{"id":38781,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/director-option-plan-gsv-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"director-option-plan-gsv-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/director-option-plan-gsv-inc.html","title":{"rendered":"Director Option Plan &#8211; GSV Inc."},"content":{"rendered":"<pre>\n                          CYBERSHOP INTERNATIONAL, INC.\n\n                              DIRECTOR OPTION PLAN\n\n1.        PURPOSE\n\n          The  purpose of the  Director  Option Plan (the  \"Plan\") of  CyberShop\nInternational,  Inc., a Delaware  corporation (the  \"Company\"),  is to encourage\nownership  in the Company by outside  directors of the Company  whose  continued\nservices  are  considered  essential  to the  Company's  future  progress and to\nprovide them with a further incentive to remain as directors of the Company.\n\n2.        ADMINISTRATION\n\n          The  Compensation  Committee of the Company's  Board of Directors (the\n\"Committee\")  shall  supervise and administer the Plan.  Grants of stock options\nunder the Plan and the amount  and  nature of the awards to be granted  shall be\nautomatic  and  non-discretionary  in accordance  with Section 5.  However,  all\nquestions of  interpretation of the Plan or of any options issued under it shall\nbe determined by the Committee and such determination shall be final and binding\nupon all persons having an interest in the Plan.\n\n3.        DIRECTORS ELIGIBLE FOR PARTICIPATION\n\n          Each  director of the Company who is not an employee of, or consultant\nto, the Company or any  subsidiary or affiliate of the Company shall be eligible\nto participate in the Plan.\n\n4.        STOCK SUBJECT TO THE PLAN\n\n          (a)      The maximum number of common shares which may be issued under\n                   the Plan shall be seventy thousand  (70,000) shares of common\n                   stock, par value $.001 of the Company (\"Common Stock\").\n\n          (b)      If any  outstanding  option  under  the Plan  for any  reason\n                   expires or is  terminated  without  having been  exercised in\n                   full, the Common Stock allocable to the  unexercised  portion\n                   of  such  option  shall  again  become  available  for  grant\n                   pursuant to the plan.\n\n5.        TERMS, CONDITIONS AND FORM OF OPTIONS\n\n          Each option  granted  under the Plan shall be  evidenced  by a written\nagreement in such form as the Committee  shall from time to time approve,  which\nagreements  shall  comply  with  and be  subject  to  the  following  terms  and\nconditions:\n\n\n\n\n\n\n\n          (a)      Option  Grant  Dates.  Each  eligible  director,  including a\n                   director  serving in that capacity on the  effective  date of\n                   the  Plan,  shall be  granted  an option  to  purchase  three\n                   thousand  (3,000)  shares of Common  Stock for each year such\n                   director  serves on the  Board of the  Company.  Such  option\n                   shall be granted on the date of election or reelection of the\n                   Director.  All options  granted  under the Plan shall vest on\n                   the  first  anniversary  of the  date of grant  and  shall be\n                   exercisable for a period of three (3) years thereafter.\n\n          (b)      Option Exercise Price. The option exercise price per share of\n                   Common Stock for each option  granted under the Plan shall be\n                   equal to the fair  market  value of the  stock on the date of\n                   grant. For the purposes hereof,  the term \"fair market value\"\n                   shall mean the fair market value as  determined in good faith\n                   by the Committee.\n\n          (c)      Options Non-Transferable.  Each option granted under the Plan\n                   by its  terms  shall  not  be  transferable  by the  optionee\n                   otherwise  than  by  will,  or by the  laws  of  descent  and\n                   distribution,  or pursuant to a qualified  domestic relations\n                   order (as  defined  in Section  414(p) of the  United  States\n                   Internal  Revenue Code (the \"Code\")),  and shall be exercised\n                   during the lifetime of the optionee only by him. No option or\n                   interest  therein may be  transferred,  assigned,  pledged or\n                   hypothecated by the optionee during his lifetime,  whether by\n                   operation  of  law  or  otherwise,  or  be  made  subject  to\n                   execution, attachment or similar process.\n\n          (d)      Exercise  Period.  Except as otherwise  provided in the plan,\n                   each  option may be  exercised  fully on the date of grant of\n                   such option,  provided  that,  subject to the  provisions  of\n                   Section  5(e),  no option may be  exercised  more than ninety\n                   (90) days after the optionee ceases to serve as a director of\n                   the  Company.  No  option  shall  be  exercisable  after  the\n                   expiration  of four (4) years from the date of grant or prior\n                   to approval of the Plan by the  stockholders  of the Company,\n                   whichever is earlier.\n\n          (e)      Exercise Period Upon Death. Notwithstanding the provisions of\n                   Section  5(d),  any  option  granted  under  the  Plan may be\n                   exercised in full upon the death of an optionee while serving\n                   as a  director  of the  Company  by the  person to whom it is\n                   transferred by will, by the laws of descent and  distribution\n                   or by written notice filed pursuant to Section 5(h).\n\n          (f)      Exercise Procedure.  Options may be exercised only by written\n                   notice to the Company at its principal office  accompanied by\n                   payment of the full  consideration for the Common Stock as to\n                   which they are exercised.