NONSTATUTORY STOCK OPTION GRANT AGREEMENT UNDER THE
UNDER
THE
2006
PLASTINUM POLYMER TECHNOLOGIES CORP. LONG-TERM INCENTIVE PLAN
This
Grant Agreement (the “Agreement”)
evidences the stock options (each, an “Option”
or
collectively, the “Options”)
granted to Jacques
Mot
(the
“Optionee”)
by
Plastinum Polymer Technologies Corp., a Delaware corporation (the “Company”),
effective as of April 18, 2008 (the “Grant
Date”),
pursuant to the Plastinum Polymer Technologies Corp. 2006 Long-Term Incentive
Plan (the “Plan”)
and
conditioned upon the Optionee’s agreement to the terms described below. All of
the provisions of the Plan are expressly incorporated into this Agreement.
THIS
AGREEMENT AND THE GRANT OF ALL OPTIONS EVIDENCED HEREBY IS SUBJECT TO THE
APPROVAL OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF THE
CORPORATION’S COMMON STOCK (EXCLUDING ANY SHARES HELD BY OPTIONEE WHO SHALL NOT
BE ENTITLED TO VOTE THEREON).
1. Grant
of Options.
The
Optionee is granted 7,200,000
Options
under this Agreement. Each Option is a nonstatutory stock option that entitles
the Optionee to purchase from the Company one share of Common Stock of the
Company. The exercise price of the options (the “Exercise
Price”)
shall
be $0.30.
If not
sooner exercised or terminated, the Options expire at 5:00 p.m. Eastern Time
on
the last business day coincident with or prior to the fifth anniversary of
the
Grant Date (the “Expiration
Date”).
(a) “Company”
includes Plastinum Polymer Technologies Corp. and its Affiliates, except where
the context otherwise requires.
(b) The
shares of Common Stock underlying the Options are referred to in this Agreement
as “Option
Shares.”
2. Vesting;
Bonus Options.
(a) Provided
that the Optionee has been continuously employed by the Company through the
following dates, 2,400,000
of the
Options shall vest on each of the following dates (the “Milestone
Attainment Dates”)
upon
the attainment of each of the following respective milestones (the “Milestones”):
(i)
on December 31, 2008, if at least one fully operational factory in The
Netherlands capable of processing 15,000 tons of eWaste per year at full
capacity has been established by the Company, (ii) on December 31, 2009 if
at
least one fully operational factory in the United States has been established
by
the Company and (iii) on December 31, 2010 if at least four fully operational
factories, including the ones contemplated by the preceding clauses (i) and
(ii), have been established by the Company; provided,
however,
that
the Milestones in clauses (i), (ii) and (iii) above may be adjusted by the
Compensation Committee of the Company at its discretion at the beginning of
the
respective calendar year.
(b) On
each
Milestone Achievement Date, any Options that would have vested but did not
vest
due to the lack of attainment of the respective Milestone (as may have been
adjusted pursuant to the proviso in the preceding Section 2(a)) shall
automatically expire.
(c) On
such
date as the market capitalization of the Company exceeds $300 million
(calculated by multiplying the number of issued and outstanding shares of Common
Stock of the Company by the closing price per share as reported by the
securities market in the United States on which such shares are listed for
quotation) and provided that the Optionee has been continuously employed by
the
Company through such date and that such date occurs on or prior to the third
anniversary of the date hereof, then the Company shall grant Optionee up to
an
additional 7,200,000
Options
under this Agreement by doubling, via an additional matching Options grant,
the
number of Options that have already vested and the number of Options subject
to
vesting on each Milestone Date that has not yet occurred.
1
(d) In
the
event of a Sale of the Company (as defined in the Plan), all unvested
outstanding Options shall automatically vest and become immediately exercisable
by the Optionee at the time of the Sale of the Company and such Options shall
terminate if not exercised as of the date of the Sale of the Company or other
prescribed period of time.
3. Exercise
of Options.
(a) Right
to Exercise.
The
Optionee may exercise the Options to the extent vested at any time on or before
the Expiration Date or the earlier termination of the Options as provided in
the
Plan, except in the case of death or Disability of the Optionee. Section 4
below
contains certain provisions regarding the exercise of the Options that apply
in
the event of the Optionee’s death or Disability. The Options may be exercised
only in multiples of whole shares and may not be exercised at any one time
as to
fewer than one hundred shares (or such lesser number of shares as to which
the
Options are then exercisable). No fractional shares will be issued under the
Options.
(b) Exercise
Procedure.
