fs8-102407ex10_megamed.htm


    MEGA
      MEDIA GROUP, INC.

    2007
      STOCK INCENTIVE PLAN

    


    1.
      PURPOSES.

    


    The
      purpose of the 2007 STOCK INCENTIVE PLAN (the "Plan") is to (i) provide
      long-term incentives and rewards to employees, directors, independent
      contractors or agents ("Eligible Participants") of Mega Media Group, Inc. ("Mega
      Media") and its Subsidiaries; (ii) assist Mega Media in attracting and retaining
      employees, directors, independent contractors or agents with experience and/or
      ability on a basis competitive with industry practices; and (iii) associate
      the
      interests of such employees, directors, independent contractors or agents with
      those of Mega Media' stockholders.

    


    2.
      EFFECTIVE DATE.

    


    The
      Plan
      is effective as of the date it is adopted by the Board of Directors of Mega
      Media and Awards may be made under the Plan on and after its effective
      date.

    


    3.
      ADMINISTRATION OF THE PLAN.

    


    The
      Plan
      shall be administered by the Board of Directors of Mega Media and the Board
      shall be so constituted as to permit the Plan to comply with the disinterested
      administration requirements under Rule 16b-3 of the Securities Exchange Act
      of
      1934, as amended (the "Exchange Act"), and the "outside director" requirement
      of
      Section 162(m) of the Internal Revenue Code of 1986, as amended (the
      "Code").

    


    The
      Board
      shall have all the powers vested in it by the terms of the Plan, such powers
      to
      include exclusive authority (within the limitations described herein) to select
      the Eligible Participants to be granted awards under the Plan, to determine
      the
      type, size and terms of awards to be made to each Eligible Participant selected,
      to determine the time when awards will be granted, when they will vest, when
      they may be exercised and when they will be paid, to amend awards previously
      granted and to establish objectives and conditions, if any, for earning awards
      and whether awards will be paid after the end of the award period. The Board
      shall have full power and authority to administer and interpret the Plan and
      to
      adopt such rules, regulations, agreements, guidelines and instruments for the
      administration of the Plan and for the conduct of its business as the Board
      deems necessary or advisable and to interpret same. The Board's interpretation
      of the Plan, and all actions taken and determinations made by the Board pursuant
      to the powers vested in it hereunder, shall be conclusive and binding on all
      parties concerned, including Mega Media stockholders, any participants in the
      Plan and any other Eligible Participant of Mega Media.

    


    All
      employees of Mega Media and all employees of Affiliates shall be eligible to
      participate in the Plan. The Board, in its sole discretion, shall from time
      to
      time designate from among the eligible employees and among directors,
      independent contractors or agents those individuals who are to receive awards
      under and thereby become participants in the Plan. For purposes of the Plan,
      "Affiliate" shall mean any entity, as may from time to time be designated by
      the
      Board, that is a subsidiary corporation of Mega Media (within the meaning of
      Section 424 of the Code), and each other entity directly or indirectly
      controlling or controlled by or under common control with Mega Media. For
      purposes of this definition, "control" means the power to direct the management
      and policies of such entity, whether through the ownership of voting securities,
      by contract or otherwise; and the terms "controlling" and "controlled" have
      meaning correlative to the foregoing.

    


    4.
      AWARDS.

    


    (a)
      Types. Awards under the Plan shall be made with reference to shares of Mega
      Media common stock and may include, but need not be limited to, stock options
      (including nonqualified stock options and incentive stock options qualifying
      under Section 422 of the Code), stock appreciation rights (including
free-standing,
      tandem and limited stock appreciation rights), warrants, dividend equivalents,
      stock awards, restricted stock, phantom stock, performance shares or other
      securities or rights that the Board determines to be consistent with the
      objectives and limitations of the Plan. The Board may provide for the issuance
      of shares of Mega Media common stock as a stock award for no consideration
      other
      than services rendered or, to the extent permitted by applicable state law,
      to
      be rendered. In the event of an award under which shares of Mega Media common
      stock are or may in the future be issued for any other type of consideration,
      the amount of such consideration shall (i) be equal or greater than to the
      amount (such as the par value of such shares) required to be received by Mega
      Media in order to assure compliance with applicable state law and (ii) to the
      extent necessary to comply with Rule 16b-3 of the Exchange Act, be equal to
      or
      greater than 50% of the fair market value of such shares on the date of grant
      of
      such award. The Board may make any other type of award which it shall determine
      is consistent with the objectives and limitations of the Plan.

