This Stock Option Agreement involves
Title: MANARIS CORPORATION
2006 NONQUALIFIED STOCK OPTION PLAN
Governing Law: Nevada Date: 6/5/2006
Industry: Communications Services Sector: Services
2006 NONQUALIFIED STOCK OPTION PLAN
PURPOSE OF PLAN
The purposes of this Non Qualified Stock Option Plan (the "Plan") of MANARIS
CORPORATION (the "Company") is to support and increases the Company's ability to
attract, engage and retain individuals of exceptional talent, to provide
additional incentive for persons employed or associated with the Company,
including without limitation any employee, director, general partner, officer,
attorney, accountant, consultant or advisor, is intended to advance the best
interests of the Company by providing to those persons who have a substantial
responsibility for its management, affairs, and growth by increasing their
proprietary interest in the success of the Company, thereby encouraging them to
maintain their relationships with the Company.
For Plan purposes, except where the context might clearly indicate otherwise,
the following terms shall have the meanings set forth below:
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules
and regulations promulgated thereunder.
"Committee" shall mean the Compensation Committee, or such other committee
appointed by the Board, which shall be designated by the Board to administer the
Plan. The Committee shall be composed of two or more persons as from time to
time are appointed to serve by the Board and may be members of the Board or the
"Common Shares" shall mean the Company's Common Shares $0.00001 par value per
share, or, in the event that the outstanding Common Shares are hereafter changed
into or exchanged for different shares or securities of the Company, such other
shares or securities.
"Company" shall mean MANARIS CORPORATION, a Nevada Corporation, and any parent
or subsidiary corporation of MANARIS CORPORATION, as such terms are defined in
Section 425(e) and 425(f), respectively of the Code.
"Consultant" means any natural person who is engaged by the Company or any
Parent or Subsidiary to render consulting or advisory services to such entity
and who satisfies the requirements of subsection (c)(1) of Rule 701 under the
Securities Act of 1933, as amended.
"Employee" means any person, including officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider shall not
cease to be an Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the
Company, its Parent, any Subsidiary, or any successor.
"Management" shall mean the Chief Executive Officer, the Chief Financial Officer
and all other officers and individuals that may be appointed by the Board.
"Optionee" shall mean any person employed or associated with the affairs of the
Company who has been granted one or more Stock Options under the Plan.
"Service Provider" shall mean any Employee, Management or Consultant.
"Stock Option" or "NQSO" shall mean a stock option granted pursuant to the terms
of the Plan.
"Stock Option Agreement" shall mean the agreement between the Company and the
Optionee under which the Optionee may purchase Common Shares hereunder.
ADMINISTRATION OF THE PLAN
1. The Board, the Committee or any person appointed by the Board, shall
administer the Plan and accordingly, it shall have full power to grant Stock
Options, construe and interpret the Plan, establish rules and regulations and
perform all other acts, including the delegation of administrative
responsibilities, it believes reasonable and proper.
2. The determination of those eligible to receive Stock Options, and the amount,
price, type and timing of each Stock Option and the terms and conditions of the
respective stock option agreements shall rest in the sole discretion of the
Committee, subject to the provisions of the Plan.
3. The Committee may cancel any Stock Options awarded under the Plan if an
Optionee conducts himself in a manner which the Committee determines to be
inimical to the best interest of the Company and its shareholders as set forth
more fully in paragraph 8 of Article X of the Plan.
4. The Board, or the Committee, may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or in any granted Stock Option, in the
manner and to the extent it shall deem necessary to carry it into effect.
5. Any decision made, or action taken, by the Committee or the Board arising out
or in connection with the interpretation and administration of the Plan shall be
final and conclusive.
6. Meetings of the Committee shall be held at such times and places as shall be
determined by the Committee. A majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the vote of a majority
of those members present at any meeting shall decide any question brought before
that meeting. In addition, the Company may take any action otherwise proper
under the Plan by the affirmative vote, taken without a meeting, of a majority
of its members.
7. No member of the Committee shall be liable for any act or omission of any
other member of the Committee or for any act or omission on his own part,
including, but not limited to, the exercise of any power or discretion given to
him under the Plan except those resulting form his own gross negligence or
willful misconduct. 8. The Company, through its Management, shall supply full
and timely information to the Committee on all matters relating to the
eligibility of Optionee's, their duties and performance, and current information
on any Optionee's death, retirement, disability or other termination of
association with the Company, and such other pertinent information as the
Committee may require. The Company shall furnish the Committee with such
clerical and other assistance as is necessary in the performance of its duties
SHARES SUBJECT TO THE PLAN
1. The total number of shares of the Company available for grants of Stock
Options under the Plan shall be 5,000,000 Common Shares, subject to adjustment
as herein provided, which shares may be either authorized but unissued or
reacquired Common Shares of the Company.
2. If a Stock Option or portion thereof shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares covered by such
NQSO shall be available for future grants of Stock Options.
STOCK OPTION TERMS AND CONDITIONS
1. Consistent with the Plan's purpose, Stock Options may be granted to any
person who is performing or who has been engaged to perform services of special
importance to management in the operation, development and growth of the
2. Determination of the option price per share for any stock option issues
hereunder shall rest in the sole and unfettered discretion of the Committee. 3.
All Stock Options granted under the Plan shall be evidenced by agreements which
shall be subject to applicable provisions of the Plan, and such other provisions
as the Committee may adopt, including the provisions set forth in paragraphs 2
through 11 of this Article V.