In
order to exercise the Options, the following items must be delivered to the
Secretary of the Company before the expiration or termination of the Options:
(i) an exercise notice, in such form as the Company’s Board or Committee thereof
(the “Administrator”)
may
require from time to time, specifying the number of Option Shares to be
purchased, and (ii) full payment of the Exercise Price for such Option Shares
or
properly executed, irrevocable instructions, in such form as the Administrator
may require from time to time, to effectuate a broker-assisted cashless
exercise, each in accordance with Section 3(c) of this Agreement, and (iii)
an
executed copy of any other agreements requested by the Administrator pursuant
to
Section 3(d) of this Agreement. An exercise will not be effective until all
of
the foregoing items are received by the Secretary of the Company.
(c) Method
of Payment.
Payment
of the Exercise Price may be made by any of the following methods, or a
combination thereof, as determined by the Administrator in its discretion at
the
time of exercise:
(i) by
delivery of cash, certified or cashier’s check, money order or other cash
equivalent acceptable to the Administrator in its discretion;
(ii) by
a
broker-assisted cashless exercise in accordance with Regulation T of the Board
of Governors of the Federal Reserve System through a brokerage firm approved
by
the Administrator; or
(iii) by
any
other method approved by the Administrator.
(d) Issuance
of Shares upon Exercise.
Upon
exercise of the Options in accordance with the terms of this Agreement, the
Company will issue to the Optionee, the brokerage firm specified in the
Optionee’s delivery instructions pursuant to a broker-assisted cashless
exercise, or such other person exercising the Options, as the case may be,
the
number of shares of Common Stock so paid for, in the form of fully paid and
nonassessable stock. The Company will deliver stock certificates for the Option
Shares as soon as practicable after exercise, which certificates will, unless
such Option Shares are registered or an exemption from registration is available
under applicable federal and state law, bear a legend restricting
transferability of such shares and referencing any applicable Stock Restriction
Agreement.
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4. Termination
of Options upon Death or Disability.
If
the
Optionee dies or is subject to a Disability (as defined in the Plan) prior
to
the expiration or other termination of the Options, (i) the unvested Options,
after giving effect to the provisions of Section 3 of this Agreement, terminate
immediately upon the Optionee’s death or Disability, and (ii) the vested Options
remain exercisable for a period of 180 days after the date of his death or
Disability, but in no event after the Expiration Date, by the Optionee or
Optionee's guardian, executor, personal representative, or the person(s) to
whom
the Options are transferred by will or the laws of descent and distribution,
as
the case may be.
5. Transferability
of Options.
These
Options are nontransferable otherwise than by will or the laws of descent and
distribution and during the lifetime of the Optionee, the Options may be
exercised only by the Optionee, or, during the period the Optionee is under
a
legal disability, by the Optionee’s guardian or legal representative. Except as
provided above, the Options may not be assigned, transferred, pledged,
hypothecated or disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process.
6. Nonstatutory
Nature of the Options.
The
Options are not
intended
to qualify as incentive stock options within the meaning of Code section 422,
and this Agreement shall be so construed. The Optionee acknowledges that, upon
exercise of the Options, the Optionee will recognize taxable income in an amount
equal to the excess of the then Fair Market Value of the Option Shares over
the
Exercise Price and must comply with the provisions of Section 7 of this
Agreement with respect to any tax withholding obligations that arise as a result
of such exercise.
7. Withholding
of Taxes.
At the
time the Options are exercised, in whole or in part, or at any time thereafter
as requested by the Company, the Optionee hereby authorizes withholding from
payroll or any other payment of any kind due the Optionee and otherwise agrees
to make adequate provision for foreign, federal, state and local taxes required
by law to be withheld, if any, which arise in connection with the Options.
The
Company may require the Optionee to make a cash payment to cover any withholding
tax obligation as a condition of exercise of the Options or issuance of share
certificates representing Option Shares.
The
Administrator may, in its sole discretion, permit the Optionee to satisfy,
in
whole or in part, any withholding tax obligation which may arise in connection
with the Options either by electing to have the Company withhold from the shares
to be issued upon exercise that number of shares, or by electing to deliver
to
the Company already-owned shares, in either case having a Fair Market Value
equal to the amount necessary to satisfy the statutory minimum withholding
amount due.
8. Adjustments
and Business Combinations.
(a) Adjustments
for Events Affecting Common Stock.
Upon a
stock dividend of, or stock split or reverse stock split affecting, the Common
Stock of the Company, the number of shares covered by and the exercise price
and
other terms of the Options shall, without further action of the Board, be
adjusted to reflect such event. The Administrator may make adjustments, in
its
discretion, to address the treatment of fractional shares and fractional cents
that arise with respect to the Options as a result of the stock dividend, stock
split or reverse stock split. In the event of any changes affecting the Company,
the capitalization of the Company or the Common Stock of the Company by reason
of any spin-off, split-up, dividend, recapitalization, merger, consolidation,
or
exchange of shares, the Administrator, in its discretion and without the consent
of the Optionee, shall make any other adjustments in the Options, including
but
not limited to reducing the number, kind and price of securities subject to
the
Options.
