Exhibit
10.1
SUPER
LEAGUE GAMING, INC.
2014
STOCK OPTION AND INCENTIVE PLAN
As
adopted by the Board of Directors on October 13, 2014
As
amended and approved by the Board of Directors and stockholders
effective May 26, 2015
As
amended and approved by the Board of Directors and stockholders
effective May 26, 2016
As
amended and approved by Board of Directors on June 16, 2017 and
stockholders on July 10, 2017
The
purpose of this 2014 Stock Option and Incentive Plan
(“Plan”) is to further the interests of Super League
Gaming, Inc., a Delaware corporation (“Company”) by
providing selected employees, directors, independent contractors
and advisors, upon whose judgment, initiative and effort the
Company is largely dependent for the successful conduct of its
business, the opportunity to participate in a stock option and
incentive plan designed to reward them for their services and to
encourage them to continue in the employ or service of the Company.
This Plan provides for both the direct award and sale of Shares and
for the grant of Options to purchase Shares. Options granted under
this Plan may include Non-Qualified Options as well as Incentive
Options intended to qualify under Section 422 of the
Code.
For all
purposes of this Plan, the following definitions shall
apply:
2.1. “Board”
shall mean the Board of Directors of the Company, as constituted
from time to time.
2.2. “Change
of Control” shall mean (i) the sale of all or
substantially all of the assets of the Company, or (ii)
any merger, consolidation or acquisition of the Company with, by or
into another corporation, entity or third party, the result of
which is a change in the ownership of more than fifty percent (50%)
of the voting capital stock of the Company.
2.3. “Code”
shall mean the Internal Revenue Code of 1986, as amended, together
with the regulations promulgated thereunder.
2.4. “Committee”
shall mean the committee designated by the Board, which is
authorized to administer this Plan in accordance with Section
3 hereof. The Committee shall be composed
solely of two or more Non-Employee Directors and otherwise have
such membership composition which enables the Options or other
rights granted under this Plan to qualify for exemption under Rule
16b-3 with respect to persons who are subject to Section 16 of the
Exchange Act. Each member of the Committee shall serve at the
pleasure of the Board. If no Committee is designated by the Board,
the Board collectively shall act as the Committee and administer
this Plan.
2.5. “Common
Stock ” shall mean the Company’s common stock,
$0.001 par value.
2.6. “Company”
shall mean Super League Gaming, Inc., a Delaware
corporation.
2.7. “Employee”
shall mean any individual who is a full-time employee of the
Company or a Subsidiary.
2.8. “Exchange
Act” shall mean the Securities Exchange Act of 1934,
as amended, or any successor rule.
2.9. “Exercise
Price” shall mean the amount for which one Share may
be purchased upon exercise of an Option, as specified by the
Committee in the Option Grant.
2.10. “Fair
Market Value” shall mean (i) the closing price of a
Share on the principal exchange (including the Nasdaq Stock Market
or a successor quotation system) on which Common Stock is trading
or quoted, on the date on which the Fair Market Value is determined
(if Fair Market Value is determined on a date which the principal
exchange is closed, Fair Market Value shall be determined on the
last immediately preceding trading day), or (ii) if Common Stock is
not traded on an exchange or quoted on the Nasdaq Stock Market or a
successor quotation system, the fair market value of a Share shall
equal the immediately preceding private placement price per share
being utilized. Notwithstanding any provision of this Plan to the
contrary, no determination made with respect to the Fair Market
Value of a Share subject to an Incentive Option shall be
inconsistent with Section 422 of the Code.
2.11. “Immediate
Family” shall mean, with respect to a particular
Optionee, the Optionee’s spouse, children or grandchildren
(including adopted and step children and
grandchildren).
2.12. “Incentive
Option” shall mean an option granted under this Plan
which is designated and qualified as an incentive stock option
within the meaning of Section 422 of the Code. Neither the
Committee, the Board nor the Company shall have any liability if an
Option or any part thereof that is intended to be an Incentive
Option does not qualify as such. An Option or any part thereof that
does not qualify as an Incentive Option is referred to herein as a
Non-Qualified Option.
