UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C INFORMATION
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Synergy
Strips Corp. |
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Synergy
Strips Corp.
865
Spring Street
Westbrook,
Maine 04092
(615)
939-9004
INFORMATION
STATEMENT
July
__, 2015
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF SYNERGY STRIPS CORP.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’
MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
This
Information Statement is being provided to the holders of shares of common stock, par value $0.00001 per share, of Synergy Strips
Corp., in connection with the action by written consent of the holders of a majority of our issued and outstanding shares of common
stock taken without a meeting to approve the action described in this Information Statement. In this Information Statement, all
references to “we,” “us” or “our” refer to Synergy Strips Corp., a Nevada corporation.
Pursuant
to Rule 14c-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Exchange Act of 1934, as
amended (the “Exchange Act”), the action described herein will not become effective until at least 20 calendar days
following the date on which this Information Statement is first mailed to our stockholders. The action is planned to be effective
on August __, 2015.
Stockholders
of record at the close of business on July 6, 2015 (the “Record Date”) are entitled to receive this Information Statement.
This Information Statement is being sent to our stockholders on or about July __, 2015.
We
will bear the entire cost of providing this Information Statement. We will request brokerage houses, nominees, custodians, fiduciaries
and other like parties to forward this Information Statement to the beneficial owners of the common stock held of record by them
and will reimburse such persons for their reasonable charges and expenses in connection therewith.
Action
by Board of Directors and Consenting Stockholders
As
of June 22, 2015, our Board of Directors (the “Board”) adopted and approved a resolution to amend our Articles of
Incorporation, as amended to date (the “Articles of Incorporation”) to (i) change our corporate name from “Synergy
Strips Corp.” to “Synergy CHC Corp.” (the “Name Change”) and (ii) increase the authorized shares
of common stock from 75,000,000 to 300,000,000 shares (the “Authorized Share Increase”). Also, as of June 22, 2015,
the Board adopted and approved a resolution to adopt our 2014 Equity Incentive Plan (the “Plan”).
In
accordance with Section 78.320 of the Nevada Revised Statutes, as amended (the “NRS”), the holders of a majority of
our outstanding shares of common stock (the “Majority Stockholders”) are expected to take action by written consent
to approve the Name Change, the Authorized Share Increase and the Plan.
In
order to obtain the approval of our stockholders for the Name Change, the Authorized Share Increase and the Plan, we could have
convened a special meeting of the stockholders for the specific purpose of voting on such matters. However, Section 78.320 of
the NRS provides that any action that may be taken at any annual or special meeting of stockholders may be taken without a meeting
and without prior notice if a consent in writing setting forth the action taken is signed by the holders of outstanding shares
of common stock having not less than the minimum number of votes that would be necessary to take such action. In order to eliminate
the costs and management time involved in holding a meeting and obtaining proxies and in order to effect the Name Change, the
Authorized Share Increase and the Plan (collectively, the “Corporate Matters”), as early as possible in order to accomplish
the purposes hereafter described, we elected to utilize the written consent of the holders of a majority of the outstanding shares
of our common stock.
As
of the Record Date, we had 67,095,149 shares of common stock outstanding and entitled to vote on the Corporate Matters. Each share
of common stock outstanding as of the close of business on the Record Date is entitled to one vote.
As
of the Record Date, pursuant to Section 78.320 of the NRS, we expect to receive written consents for the Corporate Matters from
the Majority Stockholders, who hold an aggregate of 39,724,899 shares of our common stock, representing 59.21% of our outstanding
shares of common stock. Thus, your consent is not required and is not being solicited in connection with the approval of the Name
Change, the Authorized Shares Increase or the Plan.
Name
Change
The
voting and other rights of our stockholders will not be affected by the change in our corporate name from “Synergy Strips
Corp.” to “Synergy CHC Corp.” We do not plan to change our stock symbol or CUSIP number as a result of the name
change. You may, but need not, exchange your stock certificates to reflect the change in corporate name. Your existing stock certificates
will continue to represent shares of our common stock as if the name had not changed. Our transfer agent will issue stock certificates
with our new name as stock certificates are submitted upon transfers of shares by existing stockholders at the expense of the
stockholder.
The
Certificate of Amendment to the Articles of Incorporation that will affect the Name Change is attached hereto as Annex A.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE.
Authorized
Share Increase
The
Authorized Share Increase will increase the number of authorized shares of our common stock from 75,000,000 shares to 300,000,000
shares. The Board of Directors believes that the Authorized Share Increase is necessary and advisable in order to maintain our
financing and capital raising ability and for the company to have enough authorized shares of common stock to effectively utilize
the 2014 Equity Incentive Plan discussed below. The Authorized Share Increase will not have any immediate effect on the rights
of existing stockholders, but may have a dilutive effect our existing stockholders if additional shares are issued. We are not
increasing our authorized shares of common stock to construct or enable any anti-takeover defense or mechanism on behalf of the
Company or for any planned merger or acquisition.
The
Certificate of Amendment to the Articles of Incorporation that will effect the Authorized Share Increase is attached hereto as
Annex A.
2014
Equity Incentive Plan
The
following description of the 2014 Equity Incentive Plan is only a summary of the Plan and is qualified in its entirety by reference
to its full text, a copy of which is attached hereto as Annex B.
Administration.
The Plan shall be administered by the Board. In the alternative, the Board may delegate authority to a committee appointed by
the Board (the “Committee”) to administer the Plan on behalf of the Board, subject to the terms and conditions as
the Board may prescribe. The Committee shall consist of at least two non-employee, outside directors. The Committee shall have
all the powers vested in it by the terms of the Plan, including sole and absolute discretion to grant Awards under the Plan, prescribe
written agreements containing the terms and conditions of an Award (each, an “Award Agreement”) and establish programs
for granting Awards.
Eligible
Participants. All of our employees, officers, and directors, and those of our consultants and advisors who (i) are individuals
and (ii) provide bona fide services to our company not connected to a capital raising transaction or the promotion or creation
of a market for our securities are eligible to be granted Awards under the Plan.
Shares
Subject to the Plan. Awards may be made under the Plan for up to 15,525,000 shares of our common stock, and the maximum number
of shares of common stock with respect to which Awards may be granted to any participant under the Plan is 5,175,000 shares of
common stock. The Plan allows for adjustments for changes in common stock and certain other events, including, but not limited
to, any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares,
spin-off, any distribution to holders of common stock other than a normal cash dividend, and liquidation or dissolution.
Types
of Awards. Under the terms of the Plan, eligible participants may be granted incentive stock options (as defined in Section
422 of the Internal Revenue Code (the “Code”), nonstatutory stock options, shares of restricted stock, and restricted
stock units.
Stock
Options. The Plan provides for the grant of incentive stock options that qualify under Section 422 of the Code only to our
employees. All awards other than incentive stock options may be granted to our employees, directors, and consultants not connected
to a capital raising transaction or the promotion or creation of a market for our securities. The exercise price of each stock
option must be at least equal to the fair market value of our common stock on the date of grant. The exercise price of incentive
stock options granted to 10% stockholders must be at least equal to 110% of that value. To the extent that the aggregate fair
market value of shares of our common stock with respect to which incentive stock options are exercisable for the first time by
any employee during any calendar year exceeds $100,000, such options must be treated as non-statutory stock options. The maximum
term of options granted under the Plan is ten years and five years for grantees that are 10% stockholders.
The
exercise price of each option may be payable in several ways, including cash or, if provided in the written award agreement, by
the surrender of shares of our common stock owned by the option holder for at least six months, or by any combination of the two.
Options granted under the Plan generally may be exercised for a period of three months after the termination of the participant’s
service to us, except in the case of death or permanent disability, in which case the options may be exercised for up to 12 months
following termination of the participant’s service to us.
Restricted
Stock. A restricted stock award is an offer by us to sell shares of our common stock subject to restrictions. The price (if
any) of a restricted stock award will be determined by the Committee. The Committee shall determine and designate those officers,
employees, directors and consultants who are to be granted restricted stock, the number of shares of common stock subject to such
stock award, and the terms and conditions applicable to the grant the stock award.
Restricted
Stock Units. A restricted stock unit is an award that covers a number of shares of common stock that may be settled, upon
vesting, in cash, by the issuance of the underlying shares, or by both. The Committee shall determine and designate those officers,
employees, directors and consultants who are to be granted restricted stock units, the number of shares of common stock subject
to such restricted stock unit award, and the terms and conditions applicable to the grant the restricted stock unit award.
Performance
Awards. The Committee may establish performance targets for certain grantee and authorize the granting, vesting, payment and/or
delivery of Performance Awards in the form of incentive stock options, nonstatutory stock options, restricted stock and restricted
stock units to such grantees upon achievement of such performance measures during a specified period.
