EXHIBIT 10.11
Aurelio Resource
Corporation
a Nevada
Corporation
2006 STOCK OPTION
PLAN
1. Purposes of this Plan
. The purposes of
this 2006 Stock Option Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to
provide additional incentive to Employees and Consultants and to
promote the success of the Company’s business. Options
granted hereunder may be either “incentive stock
options,” as defined in Section 422 of the Internal
Revenue Code of 1986, as amended, or “nonstatutory stock
options,” at the discretion of the Board and as reflected in
the terms of the written stock option agreement.
2. Definitions
. As used herein,
the following definitions shall apply:
a. “ Board
” shall mean the
Committee, if one has been appointed, or the Board of Directors of
the Company if no Committee is appointed.
b. “ Code
” shall mean the
Internal Revenue Code of 1986, as amended.
c. “ Common Stock
” shall mean the no
par value common stock of the Company.
d. “ Company
” shall mean
Aurelio Resources Corporation, a Nevada corporation.
e. “ Committee
” shall mean the
Committee appointed by the Board in accordance with paragraph
(a) of Section 4 of this Plan, if one is appointed, or
the Board if no committee is appointed.
f. “ Consultant
” shall mean any
person who is engaged by the Company or by any Parent or Subsidiary
to render consulting services and is compensated for such
consulting services, but does not include a director of the Company
who is compensated for services as a director only with the payment
of a director’s fee by the Company.
g. “ Continuous Status
as an Employee ” shall mean the absence of any
interruption or termination of service as an Employee. Continuous
Status as an Employee shall not be considered interrupted in the
case of sick leave, military leave, or any other leave of absence
approved by the Board; provided that such leave is for a period of
not more than 90 days or reemployment upon the expiration of such
leave is guaranteed by contract or statute.
h. “ Employee
” shall mean any
person, including officers and directors, employed by the Company
or by any Parent or Subsidiary. The payment of a director’s
fee by the Company shall not be sufficient to constitute
“employment” by the Company.
i. “ Incentive Stock
Option ” shall
mean an Option which is intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and which
shall be clearly identified as such in the written Stock Option
Agreement provided by the Company to each Optionee granted an
Incentive Stock Option under this Plan.
j. “Non-Employee
Director ” shall mean a director who:
(i) Is not currently an officer (as
defined in Section 16a-1(f) of the Securities Exchange Act of
1934, as amended) of the Company or of a Parent or Subsidiary or
otherwise currently employed by the Company or by a Parent or
Subsidiary.
(ii) Does not receive compensation,
either directly or indirectly, from the Company or from a Parent or
Subsidiary, for services rendered as a Consultant or in any
capacity other than as a director, except for an amount that does
not exceed the dollar amount for which disclosure would be required
pursuant to Item 404(a) of Regulation S-K adopted by the
United States Securities and Exchange Commission.
(iii) Does not possess an interest
in any other transaction for which disclosure would be required
pursuant to Item 404(a) of Regulation S-K adopted by the
United States Securities and Exchange Commission.
k. “ Nonstatutory Stock
Option ” shall
mean an Option granted under this Plan which does not qualify as an
Incentive Stock Option and which shall be clearly identified as
such in the written Stock Option Agreement provided by the Company
to each Optionee granted a Nonstatutory Stock Option under this
Plan. To the extent that the aggregate fair market value of
Optioned Stock to which Incentive Stock Options granted under
Options to an Employee are exercisable for the first time during
any calendar year (under this Plan and all plans of the Company or
any Parent or Subsidiary) exceeds $100,000, such Options shall be
treated as Nonstatutory Stock Options under this Plan. The
aggregate fair market value of the Optioned Stock shall be
determined as of the date of grant of each Option and the
determination of which Incentive Stock Options shall be treated as
qualified incentive stock options under Section 422 of the
Code and which Incentive Stock Options exercisable for the first
time in a particular year in excess of the $100,000 limitation
shall be treated as Nonstatutory Stock Options shall be determined
based on the order in which such Options were granted in accordance
with Section 422(d) of the Code.
l. “ Option
” shall mean an
Incentive Stock Option, a Nonstatutory Stock Option or both as
identified in a written Stock Option Agreement representing such
stock option granted pursuant to this Plan.
m. “ Optioned Stock
” shall mean the
Common Stock subject to an Option.
n. “ Optionee
” shall mean an
Employee or other person who is granted an Option.
