2007
Stock Incentive Plan
On
February 19, 2007, our Board of Directors authorized and approved the adoption of the 2007 Stock Incentive Plan effective
the same date (the "2007 Stock Incentive Plan").
The
purpose of the 2007 Stock Incentive Plan is to enhance our long-term stockholder value by offering opportunities to our
directors, officers, employees and eligible consultants to acquire and maintain stock ownership in order to give these
persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.
The
2007 Stock Incentive Plan is to be administered by our Board of Directors or a committee ("Plan Administrator")
appointed by and consisting of two or more members of our Board of Directors, which shall determine (i) the persons to
be granted stock options under the 2007 Stock Incentive Plan; (ii) the number of shares subject to each option, the exercise
price of each stock option; and (iii) whether the stock option shall be exercisable at any time during the option period
of ten years or whether the stock option shall be exercisable in installments or by vesting only. The 2007 Stock Incentive
Plan provides authorization to the Board of Directors to grant stock options to purchase a total number of shares, not
exceed 38,400,000 shares as at the date of adoption by the Board of Directors. At the time a stock option is granted under
the 2007 Stock Incentive Plan, the Board of Directors shall fix and determine the exercise price at which shares of our
Common Stock may be acquired.
In
the event an optionee ceases to be employed by or to provide services to us for reasons other than cause, retirement,
disability or death, any stock option that is vested and held by such optionee generally may be exercisable for such period
of time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option.
The Plan Administrator shall have complete discretion either at the time an option is granted or at any time while the
option remains outstanding, to i) extend the period of time which the option is to be exercisable following the optionees
cessation of service, but not beyond the expiration of the option term and/or ii) permit the option to be exercised after
the cessation of employment of both vested and unvested options at the time of cessation of employment.
No
stock options granted under the 2007 Stock Incentive Plan will be transferable by the optionee other than by will or by
the laws of descent and distribution following the optionee's death, and each stock option will be exercisable during
the lifetime of the optionee subject to the option period of ten years or limitations described above. The options can
be assigned in whole or in part during the Optionee's lifetime to one or more members of the optionee's immediate family,
provided the assignment is connected to estate planning or pursuant to a domestic relations order.
The
exercise price of a stock option granted pursuant to the 2007 Stock Incentive Plan shall be paid in full to us by delivery
of consideration equal to the product of the number of shares multiplied by the exercise price. Any stock option settlement,
including payment deferrals or payments deemed made by way of settlement of pre-existing indebtedness from the Company
may be subject to such conditions, restrictions and contingencies as may be determined by the Plan Administrator.
The
2007 Stock Incentive Plan further provides that, subject to the provisions of the 2007 Stock Incentive Plan and prior
Stockholder approval, the Board of Directors may grant to any key individuals who are our employees eligible to receive
options, one or more incentive stock options to purchase the number of shares of Common Stock allotted by the Board of
Directors (the "Incentive Stock Options"). The option price per share of Common Stock deliverable upon the exercise
of an Incentive Stock Option shall be at least 100% of the fair market value of the Common Shares of the Company and in
the case of an Incentive Stock Option granted to an optionee who owns more than 10% of the total combined voting power
of all classes of our stock, shall not be less than 110% of the fair market value of our Common Stock. The option term
of each Incentive Stock Option shall be determined by the Plan Administrator, which shall not commence sooner than from
the date of grant and shall terminate no later than ten years from the date of grant of the Incentive Stock Option, except
for optionee who owns more than 10% of the total combined voting power of all classes of our stock whom shall terminate
no later than five year from the date of grant of the Incentive Stock Option.
On
March 8, 2007, we registered 38,400,000 shares underlying stock options under the 2007 Stock Incentive Plan with the SEC
pursuant to a registration statement on Form S-8.
From
2007 to 2013 the Company issued a total of 6,522,309 shares under the 2007 Stock Incentive Plan.
In
2014 and 2015, the Company did not issue any shares under the 2007 Stock Incentive Plan.
In
summary, as of December 31, 2015, (i) the Company has issued 6,522,309 shares under the 2007 Stock Incentive Plan, (ii)
there are no outstanding stock options to purchase our Common Stock under the 2007 Stock Incentive Plan and, (iii) there
are still 31,877,691 shares issuable under the 2007 Stock Incentive Plan.
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