MAVERICK MINERALS
CORPORATION
2009 STOCK OPTION PLAN
This 2009 Stock
Option Plan (the "Plan") provides for the grant of options to
acquire shares of common stock, $0.001 par value (the "Common
Stock"), of Maverick Minerals Corporation, a Nevada company (the
"Company"). For the purposes of Eligible Employees (as defined
below) who are subject to tax in the United States, stock options
granted under this Plan that qualify under Section 422 of the
United States Internal Revenue Code of 1986, as amended (the
"Code"), are referred to in this Plan as "Incentive Stock Options".
Incentive Stock Options and stock options that do not qualify under
Section 422 of the Code ("Non-Qualified Stock Options") and stock
options granted to non-United States residents under this Plan are
referred to collectively as "Options".
1.
PURPOSE
1.1
The purpose of this Plan is to retain the services of valued key
employees and consultants of the Company and such other persons as
the Plan Administrator shall select in accordance with Section 3
below, and to encourage such persons to acquire a greater
proprietary interest in the Company, thereby strengthening their
incentive to achieve the objectives of the shareholders of the
Company, and to serve as an aid and inducement in the hiring of new
employees and to provide an equity incentive to consultants and
other persons selected by the Plan Administrator.
1.2
This Plan shall at all times be subject to all legal requirements
relating to the administration of stock option plans, if any, under
applicable United States federal and state securities laws, the
Code, the rules of any applicable stock exchange or stock quotation
system, and the rules of any foreign jurisdiction applicable to
Options granted to residents therein (collectively, the "Applicable
Laws").
2.
ADMINISTRATION
2.1
This Plan shall be administered initially by the Board of Directors
of the Company (the "Board"), except that the Board may, in its
discretion, establish a committee composed of two (2) or more
members of the Board to administer the Plan, which committee (the
"Committee") may be an executive, compensation or other committee,
including a separate committee especially created for this purpose.
The Board or, if applicable, the Committee is referred to herein as
the "Plan Administrator".
2.2
If and so long as the Common Stock is registered under Section
12(b) or 12(g) of the United States Securities Exchange Act
of 1934, as amended (the "Exchange Act"), the Board shall consider
in selecting the Plan Administrator and the membership of any
Committee, with respect to any persons subject or likely to become
subject to Section 16 of the Exchange Act, the provisions regarding
(a) "outside directors" as contemplated by Section 162(m) of the
Code, and (b) "Non-Employee Directors" as contemplated by Rule
16b-3 under the Exchange Act.
2.3
The Committee shall have the powers and authority vested in the
Board hereunder (including the power and authority to interpret any
provision of the Plan or of any Option). The members of any such
Committee shall serve at the pleasure of the Board. A majority of
the members of the Committee shall constitute a quorum, and all
actions of the Committee shall be taken by a
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majority of the members present.
Any action may be taken by a written instrument signed by all of
the members of the Committee and any action so taken shall be fully
effective as if it had been taken at a meeting.
2.4
The Board may at any time amend, suspend or terminate the Plan,
subject to such shareholder approval as may be required by
Applicable Laws, including the rules of an applicable stock
exchange or other national market system, provided that:
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(a)
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no Options may be granted during
any suspension of the Plan or after termination of the Plan;
and
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(b)
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any amendment, suspension or
termination of the Plan will not affect Options already granted,
and such Options will remain in full force and affect as if the
Plan had not been amended, suspended or terminated, unless mutually
agreed otherwise between the Optionee (as defined below) and the
Plan Administrator, which agreement will have to be in writing and
signed by the Optionee and the Company.
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2.5
Subject to the provisions of this Plan, and with a view to
effecting its purpose, the Plan Administrator shall have sole
authority, in its absolute discretion, to:
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(a)
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construe and interpret this
Plan;
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(b)
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define the terms used in the
Plan;
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(c)
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prescribe, amend and rescind the
rules and regulations relating to this Plan;
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(d)
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correct any defect, supply any
omission or reconcile any inconsistency in this Plan;
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(e)
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grant Options under this
Plan;
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(f)
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determine the individuals to whom
Options shall be granted under this Plan and whether the Option is
an Incentive Stock Option or a Non-Qualified Stock Option, or
otherwise;
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(g)
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determine the time or times at
which Options shall be granted under this Plan;
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(h)
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determine the number of shares of
Common Stock subject to each Option, the exercise price of each
Option, the duration of each Option and the times at which each
Option shall become exercisable;
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(i)
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determine all other terms and
conditions of the Options; and
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(j)
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make all other determinations and
interpretations necessary and advisable for the administration of
the Plan.
