EXHIBIT 99.1
IAS ENERGY, INC.
2007 STOCK OPTION PLAN
2,000,000 Shares of Common Stock
Reserved
IAS
ENERGY, INC. (hereinafter “Company” or “The
Company”) creates this Plan to provide additional incentives
to key employees, officers, directors and independent contractors
of IAS ENERGY, Inc., and any parent or subsidiary it may at any
time have, thereby helping to attract and retain the best available
personnel for positions of responsibility with those entities and
otherwise promoting the success of the business activities of such
entities. It is intended that Options issued under this Plan
constitute either incentive stock options or nonqualified stock
options, at the discretion of the Board of Directors of the
Company.
1.
DEFINITIONS.
Unless
otherwise specified or unless the context otherwise requires, the
following terms, as used in this IAS ENERGY, Inc. 2007 Stock Option
Plan, have the following meanings: Administrator
means the Board of Directors, unless it has delegated power to act
on its behalf to the Committee, in which case the Administrator
means the Committee.
Affiliate means a corporation which, for purposes of
Section 424 of the Code, is a parent or subsidiary of the Company,
direct or indirect.
Agreement means an agreement between the Company and
a Participant delivered pursuant to the Plan, in such form as the
Administrator shall approve.
Board of Directors means the Board of
Directors of the Company.
Cause shall include (and is not limited to)
dishonesty with respect to the Company or any Affiliate,
insubordination, substantial malfeasance or non-feasance of duty,
unauthorized disclosure of confidential information, material
breach by the Participant of any provision of any employment,
consulting, advisory, nondisclosure, non-competition or similar
agreement between the Participant and the Company, and conduct
substantially prejudicial to the business of the Company or any
Affiliate provided, however that any provision in an agreement
between the Participant and the Company or an Affiliate, which
contains a conflicting definition of “cause” for
termination and which is in effect at the time of such termination,
shall supersede the definition in this Plan with respect to that
Participant. The determination of the Administrator as to the
existence of Cause will be conclusive on the Participant and the
Company.
Change of Control means the occurrence of
any of the following events:
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(i) |
Ownership . Any
“Person” (as such term is used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended)
becomes the “Beneficial Owner” (as defined in
Rule 13d-3 under said Act), directly or indirectly, of securities
of the Company representing 50% or more of the total voting power
represented by the Company’s then outstanding voting
securities (excluding for this purpose any such voting securities
held by the Company or its Affiliates or by any employee benefit
plan of the Company) pursuant to a transaction or a series of
related transactions which the Board of Directors does not approve;
or
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(ii) |
Merger/Sale of Assets . (A) A merger or
consolidation of the Company whether or not approved by the Board
of Directors, 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 the parent of such corporation) at least
50% of the total voting power represented by the voting securities
of the Company or such surviving entity or parent of such
corporation, as the case may be, outstanding immediately after such
merger or consolidation; or (B) the shareholders of the Company
approve an agreement for the sale or disposition by the Company of
all or substantially all of the Company’s assets.
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Code means the United States Internal Revenue Code of
1986, as amended.
Committee means the committee of the Board of
Directors to which the Board of Directors has delegated power to
act under or pursuant to the provisions of the Plan.
Common Stock means shares of the
Company’s common stock, no par value per share.
Company means IAS ENERGY, Inc., an Oregon
corporation.
Disability or Disabled means
permanent and total disability as defined in Section 22(e)(3) of
the Code.
Employee means any employee of the Company or of an
Affiliate (including, without limitation, an employee who is also
serving as an officer or director of the Company or of an
Affiliate), designated by the Administrator to be eligible to be
granted one or more Stock Rights under the Plan.
Fair Market Value of a Share of Common
Stock means:
(1)
National Exchange - If the Common Stock is listed on a
national securities exchange or traded in the over-the-counter
market and sales prices are regularly reported for the Common
Stock, the closing or last price of the Common Stock on the
composite tape or other comparable reporting system for the trading
day on the applicable date, which is the date of grant, and if such
applicable date is not a trading day, the last market trading day
prior to such date;
(2)
OTC Exchange - If the Common Stock is not traded on a
national securities exchange but is traded on the over-the-counter
market, if sales prices are not regularly reported for the Common
Stock for the trading day referred to in clause (1), and if bid and
asked prices for the Common Stock are regularly reported, the mean
between the bid and the asked price for the Common Stock at the
close of trading in the over-the-counter market for the trading day
on which Common Stock was traded on the applicable date, which is
the date of grant, and if such applicable date is not a trading
day, the last market trading day prior to such date; and
(3)
Not Readily tradable Stock - If the Common Stock is neither
listed on a national securities exchange nor traded in the
over-the-counter market, such value as the Administrator, in good
faith, shall determine, including a valuation made in reliance upon
a valuation performed by a person or persons the corporation
reasonably determines to be qualified to perform such valuation
based on their experience, knowledge, education or background or
otherwise arrived at pursuant to the valuation rules set forth
under IRC 409 A and the Treasury regulations promulgated
thereunder.
