EXHIBIT 10.1
INFRARED SYSTEMS INTERNATIONAL
2009 STOCK OPTION PLAN
1.
PURPOSE, RESTRICTIONS ON AMOUNT AVAILABLE
UNDER THE PLAN. The
Infrared Systems International Stock Option
Plan (the "PLAN") is intended to
encourage stock ownership by employees,
consultants and directors of Infrared
Systems International (the "CORPORATION"),
and any divisions and Subsidiary
Corporations (as hereinafter defined), so
that they may acquire or increase
their proprietary interest in the Corporation, and to
encourage such employees,
directors, and consultants to remain in their employ of
or associated with the
Corporation and to put forth maximum efforts for the success
of the Corporation
and its business. It is further intended that options
granted by the Committee
pursuant to this Plan shall
constitute "non-qualified stock
options"
("NON-QUALIFIED STOCK OPTIONS").
2.
DEFINITIONS. As used in this Plan, the following words and
phrases
shall have the meanings indicated.
(a) "DISABILITY" shall mean an Optionee's inability to
engage
in any substantial gainful activity by reason of
any medically determinable
physical or mental impairment that can be
expected to result in death or that
has lasted or can be expected to last for a continuous
period of not less than
12 months.
(b) "EMPLOYER CORPORATION" is the entity
which employs the
person granted options under this Plan.
(c) "FAIR MARKET VALUE" per share as of a
particular date
shall mean the last sale price of the Corporation's Common
Stock as reported in
a national securities exchange or the NASDAQ National
Market System or Capital
Market System, or, if last sale reporting
quotation is not available for the
Corporation's Common Stock , the average if
the bid and asked prices of the
Corporation's Common Stock as reported by NASDAQ or on the
OTC Bulletin Board,
or if none, National Quotation Bureau
Inc.'s "Pink Sheets" or, if such
quotations are unavailable, the
value determined by the Committee
(as
hereinafter defined) in accordance with its
discretion in making a bona fide,
good faith determination of fair market value. The Board of
Directors may reject
the determination of Fair Market
Value made by the Committee, and
shall
thereupon determine the applicable Fair Market Value. Fair Market
Value shall be
determined without regard to any restriction other than a
restriction which, by
its terms, will never lapse.
(d) "INTERNAL REVENUE CODE" shall mean
the United States
Internal Revenue Code of 1986, as amended from time to
time (codified at Title
26 of the United States Code), and any successor legislation.
(e) "OPTIONS" shall mean Non-qualified Stock Options
granted
pursuant to this Plan.
(f) "PARENT CORPORATION" shall mean any
corporation (other
than the Employer Corporation) in an unbroken chain of
corporations ending with
the Employer Corporation if, at the time of
granting an Option, each of the
corporations other than the Employer Corporations
own stock possessing 50% or
more of the total combined voting power of all
classes of stock in one of the
other corporations in such chain.
(g) "SUBSIDIARY CORPORATION" shall mean any corporation (other
than the Employer Corporation) in an unbroken chain beginning
with the Employer
Corporation if, at the time of granting an
Option, each of the corporations
other than the last corporation in the unbroken chain owns
stock possessing 50%
or more of the total combined voting power of all classes of stock
in one of the
other corporations in such chain.
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3.
ADMINISTRATION.
(a) The Plan shall be
administered by the Compensation
Committee (the "COMMITTEE"), consisting of
not less than two members of the
Board of Directors of the Corporation (the "BOARD"), or
alternatively, in the
absence of a designated and qualified committee, the entire Board
shall serve as
the Committee.
(b) The Committee shall have the authority in its
discretion,
subject to and not inconsistent with the express
provisions of the Plan, to
administer the Plan and to exercise all the
powers and authorities either
specifically granted to it under the Plan or
necessary or advisable in the
administration of the Plan, including (without
limitation): the authority to
grant Options; to determine the purchase
price of the shares of Common Stock
covered by each Option (the "OPTION PRICE"); to
determine the persons to whom,
and the time or times at which, Options shall be
granted, to determine the
number of shares to be covered by each Option; to
determine Fair Market Value
per share; to interpret the Plan, to
prescribe, amend and rescind rules and
regulations relating to the Plan, to determine the terms
and provisions of the
Option Agreements (which need not be identical) entered into
in connection with
Options granted under the Plan, and to make all
other determinations deemed
necessary or advisable for the administration of
the Plan. The Committee may
delegate to one or more of its
members or to one or more
agents such
administrative duties as it may deem advisable, and the
Committee or any person
to whom it has delegated duties as aforesaid may employ
one or more persons to
render advice with respect to any responsibility
the Committee or such person
may have under the Plan.
(c) The Board shall fill all vacancies, however caused, in the
Committee. The Board may from time to time
appoint additional members to the
Committee, and may at any time remove
one or more Committee members and
substitute others. One member of the Committee shall be selected by
the Board as
chairman. The Committee shall hold its meetings at such
times and places as it
shall deem advisable. All determinations of the
Committee shall be made by not
less than a majority of its members either present in person or
participating by
conference telephone at a meeting or by written
consent. The Committee may
appoint a secretary and make such rules and regulations
for the conduct of its
business as it shall deem advisable, and shall keep minutes of its
meetings. The
secretary need not be a member of the Committee or a member of the
Board.