Change
of Control. To the extent provided in the Award Agreement or otherwise determined by the Committee, the Board or Committee
may take any of the actions outlined in Section 7 of the Plan upon occurrence of a Change of Control (as defined in Section 7
of the Plan), including the acceleration or change of the exercise and/or expiration dates of any Award to require that the exercise
be made, if at all, prior the Change in Control, and the cancellation of any Award upon payment to the holder in cash of the fair
market value of the underlying stock, less the exercise price.
Amendment
and Termination. The Board of Directors may at any time, and from time to time, terminate the Plan in whole or in part or
amend it from time to time, except that no change may be made that would increase the total amount of stock which may be issued
under the Plan, materially increase the class of participants eligible to participate in the Plan, the types of Awards that may
be granted under the Plan, or the benefits to participants, extend the maximum period after the date of grant during which incentive
stock options or non-qualified stock options may be exercised, or re-price any previously granted Award by lowering the exercise
price or canceling any previously granted Award with a subsequent replacement or re-grant of that same Award with a lower exercise
price, unless such change is authorized by our stockholders.
To
date, we have not granted any Awards pursuant to the Plan.
Summary
of Federal Income Tax Consequences of the 2014 Equity Incentive Plan
The
following summary is intended only as a general guide to the U.S. federal income tax consequences under current law of participation
in the Plan and does not attempt to describe all possible federal or other tax consequences of such participation or tax consequences
based on particular circumstances. Furthermore, the tax consequences are complex and subject to change, and a taxpayer’s
particular situation may be such that some variation of the described rules is applicable. Recipients of awards under the Plan
should consult their own tax advisors to determine the tax consequences to them as a result of their particular circumstances.
Incentive
Stock Options
A
participant recognizes no taxable income for regular income tax purposes as a result of the grant or exercise of an incentive
stock option qualifying under Section 422 of the Code.
If
a participant holds stock acquired through exercise of an incentive stock option for more than two years from the date on which
the option was granted and more than one year after the date the option was exercised for those shares, any gain or loss on a
disposition of those shares (a “qualifying disposition”) will be a long-term capital gain or loss. Upon such a qualifying
disposition, we will not be entitled to any income tax deduction.
If
a participant disposes of shares within two years after the date of grant or within one year after the date of exercise (a “disqualifying
disposition”), the difference between the fair market value of the shares on the option exercise date and the exercise price
(not to exceed the gain realized on the sale if the disposition is a transaction with respect to which a loss, if sustained, would
be recognized) will be taxed as ordinary income at the time of disposition. Any gain in excess of that amount will be a capital
gain. If a loss is recognized, there will be no ordinary income, and such loss will be a capital loss. To the extent the participant
recognizes ordinary income by reason of a disqualifying disposition, generally we will be entitled (subject to the requirement
of reasonableness, the provisions of Section 162(m) of the Code, and the satisfaction of a tax reporting obligation) to a corresponding
income tax deduction in the tax year in which the disqualifying disposition occurs.
The
difference between the option exercise price and the fair market value of the shares on the exercise date of an incentive stock
option is treated as an adjustment in computing the participant’s alternative minimum taxable income and may be subject
to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with respect
to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing
the alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect
to participants subject to the alternative minimum tax.
Nonstatutory
Stock Options
Options
not designated or qualifying as incentive stock options will be nonstatutory stock options having no special tax status. A participant
generally recognizes no taxable income as the result of the grant of such an option so long as the exercise price is equal to
the fair market value of the stock on the date of grant and the option (and not the underlying stock) does not have a readily
ascertainable fair market value at such time. Upon exercise of a nonstatutory stock option, the participant normally recognizes
ordinary income in the amount of the difference between the option exercise price and the then-fair market value of the shares
purchased. Generally, we will be entitled (subject to the requirement of reasonableness, the provisions of Section 162(m) of the
Code, and the satisfaction of a tax reporting obligation) to an income tax deduction in the tax year in which such ordinary income
is recognized by the participant.
Upon
the disposition of stock acquired by the exercise of a nonstatutory stock option, any gain or loss, based on the difference between
the sale price and the fair market value on the exercise date, will be taxed as capital gain or loss.
Restricted
Stock
A
participant acquiring restricted stock generally will recognize ordinary income equal to the difference between the fair market
value of the shares on the “determination date” (as defined below) and their purchase price, if any. If the participant
is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The “determination
date” is the date on which the participant acquires the shares unless they are subject to a substantial risk of forfeiture
and are not transferable, in which case the determination date is the earlier of (i) the date on which the shares become transferable,
or (ii) the date on which the shares are no longer subject to a substantial risk of forfeiture. If the determination date is after
the date on which the participant acquires the shares, the participant may elect, pursuant to Section 83(b) of the Code, to have
the date of acquisition be the determination date by filing an election with the Internal Revenue Service no later than 30 days
after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss,
based on the difference between the sale price and the fair market value on the determination date, will be taxed as capital gain
or loss. Such gain or loss will be long-term or short-term depending on whether the stock was held for more than one year. We
generally will be entitled (subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code, and the
satisfaction of a tax reporting obligation) to a corresponding income tax deduction in the year in which such ordinary income
is recognized by the participant.
Performance
Awards
A
participant generally will recognize no income upon the grant of a performance stock award. Upon the settlement of such awards,
participants normally will recognize ordinary income in the year of receipt in an amount equal to the cash received and the fair
market value of any nonrestricted shares received. The receipt of other awards upon settlement will generally be subject to the
tax consequences for such awards as is summarized herein. If the participant is an employee, such ordinary income generally is
subject to withholding of income and employment taxes. We generally should be entitled to a deduction equal to the amount of ordinary
income recognized by the participant on the determination date, except to the extent such deduction is limited by applicable provisions
of the Code.
Potential
Limitation on Deductions
Compensation
of persons who are “covered employees” of the Company is subject to the tax deduction limits of Section 162(m) of
the Code. Awards that qualify as “performance-based compensation” are exempt from Section 162(m), thereby permitting
us to claim the full federal tax deduction otherwise allowed for such compensation.
In
accordance with Treasury Regulations (defined below) issued under Section 162(m) of the Code, compensation attributable to awards
of stock options and stock appreciation rights will qualify as performance-based compensation if (i) such awards are approved
by a compensation committee composed solely of “outside directors”, (ii) the plan contains a per-employee limitation
on the number of shares for which such awards may be granted during a specified period, (iii) the plan is approved by the stockholders,
and (iv) the exercise or strike price of the award is no less than the fair market value of the stock on the date of grant. “Treasury
Regulations” means the regulations promulgated by the United States Department of the Treasury pursuant to the Code.
The
foregoing is only a summary, based on the current Code and Treasury Regulations thereunder, of the U.S. federal income tax consequences
to the participant and our company with respect to the grant and exercise of options and other awards under the Plan. The summary
does not purport to be complete, and it does not address the tax consequences of the participant’s death, any tax laws of
any municipality, state or foreign country in which a participant might reside, or any other laws other than U.S. federal income
tax laws.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information as of July 6, 2015 with respect to the holdings of:
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each
person known to us to be the beneficial owner of more than 5% of our outstanding common stock; |
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each
of our directors, nominees for director and named executive officers; and |
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all
directors and executive officers as a group. |
To
the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has
sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Except as otherwise indicated,
the address of each of the persons named in the table below is c/o Synergy Strips Corp., 865 Spring Street, Westbrook, Maine 04092.
Name of Beneficial Owner and Address | |
Amount of Beneficial
Ownership of Common Stock | | |
Percent of
Common Stock | |
Knight Therapeutics (Barbados) Inc. | |
| 4,595,187 | | |
| 6.85 | % |
Dunhill Distribution Group, Inc. (1) | |
| 39,724,899 | | |
| 59.21 | % |
Gowan Private Equity Inc. (1) | |
| 39,724,899 | | |
| 59.21 | % |
Gowan Capital Inc. (1) | |
| 39,724,899 | | |
| 59.21 | % |
Jack Ross (1) 865 Spring Street Westbrook, ME 04092 | |
| 39,724,899 | | |
| 59.21 | % |
Stephen Fryer 865 Spring Street Westbrook, ME 04092 | |
| - | | |
| * | |
Paul Sorelle 865 Spring Street Westbrook, ME 04092 | |
| - | | |
| * | |
All directors and executive officers as a group (3 people) | |
| | | |
| 59.21 | % |
*
Less than 1%
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(1) |
Consists
of (i) 3,208,649 shares owned by Dunhill Distribution Group, Inc., (ii) 36,116,250 shares owned by Gowan Private Equity Inc.,
and (iii) 400,000 shares owned by Gowan Capital Inc. Jack Ross is the sole director and the Chief Executive Officer of Dunhill
Distribution Group, Inc. Mr. Ross is the sole officer and director of Gowan Capital Inc. Mr. Ross is the sole officer and
director of Gowan Private Equity Inc. Mr. Ross is the President, Chief Executive Officer, Chief Financial Officer and a director
of our company. Due to his positions with Dunhill Distribution Group, Inc., Gowan Private Equity Inc. Gowan Capital Inc.,
Mr. Ross and these three entities are deemed to have beneficial ownership of the shares reported in the table above. |
EXECUTIVE
COMPENSATION
The
following table sets forth certain information about compensation paid, earned or accrued for services for each executive officer
of our company for the past two fiscal years.
