Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 75 394K
4: EX-2.10 Stock Purchase Agreement - Integra Sp Holdings 130 508K
Limited and Integra Sp Nominee Limited
2: EX-2.8 Stock Purchase Agreement - Golden Sands Investment 35 148K
Holdings, Ltd.
3: EX-2.9 Amended and Restated Stock Purchase Agreement - 59 376K
Integra Sp Holdings Limited and Integra
Sp Nominee Limited
11: EX-10.10 License Agreement - Northern Lights Software, Ltd. 24 101K
5: EX-10.4 2005 Incentive Plan 5 22K
6: EX-10.5 Employment Agreement - Michael W. Carrender 13 63K
7: EX-10.6 Employment Agreement - Carl Freer 13 64K
8: EX-10.7 Employment Agreement - Steve Carroll 10 55K
9: EX-10.8 Employment Agreement - Stefan Eriksson 13 64K
10: EX-10.9 License Agreement - Game Factory Publishing, Ltd. 36 127K
12: EX-14 Code of Business Conduct and of Ethics 5 25K
13: EX-21 List of Subsidiaries 1 7K
14: EX-31 Certification of Chief Executive and Financial 2± 11K
Officer
15: EX-32 Certification of Chief Executive and Financial 1 8K
Officer
EX-10.4 — 2005 Incentive Plan
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Exhibit 10.4
TIGER TELEMATICS, INC.
2005 INCENTIVE PLAN
1. PURPOSE.
The purpose of the Tiger Telematics, Inc. 2005 Incentive Plan (the
"Plan") is to provide an incentive to Board members, employees, professional
advisors and other independent contractors who provide services to Tiger
Telematics, Inc., a Delaware corporation (the "Corporation"), or its subsidiary
corporations (the "Subsidiary" or "Subsidiaries"), as defined in Section 414(f)
of the Internal Revenue Code of 1986, as amended (the "Code"), who are in a
position to contribute materially to the long-term success of the Corporation,
to increase their proprietary interest in the success of the Corporation and to
aid in attracting and retaining directors, employees and independent contractors
of outstanding ability. The above aims will be effectuated through the granting
of awards in the form of shares of the Corporation's common stock (the "Stock
Awards").
2. ADMINISTRATION.
2.1 The Board of Directors of the Corporation (the "Board") shall
appoint an award committee for the purpose of administering the Plan (the
"Administrator"). The Administrator from time to time in its sole and absolute
discretion shall determine:
(a) the Board members, employees, professional advisors and
other independent contractors who provide services to the Corporation
and its Subsidiaries (from the class of persons eligible under Section
3 to receive Stock Awards under the Plan) to whom Stock Awards will be
granted;
(b) the time or times at which Stock Awards will be granted;
(c) the number of shares of the Corporation's common stock
subject to each Stock Award; and
(d) all other terms and conditions of each Stock Award and to
make all other determinations related to the Plan and any Stock Award
that is necessary or advisable.
2.2 The Board from time to time may remove the Administrator and
appoint a new Administrator.
2.3 The Administrator shall have the full and exclusive power to
construe and interpret the Plan, to prescribe, amend and rescind rules and
regulations relating to the Plan and to take all actions necessary or advisable
for the administration of the Plan. The interpretation and construction by the
Administrator of any provisions of the Plan or of any Stock Award granted under
it shall be final.
2.4 No member of the Board or the Administrator shall be liable
for any action or determination made in good faith by the Board or the
Administrator with respect to the Plan or any Stock Award granted under the
Plan.
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3. ELIGIBILITY.
3.1 The persons who will be eligible to receive Stock Awards (a
"Recipient") shall be such Board members, employees, professional advisors and
other independent contractors who provide services to the Corporation or its
Subsidiaries as the Administrator shall select from time to time.
3.2 A Recipient may hold more than one Stock Award, but only on
the terms and subject to the restrictions set forth in the Plan.
4. STOCK.
4.1 The stock subject to the Stock Awards shall be the shares of
the Corporation's authorized and unissued or reacquired $.001 par value per
share Common Stock (the "Shares"). The aggregate number of Shares that may be
issued as Stock Awards pursuant to the Plan shall not exceed 1,000,000 Shares.
The limitations established by each of the preceding sentences shall be subject
to adjustment as provided in Section 5.1(c).
4.2 In the event that any Shares transferred under a Stock Award
are forfeited by the Recipient or redeemed by the Corporation, such Shares may
again be subjected to a Stock Award under the Plan.
5. TERMS AND CONDITIONS FOR STOCK AWARDS.
5.1 Stock Awards granted pursuant to the Plan shall be authorized
by the Administrator and shall be evidenced by Stock Award agreements in such
form as the Administrator from time to time shall approve, which agreements
shall contain or shall be subject to the following terms and conditions, whether
or not such terms and conditions are specifically included therein except to the
extent otherwise expressly limited in the applicable Stock Award agreement:
(a) The Number of Shares. Each Stock Award shall state the
number of shares to which it pertains ("Award Shares").
(b) Shareholder Rights. Upon issuance of the Award Shares, the
Recipient thereupon shall be a shareholder with respect to all of the
Shares represented by such certificate or certificates and shall have
all of the rights of a shareholder with respect to all such Shares,
including the right to vote such Shares and to receive all dividends
and other distributions; provided, however, that such Shares shall be
subject to the restrictions hereinafter described in Section 5.1(e).
Certificates representing Award Shares shall be imprinted with a legend
to the effect that the Shares represented thereby may not be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of
except in accordance with the terms of this Plan.
