Laredo Resources Corp. - Exhibit A - Filed by newsfilecorp.com
EXHIBIT A
LAREDO RESOURCES CORP.
2014 EMPLOYEE AND
CONSULTANT INCENTIVE EQUITY PLAN
1.
Purpose.
The
purpose of the Laredo Resources Corp. 2014 Employee and Consultant Incentive
Equity Plan (the “Plan”) is to promote the long-term profitability of Laredo
Resources Corp. (the Company”) and to enhance value for its stockholders by
offering incentives and rewards to key employees, consultants, directors and
officers of the Company, to retain their services and to encourage them to
acquire and maintain stock ownership in the Company as well as helping the
Company obtain and retain the services of persons providing consulting services
upon whose judgment, initiative, efforts and/or services the Company is
substantially dependent, by offering to or providing those persons with
incentives or inducements affording such persons an opportunity to become owners
of capital stock of the Company. The type of incentive Awards that may be
provided under the Plan will enable the Company to respond to changes in
compensation practices, tax laws, accounting regulations and the size and
diversity of its businesses.
2.
Definitions.
(a)
Affiliate - The term "Affiliate" is defined as any person
controlling the Company, controlled by the Company, or under common control with
the Company.
(b)
Agreement – means an agreement between the
Company and the Holder setting forth the terms and conditions of an Award under
the Plan.
(c)
Award - the term "Award" is collectively and severally
defined as any Stock Option, Restricted Stock and/or other Stock Based Award
granted under this Plan.
(b)
Board - the term "Board" is defined as the Board of
Directors of the Company, as such body may be reconstituted from time to time.
(e)
Code – means the Internal Revenue Code of 1986, as amended
from time to time.
(f)
Committee – the term “Committee” means the Board or any
committee of the Board that the Board may designate to administer the Plan or
any portion thereof. If no Committee is so designated, then all references in
this Plan to “Committee” shall mean the Board.
(g)
Common Stock - The term "Common Stock" is defined
as the Company's common stock, $0.001 par value per share.
(h)
Company - The term "Company" is defined as Laredo
Resources Corp., a corporation organized and existing under the laws of the
State of Nevada.
(i)
Disposed - The term "Disposed" (or the equivalent terms
"Disposition" or "Dispose") is defined as any transfer or alienation of an Award
which would directly or indirectly change the legal or beneficial ownership
thereof, whether voluntary or by operation of law, or with or without the
payment or provision of consideration, including, by way of example and not
limitation: (i) the sale, assignment, bequest or gift of the Award; (ii) any
transaction that creates or grants a right to obtain an interest in the Award;
(iii) any transaction that creates a form of joint ownership in the Award
between the Recipient and one or more other Persons; (iv) any Disposition of the
Award to a creditor of the Recipient, including the hypothecation, encumbrance
or pledge of the Award or any interest therein, or the attachment or imposition
of a lien by a creditor of the Recipient of the Award or any interest therein
which is not released within thirty (30) days after the imposition thereof; (v)
any distribution by a Recipient which is an entity to its stockholders,
partners, co-venturers or members, as the case may be, or (vi) any distribution
by a Recipient which is a fiduciary such as a trustee or custodian to its
settlors or beneficiaries.
(j)
Effective Date – means the date as set forth in Section 12.1
below.
(k)
Eligible Person - The Company may engage “advisors” and/or
“consultants” who may participate in this Plan, as long as such “advisors”
and/or “consultants” fit the definition of “employee” included in the General
Instructions to Securities and Exchange Commission (the “SEC”) Form S-8, which
define the term “employee” to include an employee, director, general partner,
officer, consultant or advisor. Such General Instructions impose three essential
limitations on “consultants” or “advisors” eligible for participation in a plan
covered by SEC Form S-8. Therefore, in order for a “consultant” or “advisor”
rendering services to the Company to be an “eligible consultant” under this Plan
and to be eligible to receive shares of Common Stock of the Company under this
Plan and pursuant to the Form S-8 filed by the Company with the SEC, such
“consultant” or “advisor” (i) must be a natural person; (ii) must provide bona
fide services to the Company; (iii) the services rendered by such “consultant”
or “advisor” may not be in connection with the offer or sale of securities in a
capital-raising transaction and may not directly or indirectly promote or
maintain a market for the Company’s securities.