(d) No member of the Board or Committee shall be
liable for
any action taken or determination made in good faith with respect
to the Plan or
any Option granted hereunder.
4.
ELIGIBILITY.
(a) Subject to certain limitations
hereinafter set forth,
Options may be granted to
employees of (including
officers), agents,
representatives and consultants to, and directors
of (whether or not they are
employees), the Corporation or its present or
future divisions and Subsidiary
Corporations, provided such persons meet minimum requirements, if
any, as may be
established by the Committee, in its discretion. In
determining the persons to
whom Options shall be granted and the
number of shares to be covered by each
Option, the Committee shall take into
account the duties of the respective
persons, their present and potential
contributions to the success of the
Corporation and such other factors as the
Committee shall deem relevant in
connection with accomplishing the
purpose of the Plan. A person to whom an
Option has been granted hereunder is
sometimes referred to herein as an
"OPTIONEE."
(b) An Optionee shall be eligible to
receive more than one
grant of an Option during the term of the
Plan, but only on the terms and
subject to the restrictions as hereinafter set forth.
5. STOCK.
(a) The stock subject to the Options hereunder shall be shares
of the Corporation's common stock, $0.001 par value per share
("COMMON STOCK").
Such shares may, in whole or in part, be
authorized but unissued shares or
shares that shall have been or that may be reacquired by
the Corporation. The
aggregate number of shares of Common Stock as to
which Options may be granted
from time to time under the Plan shall not exceed ten percent
(10%) of the then
outstanding shares of Common Stock, not taking into account shares
issuable upon
the exercise of Options.
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(b) In the event that any outstanding Option
under the Plan
for any reason expires or is terminated without having
been exercised in full,
the shares of Common Stock allocable to the unexercised
portion of such Option
(unless the Plan shall have been
terminated) shall become available for
subsequent grants of Options under the Plan.
6. TERM OF
PLAN. Options may be granted pursuant to the Plan from
time
to time within a period of ten years from the date the
Plan is adopted by the
Board.
7.
NON-QUALIFIED STOCK OPTIONS. Options granted pursuant
to the Plan
are intended to constitute Non-qualified Stock Options.
8. TERMS AND
CONDITIONS AT OPTIONS. Each Option granted pursuant to the
Plan shall be evidenced by a written option agreement
between the Corporation
and the Optionee, which agreement
shall comply with and be subject to the
following terms and conditions.
(a) NUMBER OF SHARES. Each Option Agreement shall
state the
number of shares of Common Stock to which the Option relates.
(b) TYPE OF OPTION. Each Option Agreement
shall state that
the Option constitutes a Non-qualified
Stock Option.
(c) OPTION PRICE.
(i) Each Option Agreement shall state
the Option
Price, which (except as otherwise set forth in paragraphs
8(c)(ii) hereof) shall not be less than 100% of the Fair
Market Value per share
on the date of grant of the Option.
(ii) The Option Price shall be subject to adjustment
as provided in Section 8(i) hereof.
(iii) The date on which the
Committee adopts a
resolution expressly granting an Option shall be
considered the day on which such Option is granted.
(d) TERM OF OPTIONS. Options shall be
exercisable over the
exercise period as and at the times the Committee, in its
sole discretion, may
determine, as reflected in the Option Agreement, provided,
however:
(i) The exercise period shall not exceed five years
from the date of grant of the Option.
(ii) An Option granted under the Plan to an Optionee
may, at the election of the Committee, include a
provision conditioning or accelerating
the receipt of benefits upon the
occurrence of specified events, such as a change in
control of the Corporation
or a dissolution, liquidation, sale of
substantially all of the property and
assets of the Corporation, or other event.
(iii) The exercise period shall be subject to earlier
termination as provided in Sections 8(f) and 8(g)
hereof, and furthermore shall be terminated upon surrender of
the option by the
holder thereof if such surrender
has been authorized in advance by
the
Committee.
(e) METHOD OF EXERCISE AND MEDIUM AND TIME OF PAYMENT
(i) An Option may be exercised as to any,
or all,
full shares of Common Stock as to which the Option
is exercisable, provided, however, that an Option
may not be exercised at any
one time as to fewer than 100 shares (or such number of
shares as to which the
Option is then exercisable if such number of shares is less than
100).
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(ii) Each exercise of an Option granted
hereunder,
whether in whole or in part, shall be by written
notice to the Secretary of the Corporation designating
the number of shares as
to which the Option is exercised, and shall be accompanied by
payment in full of
the Option Price (in cash or shares) for the
number of shares so designated,
together with any written statements
or investment letter required by or
advisable under any applicable security laws.
(iii) The Option Price shall be
paid in cash,
provided that the Committee may permit an optionee to pay
the exercise price in any combination of (i) cash, (ii)
shares of Common Stock
having a Fair Market Value as determined by the Board of Directors
equal to