     

     

     

    
      
        
        

      

      
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    (b)
      Performance Goals. The Board may, but need not, establish performance goals
      to
      be achieved within such performance periods as may be selected by it in its
      sole
      discretion, using such measures of the performance of Mega Media and/or its
      Affiliates as it may select.

    


    (c)
      Rules
      and Policies. The Board may adopt from time to time written rules and policies
      implementing the Plan. Such rules and policies may include, but need not be
      limited to, the type, size and term of awards to be made to participants and
      the
      conditions for the exercise or payment of such awards.

    


    5.
      SHARES OF STOCK SUBJECT TO THE PLAN.

    


    The
      shares that may be delivered or purchased or used for reference purposes under
      the Plan shall not exceed an aggregate of 5,000,000 shares of Mega Media Common
      Stock, par value $.001. Any shares subject to an award which for any reason
      expires or is terminated unexercised as to such shares shall again be available
      for issuance under the Plan.

    


    6.
      PAYMENT OF AWARDS.

    


    The
      Board
      shall determine the extent to which awards shall be payable in cash, shares
      of
      Mega Media common stock or any combination thereof. The Board may determine
      that
      all or a portion of a payment to a participant under the Plan, whether it is
      to
      be made in cash, shares of Mega Media common stock or a combination thereof
      shall be deferred. Deferrals shall be for such periods and upon such terms
      as
      the Board may determine in its sole discretion.

    


    7.
      VESTING.

    


    The
      Board
      may determine that all or a portion of a payment to a participant under the
      Plan, whether it is to be made in cash, shares of Mega Media common stock or
      a
      combination thereof, shall be vested at such times and upon such terms as may
      be
      selected by it in its sole discretion.

    


    8.
      DILUTION AND OTHER ADJUSTMENT.

    


    In
      the
      event of any change in the outstanding shares of Mega Media common stock by
      reason of any split, stock dividend, recapitalization, merger, consolidation,
      spin-off, reorganization, combination or exchange of shares or other similar
      corporate change, such equitable adjustments shall be made in the Plan and
      the
      awards thereunder as the Board determines are necessary or appropriate,
      including, if necessary, any adjustments in the number, kind or character of
      shares that may be subject to existing or future awards under the Plan
      (including by substitution of shares of another corporation including, without
      limitation, any successor of Mega Media ), adjustments in the exercise, purchase
      or base price of an outstanding award and any adjustments in the maximum numbers
      of shares referred to in Section 4 or Section 5 of the Plan. All such
      adjustments shall be conclusive and binding for all purposes of the
      Plan.

    


    9.
      MISCELLANEOUS PROVISIONS.

    


    (a)
      Rights as Stockholder. A participant under the Plan shall have no rights as
      a
      holder of Mega Media common stock with respect to awards hereunder, unless
      and
      until certificates for shares of such stock are issued to the
      participant.

    


    (b)
      Assignment to Transfer. No award under this Plan shall be transferable by the
      participant or shall be subject to any manner of alienation, sale, transfer,
      assignment, pledge, encumbrance or charge (other than by or to Mega Media),
      except (i) by will or the laws of the descent and distribution (with all
      references herein to the rights or duties of holders or participants to be
      deemed to include such beneficiaries or legal representatives of the holders
      or
      participant unless the context otherwise expressly requires); (ii) subject
      to
      the prior approval of the Board, for transfers to members of the participant's
      immediate family, charitable institutions, trusts whose beneficiaries are
      members of the participant's immediate family and/or charitable institutions,
      trusts whose beneficiaries are members of the participant's immediate family
      and/or charitable institutions, or to such other persons or entities as may
      be
      approved by the Board in each case subject to the condition that the Board
      be
      satisfied that such transfer is being made for the estate and/or tax planning
      purposes on a gratuitous or donative basis and without consideration (other
      than
      nominal consideration) being received therefore. Except as provided above,
      during the lifetime of a participant, awards hereunder are exercisable only
      by,
      and payable only to, the participant.

     

     

     

    
      
        
        

      

      
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    (c)
      Agreements. All awards granted under the Plan shall be evidenced by agreements
      in such form and containing such terms and conditions (not inconsistent with
      the
      Plan) as the Board shall adopt.

