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Exhibit 10.1
SECURECARE TECHNOLOGIES, INC.
2007 STOCK OPTION PLAN
ARTICLE 1. THE PLAN
1.1 Title. This plan is entitled the "2007 Stock Option Plan"
(the "Plan") of
SecureCARE Technologies, Inc., a Nevada corporation (the
"Company").
1.2 Purpose. The purpose of the Plan is to enhance the long-term
stockholder
value of the Company by offering opportunities to senior
management of the
Company and any Related Company, as defined below, to acquire
and maintain stock
ownership in the Company in order to give senior management the
opportunity to
participate in the Company's growth and success, and to
encourage them to remain
in the service of the Company or a Related Company.
ARTICLE 2. DEFINITIONS
The following terms will have the following meanings in the
Plan:
"Board" means the Board of Directors of the Company.
"Cause," unless otherwise defined in the instrument evidencing
the award or in
an employment or services agreement between the Company or a
Related Company and
a Participant, means a material breach of the employment or
services agreement,
dishonesty, fraud, misconduct, unauthorized use or disclosure of
confidential
information or trade secrets, or conviction or confession of any
felony or
misdemeanor involving moral turpitude where all right of appeal
shall have been
exhausted or shall have lapsed, in each case as determined by
the Plan
Administrator, and its determination shall be conclusive and
binding. Where the
Optionee has an employment or consulting agreement with the
Company, the
definition of "cause" in such agreement shall be incorporated
herein as well as
in any option granted to the Optionee hereunder and shall be
controlling.
"Code" means the Internal Revenue Code of 1986, as amended from
time to time.
"Common Stock" means the common stock, par value $0.001 per
share, of the
Company.
"Corporate Transaction," unless otherwise defined in the
instrument evidencing
the Option or in a written employment or services agreement
between the Company
or a Related Company and a Participant, means consummation of
either.
(a) a merger or consolidation of the Company with or into any
other
corporation, entity or person or
(b) a sale, lease, exchange or other transfer in one transaction
or a
series of related transactions of all or substantially all
the
Company's outstanding securities or all or substantially all
the
Company's assets; provided, however, that a Corporate
Transaction shall
not include a Related Party Transaction.
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"Disability," unless otherwise defined by the Plan
Administrator, means a mental
or physical impairment of the Participant that is expected to
result in death or
that has lasted or is expected to last for a continuous period
of 12 months or
more and that causes the Participant to be unable, in the
opinion of the
Company, to perform his or her duties for the Company or a
Related Company and
to be engaged in any substantial gainful activity.
"Employment Termination Date" means, with respect to a
Participant, the first
day upon which the Participant no longer has an employment or
service
relationship with the Company or any Related Company.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" means the per share value of the Common
Stock determined as
follows (a) if the Common Stock is listed on an established
stock exchange or
exchanges or the NASDAQ National Market, the closing price per
share on the last
trading day immediately preceding such date on the principal
exchange on which
it is traded or as reported by NASDAQ; (b) if the Common Stock
is not then
listed on an exchange or the NASDAQ National Market, but is
quoted on the NASDAQ
Small Cap Market, the NASDAQ electronic bulletin board or the
National Quotation
Bureau pink sheets, the average of the closing bid and ask
prices per share for
the Common Stock as quoted by NASDAQ or the National Quotation
Bureau, as the
case may be, on the last trading day immediately preceding such
date, or if it
is available, the price of the last actual trade is to be used
on the last
trading day immediately preceding such date; or (c) if there is
no such reported
market for the Common Stock for the date in question, then an
amount determined
in good faith by the Plan Administrator.
"Grant Date" means the date on which the Plan Administrator
completes the
corporate action relating to the grant of an Option or such
later date specified
by the Plan Administrator, and on which all conditions precedent
to the grant
have been satisfied, provided that conditions to the
exercisability or vesting
of Options shall not defer the Grant Date.
"Incentive Stock Option" means an Option granted with the
intention, as
reflected in the instrument evidencing the Option, that it
qualify as an
"incentive stock option" as that term is defined in Section 422
of the Code.
"Non-qualified Stock Option" means an Option other than an
Incentive Stock
Option.
"Option" means the right to purchase Common Stock granted under
Article 7.
"Option Expiration Date" has the meaning set forth in Article
7.6.
"Option Term" has the meaning set forth in Article 7.3.
