TBC GLOBAL NEWS NETWORK,
INC.
AMENDED AND RESTATED 2009 STOCK
AND OPTION PLAN
The TBC Global News Network, Inc. Amended and
Restated 2009 Stock and Option (“Plan”) is intended to
allow designated directors, officers, employees, and certain
non-employees, including consultants (all of whom are sometimes
collectively referred to herein as “Employees”) of TBC
Global News Network, Inc., a Nevada corporation
(“Company”) and its Subsidiaries (as that term is
defined below) which it may have from time to time, to receive
certain options (“Stock Options”) to purchase the
Company’s common stock, one tenth of one cent ($0.001) par
value (“Common Stock”), and to receive grants of Common
Stock subject to certain restrictions
(“Grants”). As used in this Plan, the term
“Subsidiary” shall mean each corporation which is a
“subsidiary corporation” of the Company within the
meaning of Section 424(f) of the Internal Revenue Code of 1986, as
amended (“Code”). The purpose of the Plan is
to promote the interests of the Company and its shareholders by
attracting and retaining Employees capable of furthering the future
success of the Company and by aligning their economic interests
more closely with those of the Company’s
shareholders. The services that shall be compensated for
with such Stock Option and Grants shall be bone fide services to be
performed for the Company, which such services shall neither be in
connection with a capital raising function for the Company nor in
connection with making a market in the Common Stock.
1.2.1 The
Plan shall be administered by the Company’s Board of
Directors (“Directors”). A majority of its
members shall constitute a quorum. The Directors shall
be governed by the provisions of the Company’s Bylaws and of
Nevada law applicable to the Directors, except as otherwise
provided herein or determined by the Directors.
1.2.2 The
Directors shall have full and complete authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions and
make all such determinations in connection with the Plan as it may
deem necessary or desirable. The Directors shall, in
their discretion, but subject to the express provisions of the
Plan: approve the Employees nominated by the management of the
Company to be granted Grants or Stock Options; to determine the
number of Grants or Stock Options to be granted to an Employee; to
determine the time or times at which Grants or Stock Options shall
be granted; to establish the terms and conditions upon which Grants
or Stock Options may be exercised; to remove or adjust any
restrictions and conditions upon Grants or Stock Options; to
specify, at the time of grant, provisions relating to
exercisability of Stock Options and to accelerate or otherwise
modify the exercisability of any Stock Options; and to adopt such
rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of the
Plan. All interpretations and constructions of the Plan
by the Directors, and all of its actions hereunder, shall be
binding and conclusive on all persons for all purposes.
1.2.3 The
Company hereby agrees to indemnify and hold harmless each member of
the Directors and each Employee of the Company, and the estate and
heirs of such member of the Directors or Employee, against all
claims, liabilities, expenses, penalties, damages or other
pecuniary losses, including legal fees, which such member of the
Directors or Employee, his or her estate or heirs may suffer as a
result of his or her responsibilities, obligations or duties in
connection with the Plan, to the extent that insurance, if any,
does not cover the payment of such items. No member of
the Directors or the Directors shall be liable for any action or
determination made in good faith with respect to the Plan or any
Grant or Stock Option granted pursuant to the Plan.
1.3
Eligibility and Participation .
Employees
eligible under the Plan shall be approved by the Directors from
those Employees who, in the opinion of the management of the
Company, are in positions that enable them to make significant and
extraordinary contributions to the long-term performance and growth
of the Company. In selecting Employees to whom Stock
Options or Grants may be granted, consideration shall be given to
factors such as employment position, duties and responsibilities,
ability, productivity, length of service, morale, interest in the
Company and recommendations of supervisors.
1.4
Shares Subject to the Plan .
The maximum
number of shares of Common Stock that may be issued pursuant to the
Plan shall be Ten Million Five Hundred Thousand (10,500,000)
subject to adjustment pursuant to the provisions of paragraph
4.1. If shares of Common Stock Granted or issued under
the Plan are reacquired by the Company due to a forfeiture or for
any other reason, such shares shall be cancelled and thereafter
shall again be available for purposes of the Plan. If a
Stock Option expires, terminates or is cancelled for any
reason without having been exercised in full, the shares of Common
Stock not purchased thereunder shall again be available for
purposes of the Plan.
