MEXORO MINERALS LTD.
2008 NONQUALIFIED STOCK OPTION PLAN
Purpose. This Stock Option plan (this
“Plan”) is established by Mexoro Minerals Ltd. (the
“Company”). The purposes of this Plan are (a) to
ensure the retention of the services of existing executive
personnel, key employees, and directors of the Company or its
affiliates; (b) to attract and retain competent new executive
personnel, key employees, consultants and directors; (c) to provide
incentive to all such personnel, employees, consultants and
directors to devote their utmost effort and skill to the
advancement and betterment of the Company, by permitting them to
participate in the ownership of the Company and thereby in the
success and increased value of the Company; and (d) to allow
vendors, service providers, consultants, business associates,
strategic partners, and others, with or that the Board of Directors
anticipates will have an important business relationship with the
Company or its affiliates, the opportunity to participate in the
ownership of the Company and thereby to have an interest in the
success and increased value of the Company.
Applicability of General Provisions. Unless any
Plan specifically indicates to the contrary, all Plans shall be
subject to the General Provisions of the Stock Option plan set
forth below, and references to the Plan could also mean reference
to the Plans.
GENERAL PROVISIONS OF THE STOCK OPTION PLAN
Article 1.
Administration . The Plan shall be administered by a
committee (“Committee”) consisting of not less than one
director of the Company as designated by the Board of Directors of
the Company (“Board”). The Board may from time to
time remove members from the Committee, fill all vacancies in the
Committee, however caused, and may select one of the members of the
Committee as its Chairman. Any action of the Committee shall
be taken by a majority vote or the unanimous written consent of the
Committee members. The Committee shall hold meetings at such
times and places as it may determine, shall keep minutes of its
meetings, and shall adopt, amend, and revoke such rules and
procedures as it may deem appropriate with respect to the Plan.
Notwithstanding any other provision of the Plan (and without
limiting the Committee’s authority), in connection with any
action concerning grants of Awards to or transactions by
“Insiders,” the Committee may adopt such procedures as
its deems necessary or desirable to assure the availability of
exemptions from Section 16 of the Securities Exchange Act of 1934
afforded by Rule 16b-3 thereunder or any successor rule.
Without limiting the foregoing, in connection with approval
of any transaction by an “Insider” involving a grant,
award or other acquisition from the Company, or involving the
disposition to the Company of the Company’s equity
securities, the Committee may delegate its approval authority to a
subcommittee thereof comprised of
two or more “Non-Employee Directors” (as defined in
Rule 16b-3), or take action by the affirmative vote of two or more
Non-Employee Directors (with all other members of the Committee
abstaining or recusing themselves from participating in the
matter), or refer the matter to the full Board of Directors for
action. For this purpose, and “Insider” shall
mean an individual who is, on the relevant date, a specifically
identified officer, director, or 10% beneficial owner of the
Company, as defined under Section 16 of the Securities Exchange Act
of 1934.
Article 2.
Authority of Committee . Subject to the other
provisions of this Plan, and with a view to effecting its purpose,
the Committee shall have the sole authority, in its absolute
discretion: (a) to construe and interpret the Plan; (b) to define
the terms used herein; (c) to determine, to the extent not provided
by the Plan or the relevant Plan, the terms and conditions of
Options and Restricted Shares granted pursuant to the terms of the
Plan; and (d) to make all other determinations necessary or
advisable for the administration of the Plan and to do all things
necessary or desirable for the administration of the Plan.
All decisions, determinations, and interpretations made by
the Committee shall be binding and conclusive on all affected
individuals having an interest in the Plan and on their legal
representatives, heirs and beneficiaries.
Article 3.
Maximum Number of Shares Subject to the Plan . The
shares of common stock which may be issued under the Plan shall be
the authorized and unissued, $0.001 par value common stock of the
Company (the “Common Stock”). The maximum
aggregate number of shares of Common Stock which may be issued
under the Plan shall be 2,000,000 shares.
The shares of Common Stock to be issued upon exercise of an Option
may be authorized but unissued shares or shares reacquired by the
Company. If any of the Options granted under the Plan expire
or terminate for any reason before they have been exercised in
full, the unpurchased shares subject to those expired or terminated
Options shall cease to reduce the number of shares available for
purposes of the Plan.
The proceeds received by the Company from the sale of its Common
Stock pursuant to the exercise of Options under the Plan, if in the
form of cash, shall be added to the Company’s general funds
and used for general corporate purposes.
