ANTICUS INTERNATIONAL CORPORATION STOCK OPTION AND STOCK AWARD PLAN (this PLAN)

 

(a)

“Administrator” shall mean, during the entire term of this Plan, the person or persons appointed by the Board to administer this Plan or in the event that no such person is appointed, the Board.

 

(c)

“Common Stock” shall mean the common stock of the Corporation, par value $0.001 per share.

 

(d)

“Corporation” shall mean ANTICUS INTERNATIONAL CORP., a Nevada corporation.

 

(e)

“Directors” shall mean each and every member of the Board of Directors of the Corporation (as such term is defined below) as presently constituted and as may otherwise be constituted during the term hereof.

 

(f)

“Effective Date” shall mean as of the date this Plan is adopted by the Board of Directors of the Corporation.

 

(g)

“Option” shall mean the right to purchase a specified number of shares of the Common Stock pursuant to the terms and conditions set forth in this Plan.

 

(h)

“Optionee” shall mean the recipient of Options hereunder.  Any reference herein to the employment or consultancy of an Optionee by the Corporation shall include Optionee’s employment or consultancy by the Corporation or its subsidiaries, if any.

 

(j)

“Stock Award” shall mean the granting and issuance of the Common Stock pursuant to the terms and conditions set forth in this Plan.

 

(a)

Powers of the Administrator: .Subject to the provisions of paragraph 5 hereof, this Plan shall be administered by the Administrator, and the Administrator shall have the authority, in its discretion:

 

(i)

to determine the fair market value of the securities to be issued under this Plan;

 

(ii)

to select the participants to whom the Options and Stock Awards may be granted hereunder;

 

(iii)

to determine whether and to what extent Options or Stock Awards or any combination thereof, are granted hereunder;

 

(iv)

to determine the number of shares of Common Stock or equivalent units to be covered by each Option and Stock Award granted hereunder;

 

(vi)

to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Option or Stock Award granted hereunder.  Such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting acceleration, and any restriction or limitation regarding any Option or Stock Award or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

 

(vii)

to construe and interpret the terms of this Plan and Options or Stock Awards;

 

(viii)

to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

 

(ix)

to modify or amend each Option or Stock Award (subject to Section 18(c) of the Plan);

 

(x)

to authorize any person to execute on behalf of the Corporation any instrument or treasury order required to effect the grant of an Option or Stock Award previously granted by the Administrator;

 

(xi)

to make all other determinations deemed necessary or advisable for administering this Plan.

 

(b)

Effect of Administrator's Decision:  The Administrator's decisions, determinations and interpretations shall be final and binding on the Corporation, all participants and any other holders of Options or Stock Awards.

 

(c)

Each grant or award made pursuant to this Plan shall be evidenced by an Option Agreement or Stock Award Agreement (the "Agreement").  No person shall have any rights under any option, restricted stock or other award granted under this Plan unless and until the person to whom such Option, restricted stock or other Stock Award shall be granted shall have executed and delivered an Agreement to the Corporation.  The Administrator(s) shall prescribe the form of all Agreements. A fully executed counterpart of the Agreement shall be provided to both the Corporation and the recipient of the grant or award.

 

(d)

The Corporation shall indemnify and hold harmless the Directors and the Administrator(s) from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act, or omission to act, in connection with the performance of such persons' duties, responsibilities, and obligations under this Plan, other than such liabilities, costs and expenses as may result from the gross negligence, bad faith, willful misconduct, and/or criminal acts of such persons.

 

(a)

The Administrator(s) shall have the authority and responsibility, within the limitations of this Plan, to determine the Directors, Officers, employees and consultants to whom and the times at which Options are to be granted, the number of shares of Common Stock which may be purchased under each Option, the provisions of the respective Option Agreements (which need not be identical) including provisions concerning the time or times when, and the extent to which, the Options may be exercised, and the Option exercise price.  All Options pursuant to this Plan shall be granted on or before the Plan Termination Date.

 

(b)

In determining the Directors, Officers,  employees and consultants to whom Options shall be granted, the number of shares of Common Stock to be covered by each such Option, and the provisions of the respective Option Agreements, the Administrator(s) shall take into consideration the Directors, Officers, employee’s or consultant’s present and potential contribution to the success of the Corporation and such other factors as the Administrator(s) may deem proper and relevant.

