Attached files
Exhibit
10
VASO CORPORATION
2019 STOCK PLAN
I.
GENERAL
PROVISIONS
A.
PURPOSE OF THE PLAN
This
2019 Stock Plan (the “Plan”) is intended to promote the
interests of VASO CORPORATION, a Delaware corporation
(“Corporation”), by providing eligible persons in the
employ or service of the Corporation or its affiliates with the
opportunity to acquire a proprietary interest, or otherwise
increase their proprietary interest, in the Corporation as an
incentive for them to continue in such employ or
service.
Unless
otherwise defined herein, all capitalized terms shall have the
meaning assigned to them in the attached Appendix.
B.
STRUCTURE OF THE PLAN
The
Plan shall consist of a Stock Issuance Program under which eligible
persons (“Participants”) may, at the discretion of the
Board, be issued shares of common stock directly, as a bonus for
services rendered or to be rendered to the Corporation (or any
Parent or Subsidiary).
C.
ADMINISTRATION OF THE PLAN
The
Plan shall be administered by the Corporation’s Board of
Directors (“Board”), or in the discretion of the Board,
a committee consisting of no less than two Non-Employee Directors
or persons meeting such other requirements as may be imposed by
Rule 16(b) under the 1934 Act
(“Committee”).
The
Board or Committee shall have full power and authority (subject to
the provisions of the Plan) to establish such rules and regulations
as it may deem appropriate for proper administration of the Plan
and to make such determinations under, and issue such
interpretations of, the Plan and any outstanding stock issuances
thereunder as it may deem necessary or advisable. Decisions of the
Board shall be final and binding on all parties who have an
interest in the Plan or any stock issuance thereunder.
D.
ELIGIBILITY
The
persons eligible to participate in the Plan are officers, directors
and senior employees of the Corporation or any subsidiary of the
Corporation; and
The
Board or Committee shall have absolute discretion with respect to
stock issuances made under the Stock Issuance Program, described in
Article III, including who shall be considered a senior employee,
which eligible persons are to receive such stock issuances, the
time or times when issuances are to be made, the number of shares
to be issued to each Participant, and the vesting schedule (if any)
applicable to the issued shares.
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E.
STOCK SUBJECT TO THE PLAN
The
stock issuable under the Plan shall be shares of the
Corporation’s authorized but unissued or reacquired common
stock. The maximum number of shares of common stock which may be
issued under the Plan is 15,000,000 shares.
Any
stock issued under the plan which is cancelled prior to vesting
shall be added back to the number of shares of common stock
reserved for issuance under the Plan.
If
there is any change to the common stock by reason of any stock
split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding common
stock as a class without the Corporation’s receipt of
consideration, then appropriate adjustments shall be made to (i)
the maximum number and/or class of securities issuable under the
Plan, and (ii) the number and/or class of outstanding securities in
effect under the Plan in order to prevent the dilution or
enlargement of benefits thereunder.
II.
STOCK ISSUANCE
PROGRAM
A.
STOCK ISSUANCE TERMS
Shares
of common stock may be issued at the discretion of the Board or
Committee under the Stock Issuance Program through direct and
immediate issuances. Each such stock issuance shall comply with the
terms specified below.
1.
Issuances.
Shares
of common stock may be issued under the Stock Issuance Program for
past or future services rendered or to be rendered to the
Corporation (or any Parent or Subsidiary) as the Board may deem
appropriate in each individual instance.
2.
Vesting Provisions.
a.
Shares of common
stock issued under the Stock Issuance Program shall vest at the
discretion of the Board of Directors or Committee.
b.
The Participant
shall have full stockholder rights with respect to any Shares
issued to the Participant under the Stock Issuance Program, subject
to the vesting and transfer provisions of such issuance.
Accordingly, the Participant shall have the right to vote such
shares and to receive any regular cash dividends paid on such
shares.
c.
Only Permitted
Transfers shall be made by the Participant prior to
vesting.
III. MISCELLANEOUS
A.