Name
and Title |
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Year |
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Salary |
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Bonus |
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Stock
Awards |
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Option
Awards |
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All
Other Compensation |
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Total |
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Jack Ross |
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2014 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
|
Chairman, President, Chief Executive
Officer and Chief Financial Officer |
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2013 |
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0 |
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0 |
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0 |
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0 |
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0 |
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0 |
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Mark Suponitsky |
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2014 |
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25,000 |
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0 |
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0 |
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0 |
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0 |
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25,000 |
|
Former President, Chief Executive Officer,
Chief Financial Officer, Treasurer, Secretary and Director(1) |
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2013 |
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0 |
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0 |
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0 |
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0 |
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0 |
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0 |
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Danny Aaron |
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2014 |
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0 |
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|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
Former President, Chief Executive Officer,
Secretary, Treasurer and Director(2) |
|
|
2013 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
(1)
Mr. Suponitsky resigned all such positions, effective October 27, 2014.
(2)
Mr. Aaron resigned all such positions, effective April 21, 2014.
We
have not made provisions for paying cash or non-cash compensation to our officers and directors. No salaries are being paid at
the present time to our officers and directors and none have been paid or owed from inception to date. At present we do not have
a stock incentive plan in place. We have not granted any options to our officers and directors. We have no employment agreement
with our sole officer. As of December 31, 2014, we had no pension plans or compensatory plans or other arrangements that provide
compensation in the event of a termination of employment or a change of control of our company.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
We
will send only one Information Statement to stockholders who share a single address unless we received contrary instructions from
any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage
costs. However, we will deliver promptly upon written or oral request a separate copy of the Information Statement to a stockholder
at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request
by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which we should
direct the additional copy of the Information Statement, to us at Synergy Strips Corp., Attn: Chief Executive Officer, 865 Spring
Street, Westbrook, ME 04092.
If
multiple stockholders sharing an address have requested one copy of this Information Statement or any other corporate mailing
and would prefer us to mail each stockholder a separate copy of future mailings, you may send notification to or call our principal
executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement
or other corporate mailings and would prefer us to mail one copy of future mailings to stockholders at the shared address, notification
of such request may also be made by mail or telephone to our principal executive offices.
|
By
Order of the Board of Directors, |
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/s/ Jack
Ross |
|
Jack
Ross |
|
Chief
Executive Officer and Director |
ANNEX A
CERTIFICATE
OF AMENDMENT TO
ARTICLES OF INCORPORATION
OF
SYNERGY STRIPS
CORP.
Pursuant to §78.385
and §78.390 of the Nevada Revised Statutes, the undersigned corporation hereby submits the following Certificate of Amendment
for the purpose of amending its Articles of Incorporation.
| 1. | The name of the corporation
is Synergy Strips Corp. |
| | |
| 2. | The Articles of Incorporation are hereby amended as follows: |
| | |
| | The current text of Article 1 is hereby
deleted in its entirety and amended and restated to read as follows: |
| | |
| | “Synergy
CHC Corp.” |
| | |
| | The current text of Article 3 is hereby
deleted in its entirety and amended and restated to read as follows: |
| | |
| | “Number of shares with par value: 300,000,000;
Par value per share $0.00001;
Number of shares without par value: 0” |
3.
All of the stockholders holding shares in the corporation entitling them
to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case
of a vote by classes or series, or as may be required by the provisions of the Articles of Incorporation have voted in favor of
the amendment.
4.
These Articles of Amendment will be effective upon filing.
This is the __
day of August, 2015.
|
SYNERGY STRIPS CORP. |
|
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By: |
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Jack Ross, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer |
ANNEX
B
Synergy
Strips Corp. 2014
Equity
Incentive Plan
1. ESTABLISHMENT OF PLAN; DEFINITIONS
1.1
Purpose. The purpose of the Synergy Strips Corp. 2014 Equity Incentive Plan is to encourage certain officers, employees,
directors, and consultants of Synergy Strips Corp., a Nevada corporation (the “Company”), to acquire and hold stock
in the Company as an added incentive to remain with the Company and increase their efforts in promoting the interests of the Company,
and to enable the Company to attract and retain capable individuals.
1.2
Definitions. Unless the context clearly indicates otherwise, the following terms shall have the meanings set forth below:
1.2.1
“Award” shall mean, individually or collectively, a grant under this Plan of Stock Options or Stock Awards.
1.2.2
“Award Agreement” shall mean a written agreement containing the terms and conditions of an Award, not inconsistent
with this Plan.
1.2.3
“Beneficiary” and “Beneficial Ownership” shall mean the person, persons, trust, or trusts that have been
designated by a Grantee in his or her most recent written beneficiary designation filed with the Committee to receive the benefits
specified under this Plan upon such Grantee’s death or to which Awards or other rights are transferred if and to the extent
permitted under Section 7.2.4 hereof. If, upon a Grantee’s death, there is no designated Beneficiary or surviving designated
Beneficiary, then the term Beneficiary shall mean the person, persons, trust, or trusts entitled by will or the laws of descent
and distribution to receive such benefits.
1.2.4
“Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor
to such Rule.
1.2.5
“Board” shall mean the board of directors of the Company.
1.2.6
“Change in Control” shall mean a Change in Control as defined in Section 7.1.1(b).
1.2.7
“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.
1.2.8
“Committee” shall mean the Board or a committee of the Board appointed pursuant to Section 1.4 of this Plan.
1.2.9
“Common Stock” shall mean the Company’s common stock, par value $0.00001 per share.
1.2.10
“Company” shall mean Synergy Strips Corp., a Nevada corporation.
1.2.11
“Consultants” shall mean individuals who provide services to the Company and any Subsidiary who are not also Employees
or Directors and which services are not in connection with the offer or sale of securities in a capital-raising transaction and
do not directly or indirectly promote or maintain a market for the Company’s securities.
1.2.12
“Covered Employee” shall mean a Grantee who, as of the date of vesting and/or payout of an Award, or the date the
Company or any of its Subsidiaries is entitled to a tax deduction as a result of the Award, as applicable, is one of the group
of “covered employees,” as defined in the regulations promulgated under Code Section 162(m), or any successor statute.
1.2.13
“Designated Officer” shall mean any executive officer of the Company to whom duties and powers of the Board or Committee
hereunder have been delegated pursuant to Section 1.4.3.
1.2.14
“Directors” shall mean those members of the Board or the board of directors of any Subsidiary who are not also Employees.
1.2.15
“Disability” shall mean a medically determinable physical or mental condition that causes an Employee, Director, or
Consultant to be unable to engage in any substantial gainful activity and that can be expected to result in death or to be of
long-continued and indefinite duration.
1.2.16
“Effective Date” shall mean the effective date of this Plan, which shall be the Stockholder Approval Date.
1.2.17
“Employee” shall mean any common law employee, including Officers, of the Company or any Subsidiary as determined
under the Code and the Treasury Regulations thereunder.
1.2.18
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor act
thereto.
1.2.19
“Fair Market Value” shall mean (i) if the Common Stock is listed on a national securities exchange or the NASDAQ system,
the mean between the highest and lowest sales prices for the Common Stock on such date, or, if no such prices are reported for
such day, then on the next preceding day on which there were reported prices; (ii) if the Common Stock is not listed on a national
securities exchange or the NASDAQ system, the mean between the bid and asked prices for the shares on such date, or if no such
prices are reported for such day, then on the next preceding day on which there were reported prices; or (iii) as determined in
good faith by the Board.
1.2.20
“Grantee” shall mean an Officer, Employee, Director, or Consultant granted an Award.
1.2.21
“Incentive Stock Option” shall mean a Stock Option that meets the requirements of Code Section 422 and is granted
pursuant to the Incentive Stock Option provisions as set forth in Section 2.
1.2.22
“Incumbent Board” shall mean the Incumbent Board as defined in Section 7.1.1(b)(ii).
1.2.23
“Non-Statutory Stock Option” shall mean a Stock Option that does not meet the requirements of Code Section 422 and
is granted pursuant to the Non-Statutory Stock Option provisions as set forth in Section 3.
1.2.24
“Officer” shall mean a person who is an officer of the Company or a Subsidiary within the meaning of Section 16 of
the Exchange Act and the rules and regulations promulgated thereunder.