2.13. “Non-Employee
Director” shall have the meaning set forth in Rule
16b-3 promulgated by the Securities and Exchange Commission
pursuant to the Exchange Act.
2.14. “Non-Qualified
Option” shall mean an option (or warrant for any
person other than an Employee or Non-Employee Director) granted
under this Plan which is designated as a non-qualified stock option
and which does not qualify as an incentive stock option within the
meaning of Section 422 of the Code.
2.15. “Offeree”
shall mean any person who has been offered the right to acquire
Shares under this Plan (other than upon exercise of an
Option).
2.16. “Option”
shall mean an Incentive Option or a Non-Qualified
Option.
2.17. “Option
Grant” shall mean the written instrument which
contains the terms, conditions and restrictions pertaining to each
Option granted to an Optionee.
2.18. “Optionee”
shall mean any person who has been granted an Option under this
Plan.
2.19. “Permanent
Disability” shall mean a permanent and total
disability within the meaning of Section 22(e)(3) of the
Code.
2.20. “Plan”
shall mean this Super League Gaming, Inc. 2014 Stock Option and
Incentive Plan, as amended from time to time.
2.21. “Purchase
Price” shallmean the consideration for which one Share
may be acquired under this Plan (other than upon exercise of an
Option), as specified by the Committee in the Shane
Award.
2.22. “Relationship”
shall mean any individual who is (i) an Employee of the Company or
a Subsidiary, (ii) a member or a member designee of the Board or of
the board of directors of a Subsidiary, or (iii) an independent
contractor or advisor who performs services for the Company or a
Subsidiary.
2.23. “Share”
shall mean one share of Common Stock, as adjusted in accordance
with Section 9 (if
applicable).
2.24. “Share
Award” shall mean the written instrument which
contains the terms, conditions and restrictions pertaining to each
award or sale of Shares to an Offeree.
2.25. “Subsidiary”
shall mean any company or entity of which the Company owns,
directly or indirectly, the majority of the combined voting power
of all classes of stock.
2.26. “Termination
for Cause” shall mean the termination of the
employment or service of an individual with the Company, whether
voluntary or involuntary, that is determined by the Committee, in
its sole discretion, to have resulted from (i) the unauthorized use
or disclosure of the confidential information or trade secrets of
the Company, which use or disclosure causes harm to the Company,
(ii) the conviction of, or plea of “guilty” or
“no contest” to, a felony under the laws of the United
States or any state thereof, (iii) willful misconduct, or (iv)
continued failure to perform assigned duties after receiving
written notification from the Board. The foregoing, however, shall
not be deemed to be an exclusive list of all acts or omissions that
the Committee may consider as grounds for Termination for
Cause.
3.1. Committee
Procedures. The Board shall designate one of the members of
the Committee as chairman. The Committee may hold meetings at such
times and places as it shall determine. The acts of a majority of
the Committee members present at meetings at which a quorum exists,
or acts reduced to or approved in writing by all Committee members,
shall be valid acts of the Committee.
3.2. Committee
Responsibilities. Subject to the provisions of this Plan,
the Committee shall have full authority and discretion to take the
following actions:
3.2.1. To
interpret this Plan and to apply its provisions;
3.2.2. To
adopt, amend or rescind rules, procedures and forms relating to
this Plan;
3.2.3. To
authorize any person to execute, on behalf of the Company, any
instrument required to carry out the purposes of this
Plan;
3.2.4. To
determine when Shares are to be awarded or offered for sale and
when Options are to be granted under this Plan;
3.2.5. To
select the Offerees and Optionees;
3.2.6. To
determine the number of Shares to be offered to each Offeree or to
be made subject to each Option;
3.2.7. To
prescribe the terms, restrictions and conditions of each award or
sale of Shares, including, without limitation, the Purchase Price
and the vesting of the award (including accelerating the vesting of
awards);
3.2.8. To
prescribe the terms, restrictions and conditions of each Option,
including, without limitation, the Exercise Price and the vesting
or duration of the Option (including accelerating the vesting of
the Option), and to determine whether such Option is to be
classified as an Incentive Option or as a Non-Qualified
Option;
3.2.9. To
amend any outstanding Share Award or Option Grant, subject to the
limitatio ns of this Plan;
3.2.10.