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o. “ Parent
” shall mean a
“parent corporation” of the Company, whether now or
hereafter existing, as defined in Section 424(e) of the
Code.
p. “ Plan
” shall mean this
2006 Stock Option Plan.
q. “ Share
” shall mean a
share of the Common Stock of the Company, as adjusted in accordance
with Section 11 of this Plan.
r. “ Stock Option
Agreement ” shall mean the agreement to be entered into
between the Company and each Optionee which shall set forth the
terms and conditions of each Option granted to each Optionee,
including the number of Shares underlying such Option and the
exercise price of each Option granted to such Optionee under such
agreement.
s. “ Subsidiary
” shall mean a
“subsidiary corporation” of the Company, whether now or
hereafter existing, as defined in Section 424(f) of the
Code.
3. Stock Subject to this
Plan . Subject
to the provisions of Section 11 of this Plan, the maximum
aggregate number of Shares which may be optioned and sold under
this Plan is two million eight hundred thousand
(2,800,000) shares of Common Stock. The Shares may be
authorized, but unissued, or reacquired Common Stock. If an Option
should expire or become unexercisable for any reason without having
been exercised in full, the unpurchased Shares which were subject
thereto shall, unless this Plan shall have been terminated, become
available for future grant under this Plan.
4. Administration of this
Plan .
a. Procedure .
This Plan shall be
administered by the Board or a Committee appointed by the Board
consisting of two or more Non-Employee Directors to administer this
Plan on behalf of the Board, subject to such terms and conditions
as the Board may prescribe. Where context allows, references to
actions or decisions of the Board shall also include actions or
decisions of the Committee, except in section 4c.
(i) Once appointed, the Committee
shall continue to serve until otherwise directed by the Board
(which for purposes of this paragraph (a)(i) of this Section 4
shall be the Board of Directors of the Company). From time to time
the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause)
and appoint new members in substitution therefor, fill vacancies
however caused, or remove all members of the Committee and
thereafter directly administer this Plan.
(ii) Members of the Board who are
granted, or have been granted, Options may vote on any matters
affecting the administration of this Plan or the grant of any
Options pursuant to this Plan.
b. Powers of the Board or
Committee . Subject to the provisions of this Plan,
the Board or a Committee appointed pursuant to section 4 shall have
the authority, in its discretion:
(i) To grant Incentive Stock
Options, in accordance with Section 422 of the Code, and
Nonstatutory Stock Options or both as provided and identified in a
separate written Stock Option Agreement to each Optionee granted
such Option or Options under this Plan; provided however, that in
no event shall an Incentive Stock Option and a Nonstatutory Stock
Option granted to any Optionee under a single Stock Option
Agreement be subject to a “tandem” exercise arrangement
such that the exercise of one such Option affects the
Optionee’s right to exercise the other Option granted under
such Stock Option Agreement;
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(ii) To determine, upon review of
relevant information and in accordance with Section 8(b) of
this Plan, the fair market value of the Common Stock;
(iii) To determine the exercise
price per Share of Options to be granted, which exercise price
shall be determined in accordance with Section 8(a) of this
Plan;
(iv) To determine the Employees or
other persons to whom, and the time or times at which, Options
shall be granted and the number of Shares to be represented by each
Option;
(v) To interpret this
Plan;
(vi) To prescribe, amend and rescind
rules and regulations relating to this Plan;
(vii) To determine the terms and
provisions of each Option granted (which need not be identical)
and, with the consent of the holder thereof, modify or amend each
Option;
(viii) To accelerate or defer (with
the consent of the Optionee) the exercise date of any Option,
consistent with the provisions of Section 7 of this
Plan;
(ix) To authorize any person to
execute on behalf of the Company any instrument required to
effectuate the grant of an Option previously granted by the Board;
and
(x) To make all other determinations
deemed necessary or advisable for the administration of this
Plan.
c. Effect of Board’s
Decision . All
decisions, determinations and interpretations of the Board shall be
final and binding on all Optionees and any other permissible
holders of any Options granted under this Plan.
5. Eligibility
.
a. Persons Eligible
. Options may be granted
to any person selected by the Board. Incentive Stock Options may be
granted only to Employees. An Employee, who is also a director of
the Company, its Parent or a Subsidiary, shall be treated as an
Employee for purposes of this Section 5. An Employee or other
person who has been granted an Option may, if he is otherwise
eligible, be granted an additional Option or Options.
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b. Vesting .
Unless otherwise determined by the
Board, the Options granted shall vest on the date of employment of
the date of becoming a Non-Employee Director. In the event of a
proposed merger, amalgamation, acquisition or other similar event
wh