    


    (d)
      Compliance with Legal Regulations. During the term of the Plan and the term
      of
      any awards granted under the Plan, Mega Media will at all times reserve and
      keep
      available such number of shares as may be issuable under the Plan, and will
      seek
      to obtain from any regulatory body having jurisdiction, any requisite authority
      required in the opinion of counsel for Mega Media in order to grant shares
      of
      Mega Media common stock, or options to purchase such stock or other awards
      hereunder, and transfer, issue or sell such number of shares of common stock
      as
      shall be sufficient to satisfy the requirements of any options or other awards.
      If in the opinion of counsel for Mega Media the transfer, issue or sale of
      any
      shares of its stock under the Plan shall not be lawful for any reason including
      the inability of Mega Media to obtain from any regulatory body having
      jurisdiction authority deemed by such counsel to be necessary to such transfer,
      issuance or sale, Mega Media shall not be obligated to transfer, issue or sell
      any such shares. In any event, Mega Media shall not be obligated to transfer,
      issue or sell any shares to any participant unless a registration statement
      which complies with the provisions of the Securities Act of 1933, as amended
      (the "Securities Act"), is in effect at the time with respect to such shares
      or
      other appropriate action has been taken under and pursuant to the terms and
      provisions of the Securities Act and any other applicable securities laws,
      or
      Mega Media receives evidence satisfactory to the Board that the transfer,
      issuance or sale of such shares, in the absence of an effective registration
      statement or other appropriate action, would not constitute a violation of
      the
      terms and provisions of the Securities Act. Mega Media' obligation to issue
      shares upon the exercise of any award granted under the Plan shall in any case
      be subject to Mega Media being satisfied that the shares purchased are being
      purchased for investment and not with a view to the distribution thereof, if
      at
      the time of such exercise a resale of such shares would otherwise violate the
      Securities Act in the absence of an effective registration statement relating
      to
      such shares.

    


    (e)
      Withholding Taxes. Mega Media shall have the right to deduct from all awards
      hereunder paid in cash any federal, state, local or foreign taxes required
      by
      law to be withheld with respect to such awards and, with respect to awards
      paid
      in stock, to require the payment (through withholding from the participant's
      salary or otherwise) of any such taxes. The obligation of Mega Media to make
      delivery of awards in cash or Mega Media common stock shall be subject to
      currency or other restrictions imposed by any government.

    


    (f)
      No
      Rights to Award. No Eligible Participant or other person shall have any right
      to
      be granted an award under the Plan. Neither the Plan nor any action taken
      hereunder shall be construed as giving any employee any right to be retained
      in
      the employ of Mega Media or any of its subsidiaries or shall interfere with
      or
      restrict in any way the rights of Mega Media or its subsidiaries, which are
      hereby reserved, to discharge the employee at any time for any reason
      whatsoever, with or without good cause.

    


    (g)
      Costs
      and Expenses. The costs and expenses of administering the Plan shall be borne
      by
      Mega Media and not charged to any award nor to any Eligible Participant
      receiving an award.

    


     

    
      
        
        

      

      
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    (h)
      Funding of Plan. The Plan shall be unfunded. Mega Media shall not be required
      to
      establish any special or separate fund or to make any other segregation of
      assets to assure the payment of any award under the Plan.

    


    10.
      AMENDMENTS AND TERMINATION.

    


    (a)
      Amendments. The Board may at any time terminate or from time to time amend
      the
      Plan in whole or in part, but no such action shall adversely affect any rights
      or obligations with respect to any awards theretofore made under the
      Plan.

    


    Unless
      the majority of the directors of Mega Media present, or represented, and
      entitled to vote at a meeting of directors shall have first approved thereof,
      no
      amendment of the Plan shall be effective which would (i) increase the maximum
      number of shares referred to in section 5 of the Plan or the maximum awards
      that
      may be granted pursuant to section 4 of the Plan to any one individual or (ii)
      extend the maximum period during which awards may be granted under the Plan.
      For
      purposes of this section 10 (a), any (A) cancellation and reissuance or (B)
      repricing of any awards made under the Plan at a new option price as provided
      in
      Exhibit A hereto shall not constitute an amendment of this Plan.

    


    With
      consent of the Eligible Participant adversely affected, the Board may amend
      outstanding agreements evidencing awards under the Plan in a manner not
      inconsistent with the terms of the Plan.

    


    (b)
      Termination. Unless the Plan shall theretofore have been terminated as above
      provided, the Plan (but not the awards theretofore granted under the Plan)
      shall
      terminate on and no awards shall be granted after June 30, 2015.

     

    
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