Exhibit 10.5
FINANCIAL MEDIA GROUP, INC. 2008 NON-QUALIFIED STOCK OPTION PLAN
ADOPTED JULY 2, 2008
1. PURPOSE OF THE PLAN. The Financial Media Group, Inc. 2008
Non-Qualified Stock Option Plan (the "Plan") is intended to advance
the interests of Financial Media Group, Inc. (the "Company") by
inducing individuals and eligible entities (as hereinafter
provided) of outstanding ability and potential to join, remain
with, or provide consulting or advisory services to, the Company,
by encouraging and enabling eligible employees, non-employee
Directors, consultants and advisors to acquire proprietary
interests in the Company, and by providing the participating
employees, non-employee Directors, consultants and advisors with an
additional incentive to promote the success of the Company. This is
accomplished by providing for the granting of Non-Qualified Stock
Options (the "Options") to employees, non-employee Directors,
consultants and advisors.
2. ADMINISTRATION. The Plan shall be administered by the Board of
Directors of the Company (the "Board of Directors") or by a
committee (the "Committee") chosen by the Board of Directors.
Except as herein specifically provided, the interpretation and
construction by the Board of Directors or the Committee of any
provision of the Plan or of any Option granted under it shall be
final and conclusive. The receipt of Options by Directors, or any
members of the Committee, shall not preclude their vote on any
matters in connection with the administration or interpretation of
the Plan.
3. SHARES SUBJECT TO THE PLAN. The stock subject to Options granted
under the Plan shall be shares of the Company's Common Stock, par
value $0.001 per share (the "Common Stock"), whether authorized but
unissued or held in the Company's treasury. The maximum number of
shares of Common Stock which may be issued pursuant to Options
granted under the Plan shall not exceed in the aggregate two
million (2,000,000) shares, subject to adjustment in accordance
with the provisions of Section 11 hereof. The Company shall at all
times while the Plan is in force reserve such number of shares of
Common Stock as will be sufficient to satisfy the requirements of
all outstanding Options granted under the Plan. In the event any
Option granted under the Plan shall expire or terminate for any
reason without having been exercised in full or shall cease for any
reason to be exercisable in whole or in part, the un-purchased
shares subject thereto shall again be available for Options under
the Plan.
4. PARTICIPATION. The class of individual or entity that shall be
eligible to receive Options under the Plan shall be all employees
(including officers) and non-employee Directors of, or consultants
and advisors to, either the Company or any subsidiary corporation
of the Company; provided, however, that Options shall not be
granted to any such consultants and advisors unless (i) bona fide
services have been or are to be rendered by such consultant or
advisor and (ii) such services are not in connection with the offer
or sale of securities in a capital raising transaction. The Board
of Directors or the Committee, in its sole discretion, but subject
to the provisions of the Plan, shall determine the employees and
non-employee Directors of, and the consultants and advisors to, the
Company and its subsidiary corporations to whom Options shall be
granted, and the number of shares to be covered by each Option,
taking into account the nature of the employment or services
rendered by the individuals or entities being considered, their
annual compensation, their present and potential contributions to
the success of the Company, and such other factors as the Board of
Directors or the Committee may deem relevant.
5. STOCK OPTION AGREEMENT. Each Option granted under the Plan shall
be authorized by the Board of Directors or the Committee, and shall
be evidenced by a Stock Option Agreement which shall be executed by
the Company and by the individual or entity to whom such Option is
granted. The Stock Option Agreement shall
specify the number of shares of Common Stock as to which any Option
is granted, the period during which the Option is exercisable, the
option price per share thereof, and such other terms and provisions
not inconsistent with this Plan.
6. GRANT OF NON-QUALIFIED STOCK OPTIONS. The Options granted under
the Plan are not intended to meet the requirements of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"). The
Options shall be subject to the following terms and conditions:
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(1)
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An Option may be granted to any individual or
entity eligible to receive an Option under the Plan pursuant to
Section 4 hereof.
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(2)
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The option price of the shares of Common Stock
subject to an Option shall be determined by the Board of Directors
or the Committee, in its sole discretion, at the time of the grant
of the Option.
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(3)
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An Option granted under the Plan may be of such
duration as shall be determined by the Board of Directors or the
Committee (subject to earlier termination as expressly provided in
Section 9 hereof).
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7. RIGHTS OF OPTION HOLDERS. The holder of any Option granted under
the Plan shall have none of the rights of a stockholder with
respect to the stock covered by his Option until such stock shall
be transferred to him upon the exercise of his Option.
8. TRANSFERABILITY. No Option granted under the Plan shall be
transferable by the individual or entity to which it was granted
otherwise than by will or the laws of descent and distribution,
and, during the lifetime of such individual, shall not be
exercisable by any other person, but only by him.
9. TERMINATION OF EMPLOYMENT OR DEATH.
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(1)
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Subject to the terms of the Stock Option Agreement, if the
employment of an employee by, or the services of a non-employee
Director for, or consultant or advisor to, the Company or a
subsidiary corporation of the Company shall be terminated for cause
or voluntarily by the employee, non-employee Director, consultant
or advisor, then his or its Option shall expire forthwith. Subject
to the terms of the Stock Option Agreement, and except as provided
in subsections (b) and (c) of this Section 9, if such employment or
services shall terminate for any other reason, then such Option may
be exercised at any time within three (3) months after such
termination, subject to the provisions of subsection (d) of this
Section 9. For purposes of the Plan, the retirement of an
individual either pursuant to a pension or retirement plan adopted
by the Company or at
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