ISO means an option meant to qualify as an incentive stock
option under Section 422 of the Code.
Non-Qualified Option means an option that
is not intended to qualify as an ISO.
Option means an ISO or Non-Qualified
Option granted under the Plan.
Participant means an Employee, director or consultant
of the Company or an Affiliate to whom one or more Stock Rights are
granted under the Plan. As used herein,
“Participant” shall include
“Participant’s Survivors” where the
context requires.
Plan means this IAS ENERGY, Inc., 2007
Stock Option Plan.
Shares means shares of the Common Stock as to which
Stock Rights have been or may be granted under the Plan or any
shares of capital stock into which the Shares are changed or for
which they are exchanged within the provisions of Paragraph 3 of
the Plan. The Shares issued under the Plan may be authorized and
unissued shares or shares held by the Company in its treasury, or
both.
Stock-Based Award means a grant by the Company under
the Plan of an equity award or an equity based award which is not
an Option or a Stock Grant.
Stock Grant means a grant by the Company
of Shares under the Plan.
Stock Right means a right to Shares or the value of
Shares of the Company granted pursuant to the Plan—an ISO, a
Non-Qualified Option, a Stock Grant or a Stock-Based Award.
Survivor means a deceased Participant’s legal
representatives and/or any person or persons who acquired the
Participant’s rights to a Stock Right by will or by the laws
of descent and distribution.
2.
PURPOSES OF THE
PLAN.
The
Plan is intended to encourage ownership of Shares by Employees and
directors of and certain consultants to the Company in order to
attract and retain such people, to induce them to work for the
benefit of the Company or of an Affiliate and to provide additional
incentive for them to promote the success of the Company or of an
Affiliate. The Plan provides for the granting of ISOs,
Non-Qualified Options, Stock Grants and Stock-Based Awards.
3.
SHARES SUBJECT TO THE
PLAN.
(a) The
number of Shares which may be issued from time to time pursuant to
this Plan shall be 2,000,000 shares of Common Stock, or such number
of shares as may be amended from time to time.
(b) If
an Option ceases to be “outstanding,” in whole
or in part, other than by exercise , or if the Company shall
reacquire (at not more than its original issuance price) any Shares
issued pursuant to a Stock Grant or Stock-Based Award, or if any
Stock Right expires or is forfeited, cancelled, or otherwise
terminated or results in any Shares not being issued, the unissued
Shares which were subject to such Stock Right shall again be
available for issuance from time to time pursuant to this Plan.
Notwithstanding the foregoing, if a Stock Right is exercised, in
whole or in part, by tender of Shares or if the Company’s tax
withholding obligation is satisfied by withholding Shares, the
number of Shares deemed to have been issued under the Plan for
purposes of the limitations set forth in Paragraph 3(a) above shall
be the number of Shares that were subject to the Stock Right or
portion thereof, and not the net number of Shares actually
issued.
4.
ADMINISTRATION OF THE
PLAN.
The
Administrator of the Plan will be the Board of Directors, except to
the extent the Board of Directors delegates its authority to a
Committee, in which case such Committee shall be the Administrator.
Subject to the provisions of the Plan, the Administrator is
authorized to:
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a. |
Interpret the provisions of the Plan and all
Stock Rights and to make all rules and determinations which it
deems necessary or advisable for the administration of the
Plan;
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b. |
Determine which Employees, directors and
consultants shall be granted Stock Rights;
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c. |
Determine the number of Shares for which a Stock
Right or Stock Rights shall be granted;
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d. |
Specify the terms and conditions upon which a
Stock Right or Stock Rights may be granted; and
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e. |
Adopt any sub-plans applicable to residents of
any specified jurisdiction as it deems necessary or appropriate in
order to comply with or take advantage of any tax or other laws
applicable to the Company or to Plan Participants or to otherwise
facilitate the administration of the Plan, which sub-plans may
include additional restrictions or conditions applicable to Stock
Rights or Shares issuable pursuant to a Stock Right;
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provided, however, that all such
interpretations, rules, determinations, terms and conditions shall
be made and prescribed in the context of preserving the tax status
under Section 422 of the Code of those Options which are designated
as ISOs. Subject to the foregoing, the interpretation and
construction by the Administrator of any provisions of the Plan or
of any Stock Right granted under it shall be final, unless
otherwise determined by the Board of Directors, if the
Administrator is a Committee. In addition, if the Administrator is
a Committee, the Board of Directors may take any action under the
Plan that would otherwise be the responsibility of such
Committee.