"Participant" means the person to whom an Option is granted and
who meets the
eligibility requirements imposed by Article 5.
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"Plan Administrator" has the meaning set forth in Article
3.1.
"Related Company" means any entity that, directly or indirectly,
is in control
of or is controlled by the Company.
"Related Party Transaction" means (a) a merger or consolidation
of the Company
in which the holders of shares of Common Stock immediately prior
to the merger
hold at least a majority of the shares of Common Stock in the
Successor
Corporation immediately after the merger; (b) a sale, lease,
exchange or other
transaction in one transaction or a series of related
transactions of all or
substantially all the Company's assets to a wholly-owned
subsidiary corporation;
(c) a mere reincorporation of the Company; or (d) a transaction
undertaken for
the sole purpose of creating a holding company that will be
owned in
substantially the same proportion by the persons who held the
Company's
securities immediately before such transaction.
"Retirement," unless otherwise defined by the Plan Administrator
from time to
time for purposes of the Plan, means retirement on or after the
individual's
normal retirement date under the Company's 401(k) plan or other
similar
successor plan applicable to salaried employees.
"Securities Act" means the Securities Act of 1933, as
amended.
"Successor Corporation" has the meaning set forth in Article
11.3.1.
"Vesting Commencement Date" means the Grant Date or such other
date selected by
the Plan Administrator as the date from which the Option begins
to vest for
purposes of Article 7.4.
ARTICLE 3. ADMINISTRATION
3.1 Plan Administrator. The Plan shall be administered by the
Board or a
committee appointed by, and consisting of two or more members
of, the Board (the
"Plan Administrator"). If and so long as the Common Stock is
registered under
Section 12(b) or 12(g) of the Exchange Act, the Board shall
consider in
selecting the members of any committee acting as Plan
Administrator, with
respect to any persons subject or likely to become subject to
Section 16 of the
Exchange Act, the provisions regarding (a) "outside directors"
as contemplated
by Section 162(m) of the Code and (b) "non-employee directors"
as contemplated
by Rule 16b-3 under the Exchange Act. Committee members shall
serve for such
term as the Board may determine, subject to removal by the Board
at any time. At
any time when no committee has been appointed to administer the
Plan, then the
Board will be the Plan Administrator.
3.2 Administration and Interpretation by Plan Administrator.
Except for the
terms and conditions explicitly set forth in the Plan, the Plan
Administrator
shall have exclusive authority, in its discretion, to determine
all matters
relating to Options under the Plan, including the selection of
individuals to be
granted Options, the type of Options, the number of shares of
Common Stock
subject to an Option, all terms, conditions, restrictions and
limitations, if
any, of an Option and the terms of any instrument that evidences
the Option. The
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Plan Administrator shall also have exclusive authority to
interpret the Plan and
the terms of any instrument evidencing the Option and may from
time to time
adopt and change rules and regulations of general application
for the Plan's
administration. The Plan Administrator's interpretation of the
Plan and its
rules and regulations, and all actions taken and determinations
made by the Plan
Administrator pursuant to the Plan, shall be conclusive and
binding on all
parties involved or affected. The Plan Administrator may
delegate administrative
duties to such of the Company's officers as it so
determines.
ARTICLE 4. STOCK SUBJECT TO THE PLAN
4.1 Authorized Number of Shares. Subject to adjustment from time
to time as
provided in Article 11.1, the number of shares of Common Stock
available for
issuance under the Plan shall be 425,000 shares.
4.2 Reuse of Shares. Any shares of Common Stock that have been
made subject to
an Option that cease to be subject to the Option (other than by
reason of
exercise or settlement of the Option to the extent it is
exercised for or
settled in shares) shall again be available for issuance in
connection with
future grants of Options under the Plan. In the event shares
issued under the
Plan are reacquired by the Company pursuant to any forfeiture
provision or right
of repurchase, such shares shall again be available for the
purposes of the
Plan; provided, however, that the maximum number of shares that
may be issued
upon the exercise of Incentive Stock Options shall equal the
share number stated
in Article 4.1, subject to adjustment from time to time as
provided in Article
11.1; and provided, further, that for purposes of Article 4.3,
any such shares
shall be counted in accordance with the requirements of Section
162(m) of the
Code.
4.3 Limitations. Subject to adjustment from time to time as
provided in Article
11.1, not more than an aggregate of 425,000 shares shall be
available for
issuance pursuant to grants of Stock Options under the Plan.
