EXHIBIT 10.1
TELVUE CORPORATION
2009 STOCK OPTION
PLAN
ARTICLE I
ESTABLISHMENT
1.1
Purpose . The TelVue Corporation 2009 Stock Option
Plan (the “Plan”) is hereby established by TelVue
Corporation (the “Company”). The purpose of the Plan is
to promote the overall financial objectives of the Company and its
stockholders by motivating those persons selected to participate in
the Plan to achieve long-term growth of the Company and by
retaining the association of those individuals who are instrumental
in achieving this growth. The Plan provides additional incentives
to officers, directors, employees or consultants of the Company or
its Affiliates, as defined herein, to enter into or remain in the
service or employment of the Company or its Affiliates and to
devote themselves to the Company’s success by granting such
individuals an opportunity to acquire or increase their proprietary
interest in the Company through receipt of rights (the
“Options”) to acquire the Company’s Common Stock,
par value $.01 per share (the “Common
Stock”).
ARTICLE II
STOCK SUBJECT TO
PLAN
2.1
Aggregate Maximum Number . The maximum number of
shares of the Common Stock for which Options may be granted under
the Plan to an individual or in the aggregate is 10,000,000 shares
(the “Option Shares”), which number is subject to
adjustment as provided in Section 6.6. Option Shares shall be
issued from authorized and unissued Common Stock or Common Stock
held in or hereafter acquired for the treasury of the Company. If
any outstanding Option granted under the Plan expires, lapses or is
terminated for any reason, the Option Shares allocable to the
unexercised portion of such Option may again be the subject of an
Option granted pursuant to the Plan.
ARTICLE III
TERM OF
PLAN
3.1
Term of Plan . The Plan shall commence on May 4,
2009, the date of approval of the Plan by the Board of Directors of
the Company (“Effective Date”), but shall terminate
unless the Plan is approved by the stockholders of the Company
within twelve months of such date, as set forth in Section
422(b)(1) of the Internal Revenue Code of 1986, as amended (the
“Code”). Any Options granted pursuant to the Plan prior
to approval of the Plan by the stockholders of the Company shall be
subject to such approval and, notwithstanding anything to the
contrary herein or in any Option Document (as defined below), shall
not be exercisable until such approval is obtained. No Option may
be granted under the Plan on or after the date which is ten years
after the Effective Date.
-1-
ARTICLE IV
ELIGIBILITY
4.1
Eligibility . Except as herein provided, the persons
who shall be eligible to participate in the Plan and be granted
awards of Options shall be those directors, officers, employees or
consultants of the Company or an Affiliate thereof who shall be in
a position, in the opinion of the Committee, as defined herein, to
make contributions to the growth, management, protection and
success of the Company and its Affiliates. Of those persons
described in the preceding sentence, the Committee, may, from time
to time, select persons to be granted Options and shall determine
the terms and conditions with respect thereto. In making any such
selection and in determining the terms and conditions of the
Option, the Committee may give consideration to the person’s
functions and responsibilities, the person’s contributions to
the Company and its Affiliates, the value of the individual’s
service to the Company and its Affiliates and such other factors
deemed relevant by the Committee. The term “Affiliates”
shall mean a corporation which is a parent corporation or a
subsidiary corporation with respect to the Company within the
meaning of section 424(e) or (f) of the Code.
ARTICLE V
STOCK
OPTIONS
5.1
Stock Options . Options granted under the Plan may be
either ISOs, as defined herein, or NQSOs, as defined herein as
designated in writing at the time of the grant (the “Grant
Date”). Each Option granted under the Plan is intended to be
an incentive stock option (“ISO”) within the meaning of
Section 422(b) of the Code for federal income tax purposes, except
to the extent (i) such ISO grant would fail to meet the limitations
and restrictions on ISOs set forth in Subsections 5.2(a) and 5.2(b)
below, or (ii) any Option is specifically designated at the Grant
Date as not being an ISO (an Option which is not an ISO, and
therefore is a non-qualified option, is referred to herein as an
“NQSO”). Under the Plan, Options may be granted to
Optionees at such times, in such amounts, and on such terms and
conditions as determined by the Committee, in accordance with the
terms of the Plan.