To the
extent permitted under applicable law, the Board of Directors or a
Committee may allocate all or any portion of its responsibilities
and powers to any one or more of its members and may delegate all
or any portion of its responsibilities and powers to any other
person selected by it. The Board of Directors or a Committee may
revoke any such allocation or delegation at any time.
5.
ELIGIBILITY FOR
PARTICIPATION.
The
Administrator will, in its sole discretion, name the Participants
in the Plan, provided, however, that each Participant must be an
Employee, director or consultant of the Company or of an Affiliate
at the time a Stock Right is granted. Notwithstanding the
foregoing, the Administrator may authorize the grant of a Stock
Right to a person not then an Employee, director or consultant of
the Company or of an Affiliate; provided, however, that the actual
grant of such Stock Right shall be conditioned upon such person
becoming eligible to become a Participant at or prior to the time
of the execution of the Agreement evidencing such Stock Right. ISOs
may be granted only to Employees. Non-Qualified Options, Stock
Grants and Stock-Based Awards may be granted to any Employee,
director or consultant of the Company or an Affiliate. The granting
of any Stock Right to any individual shall neither entitle that
individual to, nor disqualify him or her from, participation in any
other grant of Stock Rights.
6.
TERMS AND CONDITIONS OF
OPTIONS.
Each
Option shall be set forth in writing in an Option Agreement,
similar in form to that attached hereto at Exhibit A, duly executed
by the Company and, to the extent required by law or requested by
the Company, by the Participant. The Administrator may provide that
Options be granted subject to such terms and conditions, consistent
with the terms and conditions specifically required under this
Plan, as the Administrator may deem appropriate including, without
limitation, subsequent approval by the shareholders of the Company
of this Plan or any amendments thereto. The Option Agreements shall
be subject to at least the following terms and conditions:
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a. |
Non-Qualified Options : Each
Option intended to be a Non-Qualified Option shall be subject to
the terms and conditions which the Administrator determines to be
appropriate and in the best interest of the Company, subject to the
following minimum standards for any such Non-Qualified Option:
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i. |
Option Price : Each Option
Agreement shall state the option price (per share) of the Shares
covered by each Option, which option price shall be determined by
the Administrator but shall not be less than the Fair Market Value
per share of Common Stock as determined pursuant to the Treasury
Regulations promulgated under 1.409 A of the Code of Federal
Regulations..
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ii. |
Number of Shares : Each Option
Agreement shall state the number of Shares to which it
pertains.
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iii. |
Option Periods : Each Option
Agreement shall state the date or dates on which it first is
exercisable and the date after which it may no longer be exercised,
provided that each Non Qualified Option shall terminate not more
than ten years from the date of the grant. Each Option Agreement
may provide that the Option rights accrue or become exercisable in
installments over a period of months or years, or upon the
occurrence of certain conditions or the attainment of stated goals
or events.
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b. |
Incentive Stock Options
(ISO’s) : Each Option intended to be an ISO shall be
issued only to an Employee and be subject to the following terms
and conditions, with such additional restrictions or changes as the
Administrator determines are appropriate but not in conflict with
Section 422 of the Code and relevant regulations and rulings of the
Internal Revenue Service:
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Minimum standards : The ISO shall
meet the minimum standards required of Non-Qualified Options, as
described in Paragraph 6(a) above.
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ii. |
Option Price : Immediately before
the ISO is granted, if the Participant owns, directly or by reason
of the applicable attribution rules in Section 424(d) of the
Code:
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A. |
10% or less of the total combined voting
power of all classes of stock of the Company or an Affiliate, the
Option price per share of the Shares covered by each ISO shall not
be less than 100% of the Fair Market Value per share of the Shares
on the date of the grant of the Option; or
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B. |
More than 10% of the total combined voting power
of all classes of stock of the Company or an Affiliate, the Option
price per share of the Shares covered by each ISO shall not be less
than 110% of the Fair Market Value on the date of grant.
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iii. |
Term of Option : For Participants
who own:
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A. |
10% or less of the total combined voting
power of all classes of stock of the Company or an Affiliate, each
ISO shall terminate not more than ten years from the date of the
grant or at such earlier time as the Option Agreement may provide;
or
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B. |
More than 10% of the total combined voting power
of all classes of stock of the Company or an Affiliate, each ISO
shall terminate not more than five years from the date of the grant
or at such earlier time as the Option Agreement may provide.