1.2.25
“Performance Award” shall mean an Award under Section 6 hereof.
1.2.26
“Performance Measure” shall mean one or more of the following criteria, or such other operating objectives, selected
by the Committee to measure performance of the Company or any Subsidiary for a Performance Period, whether in absolute or relative
terms: basic or diluted earnings per share of Stock; earnings per share of Common Stock growth; revenue; operating income; net
income (either before or after taxes); earnings and/or net income before interest and taxes; earnings and/or net income before
interest, taxes, depreciation, and amortization; return on capital; return on equity; return on assets; net cash provided by operations;
free cash flow; Common Stock price; economic profit; economic value; total stockholder return; and gross margins and costs. Each
such measure shall be determined in accordance with generally accepted accounting principles as consistently applied and, as determined
by the independent accountants of the Company in the case of a Performance Award to a Covered Employee, to the extent intended
to meet the performance-based compensation exception under Code Section 162(m), or as determined by the Committee for other Performance
Awards, adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment, unusual or infrequently
occurring events and transactions, and cumulative effects of changes in accounting principles.
1.2.27
“Performance Period” shall mean a period of not less than one (1) year over which the achievement of targets for Performance
Measures is determined.
1.2.28
“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections
13(d) and 14(d) thereof, and shall include a “group” as defined in Section 13(d) thereof
1.2.29
“Plan” shall mean the Synergy Strips Corp. 2014 Equity Incentive Plan as set forth herein and as amended from time
to time.
1.2.30
“Related Entity” shall mean any Subsidiary, and any business, corporation, partnership, limited liability company,
or other entity designated by the Board, in which the Company or a Subsidiary holds a substantial ownership interest, directly
or indirectly.
1.2.31
“Restricted Stock” shall mean Common Stock that is issued pursuant to the Restricted Stock provisions as set forth
in Section 4.
1.2.32
“Restricted Stock Units” shall mean Common Stock that is issued pursuant to the Restricted Stock Unit provisions as
set forth in Section 5.
1.2.33
“Rule 16b-3” shall mean Rule 16b-3 promulgated under the Exchange Act or any successor thereto.
1.2.34
“Stockholder Approval Date” shall mean the date on which this Plan is approved by the stockholders of the Company
eligible to vote in the election of directors, by a vote sufficient to meet the requirements of Code Sections 162(m) (if applicable)
and 422, Rule 16b-3 under the Exchange Act (if applicable), applicable requirements under the rules of any stock exchange or automated
quotation system on which the Common Stock may be listed on quoted, and other laws, regulations, and obligations of the Company
applicable to this Plan.
1.2.35
“Stock Award” shall mean an award of Restricted Stock or Restricted Stock Units granted pursuant to this Plan.
1.2.36
“Stock Option” shall mean an option granted pursuant to this Plan to purchase shares of Common Stock.
1.2.37
“Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with
and including the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such
chain.
1.3
Shares of Common Stock Subject to this Plan.
1.3.1
Subject to the provisions of Section 7.1, the shares of Common Stock that may be issued pursuant to Stock Options and Stock Awards
granted under this Plan shall not exceed fifteen million five hundred twenty five thousand (15,525,000) shares in the aggregate.
If a Stock Option shall expire and terminate for any reason, in whole or in part, without being exercised or, if Stock Awards
are forfeited because the restrictions with respect to such Stock Awards shall not have been met or have lapsed, the number of
shares of Common Stock that are no longer outstanding as Stock Awards or subject to Stock Options may again become available for
the grant of Stock Awards or Stock Options. There shall be no terms and conditions in a Stock Award or Stock Option that provide
that the exercise of an Incentive Stock Option reduces the number of shares of Common Stock for which an outstanding Non-Statutory
Stock Option may be exercised; and there shall be no terms and conditions in a Stock Award or Stock Option that provide that the
exercise of a Non-Statutory Stock Option reduces the number of shares of Common Stock for which an outstanding Incentive Stock
Option may be exercised.
1.3.2
The maximum number of shares of Common Stock subject to Awards that may be granted during any one calendar year to any
one Covered Employee shall be limited to five million one hundred seventy five thousand (5,175,000) shares. To the extent required
by Code Section 162(m) and so long as Code Section 162(m) is applicable to persons eligible to participate in this Plan, shares
of Common Stock subject to the foregoing maximum with respect to which the related Award is terminated, surrendered, or cancelled
shall nonetheless continue to be taken into account with respect to such maximum for the calendar year in which granted.
1.4
Administration of this Plan.
1.4.1
The Plan shall be administered by the Board. In the alternative, the Board may delegate authority to a Committee to administer
this Plan on behalf of the Board, subject to such terms and conditions as the Board may prescribe. Such Committee shall consist
of not less than two (2) members of the Board each of whom is a “non-employee director” within the meaning of Rule
16b-3, or any successor rule of similar import, and an “outside director” within the meaning of Section 162(m) of
the Code and the regulations promulgated thereunder. Once appointed, the Committee shall continue to serve until otherwise directed
by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members thereof, remove
members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all
members of the Committee and, thereafter, directly administer this Plan. In the event that the Board is the administrator of this
Plan in lieu of a Committee, the term “Committee” as used herein shall be deemed to mean the Board.
1.4.2
The Committee shall meet at such times and places and upon such notice as it may determine. A majority of the Committee shall
constitute a quorum. Any acts by the Committee may be taken at any meeting at which a quorum is present and shall be by majority
vote of those members entitled to vote. Additionally, any acts reduced to writing or approved in writing by all of the members
of the Committee shall be valid acts of the Committee.
1.4.3
The Board may, in its sole discretion, divide the duties and powers of the Committee by establishing one or more secondary Committees
to which certain duties and powers of the Board hereunder are delegated (each of which shall be regarded as a “Committee”
under this Plan with respect to such duties and powers), or delegate all of its duties and powers hereunder to a single Committee.
Additionally, if permitted by applicable law, the Board or Committee may delegate any or all of its duties and powers hereunder
to a Designated Officer subject to such conditions and limitations as the Board or Committee shall prescribe. However, only the
Committee described under Section 1.4.1 may designate and grant Awards to Grantees who are subject to Section 16 of the Exchange
Act or Section 162(m) of the Code. The Committee shall also have the power to establish sub-plans (which may be included as appendices
to this Plan or the respective Award Agreement), which may constitute separate programs, for the purpose of establishing programs
that meet any special tax or regulatory requirements of jurisdictions other than the United States and its subdivisions. Any such
interpretations, rules, administration and sub-plans shall be consistent with the basic purposes of this Plan.
1.4.4
Powers of the Committee. The Committee shall have all the powers vested in it by the terms of this Plan, such powers to
include authority, in its sole and absolute discretion, to grant Awards under this Plan, prescribe Award Agreements and establish
programs for granting Awards. The Committee shall have full power and authority to take all other actions necessary to carry out
the purpose and intent of this Plan, including, but not limited to, the authority to:
(a)
determine the Grantees to whom, and the time or times at which, Awards shall be granted;
(b)
determine the types of Awards to be granted;
(c)
determine the number of shares of Common Stock and/or amount of cash to be covered by or used for reference purposes for each
Award;
(d)
impose such terms, limitations, vesting schedules, restrictions, and conditions upon any such Award as the Committee shall deem
appropriate, including without limitation establishing, in its discretion, Performance Measures that must be satisfied before
an Award vests and/or becomes payable, the term during which an Award is exercisable, the purchase price, if any, under an Award,
and the period, if any, following a Grantee’s termination of employment or service with the Company or any Subsidiary during
which the Award shall remain exercisable;
(e)
modify, extend, or renew outstanding Awards, accept the surrender of outstanding Awards, and substitute new Awards, provided that
no such action shall be taken with respect to any outstanding Award that would materially and adversely affect the Grantee without
the Grantee’s consent, or constitute a repricing of stock options without the consent of the holders of the Company’s
voting securities under Section 1.4.4(f) below;
(f)
only with the approval of the holders of the voting securities of the Company to the extent that such approval is required by
applicable law, regulation, or the rules of a national securities exchange or automated quotation system to which the Company
is subject, reprice Incentive Stock Options and Non-Statutory Stock Options either by amendment to lower the exercise price or
by accepting such stock options for cancellation and issuing replacement stock options with a lower exercise price or through
any other mechanism;
(g)
accelerate the time in which an Award may be exercised or in which an Award becomes payable and waive or accelerate the lapse,
in whole or in part, of any restriction or condition with respect to an Award
(h)
establish objectives and conditions, including targets for Performance Measures, if any, for earning Awards and determining whether
Awards will be paid after the end of a Performance Period; and
(i)
permit the deferral of, or require a Grantee to defer such Grantee’s receipt of or the delivery of Stock and/or cash under
an Award that would otherwise be due to such Grantee and establish rules and procedures for such payment deferrals, provided the
requirements of Code Section 409A are met with respect to any such deferral.
