MANARIS CORPORATION
2006 NONQUALIFIED STOCK OPTION PLAN
ARTICLE I
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.
ARTICLE II
DEFINITIONS
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
entire Board.
"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.
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"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.
ARTICLE III
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.
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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
hereunder.
ARTICLE IV
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.
ARTICLE V
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
Company.
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
NQSO.
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
exercise;
or,
C. By a
combination of both A and B above.
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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
appropriate.
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
herein.
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
of time.
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
amended.
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 exerci
