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Exhibit 10.1
METRO ONE DEVELOPMENT, INC.
April 2008 STOCK OPTION PLAN
Article I. Purposes of the Plan
The purposes of this April 2008 Stock Option Plan are to attract
and retain
the best available personnel, to provide additional incentive to
Employees,
Directors and Consultants, and to promote the success of the
Company's
business.
Article II. Definitions
As used herein, the following definitions shall apply:
2.01 "Administrator" means the Board or any of the Committees
appointed
to administer the Plan.
2.02 "Applicable Laws" means the legal requirements relating to
the
administration of share incentive plans, if any, under
applicable
provisions of the U.S. federal securities laws, the U.S.
state
corporate and securities laws, the Code, the rules of any
applicable
stock exchange or national market system, and the laws and rules
of
any jurisdiction outside the U.S. applicable to Options
including
Canadian laws, SARs or Restricted Shares granted to
residents
therein.
2.03 "Board" means the Board of Directors of the Company.
2.04 "Code" means the U.S. Internal Revenue Code of 1986, as
amended.
2.05 "Committee" means any committee appointed by the Board to
administer
the Plan, and shall, following the Registration
Date and, solely to the extent required to comply with
Applicable Laws,
be composed of "non-employee" directors within the meaning
of
Rule 16b-3 as promulgated under the Exchange Act and
"outside
directors" within the meaning of the Code. To the extent the
Plan
is administered by the Board, the term "Committee" shall refer
to
the Board.
2.06 "Common Share" means a share of US$0.0001 par value of the
Company.
2.07 "Company" means Metro One Development, Inc., a company
incorporated
under the laws of Delaware.
2.08 "Consultant" means any person (other than an Employee or a
Director)
who is engaged by the Company or any Related Entity to
render
consulting or advisory services to the Company or such Related
Entity
or any other selective persons the Administrator determines
provides,
directly or indirectly, bona fide value to the Company or any
Related
Entity.
2.09 "Continuous Service" means that the provision of services
to the Company
or a Related Entity in any capacity of Employee, Director,
or
Consultant, is not interrupted or terminated. Continuous
Service
shall not be considered interrupted in the case of:
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(i) any approved leave of absence;
(ii) transfers among the Company, any Related Entity, or any
successor, in any capacity of Employee, Director, or
Consultant; or
(iii) any change in status as long as the individual remains in
the
service of the Company or a Related Entity in any capacity
of
Employee, Director, or Consultant (except as otherwise
provided
in the Option Agreement).
An approved leave of absence shall include sick leave, maternity
leave,
or any other authorized personal leave.
2.10 "Corporate Transaction" means any of the following
transactions to which
the Company is a party:
(i) a merger or consolidation or reorganization in which the
Company
is not the surviving entity; or
(ii) the sale, transfer or other disposition of all or
substantially
all of the assets of the Company (including the share capital
of
the Company's Subsidiaries).
2.11 "Director" means a member of the Board or the board of
directors of any
Related Entity.
2.12 "Disability" means that an Optionee is permanently unable
to carry out
the responsibilities and functions of the position held by the
Optionee
by reason of any medically determinable physical or mental
impairment
as determined by the Administrator. An Optionee will not be
considered
to have incurred a Disability unless he or she furnishes proof
of such
impairment sufficient to satisfy the Administrator in its
discretion.
2.13 "Effective Date" means the date on which a Grant of Options
and/or SARs
and/or Restricted Shares shall take effect in accordance with
Option
Agreement.
2.14 "Employee" means any person, including an Officer or
Director, who is an
employee of the Company or any Related Entity. The payment of
an
independent director's fee by the Company or a Related Entity
shall
not be sufficient to constitute "employment" of such person by
the
Company.
2.15 "Exchange Act" means the U.S. Securities Exchange Act of
1934, as
amended.
2.16 "Fair Market Value" means, as of any date, the value of
Common Shares
as follows:
(a) Where there exists a public market for the Common Shares,
the Fair
Market Value shall be:
(i) the closing price for a Share for the last market
trading
day prior to the time of the determination (or, if no
closing price was reported on that date, on the last
trading date on which a closing price was reported) on
the stock exchange determined by the Administrator to be
the primary market for the Common Shares or the Nasdaq
National Market, whichever is applicable; or
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(ii) if the Common Shares are not traded on any such
exchange,
or national market system, the average of the closing
bid and asked prices of a Share on the Nasdaq Small
Cap Market for the day prior to the time of the
determination (or, if no such prices were reported on
that date, on the last date on which such prices were
reported), in each case, as reported in The Wall Street
Journal or such other source as the Administrator deems
reliable.