ADJUSTMENTS DUE TO STOCK SPLITS, MERGERS, CONSOLIDATION,
ETC.
If, at
any time, the Corporation shall take any action, whether by stock
dividend, stock split, combination of shares or otherwise, which
results in a proportionate increase or decrease in the number of
shares of common stock theretofore issued and outstanding, the
number of shares which are reserved for issuance under the Plan
shall, to the extent deemed appropriate by the committee, be
increased or decreased in the same proportion, provided, however,
that the Corporation shall not be obligated to issue fractional
shares.
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Likewise, in the
event of any change in the outstanding shares of common stock by
reason of any recapitalization, merger, consolidation,
reorganization, combination or exchange of shares or other
corporate change, the committee shall make such substitution or
adjustments, if any, as it deems to be appropriate, as to the
number or kind of shares of common stock or other securities which
are reserved for issuance under the Plan.
In the
event of a Change of Control or Corporate Transaction all shares of
common stock outstanding on the date of such change of control
shall become immediately and fully vested.
B.
EFFECTIVE DATE AND TERM OF PLAN
1.
The Plan shall
become effective on May 1,
2019. The Board may issue shares under the Plan at any time
after the effective date of the Plan and before the date fixed
herein for termination of the Plan.
2.
The Plan shall
terminate upon the earliest of (i) the expiration of the ten (10)
year period measured from May 1,
2019, (ii) the date on which all shares available for
issuance under the Plan shall have been issued and are vested or
(iii) the termination of all outstanding shares in connection with
a Corporate Transaction. All unvested stock issuances outstanding
at the time of a clause (i) termination event shall continue to
have full force and effect in accordance with the provisions of the
documents evidencing those issuances.
C.
AMENDMENT OF THE PLAN
The
Board or Committee shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects,
except for those persons ineligible to participate. However, no
such amendment or modification shall adversely affect the rights
and obligations with respect to unvested stock issuances at the
time outstanding under the Plan unless the Participant consents to
such amendment or modification. In addition, certain amendments may
require stockholder approval pursuant to applicable laws and
regulations.
D.
WITHHOLDING
The
Corporation’s obligation to deliver shares of common stock
under the Plan shall be subject to the satisfaction of all
applicable Federal, state and local income and employment tax
withholding requirements.
E.
REGULATORY APPROVALS
The
implementation of the Plan and the issuance of any shares of common
stock under the Stock Issuance Program shall be subject to the
Corporation’s obtaining all approvals and permits required by
regulatory authorities having jurisdiction over the Plan, and the
shares of common stock issued pursuant to it.
F.
NO EMPLOYMENT OR SERVICE RIGHTS
Nothing
in the Plan shall confer upon the Participant any right to continue
in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary employing or retaining such person) or of the
Participant, which rights are hereby expressly reserved by each, to
terminate such person’s Service at any time for any reason,
with or without cause.
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APPENDIX
The
following definitions shall be in effect under the
Plan:
Board shall mean the Corporation’s Board of
Directors.
Change of Control shall mean:
(i) any
person who is not currently such becomes the beneficial owner,
directly or indirectly, of securities of the Corporation
representing 50% or more of the combined voting power of the
Corporation's then outstanding voting securities; or
(ii)
three or more directors, whose election or nomination for election
is not approved by a majority of the Incumbent Board (as defined in
the plan), are elected within any single 12-month period to serve
on the board of directors; or
(iii)
members of the Incumbent Board cease to constitute a majority of
the Board of Directors without the approval of the remaining
members of the Incumbent Board; or
(iv)
any merger (other than a merger where the Corporation is the
survivor and there is no accompanying change in control under
subparagraphs (i), (ii) or (iii) of this paragraph (b),
consolidation, liquidation or dissolution of the Corporation, or
the sale of all or substantially all of the assets of the
Corporation.
Code shall mean the Internal Revenue Code of 1986, as
amended.
Common Stock shall mean the Corporation’s common
stock, $.001 par value.