\n\n          (g)      Payment of Purchase Price. Options granted under the Plan may\n                   provide for the payment of the exercise price (i) by delivery\n                   of cash or a check to the order\n\n\n                                       -2-\n\n\n\n\n\n                   of the Company in an amount  equal to the  exercise  price of\n                   such  options  or,  (ii)  to  the  extent   provided  in  the\n                   applicable  option  agreement,  by delivery to the Company of\n                   Common Stock then owned by the optionee  having a fair market\n                   value  equal in amount to the  exercise  price of the Options\n                   being exercised,  or (iii) by any combination of such methods\n                   of  payment.  The fair  market  value of any Common  Stock or\n                   other  non-cash  consideration  which may be  delivered  upon\n                   exercise of an option shall be determined by the Committee.\n\n          (h)      Exercise of  Representative  Following  Death of Director.  A\n                   director, by written notice to the Company, may designate one\n                   or  more   persons   (and  from  time  to  time  change  such\n                   designation)  including  his legal  representative,  who,  by\n                   reason of his death,  shall acquire the right to exercise all\n                   or a portion  of the  option.  If the  person or  persons  so\n                   designated  wish to exercise any portion of the option,  they\n                   must do so within the term of the option as provided  herein.\n                   Any  exercise  by a  representative  shall be  subject to the\n                   provisions of the Plan.\n\n6.        ASSIGNMENTS\n\n          The rights and benefits under the Plan may not be assigned  except for\nthe designation of a beneficiary as provided in Section 5.\n\n7.        LIMITATION OF RIGHTS\n\n          (a)      No Right to Continue as a Director.  Neither the Plan nor the\n                   granting of an option nor any other action taken  pursuant to\n                   the Plan, shall constitute or be evidence of any agreement or\n                   understanding,  express or  implied,  that the  Company  will\n                   retain a director for any period of time.\n\n          (b)      No Stockholders'  Rights for Options.  An optionee shall have\n                   no rights as a  stockholder  with respect to the Common Stock\n                   covered by his options  until the date of the issuance to him\n                   of a share  certificate  therefor,  and no adjustment will be\n                   made for  dividends or other rights for which the record date\n                   is prior to the date such certificate is issued.\n\n8.        CHANGES IN CAPITAL STOCK\n\n          (a)      If (x) the outstanding  shares of Common Stock are increased,\n                   decreased  or  exchanged  for a  different  number or kind of\n                   share or other security of Company,  or (y) additional shares\n                   of Common Stock or new or different shares of Common Stock or\n                   other  securities of the Company or other non-cash assets are\n                   distributed with respect to such shares or other  securities,\n                   through or as a result of any merger, consolidation,  sale of\n                   all  or  substantially  all  of the  assets  of the  Company,\n                   reorganization,  recapitalization,   reclassification,  stock\n                   dividend,\n\n\n                                       -3-\n\n\n\n\n\n                   stock split, reverse stock split or other similar transaction\n                   with  respect  to  such  shares  or  other   securities,   an\n                   appropriate and proportionate adjustment shall be made in (i)\n                   the maximum  number and kind of shares  reserved for issuance\n                   under the  Plan,  and (ii) the  number  and kind of shares or\n                   other securities  subject to then  outstanding  options under\n                   the Plan and (iii) the price for each  share  subject  to any\n                   then outstanding options under the Plan, without changing the\n                   aggregate  purchase  price as to which  such  options  remain\n                   exercisable.  No  fractional  shares will be issued under the\n                   Plan on account of any such adjustments.  Notwithstanding the\n                   foregoing,  no  adjustment  shall  be made  pursuant  to this\n                   Section 8 if such adjustment  would cause the Plan to fail to\n                   comply  with Rule  16b-3 or any  successor  rule  promulgated\n                   pursuant  to Section  16 of the  Securities  Exchange  Act of\n                   1934, as amended.\n\n          (b)      In the event that the Company is merged or consolidated  into\n                   or  with  another  corporation  (in  which  consolidation  or\n                   merger, the stockholders of the Company receive distributions\n                   of cash or securities of another issuer as a result thereof),\n                   or in the event that all or  substantially  all of the assets\n                   of the Company are acquired by any other person or entity, or\n                   in  the  event  of a  reorganization  or  liquidation  of the\n                   Company,  the Board of Directors of the Company, or the board\n                   of directors of any  corporation  assuming the obligations of\n                   the Company,  shall,  as to  outstanding  options take one or\n                   more of the following actions:  (i) provide that such options\n                   shall  be  assumed,   or  equivalent  options  shall  be  sub\n                   stituted,  by the acquiring or succeeding  corporation (or an\n                   affiliate thereof), (ii) upon written notice to the optionee,\n                   provide  that  all   unexercised   options   will   terminate\n                   immediately  prior to the  consummation  of such  transaction\n                   unless  exercised by the optionee  within a specified  period\n                   following  the date of such  notice,  or (iii) if,  under the\n                   terms of a merger  transaction,  holders of the Common  Stock\n                   will  receive  upon  consummation  thereof a cash payment for\n                   each share  surrendered  in the merger (the \"Merger  Price\"),\n                   make or provide for a cash payment to the optionees  equal to\n                   the difference  between (A) the Merger Price times the number\n                   of shares of Common Stock subject to such outstanding options\n                   (to the extent  then  exercisable  at prices not in excess of\n                   the Merger Price) and (B) the aggregate exercise price of all\n                   such  outstanding  options in exchange for the termination of\n                   such options.