 

(c)

The aggregate fair market value (determined as of the date upon which an Option is granted) of the Common Stock for which any Optionee may exercise incentive stock options for the first time in any calendar year (under all plans of the Corporation and any parent or subsidiary of the Corporation which plans provide for granting of incentive stock options within the meaning of Section 422(b) of the Code) shall not exceed $100,000.

 

(a)

The Option price per share shall be set by the Administrator(s) at the time of each Stock Award issuance or Option grant.

 

(b)

The exercise of certain Options granted under this Plan may be subject to the attainment of such performance goals, and/or during such period as may be determined by the Administrator(s) and stated in the Agreement.

 

(c)

An Option shall not be exercisable with respect to a fractional share of Common Stock or with respect to the lesser of fifty (50) shares or the full number of shares then subject to the Option. No fractional shares of Common Stock shall be issued upon the exercise of an Option. If a fractional share of Common Stock shall become subject to an Option by reason of a stock dividend or otherwise, the Optionee shall not be entitled to exercise the Option with respect to such fractional share.

 

(d)

Each Option shall state whether it will or will not be treated as an incentive stock option.

 

(e)

Each Option will be deemed exercised on the day written notice specifying the number of shares to be purchased, accompanied by payment in full including, if required by law, applicable taxes, is received by the Corporation.  Payment, except as provided in the Agreement shall be:

(ii)           

by tendering to the Corporation shares of Common Stock already owned for at least six months by the person exercising the Option, which may include shares received as the result of a prior exercise of an Option, and having an aggregate fair market value, on the date on which the Option is exercised,  equal to the total cash exercise price applicable to the Options being exercised, or

 

(iii)

by a combination of United States dollars and shares of Common Stock valued as aforesaid.

 

(f)

Notwithstanding the foregoing, the Administrator(s) may, in their sole discretion, include in the Agreement a provision to allow for the cashless exercise of any Options granted by such Agreement under this Plan.

 

(g)

The Administrator(s) may, in their discretion, include in the grant of any Option the right of a grantee (hereinafter referred to as a “stock appreciation right”) to elect, in the manner described below, in lieu of exercising his or her Option for all or a portion of the shares of Common Stock covered by such Option, to relinquish his or her Option for all or a portion of the such shares and to receive from the Corporation a payment equal in value to (x) the fair market value, as determined in accordance with Section 8(e), of a share of Common Stock on the date of such election, multiplied by the number of shares as to which the grantee shall have made such election, less (y) the exercise price for that number of shares of Common Stock for which the grantee shall have made such election under the terms of such Option.  A stock appreciation right shall be exercisable at the time the tandem o ption is exercisable, and the “expiration date” for the stock appreciation right shall be the amount described in (x) above exceeds the amount described in (y) above.  An election to exercise stock appreciation rights shall be deemed to have been made on the day written notice of such election, addressed to the Administrator(s), is received by the Corporation.  An Option or any portion thereof with respect to which a grantee has elected to exercise a stock appreciation right shall be surrendered to the Corporation and such Option shall thereafter remain exercisable according to its terms only with respect to the number of shares as to which it would otherwise be exercisable, less the number of shares with respect to which stock appreciation rights have been exercised.  The grant of a stock appreciation right shall be evidenced by an Agreement.  The Agreement evidencing stock appreciation rights shall be personal and will provide that the stock appreciation rights will not be transferable by the grantee otherwise than by will or the laws of descent and distribution and that they will be exercisable, during the lifetime of the grantee, only by him or her.

 

(h)

Except as provided in the applicable Agreement, an Option may be exercised only if at all times during the period beginning with the date of the granting of the Option and ending on the date of such exercise, the grantee was a Director, Officer, consultant or employee of either the Corporation (or of a division) or subsidiary of the Corporation or of another corporation referred to in Section 421(a)(2) of the Code.  The Agreement shall provide whether, and to what extent, an Option may be exercised after termination of continuous employment, but any such exercise shall in no event be later than the termination date of the Option.  If the grantee should die, or become permanently disabled as determined by the Administrator(s) at any time when the Option, or any portion thereof, shall be exercisable, the Option will be exercisable within a period provided for in the Agreement, by the Optionee o r person or persons to whom his or her rights under the Option shall have passed by will or by the laws of descent and distribution, but in no event at a date later than the termination of the Option. The Administrator(s) may require medical evidence of permanent disability, including medical examinations by physicians selected by it.

