ACME Resources LLC, a TX LLC (the “Company”), establishes this (the “Plan”), effective as of (the “Effective Date”), as approved by the Company’s Board of Directors and stockholders.
The purpose of the Plan is to attract, retain, and motivate employees, directors, and consultants of the Company and its affiliates by providing them the opportunity to acquire an equity interest in the Company and to align their interests with those of the Company’s stockholders. The Plan permits the grant of incentive stock options (“ISOs”), nonqualified stock options (“NSOs”), restricted stock, restricted stock units, and other stock-based awards (each, an “Award”).
The maximum aggregate number of shares of the Company’s common stock (“Shares”) that may be issued under the Plan is Shares (the “Reserved Pool”), subject to adjustment under Section 9. Shares subject to Awards that expire, are forfeited, or are settled in cash, and Shares withheld to satisfy the exercise price or tax obligations, again become available for issuance under the Plan, to the extent permitted by applicable law. Shares issued under the Plan may be authorized but unissued Shares or reacquired Shares.
The Plan is administered by the Board of Directors of the Company (the “Administrator”), which may delegate administration to a committee. Subject to the Plan, the Administrator has full authority to: select Award recipients; determine the type, size, and terms of Awards; determine the exercise or purchase price, vesting, and expiration of Awards; interpret the Plan and Award agreements; adopt rules; and make all other determinations necessary to administer the Plan. The Administrator’s decisions are final and binding.
Employees, directors, and consultants of the Company and its affiliates are eligible to receive Awards. ISOs may be granted only to employees of the Company or its parent or subsidiary corporations within the meaning of the Internal Revenue Code (the “Code”).
The Administrator may grant ISOs and NSOs, each evidenced by a written option agreement. The exercise price per Share will be no less than 100% of the fair market value of a Share on the grant date (110% for ISOs granted to a holder of more than 10% of the Company’s voting power). The maximum term of an option is ten (10) years from the grant date (five years for such 10% holders). To the extent the aggregate fair market value (determined at grant) of Shares with respect to which ISOs first become exercisable by a holder in any calendar year exceeds US$100,000, the excess options are treated as NSOs. Options may be exercised by payment of the exercise price in cash, by cashless exercise, by net exercise, or by other methods the Administrator approves.
Each Award vests on the schedule set out in its Award agreement. Unless otherwise provided, options become exercisable only as they vest and only while the holder remains in continuous service, except as provided in Section 7.
Unless an Award agreement provides otherwise: if a holder’s service terminates for any reason other than death, disability, or cause, vested options remain exercisable for month(s) after termination (but not beyond the option’s expiration); upon death or disability, vested options remain exercisable for twelve (12) months; upon termination for cause, all options (vested and unvested) terminate immediately. Unvested Awards are forfeited upon termination of service.
In the event of a merger, consolidation, sale of substantially all assets, or other change of control of the Company, the Administrator may, in its discretion: provide for assumption or substitution of outstanding Awards by the successor; accelerate vesting in whole or in part; cancel Awards in exchange for a cash or property payment equal to their value; or terminate unexercised Awards after providing a reasonable opportunity to exercise vested Awards.
In the event of a stock split, reverse split, stock dividend, recapitalization, combination, reclassification, or similar change in the Company’s capital structure, the Administrator will proportionately adjust the number and class of Shares reserved under the Plan, the number and class of Shares subject to outstanding Awards, and the exercise or purchase prices, to prevent dilution or enlargement of benefits.
Awards may not be sold, pledged, assigned, or otherwise transferred other than by will or the laws of descent and distribution, and during the holder’s lifetime may be exercised only by the holder, except as the Administrator may otherwise permit for NSOs consistent with applicable law.
The Board may amend, suspend, or terminate the Plan at any time, except that stockholder approval is required for any amendment for which such approval is required by applicable law or stock exchange rules, and no amendment may materially impair an outstanding Award without the holder’s consent. The Plan will terminate automatically on the tenth (10th) anniversary of the Effective Date, after which no further Awards may be granted, though outstanding Awards remain in effect according to their terms.
The Plan and all Awards are governed by the laws of the State of TX, without regard to its conflict-of-laws principles.
Adopted by the Board of Directors of ACME Resources LLC effective .
Name: Michael Yuan
Title: General Manager
Date:
Name: ______________________
Title: Secretary
Date: ______________________