(l)
Fair Market Value - The term "Fair Market Value" shall mean as
of any given date: (i) if the Common Stock is listed on a national securities
exchange, the closing price of the Common Stock in the principal trading market
for the Common Stock on such date, as reported by the exchange (or on the last
preceding trading date if such security was not traded on such date); (ii) if
the Common Stock is not listed on a national securities exchange, but is traded
in the over-the-counter market, the closing bid price for Common Stock on such
date, as reported by the OTC Bulletin Board or the OTC Markets Group Inc. or
similar publisher of such quotations; and (iii) if the fair market value of the
Common Stock cannot be determined pursuant to clause (i) or (ii) above, such
price as the Committee shall determine in good faith.
(m)
Holder - The term “holder” is defined as a person who has
received an Award under the Plan.
(n)
Normal Retirement – means retirement from active employment with
the Company or any Subsidiary, other than for Cause or due to death or
disability, of a Holder who: (i) has reached the age of 65; (ii) has reached the
age of 62 and has completed five years of service with the Company; or (iii) has
reached the age of 60 and has completed 10 years of service with the Company.
(o)
Other Stock Based Award – means an Award under Section 9
below, that is valued in whole or in part by reference to, or is otherwise base
upon Common Stock.
(p)
Parent – the term “parent” means any
present or future “parent corporation” of the Company, as such term is defined
in Section 424(e) of the Code.
(q)
Plan - The term "Plan" is defined as this 2013 Employee and
Consultant Incentive Equity Plan, as may be amended from time to time.
(r)
Recipient - The term "Recipient" is defined as any
Eligible Person who, at a particular time, receives the grant of an Award.
(s)
Repurchase Value – shall mean the Fair Market Value in the
event the Award to be repurchased under Section 10.2 is comprised of shares of
Common Stock and the difference between Fair Market Value and the Exercise Price
(if lower than Fair Market Value) in the event the Award is a Stock Option or
Stock Appreciation Right, in each case, multiplied by the number of shares
subject to the Award.
(t)
Restricted Stock – shall mean Common Stock, received under
an Award made pursuant to Section 8 below, that is subject to restrictions under
said Section 8.
(u)
SAR Value –the term “SAR Value” shall mean the excess of
the Fair market Value (on the exercise date) over the exercise price that the
participant would have otherwise had to pay to exercise the related Stock
Option, multiplied by the number of shares for which the Stock Appreciation
Right is exercised.
(v)
Securities Act - The term "Securities Act" is defined as
the Securities Act of 1933, as amended (references herein to Sections of the
Securities Act are intended to refer to Sections of the Securities Act as
enacted at the time of the adoption of this Plan by the Board and as
subsequently amended, or to any substantially similar successor provisions of
the Securities Act resulting from recodification, renumbering or otherwise).
(w)
Stock Appreciation Right – means the right to receive from the
Company, on surrender of all or part of the related Stock Option, without a cash
payment to the Company, a number of shares of Common Stock equal to the SAR
Value divided by the Fair Market Value (on the exercise date).
(x)
Stock Option or Option – means any option to purchase
shares of Common Stock that is granted pursuant to the Plan.
(y)
Subsidiary – shall mean any present or future “subsidiary
corporation” of the Company, as such term is defined in Section 424(f) of the
Code.
3. Plan Administration
The
Board of Directors of the Company (the “Board”) shall be responsible for
administering the Plan. Notwithstanding the foregoing, the Board may appoint a Committee composed of two or more of members of the Board who
shall be “non-employee Directors” as defined in Rule 16b-3 promulgate under the
Securities Act, to administer the Plan and, in the event of such appointment,
the Committee shall be responsible for administering the Plan and shall have the
powers otherwise granted to the Board under the Plan. The Board shall have full
and exclusive power to interpret the Plan and to adopt such rules, regulations
and guidelines for carrying out the Plan as it may deem necessary or proper, all
of which power shall be executed in the best interests of the Company and in
keeping with the objectives of the Plan. This power includes but is not limited
to selecting award recipients for Board members, executive officers,
non-executive employees and consultants of the Company pursuant to the terms of
the Plan for the award of (i) Stock Options, (ii) Stock Appreciation Rights,
(iii) Restricted Stock and/or (iv) Other Stock-Based Awards; establishing all
award terms and conditions and adopting modifications, amendments and
procedures, as well as rules and regulations governing awards under the Plan;
and to make all other determinations necessary or advisable for the
administration of the Plan. The interpretation and construction of any provision
of the Plan or any option or right granted hereunder and all determinations by
the Board in each case shall be final, binding and conclusive with respect to
all interested parties.