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(b) Pooling
of Interests Transaction.
Notwithstanding anything in the Plan or this Agreement to the contrary and
without the consent of the Optionee, the Administrator, in its sole discretion,
may make any modifications to the Options, including but not limited to
cancellation, forfeiture, surrender or other termination of the Options in
whole
or in part regardless of the vested status of the Options, but solely to the
extent necessary to facilitate any business combination that is authorized
by
the Board to comply with requirements for treatment as a pooling of interests
transaction for accounting purposes under generally accepted accounting
principles.
(c) Adjustments
for Unusual Events.
The
Administrator is authorized to make, in its discretion and without the consent
of the Optionee, adjustments in the terms and conditions of, and the criteria
included in, the Options in recognition of unusual or nonrecurring events
affecting the Company, or the financial statements of the Company or any
Affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Administrator determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Options or the
Plan.
(d) Binding
Nature of Adjustments.
Adjustments under this Section 8 will be made by the Administrator, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive. No fractional shares will be
issued pursuant to the Options on account of any such adjustments. The terms
and
conditions of this Agreement shall apply with equal force to any additional
and/or substitute securities received by the Optionee pursuant to this Section
10 in exchange for, or by virtue of the Optionee’s ownership of, the Options or
the Option Shares, except as otherwise determined by the
Administrator.
(e) Purchase
Right of the Company.
Upon
and at any time after termination of the Optionee’s employment with the Company
for any reason, the Company may purchase any vested but unexercised Options,
in
whole or in part, from the Optionee. If the Company determines to do so, the
Administrator shall provide written notice to the Optionee of the Company’s
intention to exercise this purchase right, specifying the number of Options
to
which the purchase right shall be applied and the purchase price and calculation
thereof. Settlement of the purchase shall take place five (5) business days
from
delivery of the notice. The purchase price per Option shall be the difference
between (a) the Exercise Price per share under the Option and (b) the Fair
Market Value per underlying Option Share, determined as of the date immediately
preceding the date of the notice. Settlement of the purchase will be made by
payment of the purchase price in cash. With respect to the number of Options
so
purchased (i) the Options will no longer be exercisable once notice of exercise
of the Company’s purchase right has been provided and (ii) the Options will be
automatically terminated, and of no further force and effect, as of the
settlement date of such purchase.
9. Confidential
Information.
In
consideration of the Options granted to the Optionee pursuant to this Agreement,
the Optionee agrees and covenants that, except as specifically authorized by
the
Company, the Optionee will keep confidential any trade secrets or confidential
or proprietary information of the Company which are now or which hereafter
may
become known to the Optionee as a result of the Optionee's employment by or
other service relationship with the Company, and shall not at any time, directly
or indirectly, disclose any such information to any person, firm, Company or
other entity, or use the same in any way other than in connection with the
business of the Company, at all times during and after the Optionee's employment
or other service relationship. The provisions of this Section 9 shall not narrow
or otherwise limit the obligations and responsibilities of the Optionee set
forth in any agreement of similar import entered into between the Optionee
and
the Company.
4
10. Non-Guarantee
of Employment or Service Relationship.
Nothing
in the Plan or this Agreement shall alter the at-will or other employment status
or other service relationship of the Optionee, nor be construed as a contract
of
employment or service relationship between the Company and the Optionee, or
as a
contractual right of Optionee to continue in the employ of, or in a service
relationship with, the Company for any period of time, or as a limitation of
the
right of the Company to discharge the Optionee at any time with or without
cause
or notice.
11. No
Rights as a Stockholder.
The
Optionee shall not have any of the rights of a stockholder with respect to
the
Option Shares until such shares have been issued to him or her upon the due
exercise of the Options. No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior to the date
such shares are issued.
12. The
Company’s Rights.
The
existence of the Options shall not affect in any way the right or power of
the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any
issue of bonds, debentures, preferred or other stocks with preference ahead
of
or convertible into, or otherwise affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of the Company's assets or business, or any other
corporate act or proceeding, whether of a similar character or
otherwise.
14. Notices.
All
notices and other communications made or given pursuant to this Agreement shall
be in writing and shall be sufficiently made or given if hand delivered or
mailed by certified mail, addressed to the Optionee at the address contained
in
the records of the Company, or addressed to the Administrator, care of the
Company for the attention of its Corporate Secretary at its principal office
or,
if the receiving party consents in advance, transmitted and received via
telecopy or via such other electronic transmission mechanism as may be available
to the parties.
15. Entire
Agreement.