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2.6
All decisions, determinations and interpretations made by the Plan
Administrator shall be binding and conclusive on all participants
in the Plan and on their legal representatives, heirs and
beneficiaries, subject to any contrary determination by the
Board.
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3.
ELIGIBILITY
3.1
Incentive Stock Options may be granted to any individual who, at
the time the Option is granted, is an employee of the Company or
any Related Company (as defined below) ("Eligible Employees")
subject to tax in the United States.
3.2
Non-Qualified Stock Options may be granted to Eligible Employees,
Consultants, and to such other persons who are not Eligible
Employees as the Plan Administrator shall select, subject to any
Applicable Laws.
3.3
Options may be granted in substitution for outstanding options of
another company in connection with the merger, consolidation,
acquisition of property or stock or other reorganization between
such other company and the Company or any subsidiary of the
Company. Options also may be granted in exchange for outstanding
Options.
3.4
Any person to whom an Option is granted under this Plan is referred
to as an "Optionee". Any person who is the owner of an Option is
referred to as a "Holder".
3.5
As used in this Plan, the term "Related Company" shall mean any
company (other than the Company) that is a "Parent Company" of the
Company or "Subsidiary Company" of the Company, as those terms are
defined in Sections 424(e) and 424(f), respectively, of the Code
(or any successor provisions) and the regulations thereunder (as
amended from time to time).
4.
STOCK
4.1
The Plan Administrator is authorized to grant Options to acquire up
to a total of 75,000,000 shares of the Company's authorized but
unissued, or reacquired, Common Stock. The number of shares with
respect to which Options may be granted hereunder is subject to
adjustment as set forth in Section 5.1(m) hereof. In the event that
any outstanding Option expires or is terminated for any reason, the
shares of Common Stock allocable to the unexercised portion of such
Option may again be subject to an Option granted to the same
Optionee or to a different person eligible under Section 3 of this
Plan; provided however, that any cancelled Options will be counted
against the maximum number of shares with respect to which Options
may be granted to any particular person as set forth in Section 3
hereof.
5.
TERMS AND CONDITIONS OF OPTIONS
5.1
Each Option granted under this Plan shall be evidenced by a written
agreement approved by the Plan Administrator (the "Agreement").
Agreements may contain such provisions, not inconsistent with this
Plan, as the Plan Administrator in its discretion may deem
advisable. All Options also shall comply with the following
requirements:
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(a)
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Number of Shares and Type of
Option
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Each Agreement shall state the
number of shares of Common Stock to which it pertains and, for
Optionees subject to tax in the United States, whether the Option
is intended to be an Incentive Stock Option or a Non-Qualified
Stock Option, provided that:
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(i)
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in the absence of action to the
contrary by the Plan Administrator in connection with the grant of
an Option, all Options shall be Non-Qualified Stock
Options;
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(ii)
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the aggregate fair market value
(determined at the Date of Grant, as defined below) of the stock
with respect to which Incentive Stock Options are exercisable for
the first time by an Optionee subject to tax in the United States
during any calendar year (granted under this Plan and all other
Incentive Stock Option plans of the Company, a Related Company or a
predecessor company) shall not exceed U.S.$100,000, or such other
limit as may be prescribed by the Code as it may be amended from
time to time (the "Annual Limit"); and
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(iii)
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any portion of an Option which
exceeds the Annual Limit shall not be void but rather shall be a
Non-Qualified Stock Option.
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(b)
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Date of Grant
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Each Agreement shall state the
date the Plan Administrator has deemed to be the effective date of
the Option for purposes of this Plan (the "Date of
Grant").
