The Tirex Corporation Stock Plan
Article I
The Plan
1.1. NAME. This plan shall be known as "The Tirex Corporation Stock
Plan."
1.2. PURPOSE. The purpose of the Plan is to advance the interests of the
Company and its shareholders by affording to key personnel of the Company,
consultants and other persons who have made substantial contributions to the
Company an opportunity to acquire or increase their proprietary interest in the
Company by the issuance to such individuals of Awards, Options or Grants under
the terms set forth herein. By thus encouraging such individuals to become
owners of Company shares, the Company seeks to motivate, retain, and attract
those highly competent individuals upon whose judgment, initiative, leadership,
and continued efforts the success of the Company in large part depends.
1.3. EFFECTIVE DATE. The Plan shall become effective upon approval by the
Board.
Article II
Definitions
As used herein, the following terms have the meanings hereinafter set forth
unless the context clearly indicates to the contrary:
(A) "Company" shall mean The Tirex Corporation.
(B) "Plan" shall mean The Tirex Corporation Stock Plan, the terms of which
are set forth herein.
(C) "Stock" shall mean the Common Stock of the Company or, in the event
that the outstanding shares of Stock are hereafter changed into or exchanged for
shares of a different class of securities of the Company or some other
corporation, such other stock or securities.
(D) "Board" shall mean the Board of Directors of the Company.
(E) "Committee" shall mean the Compensation Committee of the Company.
(F) "Award(s)" shall mean an award or awards of Stock pursuant to the
provisions of Article VI hereof.
(G) "Awardee" shall mean an individual to whom an Award has been granted
hereunder.
(H) "Option(s)" shall mean an option or options to purchase Stock pursuant
to the provisions of Article VII hereof.
(I) "Optionee" shall mean an individual to whom an Option has been granted
hereunder.
(J) "Grant(s)" shall mean a grant or grants of Stock pursuant to the
provisions of Article VIII hereof.
(K) "Grantee" shall mean an individual to whom a Grant has been made
hereunder.
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Article III
Participants
3.1. ELIGIBILITY. Subject to the express provisions of the Plan, any
permanent salaried employee, officer, director or consultant and any other
individual designated pursuant to this Plan, who renders financial, legal,
managerial, technical or professional services to or for the benefit of the
Company shall be eligible to participate in the Plan. While all such individuals
are eligible to participate in the Plan, it is contemplated that only the
individuals who perform special or extraordinary services to the Corporation
will receive Awards, Options or Grants under this Plan.
Article IV
Administration
4.1. DUTIES AND POWERS OF THE BOARD. The Plan shall be administered by the
Board unless delegated as provided for herein to the Compensation Committee.
Subject to the express provisions of the Plan, the Board shall have the
authority to determine from among eligible individuals those to whom, and the
time or times at which, Awards, Options or Grants may be issued and the number
of shares of Stock to be subject to each Award, Option or Grant. Subject to the
express provisions of the Plan, the Board shall also have authority to interpret
the Plan, to prescribe, amend, and rescind rules and regulations relating to it,
and to make all other determinations necessary or advisable in the
administration of the Plan.
4.2. MAJORITY RULE. A majority of the members of the Board shall constitute
a quorum, and any action taken by a majority present at a meeting at which a
quorum is present, or any action taken without a meeting evidenced by a writing
executed by a majority of the whole Board, shall constitute the action of the
Board.
4.3 COMPENSATION COMMITTEE. The Board of Directors may form a committee of
no less than three (3) of its members to exercise its right and assume all of
its duties proscribed hereunder including the awarding of grants awards and
options.
Article V
Shares of Stock Subject to Plan
5.1. LIMITATIONS. The maximum number of shares of Stock that may be issued
as an Award under Article VI herein is seven million (7,000,000), the maximum
number of shares of Stock that may be subject to an Option under Article VII
herein is seven million (7,000,000) and the maximum number of shares of Stock
that may be issued as a Grant under Article VIII herein is seven million
(7,000,000), subject to adjustment pursuant to the provisions of Article V,
Section 5.3 herein. Such shares of Stock may be either authorized and unissued
Stock or Stock issued and thereafter reacquired by the Company.