(c) Recapitalization. In the event that, as a result of a
stock split or stock dividend or a combination of shares or any other
change, or exchange for other securities by reclassification,
reorganization, merger, consolidation, recapitalization or otherwise,
the Recipient shall, as owner of the Award Shares, be entitled to new
or additional or different shares of stock or securities, as determined
by the Administrator to be appropriate. The certificate or certificates
for, or other evidences of, such new or additional or different shares
or securities shall be imprinted with the legend as provided in Section
5.1(b).
(d) Restricted Period. The term "Restricted Period" with
respect to Award Shares (after which restrictions shall lapse) shall
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mean a period commencing on the date of issuance of such Shares to the
Recipient and ending on a date or dates established by the
Administrator upon issuance of Shares hereunder.
(e) Restrictions. The restrictions to which Award Shares may
be subject are as follows:
(i) During the Restricted Period
applicable to such Award Shares and except as otherwise
specifically provided in the Plan, none of such Award Shares
shall be sold, exchanged, transferred, pledged, hypothecated
or otherwise disposed of;
(ii) If the service relationship between a
Recipient and the Corporation shall be terminated for any
reason, including such Recipient's death or disability, at any
time prior to the end of the Restricted Period, at the option
of the Corporation, the Award Shares may be forfeited to the
Corporation or redeemed by the Corporation at a purchase price
determined by the Administrator; and/or
(iii) Any additional restrictions that the
Administrator determines are necessary or appropriate
including restrictions imposed under Federal or State
securities laws.
(f) Lapse at the Discretion of the Administrator. The
Administrator shall have the authority to accelerate the time at which
the restrictions will lapse or to remove any of such restrictions
whenever it may decide in its absolute discretion that, by reason of
changes in applicable tax or other laws or changes in circumstances
arising after the date of the Stock Award, such action is in the best
interest of the Corporation.
(g) Compliance with SEC Requirements. No certificate for Award
Shares distributed pursuant to the Plan shall be issued until the
Corporation shall have taken such action, if any, as is required to
comply with the provisions of the Securities Act of 1933, as amended,
the Securities Act of 1934, as amended, any other applicable laws and
the requirements of any exchange in which the Shares may, at the time,
be listed. The Corporation may require that, in acquiring any Award
Shares, the Recipient agree with and represent to the Corporation that
he is acquiring such Award Shares for the purpose of investment and
with no present intention to transfer, sell or otherwise dispose such
Shares.
(h) Income Tax Provisions. Each Recipient shall agree at the
time his Stock Award is granted, and as a condition thereof, that the
Corporation or participating Subsidiary shall to the extent required by
law, and may, to the extent permitted by law, deduct from any payment
of any kind otherwise due to such Recipient, the aggregate amount of
any federal, state or local taxes of any kind required by law to be
withheld with respect to the Award Shares or, if no such payments are
due or to become due to such Recipient, that such Recipient will pay to
the Corporation, or make arrangements satisfactory to the Corporation
regarding payment by the Corporation of, the aggregate amount of any
such taxes. Until such amount has been paid or arrangements
satisfactory to the Corporation have been made, no stock certificates
under this Plan shall be issued to Recipient. If the Recipient refuses
to make the payments or arrangements required by the Corporation, the
Administrator may cause the Award Shares to be forfeited.
(i) Legend. A legend in substantiality the following form will
be placed on any certificate(s) or other document(s) evidencing the
Stock Awards:
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE
SECURITIES LAWS. WITHOUT SUCH REGISTRATIONS, SUCH SECURITIES
MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
TRANSFERRED, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION
OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATIONS ARE NOT REQUIRED FOR SUCH TRANSFER OR THE
SUBMISSION TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER
WILL NOT BE IN VIOLATION OF THE U.S. SECURITIES ACT OF 1933,
AS AMENDED, APPLICABLE STATE SECURITIES LAWS OR ANY RULE OR
REGULATION PROMULGATED THEREUNDER.
(j) Other Provisions. Stock Awards authorized under the Plan
shall contain such other terms, conditions, provisions and restrictions
as the Administrator shall deem advisable subject to any limitation on
the discretion of the Administrator required by law.
6. INDEMNIFICATION OF BOARD AND ADMINISTRATOR.
In addition to such other rights of indemnification as the members of
the Board may have as Directors, the members of the Board and members of the
Administrator shall be indemnified by the Corporation against the reasonable
expenses, including attorneys' fees, actually incurred in connection with the
defense of any pending, threatened or possible action, suit or proceeding, or in
connection with any pending, threatened or possible appeal therein, to which
they or any of them may be a party by reason of any actual or alleged action
taken or failure to act under or in connection with the Plan or any Stock Award
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by the Corporation) or paid by them in
satisfaction of a judgment in any such action, suit or preceding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Board or Administrator member is liable for gross
negligence or willful misconduct in the performance of his duties; provided that
within sixty (60) days after institution of any such action, suit or proceeding
a Board or Administrator member shall in writing offer the Corporation the
opportunity, at its own expense, to handle and defend the same.
7. AMENDMENT TO THE PLAN.
The Board insofar as permitted by law, from time to time, with respect
to any Shares at the time not subject to Stock Awards, may suspend, terminate or
discontinue the Plan or revise or amend it in any respect whatsoever.
8. CONFLICTS.
No Board member shall be entitled to vote on any matter before the
Board relating to the issuance of Stock Awards to such Board member or the
enforcement of any provision of this Plan or a Stock Award granted to such Board
member.
9. EFFECT OF PLAN.
The granting of a Stock Award pursuant to the Plan shall not give the
Recipient any right to similar grants in future years or any right to be
retained in the employ of the Corporation or a Subsidiary, but a Recipient shall
remain subject to discharge to the same effect as if the Plan were not in
effect.
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Executed as of the ____ day of May, 2005.
TIGER TELEMATICS, INC.
By: /s/ Michael Carrender
Michael Carrender
Chief Executive Officer
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