 

(i)

Each Option by its terms shall be personal and shall not be transferable by the Optionee otherwise than by will or by the laws of descent and distribution.  During the lifetime of an Optionee, the Option shall be exercisable only by the Optionee.  In the event any Option is exercised by the executors, administrators, heirs or distributees of the estate of a deceased Optionee as provided in Section 8(h) above, the Corporation shall be under no obligation to issue Common Stock thereunder unless and until the Corporation is satisfied that the person or persons exercising the Option are the duly appointed legal representatives of the deceased Optionee’s estate or the proper legatees or distributes thereof.

 

(j)

No incentive stock option shall be granted to an employee, consultant, Director or Officer  who owns or would be treated as owning by attribution under Code Section 424(d) immediately before the grant of such incentive stock option, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation.  This restriction shall not apply if, (i) at the time such incentive stock option is granted, the Option price is at least 110% of the fair market value of the shares of Common Stock subject to the Option, as determined in accordance with Section 8(e) on the date of grant, and (ii) the incentive stock option by its terms is not exercisable after the expiration of five years from the date of its grant.

 

(k)

An Option and any Common Stock received upon the exercise of an Option shall be subject to such other transfer restriction and/or legending requirements as are specified in the applicable Agreement.

 

(l)

No Options or Stock Awards shall be made to any consultant in exchange for or as compensation for capital raising, investor relations or stock promotion.

 

(m)

Any Options or Stock Awards that are made to any Directors under the Plan shall be held in trust by the Corporation until the Plan is approved by shareholders of the Corporation holding no less than a majority of the Corporation’s outstanding shares of common stock at the time of such approval.

 

(a)

Awards of restricted stock may be in addition to or in lieu of Option grants.  Awards may be conditioned on the attainment of particular performance goals based on criteria established by the Administrator(s) at the time of each award of restricted stock.  During a period set forth in the Agreement (the "Restriction Period"), the recipient shall not be permitted to sell, transfer, pledge, or otherwise encumber the shares of restricted stock; except that such shares may be used, if the Agreement permits, to pay the option price pursuant to any Option granted under this Plan, provided an equal number of shares delivered to the Optionee shall carry the same restrictions as the shares so used.

 

(b)

Shares of restricted stock shall become free of all restrictions if during the Restriction Period, (i) the recipient dies, (ii) the recipient's directorship, employment, or consultancy terminates by reason of permanent disability, as determined by the Administrator(s), (iii) the recipient retires after attaining both 59 1/2 years of age and five years of continuous service with the Corporation and/or a division or subsidiary, or (iv) if provided in the Agreement, there is a "change in control" of the Corporation (as defined in such Agreement).  The Administrator(s) may require medical evidence of permanent disability, including medical examinations by physicians selected by it.

 

(c)

Unless and to the extent otherwise provided in the Agreement, shares of restricted stock shall be forfeited and revert to the Corporation upon the recipient's termination of directorship, employment, office or consultancy during the Restriction Period for any reason other than death, permanent disability, as determined by the Administrator(s), retirement after attaining both 59 1/2 years of age and five years of continuous service with the Corporation and/or a subsidiary or division, or, to the extent provided in the Agreement, a "change in control" of the Corporation (as defined in such Agreement), except to the extent the Administrator(s), in their sole discretion, finds that such forfeiture might not be in the best interests of the Corporation and, therefore, waives all or part of the application of this provision to the restricted stock held by such recipient.

 

(d)

Stock certificates for restricted stock shall be registered in the name of the recipient but shall be appropriately legended and returned to the Corporation by the recipient, together with a stock power endorsed in blank by the recipient.  The recipient shall be entitled to vote shares of restricted stock and shall be entitled to all dividends paid thereon, except that dividends paid in Common Stock or other property shall also be subject to the same restrictions.

 

(e)

Restricted Stock shall become free of the foregoing restrictions upon expiration of the applicable Restriction Period and the Corporation shall then deliver to the recipient Common Stock certificates evidencing such stock.

 

(f)

Restricted stock and any Common Stock received upon the expiration of the restriction period shall be subject to such other transfer restrictions and/or legending requirements as are specified in the applicable Agreement.