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5.2. AWARDS AND OPTIONS ISSUED UNDER PLAN. If Stock issued as an Award is
reacquired by the Company, or if an Option terminates for any reason without
being wholly exercised, new Awards or Options may be issued hereunder covering
the number of shares of Stock to which such reacquisition or termination
relates.
5.3. ANTI-DILUTION. In the event that the outstanding shares of Stock are
hereinafter changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation by reason of
merger, consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split up, or stock dividend:
(A) The aggregate number and kind of shares of Stock subject to
Awards, Options and Grants which may be issued hereunder shall be adjusted
appropriately;
(B) Rights under outstanding Options granted hereunder, both as to the
number of subject shares of Stock and the Option price, shall be adjusted
appropriately;
(C) Where dissolution or liquidation of the Company or any merger or
combination in which the Company is not a surviving corporation is involved,
each outstanding Option granted hereunder shall terminate, but the Optionee
shall have the right, immediately prior to such dissolution, liquidation,
merger, or combination, to exercise his/her Option in whole or in part, to the
extent that it shall not have been exercised;
(D) Such new, additional or different shares or securities which are
distributed to an Awardee, in his/her capacity as the owner of Stock issued as
an Award under Article VI herein, or to an Optionee, in his/her capacity as the
owner of Stock acquired by exercise of an Option under Article VII herein, shall
be subject to all the conditions and restrictions applicable to Stock as herein
provided; and
(E) The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Board or Compensation
Committee and any such adjustment may provide for the elimination of fractional
share interests.
Article VI
Awards
6.1. AWARD. Each Award granted hereunder shall be evidenced by minutes of a
meeting or the written consent of the Board.
6.2. PARTICIPATION LIMITS. An Awardee must be in the employ of the Company
as an officer or director of, or consultant to, the Company for at least six (6)
months prior to receiving an Award hereunder.
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6.3. FORFEITABILITY OF STOCK. All shares of Stock issued as an Award under
the provisions of this Article VI are subject to being forfeited, with
one-twelfth (1/12) vesting at the end of each quarter from the date of the
award. All unvested shares of Stock issued as an Award shall be forfeited and
returned to the Company upon the termination of employment of the Awardee with
the Company. With respect to shares of Stock issued as an Award to a consultant
who is not an employee, the Board, at the time of the Award, shall establish a
performance index directly related to the services to be performed by the
consultant. The unvested shares of Stock issued as an Award to an Awardee who is
a consultant shall be forfeited and immediately returned to the Company upon the
failure to satisfy or the violation of such performance index.
6.4. TRANSFER OF STOCK. All unvested shares of Stock issued as an Award
under this Article VI may not be sold, transferred, assigned, alienated or
hypothecated.
6.5. CERTIFICATES. Stock certificates evidencing shares of Stock shall be
issued in the sole name of the Awardee and delivered to him, and each such
certificate shall bear the following legend:
"The shares of The Tirex Corporation common stock evidenced by
this certificate are subject to the terms and provisions of The
Tirex Corporation Stock Plan and may not be sold or transferred
except pursuant to the provisions therein."
6.6. RIGHTS AS SHAREHOLDER. Subject to the provisions of Section 6.3
herein, upon issuance of a certificate for an Award of Stock hereunder, the
Awardee shall have the rights of a shareholder with respect to such Stock,
including the right to vote the shares of Stock and receive all dividends and
other distributions paid or made with respect thereto.
6.8 FORFEITABILITY. In the event an Awardee is dismissed for cause or
resigns prior to the expiration of holding period set forth in Section 6.3
hereof, such award, or part thereof, will become null and void and will be
cancelled on the books of the Company, and all certificates and documents shall
be returned by the Awardee to the Company.