\n\n9.        AMENDMENT OF THE PLAN\n\n          The Committee may suspend or  discontinue  the Plan or review or amend\nit in any respect whatsoever;  provided,  however,  that without approval of the\nstockholders  of the Company no revision or amendment shall change the number of\nshares  subject to the Plan or the number of shares  issuable to any director of\nthe  Company  under the Plan  (except  as  provided  in Section  8),  change the\ndesignation of the class of directors eligible to receive options, or materially\nincrease the benefits accruing to participants under the Plan, and further\n\n\n                                       -4-\n\n\n\n\n\nprovided,  that no amendment to the number of shares of Common Stock issuable to\nany director shall be effected more than once in any six month period.\n\n10.       WITHHOLDING\n\n          The Company  shall have the right to deduct from  payments of any kind\notherwise  due to the  optionee,  any federal,  state or local taxes of any kind\nrequired by law to be withheld  with respect to any shares  issued upon exercise\nof options under the Plan.\n\n11.       EFFECTIVE DATE AND DURATION OF THE PLAN\n\n          (a)      Effective Date. The Plan shall become  effective when adopted\n                   by the Board of  Directors of the Company and approved by the\n                   Company's stockholders.  Amendments to the plan not requiring\n                   stockholder  approval shall become  effective when adopted by\n                   the  Committee;  amendments  requiring  stockholder  approval\n                   shall become effective when adopted by the Committee,  but no\n                   option granted after the date of such amendment  shall become\n                   exercisable  (to the extent that such  amendment  to the Plan\n                   was  required to enable the Company to grant such option to a\n                   particular  optionee)  unless and until such amendment  shall\n                   have been  approved by the  Company's  stockholders.  If such\n                   stockholder approval is not obtained within six months of the\n                   Committee's  adoption of such amendment,  any options granted\n                   on or after the date of such amendment shall terminate to the\n                   extent that such amendment to the Plan was required to enable\n                   the Company to grant such option to a particular optionee.\n\n          (b)      Termination.  Unless sooner terminated by the Committee,  the\n                   Plan  shall  terminate  upon  the date on  which  all  shares\n                   available for issuance  under the Plan shall have been issued\n                   pursuant to the exercise or  cancellation  of options granted\n                   under the Plan.\n\n12.       NOTICE:\n\n          Any written notice to the Company required by any of the provisions of\nthe Plan shall be  addressed  to the  Secretary  of the Company and shall become\neffective when it is received.\n\n13.       GOVERNMENTAL REGULATION\n\n          The Company's  obligation  to sell and deliver  shares of Common Stock\nunder the plan is subject to the approval of or requirements of any governmental\nauthority  applicable in connection with the  authorization  issuance or sale of\nsuch shares.\n\n\n                                       -5-\n\n\n\n\n14.       COMPLIANCE WITH RULE 16b-3\n\n          Transactions under the Plan are intended to comply with all applicable\nconditions of Rule 16b-3 or its successor  promulgated pursuant to Section 16 of\nthe Securities  Exchange Act of 1934, as amended. To the extent any provision of\nthe Plan or  action  by the  Committee  in  administering  the plan  fails to so\ncomply,  it shall be deemed null and void,  to the extent  permitted  by law and\ndeemed advisable by the Committee.\n\n15.       GOVERNING LAW\n\n          The Plan and all determinations made and actions taken pursuant hereto\nshall be  governed  by the laws of the  State  of  Delaware  and the laws of the\nUnited States applicable therein.\n\n16.       SUCCESSORS AND ASSIGNS\n\n          This Plan  shall  inure to the  benefit  of and be  binding  upon each\nsuccessor and assign of the Company.  All obligations  imposed upon an optionee,\nand all  rights  granted to the  Company  hereunder,  shall be binding  upon the\noptionee's heirs, legal representatives and successors.\n\n17.       ENTIRE AGREEMENT\n\n          This  Plan and the  written  agreement  with  respect  to each  option\ngranted  under this Plan  constitute  the entire  agreement  with respect to the\nsubject  matter  hereof  and  thereof,   provided  that  in  the  event  of  any\ninconsistency  between  the Plan and  such  written  agreement,  the  terms  and\nconditions of this Plan shall control.\n\n\n                                       -6-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7700],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9543],"class_list":["post-38781","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gsv-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38781","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38781"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38781"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38781"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38781"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}