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iv. |
Limitation on Yearly Exercise :
The Board of Directors or a Committee may in its discretion
determine that an Option Agreement or Agreements may restrict the
amount of ISOs which may become exercisable in any calendar year
(under this or any other ISO plan of the Company or an Affiliate)
so that the aggregate Fair Market Value (determined at the time
each ISO is granted) of the stock with respect to which ISOs are
exercisable for the first time by the Participant in any calendar
year, does not exceed $ 100,000. In such event, to the extent the
fair market value of stock (as determined above) with respect to
which an incentive stock option exercisable for the first time by
any individual under this plan exceeds $ 100,000, such option shall
be treated as a non qualified stock option.
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7.
TERMS AND CONDITIONS OF
STOCK GRANTS.
Each
offer of a Stock Grant to a Participant shall state the date prior
to which the Stock Grant must be accepted by the Participant, and
the principal terms of each Stock Grant shall be set forth in an
Agreement, duly executed by the Company and, to the extent required
by law or requested by the Company, by the Participant. The
Agreement shall be in a form approved by the Administrator and
shall contain terms and conditions which the Administrator
determines to be appropriate and in the best interest of the
Company, subject to the following minimum standards:
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(a) |
Each Agreement shall state the purchase price
(per share), if any, of the Shares covered by each Stock Grant,
which purchase price shall be determined by the Administrator;
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(b) |
Each Agreement shall state the number of Shares
to which the Stock Grant pertains; and
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(c) |
Each Agreement shall include the terms of any
right of the Company to restrict or reacquire the Shares subject to
the Stock Grant, including the time and events upon which such
rights shall accrue and the purchase price therefore, if any.
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8.
TERMS AND CONDITIONS OF
OTHER STOCK-BASED AWARDS.
The
Administrator shall have the right to grant other Stock-Based
Awards based upon the Common Stock having such terms and conditions
as the Administrator may determine, including, without limitation,
the grant of Shares based upon certain conditions, the grant of
securities convertible into Shares and the grant of stock
appreciation rights, phantom stock awards, stock units deferred or
otherwise. The principal terms of each Stock-Based Award shall be
set forth in an Agreement, duly executed by the Company and, to the
extent required by law or requested by the Company, by the
Participant. The Agreement shall be in a form approved by the
Administrator and shall contain terms and conditions which the
Administrator determines to be appropriate and in the best interest
of the Company.
9.
EXERCISE OF OPTIONS AND
ISSUE OF SHARES.
An
Option (or any part or installment thereof) shall be exercised by
giving written notice to the Company or its designee, together with
provision for payment of the full purchase price in accordance with
this Paragraph for the Shares as to which the Option is being
exercised, and upon compliance with any other condition(s) set
forth in the Option Agreement. Such notice shall be signed by the
person exercising the Option, shall state the number of Shares with
respect to which the Option is being exercised and shall contain
any representation required by the Plan or the Option Agreement.
Payment of the purchase price for the Shares as to which such
Option is being exercised shall be made (a) in United States
dollars in cash or by check, or (b) at the discretion of the
Administrator, through delivery of shares of Common Stock having a
Fair Market Value equal as of the date of the exercise to the cash
exercise price of the Option and held for at least six months, or
(c) at the discretion of the Administrator, by having the Company
retain from the shares otherwise issuable upon exercise of the
Option, a number of shares having a Fair Market Value equal as of
the date of exercise to the exercise price of the Option, or (d) at
the discretion of the Administrator, in accordance with a cashless
exercise program established by the Administrator, or (e) at the
discretion of the Administrator, by any combination of (a), (b),
(c) and (d) above or (f) at the discretion of the Administrator,
payment of such other lawful consideration as the Administrator may
determine. Notwithstanding the foregoing, the Administrator shall
accept only such payment on exercise of an ISO as is permitted by
Section 422 of the Code.
The
Company shall then reasonably promptly deliver the Shares as to
which such Option was exercised to the Participant (or to the
Participant’s Survivors, as the case may be). In determining
what constitutes “reasonably promptly,” it is
expressly understood that the issuance and delivery of the Shares
may be delayed by the Company in order to comply with any federal
or state law or regulation (including, without limitation, state
securities or “blue sky” laws) which requires
the Company to take any action with respect to the Shares prior to
their issuance. The Shares shall, upon delivery, be fully paid,
non-assessable Shares.
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