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Manaris Corporation 2006 Nonqualified Stock Option Plan

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Governing Law: Nevada     Date: 6/5/2006
Industry: Communications Services     Sector: Services

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                               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

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.


"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.


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

                                   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

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
      exercise; or,

      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
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

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.


                                   ARTICLE VI

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

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