Article 4.
Eligibility and Participation . Officers, employees,
directors (whether employee directors or non-employee directors),
and independent contractors or agents of the Company or its
subsidiaries (“Subsidiaries”) who are responsible for
or contribute to the management, growth, or profitability of the
business of the Company or its Subsidiaries shall be eligible to
participate in the Plan to the extent designated by the Committee
in its sole and complete discretion (“Participants”).
The grant of NQSOs to a Participant shall be the grant of
separate options and each NQSO shall be specifically designated as
such in accordance with applicable provisions of the Treasury
regulations. A person may be granted multiple Awards under
the Plan.
For purposes of this Plan, the term “Subsidiary” shall
mean any corporation (other than the Company) in an unbroken chain
of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain
owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in
such chain. A corporation that attains the status of a
Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.
Article 5.
Effective Date and Term of Plan . The Plan shall
become effective upon its adoption by the Board of Directors of the
Company subject to approval of the Plan by a majority of the
stockholders of the Company voting in person or by proxy at a
meeting of the stockholders or by unanimous written consent, which
approval must be obtained within 12 months following adoption of
the Plan by the Board of Directors. However, Options may be
granted under this Plan prior to obtaining stockholder approval of
the Plan, but any such Options shall be contingent upon such
stockholder approval being obtained and may not be exercised prior
to such approval. The Plan shall continue in effect for a
term of 10 years unless sooner terminated under Article 7 of these
General Provisions.
Article 6.
Adjustments . If the then outstanding shares of Common
Stock are increased, decreased, changed or exchanged for a
different number or kind or shares or securities through merger,
consolidation, combination, exchange of shares, other
reorganization, recapitalization, reclassification, stock dividend,
stock split or reverse stock split, then an appropriate and
proportionate adjustment shall be made in the maximum number and
kind of shares or securities as to which Options may be granted
under this Plan. A corresponding adjustment changing the
number and kind of shares or securities allocated to unexercised
Options which shall have been granted prior to any such change,
shall likewise be made. Any such adjustment in outstanding
Options shall be made without change in the aggregate purchase
price applicable to the unexercised portion of the Option, but with
a corresponding adjustment in the price for each share or other
unit of any security covered by the Option.
Article 7.
Termination and Amendment of the Plan . The Plan shall
terminate at the end of the term of the Plan as described in
Article 5. No Options shall be granted under the Plan after
the effective date of such termination.
Further, subject to the limitation contained in Article 8 of these
General Provisions, the Board of Directors may, at any time and
without further approval of the Company’s stockholders,
terminate or suspend the Plan or amend or revise its terms,
including the form and substance of the Option agreements used for
the administration of the Plan. However, unless the approval
by the stockholders of the Company representing a majority of the
voting power (as contained in Article 5 of these General
Provisions) is obtained, no amendment or revision shall (a)
increase the maximum aggregate number of shares that may be sold or
distributed pursuant to Options granted under this Plan, except as
permitted under Article 6 of these General Provisions; (b) change
the minimum purchase price for shares under Section 4 of the NQSO
Plan; (c)
increase the maximum term established under a Plan for any Option;
(d) permit the granting of an Option to anyone other than as
provided in Article 4 of these General Provisions; or (e) change
the term of the Plan as described in Article 5 of these General
Provisions.
Article 8.
Prior Rights and Obligations . No termination,
suspension, or amendment of the Plan shall, without the consent of
the Participant who has received an Option, alter or impair any of
that person’s rights or obligations under the Option granted
under the Plan prior to that termination, suspension, or amendment
without the written consent of the Participant.
The Committee may modify, extend, or renew outstanding Options and
authorize the grant of new Options in substitution therefore,
provided that any action may not, without the written consent of a
Participant, impair any of such Participant’s rights under
any Option.
Article 9.
Privileges of Stock Ownership . Notwithstanding the
exercise of any Option granted pursuant to the terms of this Plan
no Participant shall have any of the rights or privileges of a
stockholder of the company with respect to any shares of Common
Stock issuable upon the exercise of his or her Option until
certificates representing the shares have been issued and
delivered. No shares shall be required to be issued and
delivered upon exercise of any Option unless and until all of the
requirements of law and of all regulatory agencies having
jurisdiction over the issuance and delivery of the securities shall
have been fully complied with.
Article 10.
Reservation of Shares of Common Stock . The Company,
during the term of this Plan, shall at all times reserve and keep
available such number of shares of its