Corporate Transaction shall mean either of the following
stockholder-approved transactions to which the Corporation is a
party:
(i) a
merger or consolidation in which securities possessing more than
fifty percent (50%) of the total combined voting power of the
Corporation’s outstanding securities are transferred to a
person or persons different from the persons holding those
securities immediately prior to such transaction, or
(ii)
the sale, transfer or other disposition of all or substantially all
of the Corporation’s assets in complete liquidation or
dissolution of the Corporation.
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Corporation shall mean Vaso Corporation, a Delaware
corporation.
Disability shall mean the inability of Participant to engage
in any substantial gainful activity by reason of any medically
determinable physical or mental impairment and shall be determined
by the Plan Administrator on the basis of such medical evidence as
the Plan Administrator deems warranted under the circumstances.
Disability shall be deemed to constitute Permanent Disability in
the event that such Disability is expected to result in death or
has lasted or can be expected to last for a continuous period of
twelve (12) months or more.
Fair Market Value per share of common stock on any relevant
date shall be determined in accordance with the following
provisions:
(i) If
the common stock is at the time traded on the NASDAQ National or
SmallCap Market, then the Fair Market Value shall be the closing
selling price per share of common stock on the date in question, as
the price is reported by the National Association of Securities
Dealers on the NASDAQ National or SmallCap Market. If there is no
closing selling price for the common stock on the date in question,
then the Fair Market Value shall be the closing selling price on
the last preceding date for which such quotation
exists.
(ii) If
the common stock is at the time listed on any Stock Exchange, then
the Fair Market Value shall be the closing selling price per share
of common stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for
the common stock, as such price is officially quoted in the
composite tape of transactions on such exchange. If there is no
closing selling price for the common stock on the date in question,
then the Fair Market Value shall be the closing selling price on
the last preceding date for which such quotation
exists.
(iii)
If the common stock is at the time neither listed on any Stock
Exchange nor traded on the NASDAQ National Market, then the Fair
Market Value shall be determined by the Plan Administrator after
taking into account such factors as the Plan Administrator shall
deem appropriate.
Misconduct shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Participant or Participant, any
unauthorized use or disclosure by such person of confidential
information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by such person
adversely affecting the business or affairs of the Corporation (or
any Parent or Subsidiary) in a material manner. The foregoing
definition shall not be deemed to be inclusive of all the acts or
omissions which the Corporation (or any Parent or Subsidiary) may
consider as grounds for the dismissal or discharge of any
Participant, Participant or other person in the Service of the
Corporation (or any Parent or Subsidiary).
1934 Act shall mean the Securities Exchange Act of 1934, as
amended.
Parent shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the
Corporation, provided each corporation in the unbroken chain (other
than the Corporation) owns, at the time of the determination, stock
possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in
such chain.
Permitted Transfer shall mean (i) a gratuitous transfer of
the Purchased Shares, provided and only if Participant obtains the
Corporation’s prior written consent to such transfer, or (ii)
a transfer of title to the shares effected pursuant to
Participant’s will or the laws of intestate succession
following Participant’s death.
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Plan shall mean the Corporation’s 2019 Stock
Plan.
Plan Administrator shall mean either the Board or a
committee of the Board acting in its capacity as administrator of
the Plan.
Purchase Agreement shall mean the stock purchase agreement
pursuant to the issuance of the Shares.
Senior Employee shall mean an individual who is in the
employ of the Corporation (or any Parent or Subsidiary), in a
senior capacity as determined by the Board of Directors or Plan
Administrator in its sole discretion.
Shares shall mean the number of shares of common stock
subject to the stock issuance.
Stock Exchange shall mean the Nasdaq National Market System,
American Stock Exchange or the New York Stock
Exchange.
Subsidiary shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with
the Corporation, provided each corporation (other than the last
corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
Vesting Commencement Date shall mean the date on which the
Shares commence to vest as specified in the Grant Notice or
agreement with Participant.
Vesting Schedule shall mean the vesting schedule specified
in the Grant Notice or agreement with Participant pursuant to which
the Participant is to be vested in the Shares in a series of
installments over his or her period of Service.
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