To correct any
defect, supply any omission, or reconcile any inconsistency in this
Plan or any Option or other right granted under this Plan;
and
3.2.11.
To take any other
actions or make any other determinations or interpretations deemed
necessary or advisable for the administration of this
Plan.
3.3. Indemnification.
No member of the Committee shall be liable for any action that he
has taken or has failed to take in good faith with respect to this
Plan, any Option, or any right to acquire Shares under this Plan.
Service on the Committee shall constitute service as a director of
the Company so that a member of the Committee shall be entitled to
indemnification and reimbursement as a director of the Company to
the full extent allowable under its governing instruments and
applicable law.
3.4. Other.
Subject to the requirements of applicable law, the Committee may
designate persons other than members of the Committee to carry out
its responsibilities and may prescribe such conditions and
limitations as it may deem appropriate, except that the Committee
may not delegate its authority with regard to the selection for
participation of or the granting of Options or other rights under
this Plan to persons subject to Section 16 of the Exchange Act. All
decisions, interpretations and other actions of the Committee shall
be final and binding on all Offerees, all Optionees, and all
persons deriving their rights from an Offeree or
Optionee.
4.1. General
Rule. Non-Qualified Options may be granted to any individual
who has a Relationship with the Company or a Subsidiary. Incentive
Options may be granted to any Employee of the Company or a
Subsidiary.
4.2. Non-Employee Directors. Notwithstanding
any provision of this Plan to the contrary, Non- Employee Directors
shall only be eligible for the grant of Non-Qualified Options as
described in this Section 4.2.
4.3. Ten-Percent
Stockholders. An Employee who owns more than 10% of the
total combined voting power of all classes of outstanding stock of
the Company or any of its Subsidiaries shall not be eligible for
the grant of an Incentive Option unless such grant satisfies the
requirements of Section 422(c)(6) of the Code.
4.4. Attribution
Rules. For purposes of Section 4.3 above, in determining
stock ownership, an Employee shall be deemed to own the stock
owned, directly or indirectly, by or for his brothers, sisters,
spouse, ancestors and lineal descendants. Stock owned, directly or
indirectly, by or for a company, corporation, partnership, estate
or trust shall be deemed to be owned proportionately by or for its
members, shareholders, partners or beneficiaries.
4.5. Outstanding
Stock. For purposes of Section 4.3 above, “outstanding
stock” shall include all stock actually issued and
outstanding immediately after the grant. “Outstanding
stock” shall not include shares authorized
for issuance under outstanding options or similar rights held by
the Employee or by any other person.
5.
STOCK SUBJECT TO THIS
PLAN
5.1. Basic
Limitation. Shares offered under this Plan shall be
authorized but unissued shares, or treasury shares. Four Million
Five Hundred Thousand (4,500,000) shares have been reserved for
issuance under this Plan (upon exercise of Options or other rights
to acquire Shares). The aggregate number of Shares which may be
issued under this Plan shall at all times be subject to adjustment
pursuant to Section
9. The number of Shares which are subject to Options or other
rights outstanding at any time under this Plan shall not exceed the
number of Shares which then remain available for issuance unde r
this Plan. The Company, during the term of this Plan, shall at all
times reserve and keep available sufficient Shares to satisfy the
requirements of this Plan.
5.2. Additional
Shares. In the event that any outstanding Option or other
right for any reason expires or is canceled or otherwise
terminated, the Shares allocable to the unexercised portion of such
Option or other right shall again be available for the purposes of
this Plan. If Shares are forfeited before any dividends have been
paid with respect to the Shares, then such Shares shall again be
available for award or sale under this Plan.
6.
TERMS
AND CONDITIONS OF OPTIONS
6.1. Option
Grant. Each grant of an Option under this Plan shall be
evidenced by an Option Grant approved by the Committee. Such Option
shall be subject to all applicable terms and conditions of this
Plan and may be subject to any other terms and conditions which are
not inconsistent with this Plan and which the Committee deems
appropriate for inclusion in an Option Grant. The provisions of the
various Option Grants entered into under this Plan need not be
identical. In no event shall the aggregate fair market value
(determined as of the time the Incentive Option is granted) of the
Shares with respect to which Incentive Options (granted under this
Plan or any other plans of the Company) are exercisable for the
first time by an Optionee in any calendar year exceed $100,000. No
Incentive Option shall be granted pursuant to this Plan after ten
years from the earlier of the date of adoption of this Plan by the
Board or the date of approval of this Plan by the Company’s
stockholders.
