EX-4.13
ELGRANDE
INTERNATIONAL, INC.
2007
STOCK OPTION PLAN
1.
Purpose of the Plan
The
purpose of the Elgrande International, Inc. 2007 Stock Option Plan
is to provide for a plan pursuant to which the Board of Directors
of Elgrande International, Inc., a Nevada corporation, can issue
stock as compensation for services rendered or to be rendered by
eligible Participants (as defined below).
2.
Definitions
Wherever
the following capitalized terms are used in this Plan, they shall
have the meanings specified below:
(a)
"Award" means a grant of Common Stock to a Participant under the
Plan including, without limitation, a Restricted Stock
Award.
(b)
"Award Agreement" means an agreement entered into between the
Corporation and a Participant setting forth the terms and
conditions of an Award granted to a Participant.
(c)
"Board" means the Board of Directors of the Corporation.
(d)
"Common Stock" means the common stock of the
Corporation.
(e)
"Corporation" means Elgrande International, Inc., a Nevada
corporation.
(f)
"Date of Grant" means the date on which an Award under the Plan is
made by the Board, or such later date as the Board may specify to
be the effective date of the Award.
(g)
"Effective Date" means the Effective Date of this Plan, as defined
in Section 8.1 hereof.
(h)
"Eligible Person" means any person who is an employee of or
consultant or advisor to the Corporation and who provides bona fide
services for the Corporation, where the services are not in
connection with the offer or sale of securities in a capital
raising transaction and where the services do not directly or
indirectly promote or maintain a market for the Corporation’s
Common Stock. In no case shall an Award be made under the
Plan where the Common Stock granted in the Award is not eligible
for registration pursuant to Form S-8 (or any successor form
promulgated for the same general purposes by the Securities and
Exchange Commission) under the Securities Act of 1933, as
amended.
(i)
"Fair Market Value" of a share of Common Stock as of a given date
means the value as determined by the Board based on the recent
trading history of the Common Stock in the over-the-counter market
or, if the Common Stock is not traded in the over-the-counter
market, the value as determined in good faith by the
Board.
(j)
"Participant" means any Eligible Person who holds an outstanding
Award under the Plan.
(k)
"Plan" means the Elgrande International, Inc. 2007 Stock Option
Plan as set forth herein, as it may be amended from time to
time.
(l)
"Restricted Stock Award" means an award of restricted stock under
Section 6 hereof entitling a Participant to shares of Common Stock
that are nontransferable and subject to forfeiture until specific
conditions established by the Board are satisfied.
3.
Shares of Common Stock Subject
to the Plan
3.1.
Number of Shares. Subject to the following provisions of this
Section 3, the aggregate number of shares of Common Stock that may
be issued pursuant to all Awards under the Plan is 30,000,000
shares of Common Stock. The shares of Common Stock to be delivered
under the Plan will be made available from authorized but unissued
shares of Common Stock or issued shares that have been reacquired
by the Corporation. To the extent that any Restricted Stock Award
payable in Common Stock is forfeited, cancelled, returned to the
Corporation for failure to satisfy vesting requirements or upon the
occurrence of other forfeiture events, or otherwise terminates
without payment being made thereunder, shares of Common Stock
covered thereby will no longer be charged against the foregoing
maximum share limitations and may again be made subject to Awards
under the Plan pursuant to such limitations.
3.2.
Adjustments. If there shall occur any recapitalization,
reclassification,
stock dividend, stock split, reverse stock split, or other
distribution with respect to the shares of Common Stock, or other
change in corporate structure affecting the Common Stock, the Board
may, in the manner and to the extent that it deems appropriate and
equitable to the Participants and consistent with the terms of this
Plan, cause an adjustment to be made in (i) the maximum number and
kind of shares provided in Section 3.1 hereof, (ii) the performance
targets or goals applicable to any outstanding Awards or (iii) any
other terms of an Award that are affected by the event.
4.
