WORLD AM,
INC.
2008 NON-QUALIFIED
COMPANY
STOCK GRANT AND OPTION
PLAN
1. PURPOSE : This 2008 Non-Qualified Company Stock Grant
and Option Plan (the “Plan”) is intended to serve as an
incentive to and to encourage stock ownership by certain directors,
officers, employees of and certain persons rendering service to
World Am, Inc., a Nevada corporation (the
“Corporation”), so that they may acquire or increase
their proprietary interest in the success of the Corporation, and
to encourage them to remain in the Corporation’s
service.
2. ADMINISTRATION : The Plan shall be administered by a committee
appointed by the Corporation’s Board of Directors (the
“Committee”). The Committee shall consist of not less
than three (3) members who shall be appointed by, and serve at the
pleasure of, the Corporation’s Board of Directors. The Board
of Directors may from time to time remove members from, or add
members to, the Committee. Vacancies on the Committee, however
caused, shall be filled only by the Board of Directors. The
Committee shall select one of its members as Chairman, and shall
hold meetings at such times and places as it may determine. Acts by
a majority of the Committee in a meeting at which a quorum is
present and acts approved in writing by a majority of the members
of the Committee shall be the valid acts of the Committee. No
member of the Committee shall vote on any matter concerning his or
her own participation in the Plan, except that the Board of
Directors as a whole may act on options granted to directors. If no
Committee has been appointed, the entire Board shall constitute the
Committee.
The Committee shall be authorized to grant stock
and/or options under the Plan to such directors, officers,
employees of and other persons rendering service to the Corporation
or any parent or subsidiary corporation of the Corporation, as
defined for purposes of Internal Revenue Code Section 422A
(“Parent or Subsidiary”), at such times and in such
amounts as it may decide.
The interpretation and construction by the
Committee of any provisions of the Plan or of any option granted
under it shall be final unless otherwise determined by the Board of
Directors. No member of the Committee or Board of Directors shall
be liable for any action or determination made in good faith with
respect to the Plan or any option granted under it.
3.1. General : Any person who performs services of special
importance to the Corporation, or any Parent or Subsidiary thereof,
relating to the Corporation’s management, operation or
development shall be eligible to receive stock or options under the
Plan. The selection of stock and/or options received shall be
within the sole and absolute discretion of the Committee, or the
Board of Directors.
3.2. Termination of Eligibility
: Any option granted hereunder shall
expire if, for any reason other than his or her death, the optionee
(i) ceases to be employed by the Corporation or a Parent or
Subsidiary thereof; (ii) is no longer a member of the
Corporation’s Board of Directors; or (iii) no longer performs
services for the Corporation as an independent contractor. The
expiration will take effect at the earliest of the following times:
three (3) months from the date of the occurrence causing
termination of eligibility (twelve (12) months if the
optionee’s eligibility ceases because of his or her
disability), or upon the date the option expires by its terms.
During such three-month period, the option may be exercised in
accordance with its terms, but only in respect to the number of
shares for which the right to exercise has accrued on the date of
termination of employment, or status as a director or independent
contractor. The Committee shall decide whether an authorized leave
of absence or absence for military or governmental service, or
absence for any other reason, shall constitute termination of
eligibility for purposes of this Section. This determination shall
be subject to review by the Board of Directors.
3.3. Death of Optionee and Transfer of
Option : If the optionee
dies while eligible to participate in the Plan, or within three (3)
months after the termination of his or her eligibility, and shall
not have fully exercised the option, the option may be exercised at
any time within twelve (12) months after the optionee’s death
by the optionee’s executors or administrators or by any
person or persons who acquired the option directly from the
optionee by bequest or inheritance. However, no option shall be
exercisable after it expires; and options may be exercised only to
the extent that the optionee’s right to exercise the option
had accrued at the time of his or her death and had not been
previously exercised.
No option shall be transferable by the optionee
otherwise than by will or the laws of intestate
succession.
4. IDENTIFICATION OF STOCK : The stock subject to grant and the options
shall be shares of the Corporation’s authorized but unissued
or acquired or reacquired Common Stock, par value $0.001 (the
“Stock”). The aggregate number of shares granted under
the Plan, or subject to outstanding options granted under the Plan,
shall not exceed One Hundred Twenty Million (120,000,000) shares of
Stock (subject to adjustment as provided in Section 5.6). If any
option granted hereunder shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares
subject thereto shall again be available for purposes of this
Plan.
5. TERMS AND CONDITIONS OF OPTIONS
: Any option granted pursuant to the
Plan shall be evidenced by an agreement in such form as the
Committee shall from time to time determine, which agreement shall
comply with and be su
