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GREM USA
2005 STOCK OPTION PLAN
SECTION 1. INTRODUCTION
1.1 Establishment. Effective as provided in Section 17,
GREM USA, a Nevada corporation (the "Company"), hereby restates
this
plan of long-term stock-based compensation incentives for
selected
Eligible Participants of the Company and its affiliated
corporations.
The plan is known as the GREM USA 2005 Stock Option Plan
(the
"Plan"). The Plan was adopted by the Company on April 29,
2005.
1.2 Purpose. The purpose of the Plan is to promote the best
interest of the Company, and its stockholders by providing a
means of
non-cash remuneration to selected Eligible Participants who
contribute
most to the operating progress and earning power of the
Company.
SECTION 2. DEFINITIONS
The following definitions shall be applicable to the terms
used in the 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
Sections
424(e) and (f), respectively, of the Internal Revenue
Code).
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 designated by the Board of
Directors to administer the Plan or, if no committee is so
designated,
the Board of Directors. Any Committee Member who is also an
Eligible
Participant may receive a grant 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. 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 $.001 par value
voting
common stock.
2.5 "Company" means GREM USA, a Nevada corporation
2.6 "Effective Date" means the effective date of the Plan,
as
set forth in Section 17 hereof.
2.7 "Eligible Participant" or "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 stock and exercise stock options
hereunder.
2.8 "Fair Market Value" means with respect to Common Stock,
as
of any date, the closing price of a share of Common Stock as
reported
on such exchange on which the Company's Common Stock may be
listed.
2.9 "Option" means the grant to an Eligible Participant of a
right to acquire shares of Restricted Stock of the Company,
unless said
shares are duly registered, and thus freely tradeable, pursuant
to a
Grant of Option approved by the Committee and executed and
delivered by
the Company.
2.10 "Plan" means this GREM USA 2005 Stock Option Plan,
adopted on April 29, 2005.
2.11 "Registered Stock" means shares of common stock, $.001
par value, of the Company underlying an Option which, if
specified in
the written Option are, upon issuance, freely tradeable by
virtue of
having been registered with the Securities and Exchange
Commission
under cover of Form S-8, or another appropriate registration
statement,
and which shares have been issued subject to the "blue sky"
provisions
of any appropriate state jurisdiction. Special resale
restrictions may,
however, apply to officers, directors, control shareholders
and
affiliates of the Company and such persons will be required to
obtain
an opinion of counsel as regards their ability to resell
shares
received pursuant to this Plan.
2.12 "Stock" or "Restricted Stock" means shares of common
stock, $.001 par value, of the Company issuable directly under
the Plan
or underlying the grant of the Option, which are, upon
issuance,
subject to the restrictions set forth in Section 11 hereof.
Wherever appropriate, words used in the 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 THE PLAN
The Plan was adopted on April 29, 2005. In the absence of
contrary action by the Board of Directors, and except for action
taken
by the Committee pursuant to Section 4 in connection with
the
determination of Eligible Participants, any action taken by
the
Committee or by the Board of Directors with respect to the
implementation, interpretation or administration of the Plan
shall be
final, conclusive and binding.
SECTION 4. ELIGIBILITY AND AWARDS
The Committee shall determine at any time and from time to
time after the effective date of the Plan: (i) the Eligible
Participants; (ii) the number of shares of Common Stock
issuable
directly or to be granted pursuant to an Option which an
Eligible
Participant may exercise; (iii) the price per share at which
each
option may be exercised, in cash or cancellation of fees for
services
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for which the Company is liable, if applicable, or the value per
share
if a direct issue of stock; and (iv) the terms on which each
option may
be granted. Such determination, as may from time to time be
amended or
altered at the sole discretion of the Committee. Notwithstanding
the
provisions of Section 3 hereof, no such determination by the
Committee
shall be final, conclusive and binding upon the Company unless
and
until the Board of Directors has approved the same; provided,
however,
that if the Committee is composed of a majority of the persons
then
comprising the Board of Directors of the Company, such approval
by the
Board of Directors shall not be necessary.
