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Annex A Monumental Marketing Inc. The 2007 Global Stock Option Plan

Stock Option Agreement

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Monumental Marketing Inc

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Title: Annex A Monumental Marketing Inc. The 2007 Global Stock Option Plan
Date: 4/6/2007

Annex A Monumental Marketing Inc. The 2007 Global Stock Option Plan, Parties: monumental marketing inc
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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)


 
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