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Shares of Common Stock Subject to the
Plan. |
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4.1 |
Number of Shares. The total number of shares of Common
Stock reserved and available for issuance under the Plan shall be Seven
Hundred Million (700,000,000) shares. Shares of Common Stock under the
Plan may consist, in whole or in part, or authorized and unissued shares
or treasury shares. If any share of Common Stock that have been granted
pursuant to a Stock Option ceases to be subject to a Stock Option, or if
any shares of Common Stock that are subject to any Stock Appreciation
Right, Restricted Stock, Deferred Stock Award, or Other Stock-Based Award
granted hereunder are forfeited or any such Award otherwise terminates
without a payment being made to the Holder in the form of Common Stock,
such shares shall again be available for distribution in connection with
future grants and Awards under the Plan. |
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4.2 |
Adjustments upon Changes in Capitalization, Etc. In the
event of any stock dividend, stock split, reverse stock split, combination
or exchange of shares, or other similar event (not addressed in Section
4.3 below) occurring after the grant of an Award, which results in a
change in the shares of Common St6ock of the Company as a whole, (i) the
number of shares issuable in connection with any such Award and the
purchase price thereof, if any, shall be proportionately adjusted to
reflect the occurrence of any such event and (ii) the Committee shall
determine whether such change require an adjustment in the aggregate
number of shares reserve for issuance under the Plan or to retain the
number of shares reserved and available under
the Plan in their sole discretion. Any adjustment required by this Section 4.2
shall be made by the Committee in good faith, subject to Board authorization if
indicated, whose determination shall be final, binding and conclusive. |
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4.3 |
Certain Mergers and Similar Transactions. In the event of
(a) a dissolution or liquidation of the Company, (b) merger or
consolidation in which the Company is not the surviving corporation (other
than a merger or consolidation with a wholly owned subsidiary, a
reincorporation of the Company in a different State, or other transaction
in which there is no substantial change in the shareholders of the Company
or their relative stock holdings, and the Awards granted under this Plan
are assumed, converted or replaced by the successor corporation, which
assumption will be binding on all Awardees, (c) a merger in which the
Company is the surviving corporation but after which the shareholders of
the Company immediately prior to such merger (other than any shareholder
that merges, or which owns or controls another corporation that merges
with the Company in such merger) cease to own their shares or other equity
interest in the Company, (d) the sale of substantially all of the assets
of the Company, or (e) the acquisition, sale or transfer of more than 50%
of the outstanding shares of the Company by tender offer or similar
transaction, any or all outstanding Awards may be assumed, converted or
replaced by the successor corporation (if any), which assumption,
conversion or replacement will be binding on all Awardees. In the
alternative, the successor corporation may substitute equivalent Awards or
provide substantially similar consideration to Awardees as was provided to
shareholders (after taking into account the existing provisions of the
Awards). The successor corporation may also issue, in place of outstanding
Shares of the Company held by the Holder, substantially similar shares or
other property subject to repurchase restrictions no less favorable to the
Holder, In the event such successor corporation (if any) refuses or
otherwise declines to assume or substitute Awards, as provided above, (i)
the vesting of any or all Awards granted pursuant to this Plan will
accelerate immediately prior to the effective date of a transaction
described in this Section 4.3 and (ii) any or all Stock Options granted
pursuant to this Plan will become exercisable in full prior to the
consummation of such event at such time and on such conditions as the
Committee determines. If such Stock Options are not exercised prior to the
consummation of the corporate transaction, they shall terminate at such
time as determined by the Committee. Subject to any greater rights granted
to Awardees under the foregoing provisions of this Section 4.3, in the
event of the occurrence of any transaction described in this Section 4.3,
any outstanding Awards will be treated as provide in the applicable
agreement or plan of merger, consolidation, dissolution, liquidation, or
sale of assets. |
5.
Eligibility.