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(c)
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Option Price
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Each Agreement shall state the
price per share of Common Stock at which it is exercisable. The
Plan Administrator shall act in good faith to establish the
exercise price in accordance with Applicable Laws; provided
that :
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(i)
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the per share exercise price for
an Incentive Stock Option or any Option granted to a "covered
employee" as such term is defined for purposes of Section 162(m) of
the Code ("Covered Employee") shall not be less than the fair
market value per share of the Common Stock at the Date of Grant as
determined by the Plan Administrator in good faith;
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(ii)
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with respect to Incentive Stock
Options granted to greater-than-ten percent (>10%) shareholders
of the Company (as determined with reference to Section 424(d) of
the Code), the exercise price per share shall not be less than one
hundred ten percent (110%) of the Fair Market Value (as such term
is defined in (v) below) per share of the Common Stock at the Date
of Grant as determined by the Plan Administrator in good
faith;
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(iii)
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Options granted in substitution
for outstanding options of another company in connection with the
merger, consolidation, acquisition of property or stock or other
reorganization involving such other company and the Company or any
subsidiary of the Company may be granted with an exercise price
equal to the exercise price for the substituted option of the other
company, subject to any adjustment consistent with the terms of the
transaction pursuant to which the substitution is to occur;
and
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(iv)
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with respect to Non-Qualified
Stock Options, the exercise price per share shall be determined by
the Plan Administrator at the time the Option is
granted.
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(v)
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For the purposes of the Plan,
“Fair Market Value” means, with respect to the Common
Stock and as of the date an Incentive Stock Option is granted
hereunder, the market price per share of such Common Stock
determined by the Committee, consistent with the requirements of
Section 422 of the Code and to the extent consistent therewith, as
follows: (i) If the Common Stock was traded on a stock exchange on
the date in question, then the Fair Market Value will be equal to
the closing price reported by the applicable composite-transactions
report for such date; (ii) If the Common Stock was traded
over-the-counter on the date in question and was classified as a
national market issue, then the Fair Market Value will be equal to
the last-transaction price quoted by the NASDAQ system for such
date; (iii) If the Stock was traded over-the-counter on the date in
question but was not classified as a national market issue, then
the Fair Market Value will be equal to the average of the last
reported representative bid and asked prices quoted by the NASDAQ
system for such date; and (iv) If none of the foregoing provisions
is applicable, then the Fair Market Value will be determined by the
Committee in good faith on such basis as it deems
appropriate.
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(d)
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Duration of Options
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At the time of the grant of the
Option, the Plan Administrator shall designate, subject to
paragraph 5.1(g) below, the expiration date of the Option, which
date shall not be later than ten (10) years from the Date of Grant;
provided , that the expiration date of any Incentive Stock
Option granted to a greater-than-ten percent (>10%) shareholder
of the Company (as determined with reference to Section 424(d) of
the Code) shall not be later than five (5) years from the Date of
Grant. In the absence of action to the contrary by the Plan
Administrator in connection with the grant of a particular Option,
and except in the case of Incentive Stock Options as described
above, all Options granted under this Plan shall expire five (5)
years from the Date of Grant.
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(e)
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Vesting Schedule
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No Option shall be exercisable
until it has vested. The vesting schedule for each Option shall be
specified by the Plan Administrator at the time of grant of the
Option prior to the provision of services with respect to which
such Option is granted; provided that if no vesting schedule
is specified at the time of grant, the Option shall vest as
follows:
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(i)
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on the first anniversary of the
Date of Grant, the Option shall vest and shall become exercisable
with respect to 25% of the Common Stock to which it
pertains;
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(ii)
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on the second anniversary of the
Date of Grant, the Option shall vest and shall become exercisable
with respect to an additional 25% of the Common Stock to which it
pertains;
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(iii)
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on the third anniversary of the
Date of Grant, the Option shall vest and shall become exercisable
with respect to an additional 25% of the Common Stock to which it
pertains; and
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(iv)
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on the fourth anniversary of the
Date of Grant, the Option shall vest and shall become exercisable
with respect to balance of the Common Stock to which it
pertains.
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The Plan Administrator may
specify a vesting schedule for all or any portion of an Option
based on the achievement of performance objectives established in
advance of the commencement by the Optionee of services related to
the achievement of the performance objectives. Performance
objectives shall be expressed in terms of one or more of the
following: return on equi
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