2. GRANTS
OF STOCK OPTIONS.
2.1
Grants of Stock Options .
The Directors
may grant Stock Options in such amounts, at such times, and to such
Employees nominated by the management of the Company as the
Directors, in their discretion, may
determine. Stock Options granted under the Plan
shall constitute “Incentive Stock Options” within the
meaning of Section 422 of the Code, if so designated by the
Directors on the date of grant. The Directors shall also
have the discretion to grant Stock Options which do not constitute
incentive stock options, and any such Stock Options shall be
designated non-statutory stock options by the Directors on the date
of grant. The aggregate fair market value (determined as
of the time an incentive stock option is granted) of the Common
Stock with respect to which incentive stock options are exercisable
for the first time by any Employee during any one calendar year
(under all plans of the Company and any parent or subsidiary of the
Company) may not exceed the maximum amount permitted under Section
422 of the Code (currently one hundred thousand dollars
($100,000.00)). Non-statutory stock options shall not be
subject to the limitations relating to incentive stock options
contained in the preceding sentence. Each Stock Option
shall be evidenced by a written agreement (“Option
Agreement”) in a form approved by the Directors, which shall
be executed on behalf of the Company and by the Employee to whom
the Stock Option is granted, and which shall be subject to the
terms and conditions of this Plan. In the discretion of
the Directors, Stock Options may include provisions (which need not
be uniform), authorized by the Directors in their discretion, that
accelerate an Employee’s rights to exercise Stock Options
following a “Change in Control,” as such term is
defined in paragraph 3.1 hereof. The holder of a Stock
Option shall not be entitled to the privileges of stock ownership
as to any shares of Common Stock not actually issued to such
holder.
The purchase
price (“Exercise Price”) of shares of Common Stock
subject to each non-statutory Stock Option (“Option
Shares”) shall be equal to whatever price is established by
the Directors, in its sole discretion, on the date of the
grant. The Exercise Price of Incentive Stock Options
shall be the fair market value of the options on the date of the
grant thereof. For an Employee holding stock possessing
more than ten percent (10%) percent of the total combined voting
power of all classes of stock of the Company, the Exercise Price of
an incentive Stock Option shall be at least one hundred ten percent
(110%) of the fair market value of the Common Stock and such
option.
The Stock
Option period (“Term”) shall commence on the date of
grant of the incentive Stock Option and shall be ten (10) years or
such shorter period as is determined by the Directors; the Term for
an incentive Stock Option granted to an Employee holding stock
possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company shall be five (5)
years from the date such option is granted. The Term for
Non-statutory Stock Options shall be whatever period, if any, is
set by the Directors. Each Stock Option shall provide
that it is exercisable over its term in such periodic installments
as the Directors in its sole discretion may
determine. Such provisions need not be
uniform. Notwithstanding the foregoing, but subject to
the provisions of paragraphs 1.2.2 and 2.1, Stock Options granted
to Employees who are subject to the reporting requirements of
Section 16(a) of the Exchange Act (“Section 16 Reporting
Persons”) shall not be exercisable until at least six (6)
months and one day from the date the Stock Option is
granted.
2.4
Exercise of Options .
2.4.1 Each
Stock Option may be exercised in whole or in part (but not as to
fractional shares) by delivering it for surrender or endorsement to
the Company, attention of the Corporate Secretary, at the principal
office of the Company, together with payment of the Exercise Price
and an executed Notice and Agreement of Exercise in the form
prescribed by paragraph 2.4.2. Payment may be
made (i) in cash, (ii) by cashier’s or certified
check, (iii) by surrender of previously owned shares of the
Company’s Common Stock valued pursuant to paragraph 2.2 (if
the Directors authorize payment in stock in their discretion), (iv)
by withholding from the Option Shares which would otherwise be
issuable upon the exercise of the Stock Option that number of
Option Shares equal to the exercise price of the Stock Option, if
such withholding is authoriz
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