SECTION 5. GRANT OF OPTION
Subject to the terms and provisions of this Plan, the terms
and conditions under which an Option 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 as written Grant of Option hereunder shall be in
the form
attached hereto as Exhibit A and made a part hereof and
containing such
modifications thereto and such other provisions as the
Committee, in
its sole discretion, may determine. Notwithstanding the
foregoing
provisions of this Section 5, each Grant of Option shall
incorporate
the provisions of this Plan by reference.
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 or underlying Options
granted
under this Plan shall not be more than 150,000,000. 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 the
Plan. Such Common Stock may be authorized and unissued or
reacquired
common stock of the Company.
SECTION 7. PURCHASE OF SHARES OF COMMON STOCK
7.1 As soon as practicable after the determination by the
Committee and approval by the Board of Directors (if
necessary,
pursuant to Section 4 hereof) of the Eligible Participants and
the
number of shares an Eligible Participant may be issued directly
or
granted pursuant to an Option, the Committee shall give notice
(written
or oral) thereof to each Eligible Participant, which notice may
be
accompanied by the Grant of Option, if appropriate, to be
executed by
such Eligible Participant. Upon receipt, an Eligible Participant
may
exercise his right to an Option to purchase Common Stock by
providing
written notice as specified in the Grant of Option.
7.2 The negotiated cost basis of stock issued directly or
the
exercise price for each option to purchase shares of Common
Stock
pursuant to paragraph 7.1 shall be as determined by the
Committee, it
being understood that the price so determined by the Committee
may vary
from one Eligible Participant to another. In computing the
negotiated
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direct issue price or the Option exercise price of a share of
Common
Stock, the Committee shall take into consideration, among
other
factors, the restrictions set forth in Section 11 hereof.
SECTION 8. PAYMENT UPON EXERCISE OF OPTION OR DIRECT
ISSUANCE
The Committee shall determine the terms of the Grant of
Option
and the exercise price or direct issue price for payment by
each
Participant for his shares of Common Stock granted thereunder.
Such
terms shall be set forth or referred to in the Grant of Option
or Board
Resolution authorizing the share issuance. The terms and/or
exercise
price so set by the Committee may vary from one Participant to
another.
In the event that all the Committee approves an Option grant
permitting
deferred payments, the Participant's obligation to pay for such
Common
Stock shall be evidenced by a Promissory Note executed by
such
Participant and containing such modifications thereto and such
other
provisions as the Committee, in its sole discretion, may
determine.
SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE
The Company shall deliver to or on behalf of each
Participant
such number of shares of Common Stock as such Participant elects
to
purchase upon direct issuance or upon exercise of the Option.
Such
shares, which shall be fully paid and nonassessable upon the
issuance
thereof (unless a portion or all of the purchase price shall be
paid on
a deferred basis) shall be represented by a certificate or
certificates
registered in the name of the Participant and stamped with
an
appropriate legend referring to the restrictions thereon, if
any, as
may be set forth in the Grant of Option. Subject to the terms
and
provisions of the Wyoming Business Corporation Act and the Grant
of
Option to which he is a party, a Participant shall have all the
rights
of a stockholder with respect to such shares, including the
right to
vote the shares and to receive all dividends or other
distributions
paid or made with respect thereto (except to the extent such
Participant defaults under the promissory note, if any,
evidencing the
deferred purchase price for such shares), provided that such
shares
shall be subject to the restrictions hereinafter set forth. In
the
event of a merger or consolidation to which the Company is a
party, or
of any other acquisition of a majority of the issued and
outstanding
shares of common stock of the Company involving an exchange or
a
substitution of stock of an acquiring corporation for common
stock of
the Company, or of any transfer of all or substantially all of
the
assets of the Company in exchange for stock of an acquiring
corporation, a determination as to whether the stock of the
acquiring
corporation so received shall be subject to the restrictions set
forth
in Section 11 shall be made solely by the acquiring
corporation.
SECTION 10. RIGHTS OF EMPLOYEES; PARTICIPANTS
10.1 Employment. Nothing contained in the Plan or in any
Stock
Option, Restricted Stock award or other Common Stock award
granted
under the Plan shall confer upon any Participant any right with
respect
to the continuation
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