 

(a)

In lieu of cash bonuses otherwise payable under the Corporation’s or applicable division’s or subsidiary’s compensation practices to Directors, officers, employees and consultants eligible to participate in this Plan,

 

(b)

In lieu of salaries and fees otherwise payable by the Corporation to Directors, officers, employees and consultants eligible to participate in this Plan that were incurred for services rendered at any time to the Corporation, in the event such Directors, officers, employees or consultants elect, the Administrator(s) may provide that such unpaid salaries and fees shall be payable in Common Stock or partly in Common Stock and partly in cash.  Such awards shall be in consideration of services previously performed and as an incentive toward future services and shall consist of shares of Common Stock subject to such terms as the Administrator(s) may determine in their sole discretion.  The number of shares of Common Stock payable in lieu of salaries and fees otherwise payable shall be determined by the Administrator.

 

(a)

acceleration of time periods for purposes of vesting in, or realizing gain from, or exercise of any outstanding Option or stock appreciation right or shares of restricted stock awarded pursuant to this Plan;

 

(b)

offering to purchase any outstanding Option or stock appreciation right or shares of restricted stock made pursuant to this Plan from the holder for its equivalent cash value, as determined by the Administrator(s), as of the date of the change in control; or

 

(c)

making adjustments or modifications to outstanding Options or stock appreciation rights or with respect to restricted stock as the Administrator(s) deems appropriate to maintain and protect the rights and interests of the Participants following such change in control, provided, however, that the exercise period of any option may not be extended beyond 10 years from the date of grant.

 

(a)

transfer of an employee from the Corporation the division or subsidiary of the Corporation, whether or not incorporated, or vice versa, or from one division or subsidiary of the Corporation to another, and Corporation or a subsidiary or division of the Corporation, shall not be deemed a termination of employment.

 

(a)

No person shall have any rights or claims under this Plan except in accordance with the provisions of this Plan and each Agreement.

 

(b)

Nothing contained in this Plan and Agreement shall be deemed to give any Director, Officer, employee or consultant the right to continued employment by the Corporation or its divisions or subsidiaries.

 

(a)

This Plan shall be unfunded.  The Corporation shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the issuance of shares or the payment of cash upon exercise of any option or stock appreciation right under this Plan.  The expenses of this Plan shall be borne by the Corporation.

 

(b)

The Administrator(s) may, at any time and from time to time after the granting of an Option or the award of restricted stock or bonuses payable in Common Stock hereunder, specify such additional terms, conditions and restrictions with respect to such Option or stock as may be deemed necessary or appropriate to ensure compliance with any and all applicable laws, including, but not limited to, the Code, federal and state securities laws and methods of withholding or providing for the payment of required taxes.

(c)  

By accepting any benefit under this Plan, each Participant and each person claiming under or through such Participant shall be conclusively deemed to have indicated his acceptance and ratification, and consent to, any action taken under this Plan by the Administrator(s), the Corporation or the Board.

(d)  

This Plan shall be governed by and construed in accordance with the laws of the Corporation’s state of incorporation.

 

(f)

Administrator(s) members exercising their functions under this Plan are serving as directors of the Corporation and they shall therefore be entitled to all rights of indemnification and advancement of expenses accorded directors of the Corporation.

 

(a)

Any liability of the Corporation or a subsidiary of the Corporation to any Participant with respect to any option or award shall be based solely upon contractual obligations created by this Plan and Agreement.

 

(b)

Neither the Corporation nor a division or subsidiary of the Corporation, nor any member of the Administrator(s) or the Board, nor any other person participating in any determination of any question under this Plan, or in the interpretation, administration or application of this Plan, shall have any liability to any party for any action taken or not taken in connection with this Plan, except as may expressly be provided by statute.

 

(a)

except as provided in Section 15, increase the maximum number of shares of Common Stock which may be issued under this Plan;

 

(b)

except as provided in Section 15, decrease the option price of an Option (and related stock appreciation rights, if any) to less than 100% of the fair market value (as determined in accordance with Section 8(e)) of a share of Common Stock on the date of the granting of the Option (and related stock appreciation rights, if any);

 

(c)

materially change the class of persons eligible to receive an award of restricted stock or Options or stock appreciation rights under this Plan;

 

(b)

the date all shares of Common Stock subject to this Plan are purchased according to this Plan’s provisions; or

 

(c)

ten years from the date of adoption of this Plan by the Board.

 

No such termination of this Plan shall adversely affect the rights of any Participant hereunder and all Options or stock appreciation rights previously granted and restricted stock and stock bonuses awarded hereunder shall continue in force and in operation after the termination of this Plan, except as they may be otherwise terminated in accordance with the terms of this Plan.