(b) In the absence of an established market for the Common
Shares of
the type described in (a), above, the Fair Market Value
thereof
shall be determined by the Administrator in good faith by
reference
to:
(i) the valuation price made by an independent appraiser
appointed by the Administrator;
(ii) the placing price of the latest private placement of
the
Shares; and
(iii) the development of the Company's business operations
since such latest private placement.
2.17 "Grant" means the number of Options and/or Stock
Appreciation Rights
and/or Restricted Shares and/or Restricted Share Units granted
to an
Optionee at any time in accordance with Article VI hereof.
2.18 "Immediate Family" means any child, stepchild, grandchild,
parent,
stepparent, grandparent, spouse, former spouse, sibling, niece,
nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive
relationships,
any person sharing the Optionee's household (other than a tenant
or
employee), a trust in which these persons (or the Optionee) have
more
than fifty percent (50%) of the beneficial interest, a
foundation in
which these persons (or the Optionee) control the management
of
assets, and any other entity in which these persons (or the
Optionee)
own more than fifty percent (50%) of the voting interests.
2.19 "Liquidation Event" means a complete dissolution or
liquidation of the
Company.
2.20 "Non-Statutory Stock Option" means an Option not intended
to qualify as
an Incentive Stock Option within the meaning of Section 422 of
the Code.
2.21 "Officer" means a person who is an officer of the Company
or a Related
Entity within the meaning of Section 16 of the Exchange Act and
the
rules and regulations promulgated thereunder or, to the
extent
applicable, other Applicable Laws.
2.22 "Option" means an option to purchase Shares pursuant to an
Option
Agreement granted under the Plan.
2.23 "Optionee" means an Employee, Director, or Consultant who
receives a
Grant under the Plan.
2.24 "Option Agreement" means the written agreement evidencing
the grant of
an option and/or SARs and/or Restricted Shares executed by the
Company
and the Optionee, including any amendments thereto.
2.25 "Option Period" means the period commencing on the
Effective Date of a
Grant and ending no later than on the day prior to the tenth
anniversary of such Effective Date.
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2.26 "Parent" means a "parent corporation", whether now or
hereafter
existing, as defined in Section 424(e) of the Code or, to the
extent
applicable, other Applicable Laws.
2.27 "Plan" means this April 2008 Stock Option Plan of Metro One
Development,
Inc., dated April 14, 2008, as set forth herein and as may be
amended
from time to time.
2.28 "Registration Date" means the first to occur of:
(a) the closing of the first sale to the general public of:
(i) the Common Shares; or
(ii) the same class of securities of a successor corporation
(or its Parent) issued pursuant to a Corporate Transaction
in exchange for or in substitution of the Common Shares,
pursuant to a registration statement filed with and
declared effective by the Securities and Exchange
Commission under the Securities Act or an equivalent
thereof in a jurisdiction outside the U.S.;
and
(b) in the event of a Corporate Transaction, the date of the
consummation of the Corporate Transaction if the same class
of
securities of the successor corporation (or its Parent) issuable
in
such Corporate Transaction shall have been sold to the
general
public pursuant to a registration statement filed with and
declared
effective by the Securities and Exchange Commission under
the
Securities Act or an equivalent thereof in a jurisdiction
outside
the U.S., on or prior to the date of consummation of such
Corporate
Transaction.
2.29 "Related Entity" means any Parent, Subsidiary and any other
corporation,
partnership, limited liability company or other business entity
in
which the Company, its Parent or a Subsidiary holds a
substantial
ownership interest, directly or indirectly.
2.30 "Securities Act" means the U.S. Securities Act of 1933, as
amended.
2.31 "SAR" means a Stock Appreciation Right granted to an
Optionee under
this Plan.
2.32 "Shares" mean Common Shares of the Company.
2.33 "Subsidiary" means a "subsidiary corporation", whether now
or hereafter
existing, as defined in Section 424(f) of the Code or, to the
extent
applicable, other Applicable Laws.
