proportionately adjusted for any increase or
decrease in the number or type of issued Shares resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Company. The
conversion of any convertible securities of the Company shall not
be deemed to have been “effected without receipt of
consideration.” Such adjustment shall be made by the
Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with
respect to, the number, type or price of Shares subject to an
Option.
(b)
Dissolution or Liquidation
. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective
date of such proposed transaction. The Administrator in its
discretion may provide for an Optionee to have the right to
exercise his or her Option until fifteen (15) days prior to such
transaction as to all of the Optioned Stock covered thereby,
including Shares as to which the Option would not otherwise be
exercisable. In addition, the Administrator may provide that
any Company repurchase option applicable to any Shares purchased
upon exercise of an Option shall lapse as to all such