Awards may be made or granted to
employees, officers, directors and consultants who are deemed to have rendered
or to be able to render significant services to the Company or its Subsidiaries
and who are deemed to have contributed or to have the potential to contribute to
the success of the Company. Notwithstanding anything to the contrary contained
in the Plan, Awards covered or to be covered under a registration statement on
Form S-8 may be made under the Plan only if (a) they are made to a natural
person, (b) who provide bona fide services to the Company or its Subsidiaries,
and (c) the services are not in connection with the offer and sale of securities
in a capital raising transaction, and do not directly or indirectly promote or
maintain a market for the Company’s securities.
6. Stock
Options.
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6.1 |
Grant and Exercise. Any Stock Option granted under the
Plan shall contain such terms, not inconsistent with this Plan as the
Committee may from time to time approve. |
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6.2 |
Terms and Conditions. Stock Options granted under the
Plan shall be subject to the following terms and
conditions: |
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(a) |
Option Term. The term of each Stock Option shall be fixed
by the Committee. |
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(b) |
Exercise Price. The exercise price per share of the
Common Stock purchasable under a Stock Option shall be determined by the
Committee at the time of grant and may not be less than 50% of the Fair
Market Value on the day of grant. |
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(c) |
Exercisability. Stock Options shall be exercisable at
such time or times and subject to such terms and conditions as shall be
determined by the Committee and as set forth in Section 10 below. If the
Committee provides, in its discretion, that any Stock Option is
exercisable only in installments, i.e. that it vests over time, the
Committee may waive such installment exercise provisions at any time at or
after the time of grant in whole or in part, based upon such factors as
the Committee shall determine. |
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(d) |
Method of Exercise. Subject to whatever installment,
exercise and waiting period provisions are applicable in a particular
case, Stock Options may be exercised in whole or in part at any time
during the term of the Stock Option, by giving written notice of exercise
to the Company specifying the number of shares of Common Stock to be
purchased. Such notice shall be accompanied by payment in full of the
purchase price, which shall be in cash or, if provided in the Agreement,
either in shares of Common Stock (including Restricted Stock and other
contingent Awards under this Plan) or partly in cash and partly in Common Stock, or such other
means which the Committee determines are consistent with the Plan’s
purpose and applicable law. Cash payments shall be made by wire transfer,
certified or bank check or personal check, in each case payable to the
order of the Company; provided, however, that the Company shall not be
required to deliver certificates for shares of Common Stock with respect
to which an Option is exercised until the Company has confirmed the
receipt of good and available funds in payment of the purchase price
thereof. Payments in the form of Common Stock shall be valued at Fair
Market Value on the date prior to the date of exercise. Such payments
shall be made by delivery of stock certificates in negotiable form that
are effective to transfer good and valid title thereto to the Company,
free of any liens or encumbrances. A Holder shall have none of the rights
of a Shareholder with respect to the shares subject to the Option until
such shares shall be transferred to the Holder upon the exercise of the
Option. |
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(e) |
Transferability. Except as may be set forth in the
Agreement, no Stock Option shall be transferable by the Holder other than
by will or by the laws of descent and distributions, and all Stock Options
shall be exercisable, during the Holder’s lifetime only by the Holder (or,
to the extent of legal incapacity or incompetency, the Holder’s guardian
or legal representative). |
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(f) |
Termination by Reason of Death. If a Holder’s employment
by the Company or a Subsidiary terminates by reason of death, any Stock
Option held by such Holder, unless otherwise determined by the Committee
at the time of grant and set forth in the Agreement, shall thereupon
automatically terminate, except that the portion of such Stock Option that
has vested on the date of death may thereafter be exercised by the legal
representative of the estate or by the legatee of the Holder under the
will of the Holder, for a period of one year (or such other greater or
lesser period as the Committee may specify at grant) from the date of such
death or until the expiration of the stated term of such Stock Option,
whichever period is shorter. |
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(g) |
Termination by Reason of Disability. If a Holder’s
employment by the Company or any Subsidiary terminates by reason of
Disability, any Stock Option held by such Holder, unless otherwise
determined by the Committee at the time of grant and set forth in the
Agreement, shall there upon automatically terminate, except that the
portion of such Stock Option that has vested on the date of termination
may thereafter be exercised by the Holder for a period of one year (or
such other greater or lesser period as the Committee may specify at the
time of grant) from the date of such termination of employment or until
the expiration of the stated term of such Stock Option, whichever period
is shorter. |
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(h) |
Other Termination. Subject to the provisions of Section
13 below, and unless otherwise determined by the Committee at the time of
grant and set forth in the Agreement, if a Holder is an employee of the
Company or a Subsidiary at the time of grant and if such Holder’s
employment by the Company or any Subsidiary terminates for any reason
other than death or Disability, the Stock Option shall thereupon
automatically terminate, except that if the Holder’s employment is
terminated by the Company or a Subsidiary without cause or due to normal
retirement, then the portion of such Stock Option that has vested on the
date of termination of employment may be exercised for the lesser of three
months after termination of employment or the balance of such Stock
Option’s term. |
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(i) |
Buyout and Settlement Provisions. The Committee may at
any time, subject to Board authorization, if indicated, offer to
repurchase a Stock Option previously granted, based upon such terms and
conditions, as the Committee shall establish and communicate to the Holder
at the time that such offer is made. |
7.