Article III. Shares Subject to the Plan
3.01 Subject to the provisions of Section 10.01 below, the
maximum aggregate
number of Shares with respect to which Grants may be made under
the
Plan shall not exceed 195,000,000 shares.
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3.02 Any Shares covered by a Grant (or portion of a Grant) which
is forfeited
or cancelled, expires or is settled in cash or otherwise, shall
be
deemed not to have been issued for purposes of determining the
maximum
aggregate number of Shares which may be issued under the Plan.
If any
unissued Shares are retained by the Company upon exercise of a
Grant in
order to satisfy the exercise price for such Grant or any
withholding
taxes due with respect to such Grant, such retained Shares
subject to
such Grant shall become available for future issuance under the
Plan
(unless the Plan has terminated). Shares that actually have
been
issued under the Plan pursuant to a Grant shall not be returned
to
the Plan and shall not become available for future issuance
under
the Plan.
Article IV. Administration of the Plan
4.01 Plan Administrator. The Committee shall administer the Plan
in
accordance with its terms.
4.02 Powers of the Administrator. Subject to Applicable Laws and
the
provisions of the Plan (including any other powers given to
the
Administrator hereunder), and except as otherwise provided by
the Board,
the Administrator shall have the authority, in its
discretion:
(a) to determine the eligibility of Grants, and to authorize
the Chief Executive Officer and Chief Financial Officer to
determine number of shares of each Grant;
(b) to approve forms of Option Agreements for use under the
Plan;
(c) to determine to grant Options with or without SARs;
(d) to determine the Exercise Price applicable to the Share
covered
by each Option;
(e) to determine the Option Period applicable thereto;
(f) to establish additional terms, conditions, rules or
procedures to
accommodate the rules or laws of applicable foreign
jurisdictions
and to afford Optionees favorable treatment under such rules
or
laws; provided, however, that no Grant shall be granted under
any
such additional terms, conditions, rules or procedures with
terms
or conditions which are inconsistent with the provisions of
the
Plan;
(g) to amend the terms of any outstanding Grant granted under
the Plan,
and to reduce the exercise price of any Option or SAR to the
then
current Fair Market Value if the Fair Market Value of the
Shares
covered by such Grant shall have declined since the date the
Grant
was granted and to make any other amendments or adjustments to
any
Grant that the Administrator determines, in its discretion
and
under the authority granted to it under this Plan, to be
necessary
or advisable, provided that the exercise price shall never
fall
below the nominal or par value of the Shares, and that any
such
amendment or adjustment that would adversely affect the
Optionee's
rights under an outstanding Grant shall not be made without
the
Optionee's written consent;
(h) to construe and interpret the terms of the Plan and
Grants,
including without limitation, any notice of Grant or Option
Agreement granted pursuant to the Plan; and
(j) to take such other action, not inconsistent with the terms
of the
Plan, as the Administrator deems appropriate.
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Article V. Eligibility
Options may be granted to Employees, Directors, and Consultants.
An Employee,
Director, or Consultant who has been granted a Grant may, if
otherwise
eligible, be granted additional Grants. Grants may be granted to
such
Employees, Directors, or Consultants who are residing in foreign
jurisdictions
as the Administrator may determine from time to time.
Article VI. Type of Grants; Terms and Conditions of Grants
Grants under the Plan may consist of one or more of the
following: Options,
SARs, or Restricted Shares (which may be granted as Restricted
Share units).
Restricted Stock may be registered on a Form S-8 prior or
subsequent to any
grants. Awards of Restricted Shares may provide the Optionee
with dividends
or dividend equivalents and voting rights prior to vesting.
Additionally,
shares of common stock may be granted as free-trading shares if
the shares of
common stock are registered on a Form S-8. Each Grant shall be
designated in
the Option Agreement.
6.01 Options
(a) Option Designation. Options shall be designated as
Non-Statutory
Stock Option.
(b) Option Exercise Price. The exercise price of an Option shall
be
as follows:
(i) granted to a person who, at the time of the grant of
such
Non-Statutory Stock Option owns shares representing more
than ten percent (10%) of the voting power of all classes
of shares of the Company or any Parent or Subsidiary, the
per Share exercise price shall be not less than one
hundred percent (100%) of the Fair Market Value per
Share on the date of grant; or
(ii) granted to a person other than a person described in
the
preceding paragraph,
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