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Article VII
Options
7.1. OPTION GRANT AND AGREEMENT. Each option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Board or
Compensation Committee and by a written Stock Option Agreement dated as of the
date of grant and executed by the Company and the Optionee, which Agreement
shall set forth such terms and conditions as may be determined by the Board or
Committee consistent with the Plan.
7.2. PARTICIPATION LIMITS. An Optionee must be in the employ of the Company
as an employee, officer or director of, or consultant to the Company for at
least six (6) months prior to the grant of an Option to acquire Stock hereunder.
7.3. EXERCISE PRICE. The Option exercise price per share of Stock
underlying each Option shall be determined by the Board or Committee. The
exercise price shall be paid in cash, or on such other terms as the Board
otherwise determines. The Optionee shall pay all withholding tax liability with
respect to the exercise of any Option hereunder, if any.
7.4. OPTION PERIOD. The period for the exercise of each Option shall
commence immediately upon the date of the grant of the Option and the expiration
date of each Option shall be two (2) years from the date of the grant of the
Option.
7.5. OPTION EXERCISE. An Option shall be deemed exercised upon the delivery
to the Company at its principal office, of the Optionee's written notice of
intent to exercise the Option, which notice shall specify the number of shares
to which the exercise relates, accompanied by payment in full for all shares of
Stock.
7.6. NONTRANSFERABILITY OF OPTION. No Option shall be transferred by an
Optionee other than by will or the laws of descent and distribution, subject to
Section 7.7 below. During the lifetime of an Optionee the Option shall be
exercisable only by him.
7.7. EFFECT OF DEATH. Notwithstanding anything contained herein to the
contrary, if the Optionee shall die prior to the date the Option is exercised,
then within sixty (60) days of the date of the Optionee's death, the Optionee's
estate shall have the right to exercise the decedent's unexercised Option for
that number of shares of Stock which bears the same ratio as the number of whole
calendar months from the date of the grant of the Option to the date of the
Optionee's death bears to twenty_four (24).
7.8. RIGHTS AS SHAREHOLDER. An Optionee or his/her estate, as the case may
be, shall have no rights as a shareholder with respect to any shares of Stock
underlying an Option until the Option is exercised as provided herein.
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7.9. FORFEITABILITY. In the event of termination of employment with the
Company of an Optionee prior to expiration of the Option, all unexercised
Options as of the date of termination shall be forfeited and immediately
returned to the Company.
Article VIII
Grants
8.1. GRANT. Each Grant of Stock made hereunder shall be evidenced by
minutes of a meeting or the written consent of the Board or Committee, approving
of said grant.
8.2. PARTICIPATION LIMITS. A Grantee must have made substantial
contributions and shown loyal dedication to the Company.
Article IX
Termination, Amendment and Modifications of Plan
9.1. TERMINATION, AMENDMENT AND MODIFICATIONS OF THE PLAN. The Board may at
any time and from time to time terminate, amend or modify the Plan; provided,
however, that any termination, amendment or modification of the Plan shall in no
manner affect any Award, Option or Grant theretofore issued under the Plan
without the consent of the respective Awardee, Optionee or Grantee.
Article X
Miscellaneous
10.1. EMPLOYMENT. Nothing in the Plan or in any Award, Option or Grant
issued hereunder or in any Stock Option or other related Agreement shall confer
upon any individual the right to be employed by, or continue in the employ of,
the Company.
10.2. OTHER COMPENSATION PLANS. The adoption of the Plan shall not affect
any other stock option, incentive or other compensation plans of the Company,
nor shall the Plan preclude the Company from establishing any other forms of
incentive or other compensation for employees of the Company or other
individuals.
10.3. PLAN BINDING ON SUCCESSORS. The Plan shall be binding upon the
successors and assigns_of the Company.
10.4. SINGULAR, PLURAL, GENDER. Whenever used herein, nouns in the singular
shall include the plural, and the masculine pronoun shall include the feminine
gender.
10.5. HEADINGS. The headings of Articles and Sections hereof are inserted
for convenience and do not constitute a part of the Plan.
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