Annex A
Monumental Marketing Inc.
The 2007 Global Stock Option Plan
The following document is designed to set out
the principle parameters which are to be taken into account when
granting stock options to employees, directors, consultants,
service providers as well as provisions which are recommended to be
included when implementing a Global Stock Option Plan as
follows:
Tax provisions – This document assumes
that the eligible participants under a Stock Option Plan are
residents of the state of Israel or those who are deemed to be
residents of the state of Israel for tax purposes. Therefore such
tax provisions specified hereunder (which shall be enclosed in the
Israeli Appendix attached hereto as Appendix A) are subject to the
Israeli Income Tax Ordinance (New Version), 1961 and must be
included in a Stock Option Plan in order for such Plan to be
considered as an approved Plan.
General provisions - Those provisions presented
hereinafter are based on our comprehensive, extensive worldwide
knowledge and broad professional previous experience with various
companies. We recommend that these provisions will be included in
any plan adopted by the company and that they will be examined and
approved by the company’s legal advisors.
This plan, as amended from time to time, shall
be known as the Monumental Marketing Inc. 2007 Global Stock Option
Plan (the “ Plan ”).
|
1.
|
PURPOSE OF THE
PLAN
|
|
|
|
|
|
|
The Plan is intended to provide
an incentive to retain, in the employ of the Company (as defined
below) and its affiliates, persons of training, experience and
ability; to attract new employees, directors, consultants and
service providers; to encourage the sense of proprietorship of such
persons; and to stimulate the active interest of such persons in
the development and financial success of the Company by providing
them with opportunities to purchase stock in the
Company.
|
|
|
|
|
|
2.
|
DEFINITIONS
|
|
|
|
|
|
|
For purposes of interpreting the
Plan and related documents (including the Option Agreement and its
appendixes), the following definitions shall apply:
|
|
|
|
|
|
|
2.1
|
“Board”
means the Board of Directors of the
Company.
|
|
|
|
|
|
|
2.2
|
“ Cause ”
means (i) conviction of any felony involving moral turpitude or
affecting the Company or its affiliates; (ii) any refusal to carry
out a reasonable directive of the Company’s Chief Executive
Officer, Board or the Optionee’s direct supervisor, which
involves the business of the Company or its affiliates and was
capable of being lawfully performed; (iii) embezzlement of funds of
the Company or its affiliates; (iv) any breach of the
Optionee’s fiduciary duties or duties of care of the Company
or its affiliates; including without limitation disclosure of
confidential information of the Company or its affiliates; and (v)
any conduct (other than conduct in good faith) reasonably
determined by the Board to be materially detrimental to the Company
or its affiliates.
|
|
|
|
|
|
|
2.3
|
“Chairman” means the Chairman of the Committee.
|
|
|
|
|
|
|
2.4
|
“Committee
” means a stock Option
compensation committee of the Board, designated from time to time
by the resolution of the Board, which shall consist of no fewer
than two members of the Board.
|
|
|
|
|
|
|
2.5
|
“Company” means Monumental Marketing Inc. a_Nevada
Company.
|
|
|
|
|
|
|
2.6
|
“Date of
Grant” means the
date determined by the Board or authorized Committee as set forth
in the Option Agreement.
|
|
|
|
|
|
|
2.7
|
“Employee” means a person who is employed by the Company or
any affiliate.
|
|
2.8
|
“Expiration
date” means the
date upon which an Option shall expire, as set forth in Section 8.2
of the Plan.
|
|
|
|
|
|
2.9
|
“ Fair Market Value
” means as of any date, the value of a Stock determined as
follows:
|
|
|
|
|
|
|
(i)
|
If the Stock are listed on any
established stock exchange or a national market system, including
without limitation the Tel -Aviv Stock Exchange, the NASDAQ
National Market System or the NASDAQ SmallCap Market, the Fair
Market Value shall be the last reported sale price for such Stock
(or the highest closing bid, if no sales were reported), as quoted
on such exchange or system for the last market trading day prior to
time of determination, as reported in The Wall Street Journal, or
such other source as the Board deems reliable;
|
|
|
|
|
|
|
(ii)
|
If the Stock are regularly quoted
by one or more recognized securities dealers, but selling prices
are not reported, the Fair Market Value shall be the mean between
the highest bid and lowest asked prices for the Stock on the last
market trading day prior to the day of determination; or
|
|
|
|
|
|
|
(iii)
|
In the absence of an established
market for the Stock, the Fair Market Value thereof shall be
determined in good faith by the Board.