ARTICLE 5. ELIGIBILITY
An Option may be granted to any officer or employee of the
Company or a
Related Company that the Plan Administrator from time to time
selects.
ARTICLE 6. OPTIONS
6.1 Form and Grant of Options. The Plan Administrator shall have
the authority,
in its sole discretion, to determine the type or types of
Options to be granted
under the Plan. Options may be granted singly or in
combination.
6.2 Settlement of Options. The Company may settle Options
through the delivery
of shares of Common Stock, the granting of replacement Options
or any
combination thereof as the Plan Administrator shall determine.
Any Option
settlement, including payment deferrals, may be subject to such
conditions,
restrictions and contingencies as the Plan Administrator shall
determine. The
Plan Administrator may permit or require the deferral of any
Option payment,
subject to such rules and procedures as it may establish, which
may include
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provisions for the payment or crediting of interest, or dividend
equivalents,
including converting such credits into deferred stock
equivalents.
ARTICLE 7. GRANTS OF OPTIONS
7.1 Grant of Options. The Plan Administrator shall have the
authority, in its
sole discretion, to grant Options as Incentive Stock Options or
as Non-qualified
Stock Options, which shall be appropriately designated.
7.2 Option Exercise Price. The exercise price for shares
purchased under an
Option shall be as determined by the Plan Administrator,
provided that:
(a) the exercise price for Options granted to Participants shall
not be
less than the minimum exercise price required by Article 8.3
with
respect to Incentive Stock Options and shall not be less than
85% of
Fair Market Value of the Common Stock on the Grant Date with
respect to
Non-qualified Stock Options;
7.3 Term of Options. Subject to earlier termination in
accordance with the terms
of the Plan and the instrument evidencing the Option, the
maximum term of an
Option (the "Option Term") shall be as established for that
Option by the Plan
Administrator or, if not so established, shall be ten years from
the Grant Date.
7.4 Exercise of Options. The Plan Administrator shall establish
and set forth in
each instrument that evidences an Option the time at which, or
the installments
in which, the Option shall vest and become exercisable, any of
which provisions
may be waived or modified by the Plan Administrator at any time.
The Plan
Administrator, in its sole discretion, may adjust the vesting
schedule of an
Option held by a Participant who works less than "full-time" as
that term is
defined by the Plan Administrator or who takes a
Company-approved leave of
absence. To the extent an Option has vested and become
exercisable, the Option
may be exercised in whole or from time to time in part by
delivery to the
Company of a written stock option exercise agreement or notice,
in a form and in
accordance with procedures established by the Plan
Administrator, setting forth
the number of shares with respect to which the Option is being
exercised, the
restrictions imposed on the shares purchased under such exercise
agreement, if
any, and such representations and agreements as may be required
by the Plan
Administrator, accompanied by payment in full as described in
Article 7.5. An
Option may be exercised only for whole shares and may not be
exercised for less
than a reasonable number of shares at any one time, as
determined by the Plan
Administrator.
7.5 Payment of Exercise Price. The exercise price for shares
purchased under an
Option shall be paid in full to the Company by delivery of
consideration equal
to the product of the Option exercise price and the number of
shares purchased.
Such consideration must be paid before the Company will issue
the shares being
purchased and must be in a form or a combination of forms
acceptable to the Plan
Administrator for that purchase, which forms may include:
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(a) cash;
(b) check;
(c) tendering (either actually or, if the Common Stock is
registered
under Section 12(b) or 12(g) of the Exchange Act, by
attestation)
shares of Common Stock already owned by the Participant for at
least
six months (or any shorter period necessary to avoid a charge to
the
Company's earnings for financial reporting purposes) that on the
day
prior to the exercise date have a Fair Market Value equal to
the
aggregate exercise price of the shares being purchased under
the
Option; (d) if the Common Stock is registered under Section
12(b) or
12(g) of the Exchange Act, delivery of a properly executed
exercise
notice, together with irrevocable instructions to a brokerage
firm
designated by the Company to deliver promptly to the Company
the
aggregate amount of sale or loan proceeds to pay the Option
exercise
price and any withholding tax obligations that may arise in
connection
with the exercise, all in accordance with the regulations of
the
Federal Reserve Board; or (e) surrendering unexercised options
with an
intrinsic value (Market Value on date of exercise of underlying
shares
minus exercise price of options surrendered) equal to the
exercise
price of the options being exercised.
7.6 Post-Termin
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