4. All Stock Options granted hereunder must be granted within ten years from the
date this Plan is adopted. 5. No Stock Option granted hereunder shall be
exercisable after the expiration of ten years from the date such NQSO is
granted. The Committee, in its discretion, may provide that an option shall be
exercisable during such ten year period or during any lesser period of time. The
Committee may establish installment exercise terms for a Stock Option such that
the NQSO becomes fully exercisable in a series of cumulating portions. If an
Optionee shall not, in any given installment period, purchase all the Common
Shares which such Optionee is entitled to purchase within such installment
period, such Optionee's right to purchase any Common Shares not purchased in
such installment period shall continue until the expiration or sooner
termination of such NQSO. The Committee may also accelerate the exercise of any
6. A Stock Option, or portion thereof, shall be exercised by deliver of (i) a
written notice of exercise to the Company specifying the number of Common Shares
to be purchased, and (ii) payment of the full price of such Common Shares, as
fully set forth in paragraph 7 of this Article V. No NQSO or installment thereof
shall be reusable except with respect to whole shares, and fractional share
interests shall be disregarded. Not less than 100 Common Shares may be purchased
at one time unless the number purchased is the total number at the time
available for purchase under the NQSO. Until the Common Shares represented by an
exercised NQSO are issued to an Optionee, he/she shall have none of the rights
of a shareholder.
7. The exercise price of a Stock Option, or portion thereof, may be paid:
A. In United States dollars, in cash or by cashier's check, certified
check, bank draft or money order, payable to the order of the Company in
an amount equal to the option price; or,
B. At the discretion of the Committee, through the delivery of fully paid
and nonassessable Common Shares, with an aggregate fair market value
(determined as the average of the highest and lowest reported sales prices
on the Common Shares as of the date of exercise of the NQSO, as reported
by such responsible reporting service as the Committee may select, or if
there were not transactions in the Common Shares on such day, then the
last preceding day on which transactions took place), as of the date of
the NQSO exercise equal to the option price, provided such tendered
shares, or any derivative security resulting in the issuance of Common
Shares, have been owned by the Optionee for at least 30 days prior to such
C. By a combination of both A and B above.
8. The Committee shall determine acceptable methods for tendering Common Shares
as payment upon exercise of a Stock Option and may impose such limitations and
prohibitions on the use of Common Shares to exercise an NQSO as it deems
9. With the Optionee's consent, the Committee may cancel any Stock Option issued
under this Plan and issue a new NQSO to such Optionee.
10. Except by will, the laws of descent and distribution, or with the written
consent of the Committee, no right or interest in any Stock Option granted under
the Plan shall be assignable or transferable, and no right or interest of any
Optionee shall be liable for, or subject to, any lien, obligation or liability
of the Optionee. Upon petition to, and thereafter with the written consent of
the Committee, an Optionee may assign or transfer all or a portion of the
Optionee's rights and interest in any stock option granted hereunder. Stock
Options shall be exercisable during the Optionee's lifetime only by the Optionee
or assignees, or the duly appointed legal representative of an incompetent
Optionee, including following an assignment consented to by the Committee
11. No NQSO shall be exercisable while there is outstanding any other NQSO which
was granted to the Optionee before the grant of such option under the Plan or
any other plan which gives the right to the Optionee to purchase stock in the
Company or in a corporation which is a parent corporation (as defined in Section
425(e) of the Code) of the Company, or any predecessor corporation of any of
such corporations at the time of the grant. An NQSO shall be treated as
outstanding until it is either exercised in full or expires by reason of lapse
12. Any Optionee who disposes of Common Shares acquired on the exercise of a
NQSO by sale or exchange either (i) within two years after the date of the grant
of the NQSO under which the stock was acquired, or (ii) within one year after
the acquisition of such Shares, shall notify the Company of such disposition and
of the amount realized upon such disposition. The transfer of Common Shares may
also be restricted by applicable provisions of the Securities Act of 1933, as
13. If an Optionee ceases to be a Service Provider, such Optionee may exercise
his or her Option within thirty (30) days of termination, or such longer period
of time as specified in the Option Agreement, to the extent the Option is vested
on the date of termination (but in no event later than the expiration of the
term of the Option as set forth in the Option Agreement). If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If after termination, the Optionee does not exercise his or her Option within
the thirty (30) days or within time specified by the Committee, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
ADJUSTMENTS OR CHANGES IN CAPITALIZATION
1. In the event that the outstanding Common Shares of the Company are hereafter
changed into or exchanged for a different number of kinds of shares or other
securities of the Company by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination of shares, stock
split-up or stock dividend:
A. Prompt, proportionate, equitable, lawful and adequate adjustment shall
be made of the aggregate number and kind of shares subject to Stock
Options which may be granted under the Plan, such that the Optionee shall
have the right to purchase such Common Shares as may be issued in exchange
for the Common Shares purchasable on exercise of the NQSO had such merger,
consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split-up or stock dividend not taken place;
B. Rights under unexercised Stock Options or portions thereof granted
prior to any such change, both as to the number or kind of shares and the
exercise price per share, shall be adjusted appropriately, provided that
such adjustments shall be made without change in the total exercise price
applicable to the unexercised portion of such NQSO's but by an adjustment
in the price for each share covered by such NQSO's; or,
C. Upon any dissolution or liquidation of the Compan