|
|
|
|
|
|
2.10
|
“IPO”
means the initial public offering of
the Company’s stock or any other public offering following
renewal of trading.
|
|
|
|
|
|
2.11
|
“ Option ”
means an option to purchase one or more Stock pursuant to the
Plan.
|
|
|
|
|
|
2.12
|
“Optionee” means a person who receives or holds an Option
under the Plan.
|
|
|
|
|
|
2.13
|
“Option
Agreement” means
the stock option agreement between the Company and an Optionee that
evidences and sets out the terms and conditions of an
Option.
|
|
|
|
|
|
2.14
|
“Plan”
means the Company’s 2007
Global Stock Option Plan.
|
|
|
|
|
|
2.15
|
“Purchase
Price” means the
price for each Stock subject to an Option.
|
|
|
|
|
|
2.16
|
“Service
Provider” means a
director, consultant or adviser of the Company or any affiliate, or
any other person who is not an Employee.
|
|
|
|
|
|
2.17
|
“Stock”
means the common stock, $ 0.001 par
value, of the Company.
|
|
|
|
|
|
2.18
|
“Successor
Company” means any
entity into which the Company is merged to or by which the Company
is acquired.
|
|
|
|
|
|
2.19
|
“Transaction”
means (i) merger, acquisition or
reorganization of the Company with one or more other entities in
which the Company is not the surviving entity, (ii) a sale of all
or substantially all of the assets or stock of the Company to
another entity.
|
|
2.20
|
“Vested
Option” means any
Option, which has already been vested according to the Vesting
Dates.
|
|
|
|
|
2.21
|
“Vesting
Dates” means, as
determined by the Board or authorized Committee, the date as of
which the Optionee shall be entitled to exercise Options or part of
the Options as set forth in Section 9 of the Plan.
|
|
3.
|
ADMINISTRATION OF THE
PLAN
|
|
|
|
|
|
|
|
3.1
|
The Board shall have the power to
administer the Plan. To the extent permitted under applicable law,
the Board may delegate its powers under the Plan, or any part
thereof, to the Committee, in which case, any reference to the
Board in the Plan with respect to the rights so delegated shall be
construed as reference to the Committee. Notwithstanding the
foregoing, the Board shall automatically have residual authority
(i) if no Committee shall be constituted, (ii) with respect to
rights not delegated by the Board to the Committee, or (iii) if
such Committee shall cease to operate for any reason
whatsoever.
|
|
|
|
|
|
|
|
3.2
|
The Committee, if appointed,
shall select one of its members as its Chairman and shall hold its
meetings at such times and places as the Chairman shall determine.
The Committee shall keep records of its meetings and shall make
such rules and regulations for the conduct of its business as it
shall deem advisable.
|
|
|
|
|
|
|
|
3.3
|
The Committee shall have full
power and authority subject to the approval of the Board to the
extent required under applicable law (and subject further to
applicable laws): (i) to designate Optionees; (ii) to determine the
terms and provisions of respective Option Agreements (which need
not be identical) including, but not limited to, the number of
Stock to be covered by each Option, provisions concerning the time
or times when and the extent to which the Options may be exercised
and the nature and duration of restrictions as to transferability
or restrictions constituting substantial risk of forfeiture; (iii)
to accelerate the right of an Optionee to exercise, in whole or in
part, any previously granted Option; (iv) to interpret the
provisions and supervise the administration of the Plan; (v) to
determine the Fair Market Value of the Stock; (vi) to designate the
type of Options to be granted to an Optionee; (vii) to determine
any other matter which is necessary or desirable for, or incidental
to, the administration of the Plan.