Stock Appreciation Rights.
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7.1 |
Grant and Exercise. The Committee, subject to Board
authorization, if indicated, may grant Stock Appreciation Rights to
participants who have been, or are being granted, Stock Options under the
Plan as a means of allowing such participants to exercise their Stock
Options without the need to pay the exercise price in cash. A Stock
Appreciation Right may be granted either at or after the time of the grant
of such Stock Option. |
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7.2 |
Terms and Conditions. Stock Appreciation Rights shall be
subject to the following terms and conditions: |
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(a) |
Exercisability. Stock Appreciation Rights shall be
exercisable as shall be determined by the Committee and set forth in the
Agreement. |
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(b) |
Termination. A Stock Appreciation Right shall terminate
and shall no longer be exercisable upon the termination or exercise of the
related Stock Option. |
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(c) |
Method of Exercise. Stock Appreciation Rights shall be
exercisable upon such terms and conditions as shall be determined by the
Committee and set forth in the Agreement and by surrendering the
applicable portion of the related Stock Option. Upon such exercise and
surrender, the Holder shall be entitled to receive a number of shares of
Common Stock equal to the SAR Value divide by the Fair Market Value on the
date the Stock Appreciation Right is
exercised. |
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(d) |
Shares Affected by the Plan. The granting of a Stock
Appreciation Right shall not affect the number of shares of Common Stock
available for Awards under the Plan. The number of shares available for
Awards under the Plan however, may be reduced by the number of shares of
Common Stock acquirable upon exercise of the Stock Option to which such
Stock Appreciation Right relates. |
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Restricted Stock. |
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8.1 |
Grant. Shares of Restricted Stock may be awarded either
alone or in addition to other Awards granted under the Plan. The
Committee, subject to Board authorization, if indicated, shall determine
the eligible persons to whom, and the time or times at which, grants of
Restricted Stock will be awarded, the number of shares to be awarded, the
price (if any) to be paid by the Holder, the time or times within which
such Awards may be subject to forfeiture “Restriction Period”), the
vesting schedule and rights to acceleration thereof, and all other terms
and conditions of the Awards. |
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8.2 |
Terms and Conditions. Each Restricted Stock Award shall
be subject to the following terms and
conditions: |
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(a) |
Certificates. Restricted Stock, when issued, will be
represented by a stock certificate or certificates registered in the name
of the Holder to whom such Restricted Stock shall have been awarded.
During the Restriction Period, certificates representing the Restricted
Stock and any securities constituting Retained Distributions (as defined
below) shall bear a legend to the effect that ownership of the Restricted
Stock (and such Retained Distributions), and the enjoyment of all rights
appurtenant thereto, are subject to the restrictions, terms and conditions
provided in the Plan and the Agreement. Such certificates shall be
deposited by the Holder with the Company, together with stock powers or
other instruments of assignment, each endorsed in blank, which will permit
transfer to the Company of all or any portion of the Restricted Stock and
any securities constituting Retained Distributions that shall be forfeited
or that shall not become vested in accordance with the Plan and the
Agreement. |
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(b) |
Rights of Holder. Restricted Stock shall constitute
issued and outstanding shares of Common Stock for all corporate purposes.