The
Committee shall have full power and authority to administer and interpret this Plan and to adopt such rules, regulations, agreements,
guidelines, and instruments for the administration of this Plan as the Committee deems necessary, desirable or appropriate in
accordance with the bylaws of the Company.
1.4.5
To the maximum extent permitted by law, no member of the Board or Committee or a Designated Officer shall be liable for any action
taken or decision made in good faith relating to this Plan or any Award thereunder.
1.4.6
The members of the Board and Committee and any Designated Officer shall be indemnified by the Company in respect of all their
activities under this Plan in accordance with the procedures and terms and conditions set forth in the Certificate of Incorporation
and bylaws of the Company as in effect from time to time. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the Company’s Certificate of Incorporation and
bylaws, as a matter of law, or otherwise.
1.4.7
All actions taken and decisions and determinations made by the Committee or a Designated Officer on all matters relating to this
Plan pursuant to the powers vested in it hereunder shall be in the Committee’s or Designated Officer’s sole and absolute
discretion and shall be conclusive and binding on all parties concerned, including the Company, its stockholders, any Grantees,
and any other Employee, and their respective successors in interest.
1.5
Amendment or Termination.
1.5.1
The Committee, without further approval of the Company’s stockholders, may amend or terminate this Plan or any portion thereof
at any time, except that no amendment shall become effective without prior approval of the stockholders of the Company to increase
the number of shares of Common Stock subject to this Plan or if stockholder approval is necessary to comply with any tax or regulatory
requirement or rule of any national securities exchange or national automated quotation system upon which the Common Stock is
listed or quoted (including for this purpose stockholder approval that is required for continued compliance with Rule 16b-3 or
stockholder approval that is required to enable the Committee to grant Incentive Stock Options pursuant to this Plan).
1.5.2
The Committee shall be authorized to make minor or administrative amendments to this Plan as well as amendments to this Plan that
may be dictated by the requirements of U.S. federal or state laws applicable to the Company or that may be authorized or made
desirable by such laws. The Committee may amend any outstanding Award in any manner as provided in Section 1.4.4 and to the extent
that the Committee would have had the authority to make such Award as so amended.
1.5.3
No amendment to this Plan or any Award may be made that would materially adversely affect any outstanding Award previously made
under this Plan without the approval of the Grantee. Further, no amendment to this Plan or an Award shall be made that would cause
any Award to fail to either comply with or meet an exception from Code Section 409A.
1.6
Effective Date and Duration of this Plan. This Plan shall become effective on the Effective Date. This Plan shall terminate
at such time as may be determined by the Board, and no Stock Award or Stock Option may be issued or granted under this Plan thereafter,
but such termination shall not affect any Stock Award or Stock Option theretofore issued or granted.
2.
INCENTIVE STOCK OPTION PROVISIONS
2.1
Granting of Incentive Stock Options.
2.1.1
Only Employees of the Company shall be eligible to receive Incentive Stock Options under this Plan. Officers, Directors, and Consultants
of the Company who are not also Employees shall not be eligible to receive Incentive Stock Options.
2.1.2
The purchase price of each share of Common Stock subject to an Incentive Stock Option shall not be less than 100% of the Fair
Market Value of a share of the Common Stock on the date the Incentive Stock Option is granted. If an Employee owns or is deemed
to own (by reason of the attribution rules applicable under Section 424(d) of the Code) more than 10% of the combined voting power
of all classes of stock of the Company (or any parent corporation or subsidiary corporation of the Company, as those terms are
defined in Sections 424(e) and (f) of the Code, respectively) and an Incentive Stock Option is granted to such Employee, the exercise
price of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no less than 110% of the
Fair Market Value of a Share on the date such Incentive Stock Option is granted.
2.1.3
No Incentive Stock Option shall be exercisable more than ten (10) years from the date the Incentive Stock Option was granted;
provided however, that if a Grantee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock of the Company (or any parent corporation or subsidiary corporation
of the Company, as those terms are defined in Sections 424(e) and (f) of the Code, respectively) and the Incentive Stock Option
is granted to such Grantee, the term of the Incentive Stock Option shall be (to the extent required by the Code at the time of
the grant) for no more than five (5) years from the date of grant.
2.1.4
The Committee shall determine and designate from time to time those Employees who are to be granted Incentive Stock Options and
specify the number of shares subject to each Incentive Stock Option.
2.1.5
The Committee, in its sole discretion, shall determine whether any particular Incentive Stock Option shall become exercisable
in one or more installments, specify the installment dates, and, within the limitations herein provided, determine the total period
during which the Incentive Stock Option is exercisable. Further, the Committee may make such other provisions as may appear generally
acceptable or desirable to the Committee or necessary to qualify its grants under the provisions of Section 422 of the Code.
2.1.6
The Committee may grant at any time new Incentive Stock Options to an Employee who has previously received Incentive Stock Options
or other options whether such prior Incentive Stock Options or other options are still outstanding, have previously been exercised
in whole or in part, or are cancelled in connection with the issuance of new Incentive Stock Options. The purchase price of the
new Incentive Stock Options may be established by the Committee without regard to the existing Incentive Stock Options or other
options.
2.1.7
Notwithstanding any other provisions hereof, the aggregate Fair Market Value (determined at the time the option is granted) of
the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by the Employee during any calendar
year (under all such plans of the Grantee’s employer corporation and its parent corporation or subsidiary corporation as
those terms are defined in Sections 424(e) and (f) of the Code, respectively) shall not (to the extent required by the Code at
the time of the grant) exceed One Hundred Thousand Dollars ($100,000). To the extent that such aggregate Fair Market Value shall
exceed One Hundred Thousand Dollars ($100,000), or other applicable amount, such Stock Options to the extent of the Common Stock
in excess of such limit shall be treated as Non-Statutory Stock Options. In such case, the Company may designate the shares of
Common Stock that are to be treated as Stock acquired pursuant to the exercise of an Incentive Stock Option.
2.2
Exercise of Incentive Stock Options. The exercise price of an Incentive Stock Option shall be payable on exercise of the
option (i) in cash or by check, bank draft, or postal or express money order, (ii) ) if provided in the written Award Agreement
and permitted by applicable law, by the surrender of Common Stock then owned by the Grantee, which Common Stock such Grantee has
held for at least six (6) months, (iii) the proceeds of a loan from an independent broker-dealer whereby the loan is secured by
the option or the stock to be received upon exercise, or (iv) any combination of the foregoing; provided, that each such
method and time for payment and each such borrowing and terms and conditions of repayment shall then be permitted by and be in
compliance with applicable law. Shares of Common Stock so surrendered in accordance with clause (ii) or (iv) shall be valued at
the Fair Market Value thereof on the date of exercise, surrender of such Common Stock to be evidenced by delivery of the certificate(s)
representing such shares in such manner, and endorsed in such form, or accompanied by stock powers endorsed in such form, as the
Committee may determine.
2.3
Termination of Employment.
2.3.1
If a Grantee’s employment with the Company is terminated other than by Disability or death, the terms of any then outstanding
Incentive Stock Option held by the Grantee shall extend for a period ending on the earlier of the date on which such Stock Option
would otherwise expire or three (3) months after such termination of employment, and such Stock Option shall be exercisable to
the extent it was exercisable as of such last date of employment.
2.3.2
If a Grantee’s employment with the Company is terminated by reason of Disability, the term of any then outstanding Incentive
Stock Option held by the Grantee shall extend for a period ending on the earlier of the date on which such Stock Option would
otherwise expire or twelve (12) months after such termination of employment, and such Stock Option shall be exercisable to the
extent it was exercisable as of such last date of employment.
2.3.3
If a Grantee’s employment with the Company is terminated by reason of death, the representative of his estate or beneficiaries
thereof to whom the Stock Option has been transferred shall have the right during the period ending on the earlier of the date
on which such Stock Option would otherwise expire or twelve (12) months after such date of death, to exercise any then outstanding
Incentive Stock Options in whole or in part. If a Grantee dies without having fully exercised any then outstanding Incentive Stock
Options, the representative of his estate or beneficiaries thereof to whom the Stock Option has been transferred shall have the
right to exercise such Stock Options in whole or in part.
3.
NON-STATUTORY STOCK OPTION PROVISIONS
3.1
Granting of Stock Options.
3.1.1
Officers, Employees, Directors, and Consultants shall be eligible to receive Non-Statutory Stock Options under this Plan.
3.1.2
The Committee shall determine and designate from time to time those Officers, Employees, Directors, and Consultants who are to
be granted Non-Statutory Stock Options and the amount subject to each Non-Statutory Stock Option.