|
|
|
|
|
|
|
|
3.4
|
The Board and/or the Committee
shall have the authority to grant, at its discretion, to the holder
of an outstanding Option, in exchange for the surrender and
cancellation of such Option, a new Option having a purchase price
equal to, lower than or higher than the Purchase Price of the
original Option so surrendered and canceled, and containing such
other terms and conditions or to change the Purchase Price as the
Committee may prescribe in accordance with the provisions of the
Plan.
|
|
|
3.5
|
Subject to the Company’s
incorporation documents, all decisions and selections made by the
Board or the Committee pursuant to the provisions of the Plan shall
be made by a majority of its members except that no member of the
Board or the Committee shall vote on, or be counted for quorum
purposes, with respect to any proposed action of the Board or the
Committee relating to any Option to be granted to that member. Any
decision reduced to writing shall be executed in accordance with
the provisions of the Company’s incorporation documents, as
the same may be in effect from time to time.
|
|
|
|
|
|
|
3.6
|
The interpretation and
construction by the Committee of any provision of the Plan or of
any Option Agreement thereunder shall be final and conclusive
unless otherwise determined by the Board.
|
|
|
|
|
|
|
3.7
|
Subject to the Company’s
incorporation documents and the Company’s decision, and to
all approvals legally required, each member of the Board or the
Committee shall be indemnified and held harmless by the Company
against any cost or expense (including counsel fees) reasonably
incurred by him, or any liability (including any sum paid in
settlement of a claim with the approval of the Company) arising out
of any act or omission to act in connection with the Plan unless
arising out of such member's own fraud or bad faith, to the extent
permitted by applicable law. Such indemnification shall be in
addition to any rights of indemnification the member may have as a
director or otherwise under the Company's incorporation documents,
any agreement, any vote of Stockholders or disinterested directors,
insurance policy or otherwise.
|
|
|
|
|
|
4.
|
DESIGNATION OF
PARTICIPANTS
|
|
|
|
|
|
|
The persons eligible for
participation in the Plan shall include Employees and/or Service
Providers. The grant of an Option hereunder shall neither entitle
the Optionee to participate nor disqualify him or her from
participating in, any other grant of Options pursuant to the Plan
or any other Option or stock plan of the Company or any of its
affiliates.
|
|
|
|
|
|
5.
|
STOCK RESERVED FOR THE
PLAN
|
|
|
|
|
|
|
5.1
|
The Company has reserved
11,250,000 authorized but unissued Stock for the purposes of the
Plan and for the purpose of the Company’s other Stoke Option
plans when applicable, subject to adjustment as set forth in
Section 7 below. Any Stock which remain unissued and which are not
subject to outstanding Options at the termination of the Plan shall
cease to be reserved for the purpose of the Plan, but until
termination of the Plan the Company shall at all times reserve a
sufficient number of Stock to meet the requirements of the Plan.
Should any Option for any reason expire or be canceled prior to its
exercise or relinquishment in full, the Stock or Stock subject to
such Option may again be subjected to an Option under the Plan or
under future plans.
|
|
|
|
|
|
|
5.2
|
Each Option granted pursuant to
the Plan, shall be evidenced by a written Option Agreement between
the Company and the Optionee, in such form as the Board shall from
time to time approve. Each Option Agreement shall state, inter
alia, the number of Stock
|
|
|
|
to which the Option relates, the
type of Option granted thereunder, the Vesting Dates, the Purchase
Price per Stock and the Expiration Date.
|
|
|
|
|
|
|
|
5.3
|
Until the consummation of an IPO,
such Stock shall be voted by an irrevocable proxy (the ”
Proxy ”), such Proxy to be assigned to the person or
persons designated by the Board (the “
Representative(s) ”). Such Representative designated
by the Board shall be indemnified and held harmless by the Company
against any cost or expense (including counsel fees) reasonably
incurred by him/her, or any liability (including any sum paid in
settlement of a claim with the approval of the Company) arising out
of any act or omission to act in connection with the voting of such
Proxy unless arising out of such Representative's own fraud or bad
faith, to the extent permitted by applicable law. Such
indemnification shall be in addition to any rights of
indemnification the Representative(s)
|
|