The Holder will have the right to vote such Restricted Stock, to receive
and retain all regular cash dividends and other cash equivalent
distributions as the Board may in its sole discretion designate, pay or
distribute on such Restricted Stock, with the exceptions that (i) the
Holder will not be entitled to delivery of the stock certificate or certificates representing such
Restricted Stock until the Restriction Period shall have expired and
unless all other vesting requirements with respect thereto shall have been
fulfilled; (ii) the Company will retain custody of the stock certificate
or certificates representing the Restricted Stock during the Restriction
Period; (iii) other than regular cash dividends and other cash equivalent
distributions as the Board may in its sole discretion designate, pay or
distribute, the Company will retain custody of all distributions
(“Retained Distributions”) made or declare with respect to the Restricted
Stock (and such Retained Distributions will be subject to the same
restrictions, terms and conditions as are applicable to the Restricted
Stock) until such time, if ever, as the Restricted Stock with respect to
which such Retained Distributions shall have been made, paid or declared
shall have become vested and with respect to which the Restriction Period
shall have expired; (iv) a breach of any of the restrictions, terms or
conditions contained in this Plan or the Agreement or otherwise
established by the Committee with respect to any Restricted Stock or
Retained Distributions will cause a forfeiture of such Restricted Stock
and any Retained Distributions with respect thereto. |
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(c) |
Vesting; Forfeiture. Upon the expiration of the
Restriction Period with respect to each Award of Restricted Stock and the
satisfaction of any other applicable restrictions, terms and conditions
(i) all or part of such Restricted Stock shall become vested in accordance
with the terms of the Agreement, subject to Section 10 below, and (ii) any
Retained Distributions with respect to such Restricted Stock shall become
vested to the extent that the Restricted Stock related thereto shall have
become vested, subject to Section 10 below. Any such Restricted Stock and
Retained Distributions that do not vest shall be forfeited to the Company
and the Holder shall not thereafter have any rights with respect to such
Restricted Stock and Retained Distributions that shall have been so
forfeited. |
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Other Stock-Based Awards. |
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Other-Stock Based Awards may be awarded, subject to
limitations under applicable law, that are denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, or
related to, shares of Common Stock, as deemed by the Committee to be
consistent with the purposes of the Plan, including without limitation,
purchase rights, shares of Common Stock awarded which are not subject to
any restrictions or conditions, or other rights convertible into shares of
Common Stock and Awards valued by reference to the value of securities of
or the performance of specified Subsidiaries. Other Stock-Based Awards may
be awarded either alone or in addition to or in tandem with
any other Awards under this Plan or any other plan of the
Company. Each other Stock-Based Award shall be subject to such terms and
conditions as may be determined by the Committee. |
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Accelerated Vesting and Exercisability. |
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10.1. Non Approved Transactions. If any
“person” (as such term is used in Section 13(d) and 14(d) of the Exchange
Act) is or becomes the “beneficial owner” (as referred to in Rule 13-d3
under the Exchange Act), directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of the
Company’s then outstanding securities in one or more transactions, and the
Board does not authorize or otherwise approve such acquisition, then the
vesting periods of an and all Stock Options and other Awards granted and
outstanding under the Plan shall be accelerated and all such Stock Options
and Awards will immediately and entirely vest, and the respective holders
thereof will have the immediate right to purchase and/or receive any and
all Common Stock subject to such Stock Options and Awards on the terms set
forth in this Plan and the respective agreements respecting such Stock
Options and Awards. |
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10.2. Approved Transactions. The Committee
may, subject to Board authorization, if indicated, in the event of an
acquisition of substantially all of the Company’s assets or at least 50%
of the combined voting power of the Company’s then outstanding securities
in one or more transactions (including by way of merger or reorganization)
which has been approved by the Company’s Board of Directors, (i)
accelerate the vesting of any and all Stock Options and other Awards
granted and outstanding under the Plan, and (ii) require a Holder of any
Award granted under this Plan to relinquish such Award to the Company upon
the tender by the Company to Holder of cash in an amount equal to the
Repurchase Value of such Award. |
11.
Amendment and Termination.
The Board may at any time, and from time to time, amend, alter,
suspend or discontinue any of the provisions of the Plan, but no amendment,
alteration, suspension or discontinuance shall be made that would impair the
rights of a Holder under any Agreement theretofore entered into hereunder,
without the Holder’s consent.
12.
Term of Plan.
The Plan shall become effective at such time as the Plan is
approved and adopted by the Company’s Board of Directors (the “Effective Date”).
Unless otherwise terminated by the Board, this Plan shall continue to remain
effective until the earlier of ten (10) years from the Effective Date or such
time as no further Awards may be granted and all Awards granted under the Plan
are no longer outstanding.
13.
General Provisions.