5.2
Terms and Conditions of Options . Options granted
pursuant to the Plan shall be evidenced by written documents
(“Option Documents”) in such form as the Committee
shall from time to time approve, subject to the following terms and
conditions. Option Documents may also contain such other terms and
conditions (including vesting schedules for the exercisability of
Options) which the Committee shall from time to time provide which
are not inconsistent with the terms of the Plan. Persons to whom
Options are granted are hereinafter referred to as
“Optionees.”
(a)
Number of Option Shares . Each Option Document shall
state the number of Option Shares to which it pertains. To the
extent that the aggregate fair market value of Option Shares
(determined as of the date each applicable ISO is granted) with
respect to which ISOs are exercisable for the first time by an
Optionee during any calendar year (under all incentive stock option
plans of the Company or its Affiliates) exceeds $100,000, the
portion of such options in excess of $100,000 shall be treated as
NQSOs in accordance with Section 422(d) of the Code.
-2-
(b)
Option Price . Each Option Document shall state the
price at which an Option Share may be purchased (the “Option
Price”), which shall be not less than 100% of the “Fair
Market Value” of a share of the Common Stock on the Grant
Date. If the Common Stock is listed on a national securities
exchange or quoted on The Nasdaq Stock Market
(“NASDAQ”), the Fair Market Value is the closing price
of the Common Stock on the relevant date (or, if such date is not a
business day or a day on which quotations are reported, then on the
immediately preceding date on which quotations were reported), as
reported by the principal national exchange on which such shares
are traded (in the case of an exchange) or by NASDAQ, as the case
may be. If the Common Stock is not listed on a national securities
exchange or quoted on NASDAQ, the Fair Market Value shall be
determined in good faith by the Committee on the basis of such
considerations as it deems appropriate and are consistent with
section 409A of the Code and the regulations issued thereunder. If
an ISO is granted to an Optionee who then owns, directly or by
attribution under Section 424(d) of the Code, shares possessing
more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company, then the Option Price shall be
not less than One Hundred and Ten Percent (110%) of the Fair Market
Value of an Option Share on the Grant Date.
(c)
Medium of Payment . An Optionee shall pay for Options
Shares (i) in cash, (ii) by bank check payable to the order of the
Company or (iii) by such other mode of payment as the Committee may
approve, including payment through a broker in accordance with
procedures permitted by Regulation T of the Federal Reserve
Board.
(d)
Initial Exercise . The Committee shall determine the
time at which an Option or any portion thereof may first be
exercised.
(e)
Termination of Options . All Options shall expire at
such time as the Committee may determine and set forth in the
Option Document, which date shall not be later than the last
business date immediately preceding the tenth anniversary of the
Grant Date of such Option (the “Expiration Date”). No
Option may be exercised later than the Expiration Date.
Notwithstanding the foregoing, no Option shall be exercisable after
the first to occur of the following:
(i) In
the case of an ISO, five years from the Grant Date if, on the Grant
Date the Optionee owns, directly or by attribution under Section
424(d) of the Code, shares possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the
Company;
(ii) Expiration
of three months (or such shorter period as the Committee may select
and set forth in the Option Document) from the date the
Optionee’s employment or service with the Company or its
Affiliates terminates for any reason other than (a) disability
(within the meaning of section 22(e)(3) of the Code) or death, or
(b) circumstances described by Subsection (e)(iv),
below;
-3-
(iii) In the
event of a “Change in Control” (as defined in
Subsection (f) below), the Committee can (A) accelerate the
Expiration Date of any Option which has vested provided an Optionee
who holds an Option is given written notice at least thirty (30)
days before the date so fixed, (B) terminate any Option which has
not then vested or (C) accelerate the vesting schedule of any
Option;
(iv) In the
case of an Option granted under the Plan, a finding by the
Committee, after full consideration of the facts presented on
behalf of both the Company and the Optionee, that the Optionee has
been discharged from employment with the Company or its Affiliates
for Cause. For purposes of this Section, “Cause” shall
mean: (A) a breach by Optionee of his employment agreement with the
Company, (B) a breach of Optionee’s duty of loyalty to the
Company, including without limitation any act of dishonesty,
embezzlement or fraud with respect to the Company, (C) the
commission by Optionee of a felony, a crime involving moral
turpitude or other act causing material harm to the Comp