6.2. Number
of Shares. Each Option Grant shall specify the number of
Shares that are subject to the Option. The Option Grant shall also
specify whether the Option is a Non-Qualified Option or an
Incentive Option.
6.3. Exercise
Price. Each Option Grant shall specify the Exercise Price.
The Exercise Price of an Incentive Option shall not be less than
100% of the Fair Market Value of a Share on the date of grant. The
Exercise Price of a Non-Qualified Option shall not be less than 85%
of the Fair Market Value of a Share on the date of grant. Subject
to the preceding two sentences, the Exercise Price under any Option
shall be determined by the Committee at its sole discretion. The
Exercise Price shall be payable in one of the forms described in
Sections 8.1 and 8.2.
6.4. Withholding Taxes. As a condition to
the exercise of an Option, the Optionee shall make such
arrangements as the Committee may require for the satisfaction of
any federal, state or local withholding tax obligations that may
arise in connection with such exercise. The Optionee shall also
make such arrangements as the Committee may require for the
satisfaction of any federal, state or local withholding tax
obligations that may arise in connection with the disposition of
Shares acquired by exercising an Option.
6.5. Exercisability and Term. Each Option
Grant shall specify the date when all or any installment of the
Option is to become exercisable. An Option may be exercised only by
delivery to the Company of a written notice of exercise signed by
the proper person together with payment in full for the number of
Shares which the Option is exercised. The Option Grant shall also
specify the term of the Option. The term shall not exceed ten years
from the date of grant. Subject to the preceding three sentences,
the Committee at its sole discretion shall determine when all or
any installment of an Option is to become exercisable and when an
Option is to expire. Notwithstanding anything to the contrary
herein, no Option will be exercisable (and any attempted exercise
will be deemed null and void) if such exercise would create a right
of recovery for “short-swing profits” under Section
16(b) of the Exchange Act. This Section 6.5 is intended to protect persons subject to
Section 16(b) against inadvertent violations of Section 16(b) and
shall not apply with respect to any particular exercise of an
Option if the limitation in the preceding sentence of this Section
6.5 is expressly waived in writing by the
Optionee at the time of such exercise.
6.6. Termination of Relationship. Except as
the Committee may otherwise determine at any time with respect to
any particular Non-Qualified Option granted hereunder:
6.6.1. If
an Optionee ceases to have a Relationship for any reason other than
his death or Permanent Disability, any Options granted to him shall
terminate 90 days from the date on which such Relationship
terminates. During the ninety day period, the Optionee may exercise
any Option granted to him but only to the extent such Option was
exercisable on the date of termination of his Relationship and
provided that such Option has not previously expired by its own
terms or otherwise terminated as provided herein. A leave of
absence approved in writing by the Committee shall not be deemed a
termination of Relationship for purposes of this Section 6.6, but no Option may be exercised during any
such leave of absence, except during the first 90 days
thereof.
6.6.2. For
purposes hereof, termination of an Optionee’s Relationship
for reasons other than death or Permanent Disability shall be
deemed to take place upon the earliest to occur of the following:
(i) the date of the Optionee’s retirement from employment
under the normal retirement policies of the Company; (ii) the date
of the Optionee’s retirement from employment with the
approval of the Committee because of disability (other than
Permanent Disability); (iii) the date the Optionee receives notice
or advice that his employment or other Relationship is terminated;
or
(iv)
the date the Optionee ceases to render the services which he was
employed, engaged or retained to render to the Company (absences
for temporary illness, emergencies and vacations or leaves of
absence approved in writing by the Committee excepted). The fact
that the Optionee may receive payment from the Company after
termination for vacation pay, for services rendered prior to
termination, for salary in lieu of notice or for other benefits
shall not affect the termination date.