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13.1 |
Written Agreements. Each Award granted under the Plan
shall be confirmed by, and shall be subject to, the terms of the Agreement
executed by the Company and the Holder. The Committee may terminate any
Award made under the Plan if the Agreement relating thereto is not
executed an returned to the Company within 10 days after the Agreement has
been delivered to the Holder for his or her execution. |
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13.2 |
Unfunded Status of Plan. The Plan is intended to
constitute an “unfunded” plan for incentive and deferred compensation.
Unless otherwise determined by the Board, the Plan shall be unfunded and
shall not create (or be construed to create) a trust or a separate fund or
funds. The Plan shall not establish any fiduciary relationship between the
Company and any participant or other person. To the extent any person
holds any rights by virtue of an award granted under the Plan, such rights
(unless otherwise determined by the Board) shall be no greater than the
rights of an unsecured general creditor of the Company. |
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13.3 |
Employees. |
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(a) |
Engaging in Competition with the Company; Disclosure of
Confidential Information. If a Holder’s employment with the Company or a
Subsidiary is terminated for any reasons whatsoever and within three
months after the date thereof such Holder either (i) accepts employment
with any competitor of, or otherwise engages in competition with, the
Company or (ii) discloses to anyone outside the Company or uses any
confidential information or material of the Company in violation of the
Company’s policies or any agreement between the Holder and the Company,
the Committee, in its sole discretion, may require such Holder to return
to the Company the economic value of any Award that was realized or
obtained by such Holder at any time during the period beginning on that
date that is six months prior to the date such Holder’s employment with
the Company is terminated. |
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(b) |
Termination for Cause. If a Holder’s employment with the
Company or a Subsidiary is terminated for cause, subsequent to the grant
of any Award under this Plan to such employee, the Committee, in its sole
discretion, may require such Holder to return to the Company the economic
value of any Award that was realized or obtained by such Holder at any
time following the grant date of such Award. |
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(c) |
Nor Right of Employment. Nothing contained in the Plan or
in any Award hereunder shall be deemed to confer upon any Holder who is an
employee of the Company or any Subsidiary any right to continued
employment with the Company or any Subsidiary, nor shall it interfere in
any way with the right of the Company or any Subsidiary to terminate the
employment of any Holder who is an employee at any
time. |
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13.4 |
Investment Representations; Company Policy. The Committee
may require each person acquiring shares of Common Stock pursuant to a
Stock Option or other Award under the Plan to represent to and agree with
the Company in writing that the Holder is acquiring the shares for
investment without a view to distribution thereof. Each person acquiring
shares of Common Stock pursuant to a Stock Option or other Award under the
Plan shall be required to abide by all policies of the Company in effect
at the time of such acquisition and thereafter with respect to the
ownership and trading of the Company’s securities. |
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13.5 |
Additional Incentive Arrangements. Nothing contained in
the Plan shall prevent the Board from adopting such other or additional
incentive arrangement as it may deem desirable, including, but not limited
to, the granting of Stock Options and the Awarding of Common Stock and
cash otherwise than under the Plan, and such arrangements may be either
generally applicable or applicable only in specific cases. |
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13.6 |
Withholding Taxes. No later than the date as of which an
amount must first be included in the gross income of the Holder for
Federal income tax purposes with respect to any option or other Award
under the Plan, the Holder shall pay to the Company, or make arrangements
satisfactory to the Committee regarding the payment of any Federal, state
and local taxes of any kind required by law to be withheld or paid with
respect to such amount. If permitted by the Committee, tax withholding or
payment obligations may be settled with Common Stock, including Common
Stock that is part of the Award that gives rise to the withholding
requirement. The obligations of the Company under the Plan shall be
conditioned upon such payment or arrangements and the Company or the
Holder’s employer (if not the Company) shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the Holder from the Company or any Subsidiary. |
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13.7 |
Governing Law. The Plan and all Awards made and actions
taken thereunder shall be governed by and construed in accordance with the
laws of the State of Nevada. |
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13.8 |
Other Benefit Plans. Any Award granted under the Plan
shall not be deemed compensation for purposes of computing benefits under