3.1.3
The Committee may grant at any time new Non-Statutory Stock Options to an Employee, Director, or Consultant who has previously
received Non-Statutory Stock Options or other Stock Options, whether such prior Non-Statutory Stock Options or other Stock Options
are still outstanding, have previously been exercised in whole or in part, or are cancelled in connection with the issuance of
new Non-Statutory Stock Options.
3.1.4
The Committee shall determine the purchase price of each share of Common Stock subject to a Non-Statutory Stock Option. Such price
shall not be less than 100% of the Fair Market Value of such Common Stock on the date the Non-Statutory Stock Option is granted.
3.1.5
The Committee, in its sole discretion, shall determine whether any particular Non-Statutory Stock Option shall become exercisable
in one or more installments, specify the installment dates, and, within the limitations herein provided, determine the total period
during which the Non-Statutory Stock Option is exercisable. Further, the Committee may make such other provisions as may appear
generally acceptable or desirable to the Committee, including the extension of a Non-Statutory Stock Option, provided that such
extension does not extend the option beyond the period specified in Section 3.1.6 below.
3.1.6
No Non-Statutory Stock Option shall be exercisable more than ten (10) years from the date such option is granted.
3.2 Exercise
of Stock Options. The exercise price of a Non-Statutory Stock Option shall be payable on exercise of the Stock Option (i)
in cash or by check, bank draft, or postal or express money order, (ii) if provided in the written Award Agreement and
permitted by applicable law, by the surrender of Common Stock then owned by the Grantee, which Common Stock such Grantee
has held for at least six (6) months, (iii) the proceeds of a loan from an independent broker-dealer whereby the loan is
secured by the option or the stock to be received upon exercise, or (iv) any combination of the foregoing; provided, that each such method and time for payment and each such borrowing and terms and conditions of repayment
shall then be permitted by and be in compliance with applicable law. Shares of Common Stock so surrendered in accordance with
clause (ii) or (iv) shall be valued at the Fair Market Value thereof on the date of exercise, surrender of such Common Stock
to be evidenced by delivery of the certificate(s) representing such shares in such manner, and endorsed in such form, or
accompanied by stock powers endorsed in such form, as the Committee may determine.
3.3
Termination of Relationship.
3.3.1
If a Grantee’s employment with the Company is terminated, a Director Grantee ceases to be a Director, or a Consultant Grantee
ceases to be a Consultant, other than by reason of Disability or death, the terms of any then outstanding Non-Statutory Stock
Option held by the Grantee shall extend for a period ending on the earlier of the date established by the Committee at the time
of grant or three (3) months after the Grantee’s last date of employment or cessation of being a Director or Consultant,
and such Stock Option shall be exercisable to the extent it was exercisable as of the date of termination of employment or cessation
of being a Director or Consultant.
3.3.2
If a Grantee’s employment is terminated by reason of Disability, a Director Grantee ceases to be a Director by reason of
Disability or a Consultant Grantee ceases to be a Consultant by reason of Disability, the term of any then outstanding Non-Statutory
Stock Option held by the Grantee shall extend for a period ending on the earlier of the date on which such Stock Option would
otherwise expire or twelve (12) months after the Grantee’s last date of employment or cessation of being a Director or Consultant,
and such Stock Option shall be exercisable to the extent it was exercisable as of such last date of employment or cessation of
being a Director or Consultant.
3.3.3
If a Grantee’s employment is terminated by reason of death, a Director Grantee ceases to be a Director by reason of death
or a Consultant Grantee ceases to be a Consultant by reason of death, the representative of his estate or beneficiaries thereof
to whom the Stock Option has been transferred shall have the right during the period ending on the earlier of the date on which
such Stock Option would otherwise expire or twelve (12) months following his death to exercise any then outstanding Non-Statutory
Stock Options in whole or in part. If a Grantee dies without having fully exercised any then outstanding Non-Statutory Stock Options,
the representative of his estate or beneficiaries thereof to whom the Stock Option has been transferred shall have the right to
exercise such Stock Options in whole or in part.
4.
RESTRICTED STOCK AWARDS
4.1
Grant of Restricted Stock.
4.1.1
Officers, Employees, Directors and Consultants shall be eligible to receive grants of Restricted Stock under this Plan.
4.1.2
The Committee shall determine and designate from time to time those Officers, Employees, Directors and Consultants who are to
be granted Restricted Stock and the number of shares of Common Stock subject to such Stock Award.
4.1.3
The Committee, in its sole discretion, shall make such terms and conditions applicable to the grant of Restricted Stock as may
appear generally acceptable or desirable to the Committee.
4.2
Termination of Relationship.
4.2.1
If a Grantee’s employment with the Company is terminated, a Director Grantee ceases to be a Director, or a Consultant Grantee
ceases to be a Consultant, prior to the lapse of any restrictions applicable to the Restricted Stock, then such Common Stock shall
be forfeited and the Grantee shall return the certificates representing such Common Stock to the Company.
4.2.2
If the restrictions applicable to a grant of Restricted Stock shall lapse, then the Grantee shall hold such Common Stock free
and clear of all such restrictions except as otherwise provided in this Plan.
5.
RESTRICTED STOCK UNIT AWARDS
5.1
Grant of Restricted Stock Units.
5.1.1
Officers, Employees, Directors, and Consultants shall be eligible to receive grants of Restricted Stock Units under this Plan.
5.1.2
The Committee shall determine and designate from time to time those Officers, Employees, Directors and Consultants who are to
be granted Restricted Stock Units and number of shares of Common Stock subject to such Stock Award.
5.1.3
The Committee, in its sole discretion, shall make such terms and conditions applicable to the grant of Restricted Stock Units
as may appear generally acceptable or desirable to the Committee.
5.2
Termination of Relationship.
5.2.1
If a Grantee’s employment with the Company is terminated, a Director Grantee ceases to be a Director, or a Consultant Grantee
ceases to be a Consultant, prior to the lapse of any restrictions applicable to the Restricted Stock Units, then such Common Stock
shall be forfeited and the Grantee shall return the certificates representing such Common Stock to the Company.
5.2.2
If the restrictions applicable to a grant of Restricted Stock Units shall lapse, then the Grantee shall hold such Common Stock
free and clear of all such restrictions except as otherwise provided in this Plan.
6.
PERFORMANCE AWARDS
6.1
The Committee, in its discretion, may establish targets for Performance Measures for selected Grantees and authorize the granting,
vesting, payment, and/or delivery of Performance Awards in the form of Incentive Stock Options, Non-Statutory Stock Options, Restricted
Stock, and Restricted Stock Units to such Grantees upon achievement of such targets for Performance Measures during a Performance
Period. The Committee, in its discretion, shall determine the Grantees eligible for Performance Awards, the targets for Performance
Measures to be achieved during each Performance Period, and the type, amount, and terms and conditions of any Performance Awards.
Performance Awards may be granted either alone or in addition to other Awards made under this Plan.
6.2
After the Company is subject to Code Section 162(m), in connection with any Performance Awards granted to a Covered Employee that
are intended to meet the performance-based compensation exception under Code Section 162(m), the Committee shall (i) establish
in the applicable Award Agreement the specific targets relative to the Performance Measures that must be attained before the respective
Performance Award is granted, vests, or is otherwise paid or delivered, (ii) provide in the applicable Award Agreement the method
for computing the portion of the Performance Award that shall be granted, vested, paid, and/or delivered if the target or targets
are attained in full or part, and (iii) at the end of the relevant Performance Period, and prior to any such grant, vesting, payment,
or delivery, certify the extent to which the applicable target or targets were achieved and whether any other material terms were
in fact satisfied. The specific targets and the method for computing the portion of such Performance Award that shall be granted,
vested, paid, or delivered to any Covered Employee shall be established by the Committee prior to the earlier to occur of (A)
ninety (90) days after the commencement of the Performance Period to which the Performance Measure applies and (B) the elapse
of twenty-five percent (25%) of the Performance Period and in any event while the outcome is substantially uncertain. In interpreting
Plan provisions applicable to Performance Measures and Performance Awards that are intended to meet the performance-based compensation
exception under Code Section 162(m), it is the intent of this Plan to conform with the standards of Section 162(m) of the Code
and Treasury Regulations Section 1.162-27(e)(2), and the Committee in interpreting this Plan shall be guided by such provisions.
7.
GENERAL PROVISIONS
7.1
Adjustment Provisions.
7.1.1
Change of Control.