6.6.3. Notwithstanding
anything in this Plan to the contrary, no Option may be exercised
or claimed by Optionee following the termination of his
Relationship as a result of a Termination for Cause, and no Option
may be exercised or claimed while the Optionee is being
investigated for a Termination for Cause.
6.7. Death
or Permanent Disability of Optionee. Except as the Committee
may otherwise determine at any time with respect to any particular
Non-Qualified Option granted hereunder, if an Optionee shall die at
a time when he is in a Relationship or if the Optionee shall cease
to have a Relationship by reason of Permanent Disability, any
Options granted to him shall terminate one year after the date of
his death or termination of Relationship due to Permanent
Disability unless by its terms it shall expire before such date or
otherwise terminate earlier as provided herein, and shall only be
exercisable to the extent that it would have been exercisable on
the date of his death or his termination of Relationship due to
Permanent Disability. In the case of death, the Option may be
exercised by the person or persons to whom the Optionee’s
rights under the Option shall pass by will or by the laws of
descent and distribution.
6.8. Privileges
of Stock Ownership. No person entitled to exercise any
Option granted under this Plan shall have any of the rights or
privileges of a stockholder of the Company with respect to any
Shares issuable upon exercise of such Option until such person has
become the holder of record of such Shares. No adjustment shall be
made for dividends or distributions of rights in respect of such
Shares if the record date is prior to the date on which such person
becomes the holder of record, except as provided in Section
9 hereof.
6.9. Amendment
of Options. The Committee may amend, modify, extend, renew
or terminate outstanding Options or may accept the cancellation of
outstanding Options (to the extent not previously exercised),
whether or not granted hereunder, in return for the grant of new
Options at the same or a different price. The Committee may shorten
the vesting period, extend the exercise period, remove any or all
restrictions or convert an Incentive Option to a Non-Qualified
Option, if, in its sole discretion, the Committee determines that
such action is in the best interests of the Company. The foregoing
notwithstanding, the Optionee’s consent to any such action
shall be required unless the Board determines that the action,
taking into account any related action, would not materially and
adversely affect the Optionee.
6.10. Restrictions
on Transfer of Shares. Any Shares issued upon exercise of an
Option shall be subject to such special forfeiture conditions,
rights of repurchase, rights of first refusal and other transfer
restrictions as the Committee may determine. Such restrictions
shall be set forth in the applicable Option Grant and shall apply
in addition to any general restrictions that may apply to all
holders of Shares. Each certificate representing any Shares issued
upon exercise of an Option shall bear a legend making appropriate
reference to the restrictions imposed on the Shares.
7.
TERMS
AND CONDITIONS OF AWARDS OR SALES
7.1. Share
Award. Each award or sale of Shares under this Plan (other
than upon exercise of an Option) shall be evidenced by a Share
Award approved by the Committee. Such award or sale shall be
subject to all applicable terms and conditions of this Plan and may
be subject to any other terms and conditions which are not
inconsistent with this Plan and which the Committee deems a
ppropriate for inclusion in a Share Award. The provisions of the
various Share Awards entered into under this Plan need not be
identical.
7.2. Duration
of Offers and Nontransferability of Rights. Any right to
acquire Shares under this Plan (other than an Option) shall
automatically expire if not exercised by the Offeree within thirty
days after the grant of such right was communicated to the Offeree
by the Committee. Such right shall not be transferable and shall be
exercisable only by the Offeree to whom such right was
granted.
7.3. Purchase
Price. The Purchase Price shall be determined by the
Committee at its sole discretion. The Purchase Price shall be
payable in one of the forms described in Sections 8.1, 8.2 or 8.3.
7.4. Withholding Taxes. As a condition to
the receipt or purchase of Shares, the Offeree shall make such
arrangements as the Committee may require for the satisfaction of
any federal, state or local withholding tax obligations that may
arise in connection with a recognition of income from such Shares
(either on the date of grant or the date the restrictions
lapse).
7.5. Amendment
of Share Awards. The Committee may amend, modify or
terminate any outstanding Share Awards. The Committee may shorten
the vesting period or remove any or all restrictions if, in its
sole discretion, the Committee determines that such action is in
the best interests of the Company. The foregoing notwithstanding,
the Offeree’s consent to any such action shall be required
unless the Board determines that the
action, taking into account any related action, would not
materially and adversely affect the Offeree.