This
Agreement contains the entire agreement between the parties with respect to
the
Options granted hereunder. Any oral or written agreements, representations,
warranties, written inducements, or other communications made prior to the
execution of this Agreement with respect to the Options granted hereunder shall
be void and ineffective for all purposes.
16. Amendment.
This
Agreement may be amended from time to time by the Administrator in its
discretion; provided,
however,
that
this Agreement may not be modified in a manner that would have a materially
adverse effect on the Options or Option Shares as determined in the discretion
of the Administrator, except as provided in the Plan or in a written document
signed by each of the parties hereto.
17. Conformity
with Plan.
This
Agreement is intended to conform in all respects with, and is subject to all
applicable provisions of, the Plan. Inconsistencies between this Agreement
and
the Plan shall be resolved in accordance with the terms of the Plan. In the
event of any ambiguity in this Agreement or any matters as to which this
Agreement is silent, the Plan shall govern. A copy of the Plan is provided
to
you with this Agreement.
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18. Governing
Law.
The
validity, construction and effect of this Agreement, and of any determinations
or decisions made by the Administrator relating to this Agreement, and the
rights of any and all persons having or claiming to have any interest under
this
Agreement, shall be determined exclusively in accordance with the laws of the
State of New York, without regard to its provisions concerning the applicability
of laws of other jurisdictions. Any suit with respect hereto will be brought
in
the federal or state courts in the districts which include New York, New York,
and the Optionee hereby agrees and submits to the personal jurisdiction and
venue thereof.
19. Headings.
The
headings in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.
[Remainder
of Page Intentionally Left Blank; Signature Page Follows]
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IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer as of the date first written above.
|
By:
|
/s/
Marcel Rokegem
|
|
Name:
Marcel Rokegem
|
|
|
Title:
Independent Director
|
|
The
undersigned hereby acknowledges that he/she has carefully read this Agreement
and the Plan and agrees to be bound by all of the provisions set forth in such
documents.
|
/s/
Jacques Mot
|
|
Jacques
Mot
|
Enclosure:
Plastinum Polymer Technologies Corp. 2006 Long Term Incentive
Plan
7
EXERCISE
FORM
Administrator
of 2006 Long Term Incentive Plan
c/o
Office of the Corporate Secretary
Gentlemen:
I
hereby
exercise the Options granted to me on ____________________, ____, by Plastinum
Corp. (the “Company”), subject to all the terms and provisions of the applicable
grant agreement and of the Plastinum Polymer Technologies Corp. 2006 Long Term
Incentive (the “Plan”), and notify you of my desire to purchase ____________
shares of Common Stock of the Company at a price of $0.30 per share pursuant
to
the exercise of said Options.
This
will
confirm my understanding with respect to the shares to be issued to me by reason
of this exercise of the Options (the shares to be issued pursuant hereto shall
be collectively referred to hereinafter as the “Shares”) as
follows:
(a) I
am
acquiring the Shares for my own account for investment with no present intention
of dividing my interest with others or of reselling or otherwise disposing
of
any of the Shares.
(b) The
Shares are being issued without registration under the Securities Act of 1933,
as amended (the “Act”), in reliance upon one or more exemptions contained in the
Act, and such reliance is based in part on the above
representation.
(c) The
certificates for the Shares to be issued to me will bear a legend substantially
as follows:
“The
securities represented by this stock certificate have not been registered under
the Securities Act of 1933 (the “Act”) or applicable state securities laws (the
“State Acts”), and shall not be sold, pledged, hypothecated, donated, or
otherwise transferred (whether or not for consideration) by the holder except
upon the issuance to the Company of a favorable opinion of its counsel and/or
submission to the Company of such other evidence as may be satisfactory to
counsel for the Company, to the effect that any such transfer shall not be
in
violation of the Act and the State Acts.”
Appropriate
stop transfer instructions will be issued by the issuer to its transfer
agent.
(d) Since
the
Shares have not been registered under the Act, they must be held indefinitely
until an exemption from the registration requirements of the Act is available
or
they are subsequently registered, in which event the representation in Paragraph
(a) hereof shall terminate. As a condition to any transfer of the Shares, I
understand that the issuer will require an opinion of counsel satisfactory
to
the issuer to the effect that such transfer does not require registration under
the Act or any state securities law.
(e) The
issuer is not obligated to comply with the registration requirements of the
Act
or with the requirements for an exemption under the Act for my
benefit.
8
Total
Amount Enclosed: $__________
Cashless
Exercise
| ________________________________________________ | ||
| NAME | ||
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Received
by PLASTINUM POLYMER
TECHNOLOGIES
CORP. on
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| ______________________,______________________ | ||
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By:
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Name:
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Title:
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