(a)
Effect of “Change in Control.” If and only to the extent provided in the Award Agreement, or to the extent
otherwise determined by the Committee, upon the occurrence of a “Change in Control,” as defined in Section 7.1.1(b):
(i)
The Committee shall take such action as it deems appropriate and equitable to effectuate the purposes of this Plan and to protect
the grantees of Awards, which action may include, without limitation, any one or more of the following, provided such action is
in compliance with Code Section 409A if applicable: (i) acceleration or change of the exercise and/or expiration dates of any
Award to require that exercise be made, if at all, prior to the Change in Control; and (ii) cancellation of any Award upon payment
to the holder in cash of the Fair Market Value of the Stock subject to such Award as of the date of (and, to the extent applicable,
as established for purposes of) the Change in Control, less the aggregate exercise price, if any, of the Award.
(ii)
Notwithstanding the foregoing or any provision in any Award Agreement to the contrary, if in the event of a Change in Control,
the successor company assumes or substitutes for a Stock Option or Stock Award, then each such outstanding Stock Option or Stock
Award shall not be accelerated as described in Sections 7.1.1(a)(i). For the purposes of this Section 7.1.1(a)(ii), such Stock
Option or Stock Award shall be considered assumed or substituted for if following the Change in Control the Award confers the
right to purchase or receive, for each share of Common Stock subject to the Stock Option or Stock Award immediately prior to the
Change in Control, the consideration (whether stock, cash, or other securities or property) received in the transaction constituting
a Change in Control by holders of Common Stock shares for each Common Stock share held on the effective date of such transaction
(and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding
shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely
common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company
or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of a Stock Option or Stock
Award, for each Common Stock share subject thereto, will be solely common stock of the successor company or its parent or subsidiary
substantially equal in fair market value to the per share consideration received by holders of Common Stock shares in the transaction
constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the
Committee in its sole discretion and its determination shall be conclusive and binding.
(b)
Definition of “Change in Control”. Unless otherwise specified in an Award Agreement, a “Change in Control”
shall mean the occurrence of any of the following:
(i)
The acquisition by any Person of Beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
more than fifty percent (50%) of either (A) the value of then outstanding equity securities of the Company (the “Outstanding
Company Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors (the “Outstanding Company Voting Securities”) (the foregoing Beneficial Ownership
hereinafter being referred to as a “Controlling Interest”); provided, however, that for purposes of this Section 7.1.1,
the following acquisitions shall not constitute or result in a Change in Control: (v) any acquisition directly from the Company;
(w) any acquisition by the Company; (x) any acquisition by any Person that as of the Effective Date owns Beneficial Ownership
of a Controlling Interest; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the
Company or any Related Entity; or (z) any acquisition by any entity pursuant to a transaction that complies with clauses (A),
(B), and (C) of subsection 7.1.1(b)(iii) below; or
(ii)
During any period of two (2) consecutive years (not including any period prior to the Effective Date) individuals who constitute
the Board on the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination
for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest
with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
(iii)
Consummation of a reorganization, merger, statutory share exchange, or consolidation or similar transaction involving the Company
or any of its Related Entities, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition
of assets or equity of another entity by the Company or any of its Related Entities (each a “Business Combination”),
in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were
the Beneficial Owners, respectively, of the Outstanding Company Stock and Outstanding Company Voting Securities immediately prior
to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the value of the then
outstanding equity securities and the combined voting power of the then outstanding voting securities entitled to vote generally
in the election of members of the board of directors (or comparable governing body of an entity that does not have such a board),
as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that as a
result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through
one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination
of the Outstanding Company Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee
benefit plan (or related trust) of the Company or such entity resulting from such Business Combination or any Person that as of
the Effective Date owns Beneficial Ownership of a Controlling Interest) beneficially owns, directly or indirectly, fifty percent
(50%) or more of the value of the then outstanding equity securities of the entity resulting from such Business Combination or
the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed
prior to the Business Combination, and (C) at least a majority of the members of the Board or other governing body of the entity
resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement,
or of the action of the Board, providing for such Business Combination; or
(iv)
Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
7.1.2
Adjustments to Awards. In the event that any extraordinary dividend or other distribution (whether in the form of cash,
Common Stock, or other property), recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off,
combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affects the
Common Stock and/or such other securities of the Company or any other issuer such that a substitution, exchange, or adjustment
is determined by the Committee to be appropriate, then the Committee shall, in such manner as it may deem equitable, substitute,
exchange, or adjust any or all of (A) the number and kind of Shares that may be delivered in connection with Awards granted thereafter,
(B) the number and kind of Shares by which annual per-person Award limitations are measured under this Plan’s provisions,
(C) the number and kind of Shares subject to or deliverable in respect of outstanding Awards, (D) the exercise price, grant price
or purchase price relating to any Award and/or make provision for payment of cash or other property in respect of any outstanding
Award, and (E) any other aspect of any Award that the Committee determines to be appropriate.
7.1.3
Adjustments in Case of Certain Transactions. In the event of any merger, consolidation or other reorganization in which
the Company does not survive, or in the event of any Change in Control, any outstanding Awards may be dealt with in accordance
with any of the following approaches, as determined by the agreement effectuating the transaction or, if and to the extent not
so determined, as determined by the Committee: (a) the continuation of the outstanding Awards by the Company, if the Company is
a surviving entity, (b) the assumption or substitution for, as those terms are defined in Section 7.1.1(b)(iv), the outstanding
Awards by the surviving entity or its parent or subsidiary, (c) full exercisability or vesting and accelerated expiration of the
outstanding Awards, or (d) settlement of the value of the outstanding Awards in cash or cash equivalents or other property followed
by cancellation of such Awards (which value, in the case of Stock Options, shall be measured by the amount, if any, by which the
Fair Market Value of a share of Common Stock exceeds the exercise or grant price of the Stock Option as of the effective date
of the transaction). The Committee shall give written notice of any proposed transaction referred to in this Section 7.1.3 a reasonable
period of time prior to the closing date for such transaction (which notice may be given either before or after the approval of
such transaction), in order that Grantees may have a reasonable period of time prior to the closing date of such transaction within
which to exercise any Awards that are then exercisable (including any Awards that may become exercisable upon the closing date
of such transaction). A Grantee may condition his exercise of any Awards upon the consummation of the transaction.
7.1.4
Other Adjustments. The Committee (and the Board if and only to the extent such authority is not required to be exercised
by the Committee to comply with Section 162(m) of the Code) is authorized to make adjustments in the terms and conditions of,
and the criteria included in, Awards (including Performance Awards, or performance goals relating thereto) in recognition of unusual
or nonrecurring events (including, without limitation, acquisitions and dispositions of businesses and assets) affecting the Company,
any Related Entity or any business unit, or the financial statements of the Company or any Related Entity, or in response to changes
in applicable laws, regulations, accounting principles, tax rates and regulations or business conditions or in view of the Committee’s
assessment of the business strategy of the Company, any Related Entity or business unit thereof, performance of comparable organizations,
economic and business conditions, personal performance of a Grantee, and any other circumstances deemed relevant; provided that
no such adjustment shall be authorized or made if and to the extent that such authority or the making of such adjustment would
cause Stock Options or Stock Awards granted pursuant to Section 6 to Grantees designated by the Committee as Covered Employees
and intended to qualify as “performance-based compensation” under Code Section 162(m) and the regulations thereunder
to otherwise fail to qualify as “performance-based compensation” under Code Section 162(m) and regulations thereunder.
7.1.5
Fractional Shares. No adjustment or substitution provided for in this Section 7.1 shall require the Company to sell a fractional
share, and the total substitution or adjustment with respect to each outstanding Stock Option shall be limited accordingly.
7.1.6
Adjustment Certificates. Upon any adjustment made pursuant to this Section 7.1 the Company will, upon request, deliver
to the Grantee a certificate setting forth the exercise price thereafter in effect and the number and kind of shares or other
securities thereafter purchasable on the exercise of such Stock Option.
7.2
General.
7.2.1
Each Stock Option and Stock Award shall be evidenced by an Award Agreement containing such terms and conditions, not inconsistent
with this Plan, as the Committee shall approve.
7.2.2
The granting of a Stock Option or Stock Award in any year shall not give the Grantee any right to similar grants in future years
or any right to be retained in the employ of the Company, and all Employees shall remain subject to discharge to the same extent
as if this Plan were not in effect.
7.2.3
No Officer, Employee, Director, or Consultant and no beneficiary or other person claiming under or through him, shall have any
right, title or interest by reason of any Stock Option or any Stock Award to any particular assets of the Company, or any shares
of Common Stock allocated or reserved for the purposes of this Plan or subject to any Stock Option or any Stock Award except as
set forth herein. The Company shall not be required to establish any fund or make any other segregation of assets to assure the
payment of any Stock Option or Stock Award.
7.2.4
Limits on Transferability.