7.6. Restrictions
on Transfer of Shares. Any Shares awarded or sold under this
Plan shall be subject to such special forfeiture conditions, rights
of repurchase, rights of first refusal and other transfer
restrictions as the Committee may determine. Such restrictions
shall be set forth in the applicable Stock Purchase Agreement and
shall apply in addition to any general restrictions that may apply
to all holders of Shares. Each certificate representing any Shares
awarded or sole under this Plan will bear a legend making
appropriate reference to the restrictions imposed on the
Shares.
8.1. General Rule. The entire Purchase Price
or Exercise Price for the number of Shares being purchased and, if
applicable, any federal, state or local withholding taxes required
to be paid in accordance with Section 6.4
or 7.4 hereof, shall be payable in full,
by cash or by certified or cashier’s check payable to the
order of the Company or equivalent thereof acceptable to the
Company, at the time when such Shares are purchased, except as
provided in Sections 8.2 and 8.3 below. Notwithstanding the
foregoing, the Company shall have the right to postpone the time of
delivery of the Shares for such period as may be required for it to
comply, with reasonable diligence, with any applicable listing
requirements of any national securities exchange (including the
Nasdaq Stock Market) or any federal, state or local law. If an
Optionee or Offeree fails to accept delivery of or fails to pay for
all or any portion of the Shares requested, the Committee shall
have the right to terminate his Option (or other right to acquire
Shares) with respect to the number of such Shares
requested.
8.2. Surrender of Stock; Cashless Exercise.
At the discretion of the Committee, payment may be made in whole or
in part with Shares which were acquired by the Optionee in the open
market or which have already been owned by the Optionee or his
representative for more than six months, and which certificate(s)
representing the Shares is surrendered to the Company duly endorsed
and in good form for transfer. Such Shares shall be valued at their
Fair Market Value on the date when the new Shares are purchased
under this Plan.
8.3. Services Rendered. At the discretion of
the Committee, Shares may be awarded under this Plan in
consideration of services rendered to the Company or a Subsidiary
prior to the award. If Shares are awarded without the payment of a
Purchase Price in cash, the Committee shall make a determination
(at the time of the award) of the value of the services rendered by
the Offeree and the sufficiency of the consideration to meet the
requirements of this Section 8.3.
9.1. General.
In the event of a subdivision of the outstanding Common Stock, a
declaration of a dividend payable in Shares, a declaration of a
dividend payable in a form other than Shares in an amount that has
a material effect on the value of Shares, a combination or
consolidation of the outstanding Common Stock (by reclassification
or otherwise) into a lesser number of Shares, a recapitalization or
a similar occurrence, the Committee shall make at its sole
discretion appropriate adjustments in one or more of:
(i) the
number of Shares available for future grants under Section 5; (ii) the number of Shares covered by each
outstanding Option; (iii) the Exercise Price under each outstanding
Option; (iv) the number of Shares covered by each outstanding
award; or (v) the Purchase Price of each outstanding
award.
9.2. Reorganization.
In the event that the Company is a party to a merger or other
reorganization, outstanding Options shall be subject to the
agreement of merger or reorganization. Such agreement may provide
for the assumption of outstanding Options by the surviving
corporation or its parent
or for
their continuation by the Company (if the Company is a surviving
corporation); provided,
however, that if assumption or continuation of the
outstanding Options is not provided by such agreement then the
Committee shall have the option of offering the payment of a cash
settlement equal to the difference between the amount to be paid
for one Share under such agreement and the Exercise Price, in all
cases without the Optionees’ consent.
9.3. Reservation
of Rights. Except as provided in this Section 9, an Optionee or Offeree shall have no rights
by reason of any subdivision or consolidation of shares of stock of
any class, the payment of any dividend or any other increase or
decrease in the number of shares of stock of any class. Any issue
by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect,
and no adjustment by reason thereof shall be made with respect to,
the number or Exercise Price of Shares subject to an Option. The
grant of an Option pursuant to this Plan shall not affect in any
way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or
assets.