any retirement plan of the Company or any Subsidiary and shall not affect
any benefits under any other benefit plan now or subsequently in effect
under which the availability or amount of benefits is related to the level
of compensation (unless required by specific reference in any such other
plan to Awards under this Plan). |
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13.9 |
Non-Transferability. Except as otherwise expressly
provided in the Plan or the Agreement, no right, benefit under the Plan
may be alienated, sold, assigned, hypothecated, pledged, exchanged,
transferred, encumbered or charged, and any attempt to alienate, sell,
assign, hypothecate, pledge, exchange, transfer, encumber or charge the
same shall be void. |
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13.10 |
Applicable Laws. The obligations of the Company with
respect to all Stock Options and Awards under the Plan shall be subject to
(i) all applicable laws, rules and regulations and such approvals by any
governmental agencies as may be required, including, without limitation,
the Securities Act of 1933, as amended, and (ii) the rules and regulations
of any securities exchange of which the Common Stock may then be
listed. |
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13.11 |
Conflicts. If any of the terms or provisions of any
Agreement conflict with any terms or provisions of the Plan, then such
terms or provisions shall be deemed inoperative to the extent they so
conflict with the requirements of the Plan. Additionally, if any Agreement
does not contain any provision required to be included therein under the
Plan, such provision shall be deemed to be incorporated with the same
force and effect as if such provision had been set out at length
therein. |
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13.12 |
Use of Proceeds. The cash proceeds received by the
Company from the issuance of shares pursuant to awards under the Plan
shall constitute general funds of the Company. |
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13.13 |
Future Rights. No person shall have any claim or rights
to be granted an award under the Plan and no participant shall have any
rights under the Plan to be retained in the employ of the
Company. |
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13.14 |
Successors and Assigns. The Plan shall be binding on all
successors and assigns of a participant including, without limitation, the
estate of such participant and the executor, administrator or trustee of
such estate, or any receiver or trustee in bankruptcy or representative of
the participant’s creditors. |
Laredo Resources Corp.
Unanimous Written Consent of Board of Directors
in Lieu of Meeting
The
undersigned, being the sole director of Laredo Resources Corp., a Nevada
corporation (the “Corporation”), does hereby waive notice and consent to the
adoption of the following resolutions pursuant to the Nevada Revised Statutes,
and adopt the following resolutions with the same force and effect as if such
resolutions had been duly presented and adopted at a meeting of the Board of
Directors of the Corporation:
WHEREAS,
the Board of Directors realizes it would be in the best interests of the
Corporation to compensate additional consultants with S-8 shares of common stock
for valuable services rendered to the Corporation which would require an
increase in the number of allowable shares under the 2014 Employee and
Consultant Equity Compensation Plan (the “Plan”) to Seven Hundred Million
(700,000,000) shares;
WHEREAS,
it is necessary to register the additional shares allowable under the Plan
through the filing of a Post-Effective Amendment to the S-8 Registration
Statement filed with the Securities and Exchange Commission on January 30, 2014;
therefore be it
RESOLVED,
that the Board of Directors deem it necessary and advisable to amend the 2014
Employee and Consultant Equity Compensation Plan and hereby resolves to amend
Section 4(1) to read as follows:
“Number of Shares. The total number of
shares of Common Stock reserved and available for issuance under the Plan shall
be Seven Hundred Million (700,000,000) shares. Shares of Common Stock under the
Plan may consist, in whole or in part, or authorized and unissued shares or
treasury shares. If any share of Common Stock that have been granted pursuant to
a Stock Option ceases to be subject to a Stock Option, or if any shares of
Common Stock that are subject to any Stock Appreciation Right, Restricted Stock,
Deferred Stock Award, or Other Stock-Based Award granted hereunder are forfeited
or any such Award otherwise terminates without a payment being made to the
Holder in the form of Common Stock, such shares shall again be available for
distribution in connection with future grants and Awards under the Plan.”
AND
BE IT FURTHER RESOLVED, that the updated and revised Plan is attached
hereto as Exhibit A;
AND
BE IT FURTHER RESOLVED, that the Board of Directors hereby directs the
Company to prepare and file with the Securities Exchange Commission a Post-Effective Amendment to the registration statement on Form S-8
filed January 30, 2014 to register the additional 300,000,000 shares authorized
under the Plan;
AND BE IT FURTHER RESOLVED, that the
Officers of the Company hereby are, and each of them with the full authority to
act without the others hereby is, authorized, in the name of and on behalf of
the Company, to execute all other documents necessary to facilitate the actions
of the Company as described herein.
IN
WITNESS WHEREOF, I hereby set my hands this 9th day of April, 2014.
