EXHIBIT 10.1
STOCK OPTION PLAN
FOR:
GENEVA RESOURCES INC.
May 9, 2007
GENEVA RESOURCES INC.
2533
N. Carson Street, Suite 125, Carson City, Nevada 89706
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GENEVA RESOURCES INC.
STOCK
OPTION PLAN
ARTICLE 1. THE PLAN
1.1
TITLE
This plan is entitled the "STOCK OPTION PLAN" (the "PLAN")
of
Geneva Resources 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 directors,
officers, employees and eligible
consultants of the Company and any Related
Company, as defined below, to acquire and
maintain stock ownership in the
Company in order to give these persons 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:
(a) "BOARD" means the Board of
Directors of the Company;
(b) "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 a crime
punishable by law (except minor
violations), in each case
as determined by the Plan
Administrator, and its determination shall be
conclusive and
binding;
(c) "CODE" means the United States
INTERNAL REVENUE CODE OF 1986,
as amended from time to time;
(d) "COMMON SHARES" means the common
shares, no par value, of the
Company;
(e) "CONSULTANT PARTICIPANT" means a
Participant who is defined as
a Consultant Participant in Article 5 hereinbelow;
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(f) "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.
(i) a merger or consolidation of the Company with
or into
any other corporation, entity or person; or
(ii) 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;
(g) "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;
(h) "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;
(i) "EXCHANGE ACT" means the United
States SECURITIES EXCHANGE ACT
OF 1934, as amended;
(j) "FAIR MARKET
VALUE" means the per share value of the Common
Shares determined as follows:
(i) if the Common Shares are 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; or
(ii) if the Common Shares are 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 asked prices per
share
for the Common Shares as quoted
by NASDAQ or the
National Quotation Bureau, as the case may be, on
the
last trading day immediately preceding such date; or
(iii) if there is no such reported market for
the Common
Shares for the date in
question, then an amount
determined in good faith by the Plan Administrator;
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(k) "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;
(l) "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;
(m) "NONQUALIFIED STOCK
OPTION" means an Option other than an
Incentive Stock Option;
(n) "OPTION" means the right to
purchase Common Shares granted
under Article 7 hereinbelow;
(o) "OPTION EXPIRATION DATE"
has the meaning set forth in Article
7.6 hereinbelow;
(p) "OPTION TERM" has
the meaning set forth in
Article 7.3
hereinbelow;
(q) "PARTICIPANT" means
the person to whom an Option is granted
and who meets the eligibility requirements imposed by
Article
5 hereinbelow, including Consultant Participants as defined in
Article 5;
(r) "PARTICIPANT" means
the person to whom an Option is granted
and who meets the eligibility requirements imposed by
Article
5 hereinbelow, including Consultant Participants as defined in
Article 5;
(s) "PLAN ADMINISTRATOR" has
the meaning set forth in Article 3.1
hereinbelow;
(t) "RELATED
COMPANY" means any entity
that, directly or
indirectly, is in control of or is controlled by the Company;
(u) "RELATED PARTY TRANSACTION"
means:
(i) a merger or consolidation of the Company in
which the
holders
of Common Shares immediately prior to
the
merger hold at least a majority of the Common Shares in
the Successor Corporation immediately after the merger;
(ii) 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;
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(iii) a mere reincorporation of the Company; or
(iv) 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;
(v) "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;
(w) "SECURITIES ACT" means the
United States SECURITIES ACT OF
1933, as amended;
(x) "SUCCESSOR
CORPORATION" has the meaning set forth in Article
11.3.1 hereinbelow; and
(y) "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
hereinbelow.
ARTICLE 3. ADMINISTRATION
3.1
PLAN ADMINISTRATOR
The Plan
shall be administered by the Board or a
committee
appointed by, and consisting of one or more
members of, the Board (the "PLAN
ADMINISTRATOR"). If and so long as the
Common Shares are 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) "NONEMPLOYEE
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 Common
Shares 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 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
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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 hereinbelow, the number of Common Shares available
for issuance under the
Plan shall be 5,000,000 shares.
4.2
REUSE OF SHARES
Any Common Shares 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
hereinabove, subject to adjustment from time to time as provided in
Article 11.1
hereinbelow; and provided,
further, that for purposes of
Article 4.3
hereinbelow, 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 hereinbelow, not more than an
aggregate of 5,000,000 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, director or
employee
of the Company or a Related Company that the Plan
Administrator from time to
time selects. An Option may also be granted to any consultant,
agent, advisor or
independent contractor who provides
services to the Company or any Related
Company (a "CONSULTANT PARTICIPANT"), so long as such
Consultant Participant:
(a) is a natural person or an alter ego entity of the natural
person providing
the services; (b) renders BONA FIDE services that are not in
connection with the
offer and sale of the Company's securities in a capital-raising
transaction; and
(c) does not directly or indirectly
promote or maintain a market for the
Company's securities.
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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
Common
Shares, the granting of replacement Options or any
combination thereof as the
Plan Administrator shall determine. Any Option
settlement, including payment
deferrals or payments deemed made by way of
the settlement of pre-existing
indebtedness from the Company, 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 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
Nonqualified 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.
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.
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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
hereinbelow. 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 in accordance with the
requirements of the Chapter 78 of
the NEVADA REVISED STATUTES and the Articles of Incorporation
and Bylaws of the
Company, 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. As set forth in
Article 6.2 hereinabove, any
Option settlement, including payment deferrals or payments deemed
made by way of
the settlement of pre-existing indebtedness from the Company,
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