In the
event of a Change of Control, all restrictions on all awards or
sales of Shares will accelerate and vesting on all
unexercised and unvested Options will occur on the Change of
Control Date.
11.
LEGAL
AND REGULATORY REQUIREMENTS
Shares
shall not be issued under this Plan unless the issuance and
delivery of such Shares complies with (or is exempt from) all
applicable requirements of law, including (without limitation) the
Securities Act of 1933, as amended, the rules and regulations
promulgated thereunder, state securities laws and regulations and
the regulations of any stock exchange on which the Company’s
securities may then be listed.
Nothing
contained in this Plan or in any right or Option granted under this
Plan shall confer upon any Offeree or Optionee any right with
respect to the continuation of his employment by or other
Relationship with the Company or a Subsidiary. The Company and its
Subsidiaries reserve the right to terminate any person’s
employment and/or Relationship at any time and for any reason, with
or without notice.
13.
DURATION
AND AMENDMENTS
13.1. Term
of this Plan. This Plan shall terminate automatically on
July 1, 2027 and may be terminated on any earlier date pursuant to
Section 13.2 below.
13.2. Right
to Amend, Suspend or Terminate this Plan. The Board of
Directors may amend, suspend or terminate this Plan at any time and
from time to time. An amendment of this Plan shall be subject to
the approval of the Company’s stockholders only to the extent
required by applicable laws, regulations or rules.
13.3. Effect
of Termination. No Shares shall be issued or sold under this
Plan after the termination thereof, except upon exercise of an
Option granted prior to such termination. The termination of this
Plan shall not affect any Share previously issued or any Option
previously granted under this Plan.
Nothing
contained in this Plan and no action taken pursuant to this Plan
shall create or be construed to create a trust of any kind, or a
fiduciary relationship, between the Company and any Offeree or
Optionee, the executor, administrator or other personal
representative, or designated beneficiary of such Offeree or
Optionee, or any other persons. If and to the extent that any
Offeree or Optionee or such Offeree’s or Optionee’s
executor, administrator or other personal representative, as the
case may be, acquires a right to receive any payment from the
Company pursuant to this Plan, such right shall be no greater than
the right of an unsecured general creditor of the
Company.
Each
Offeree or Optionee shall be responsible for furnishing the
Committee with the current and proper address for the mailing of
notices and delivery of agreements, Common Stock and cash pursuant
to this Plan. Any notices required or permitted to be given shall
be deemed given if directed to the person to whom addressed at such
address and mailed by regular United States mail, first-class and
prepaid. If any item mailed to such address is returned as
undeliverable to the addressee, mailing will be suspended until the
Offeree or Optionee furnishes the proper address. This provision
shall not be construed as requiring the mailing of any notice or
notification if such notice is not required under the terms of this
Plan or any applicable law.
16.
SEVERABILITY
OF PROVISIONS
If any
provision of this Plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other
provisions hereof, and this Plan shall be construed and enforced as
if such provisions had not been included.
17.
PAYMENT
TO MINORS, ETC.
Any
benefit payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefor shall be
deemed paid when paid to such person’s guardian or to the
party providing or reasonably appearing to provide for the care of
such person, and such payment shall fully discharge the Committee,
the Company and other parties with respect thereto.
18.
HEADINGS
AND CAPTIONS
The
headings and captions herein are provided for reference and
convenience only, shall not be considered part of this Plan, and
shall not be employed in the construction of this
Plan.
This
Plan shall be construed and enforced according to the laws of the
State of Delaware to the extent not preempted by federal law, which
shall otherwise control.
The
grant of Options under this Plan shall be subject to approval of
this Plan by the stockholders of the Company within twelve months
after the date this Plan was adopted by the Board. Such stockholder
approval shall be obtained in the degree and manner required under
applicable law. The Committee may grant Options under this Plan
prior to approval by the stockholders, but until such approval is
obtained, no such Option shall be exercisable.
To
record the adoption of this amended Plan by the Board, and
unanimously approved by the stockholders of the Company, has caused
its authorized officer to execute the same.
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SUPER
LEAGUE GAMING, INC.
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By:
/s/ Ann
Hand
Ann Hand
Chief Executive Officer & President
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