(a)
Except to the extent otherwise provided in the respective Award Agreement, no Award, other right, or interest granted under this
Plan shall be pledged, hypothecated, or otherwise encumbered or subject to any lien, obligation, or liability of such Grantee
to any party, or assigned or transferred by such Grantee otherwise than by will or the laws of descent and distribution or to
a Beneficiary upon the death of a Grantee. Unless otherwise determined by the Committee in accordance with the provisions of the
immediately preceding sentence, an Award may be exercised during the lifetime of the Grantee only by the Grantee or, during the
period the Grantee is under a Disability, by the Grantee’s guardian or legal representative.
(b)
Notwithstanding Section 7.2.4(a), an Award other than an Incentive Stock Option may, in the Committee’s sole discretion,
be transferable by gift or domestic relations order to (i) the Grantee’s child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, daughter-in-law, son-in-law, brother-in-law,
or sister-in-law, including adoptive relationships (such persons, “Family Members”), (ii) a corporation, partnership,
limited liability company, or other business entity whose only stockholders, partners, or members, as applicable are the Grantee
and/or Family Members, or (iii) a trust in which the Grantee and/or Family Members have all of the beneficial interests, and subsequent
to any such transfer any Award may be exercised by any such transferee, provided, however, no Award may be transferred for value
(as defined in the General Instructions to Form S-8 Registration Statement).
(c)
Notwithstanding Sections 7.2.4(a) and 7.2.4(b), an Award may be transferred pursuant to a domestic relations order that would
satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Award under this Plan, but only if the tax consequences
flowing from the assignment or transfer are specified in said order, the order is accompanied by signed agreement by both or all
parties to the domestic relations order, and, if requested by the Committee, an opinion is provided by qualified counsel for the
Grantee that the order is enforceable by or against this Plan under applicable law, and said opinion further specifies the tax
consequences flowing from the order and the appropriate tax reporting procedures for this Plan.
7.2.5
Notwithstanding any other provision of this Plan or agreements made pursuant thereto, the Company’s obligation to issue
or deliver any certificate or certificates for shares of Common Stock under a Stock Option or Stock Award, and the transferability
of Common Stock acquired by exercise of a Stock Option or grant of a Stock Award, shall be subject to all of the following conditions:
(a)
Any registration or other qualification of such shares under any state or federal law or regulation, or the maintaining in effect
of any such registration or other qualification that the Board shall, in its absolute discretion upon the advice of counsel, deem
necessary or advisable; and
(b)
The obtaining of any other consent, approval, or permit from any state or federal governmental agency that the Board shall, in
its absolute discretion upon the advice of counsel, determine to be necessary or advisable.
The
Company may, to the extent deemed necessary or advisable by the Committee, postpone the issuance or delivery of Common Stock or
payment of other benefits under any Award until completion of such registration or qualification of such Common Stock (including,
but not limited to, the conditions described in Sections 7.2.5(a) and 7.2.5(b) above) or other required action under any federal
or state law, rule or regulation, listing, or other required action with respect to any stock exchange or automated quotation
system upon which the Shares or other Company securities are listed or quoted, or compliance with any other obligation of the
Company, as the Committee, may consider appropriate, and may require any Grantee to make such representations, furnish such information
and comply with or be subject to such other conditions as it may consider appropriate in connection with the issuance or delivery
of Shares or payment of other benefits in compliance with applicable laws, rules, and regulations, listing requirements, or other
obligations.
7.2.6
All payments to Grantees or to their legal representatives shall be subject to any applicable tax, community property, or other
statutes or regulations of the United States or of any state or country having jurisdiction over such payments. The Grantee may
be required to pay to the Company the amount of any withholding taxes that the Company is required to withhold with respect to
a Stock Option or its exercise or a Stock Award. In the event that such payment is not made when due, the Company shall have the
right to deduct, to the extent permitted by law, from any payment of any kind otherwise due to such person all or part of the
amount required to be withheld.
7.2.7
In the case of a grant of a Stock Option or Stock Award to any Employee of a Subsidiary, the Company may, if the Committee so
directs, issue or transfer the shares, if any, covered by the Stock Option or Stock Award to such Subsidiary, for such lawful
consideration as the Committee may specify, upon the condition or understanding that such Subsidiary will transfer the shares
to the Employee in accordance with the terms of the Stock Option or Stock Award specified by the Committee pursuant to the provisions
of this Plan.
7.2.8
A Grantee entitled to Common Stock as a result of the exercise of a Stock Option or grant of a Stock Award shall not be deemed
for any purpose to be, or have rights as, a stockholder of the Company by virtue of such exercise, except to the extent that a
stock certificate is issued therefor and then only from the date such certificate is issued. No adjustments shall be made for
dividends or distributions or other rights for which the record date is prior to the date such stock certificate is issued. The
Company shall issue any stock certificates required to be issued in connection with the exercise of a Stock Option with reasonable
promptness after such exercise.
7.2.9
The grant or exercise of Stock Options granted under this Plan or the grant of a Stock Award under this Plan shall be subject
to, and shall in all respects comply with, applicable law relating to such grant or exercise, or to the number of shares of Common
Stock that may be beneficially owned or held by any Grantee.
7.2.10
The Company intends that this Plan shall comply with the requirements of Rule 16b-3 (the “Rule”) under the Securities
Exchange Act of 1934, as amended, during the term of this Plan. Should any additional provisions be necessary for this Plan to
comply with the requirements of the Rule, the Board may amend this Plan to add to or modify the provisions of this Plan accordingly.
7.2.11
Code Section 409A.
(a)
If any Award constitutes a “nonqualified deferred compensation plan” under Section 409A of the Code (a “Section
409A Plan”), then the Award shall be subject to the following additional requirements, if and to the extent required to
comply with Section 409A of the Code:
(i)
Payments under the Section 409A Plan may not be made earlier than (u) the Grantee’s separation from service, (v) the date
the Grantee becomes disabled, (w) the Grantee’s death, (x) a specified time (or pursuant to a fixed schedule) specified
in the Award Agreement at the date of the deferral of such compensation, (y) a change in the ownership or effective control of
the corporation, or in the ownership of a substantial portion of the assets of the corporation, or (z) the occurrence of an unforeseeable
emergency;
(ii)
The time or schedule for any payment of the deferred compensation may not be accelerated, except to the extent provided in applicable
Treasury Regulations or other applicable guidance issued by the Internal Revenue Service;
(iii)
Any elections with respect to the deferral of such compensation or the time and form of distribution of such deferred compensation
shall comply with the requirements of Section 409A(a)(4) of the Code; and
(iv)
In the case of any Grantee who is specified employee, a distribution on account of a separation from service may not be made before
the date that is six (6) months after the date of the Grantee’s separation from service (or, if earlier, the date of the
Grantee’s death).
For
purposes of the foregoing, the terms “separation from service”, “disabled,” and “specified employee”,
all shall be defined in the same manner as those terms are defined for purposes of Section 409A of the Code, and the limitations
set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements
of Section 409A of the Code that are applicable to the Award.
(b)
The Award Agreement for any Award that the Committee reasonably determines to constitute a Section 409A Plan, and the provisions
of this Plan applicable to that Award, shall be construed in a manner consistent with the applicable requirements of Section 409A,
and the Committee, in its sole discretion and without the consent of any Grantee, may amend any Award Agreement (and the provisions
of this Plan applicable thereto) if and to the extent that the Committee determines that such amendment is necessary or appropriate
to comply with the requirements of Section 409A of the Code. No Section 409A Plan shall be adjusted, modified, or substituted
for, pursuant to any provision of this Plan, without the consent of the Grantee if any such adjustment, modification, or substitution
would cause the Section 409A Plan to violate the requirements of Section 409A of the Code.
(c)
The Company intends that this Plan shall comply with the requirements of Section 409A of the Code, to the extent applicable. Should
any changes to this Plan be necessary for this Plan to comply with the requirements of Section 409A, the Board may amend this
Plan to add to or modify the provisions of this Plan accordingly.
7.2.12
The validity, construction, and effect of this Plan, any rules and regulations under this Plan, and any Award Agreement shall
be determined in accordance with the laws of the State of Nevada without giving effect to principles of conflict of laws, and
applicable federal law. Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed to
submit to the exclusive jurisdiction and venue of the federal or state courts whose jurisdiction covers California to resolve
any and all issues that may arise out of or relate to this Plan or any related Award Agreement.
7.2.13
The Board shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or desirable to comply
with provisions of the laws of foreign countries in which the Company or its Related Entities may operate to assure the viability
of the benefits from Awards granted to Grantees performing services in such countries and to meet the objectives of this Plan.
7.2.14
The Company will seek stockholder approval in the manner and to the degree required under applicable laws. If the Company fails
to obtain any required stockholder approval of this Plan within twelve (12) months after the date this Plan is adopted by the
Board, pursuant to Section 422 of the Code, any Option granted as an Incentive Stock Option at any time under this Plan will not
qualify as an Incentive Stock Option within the meaning of the Code and will be deemed to be a Non-Statutory Stock Option.
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