Exhibit
10.12
 
 
 STOCK OPTION
PLAN
  BLACKHAWK CAPITAL GROUP BDC,
INC.
  1.           Purpose of the
Plan
  The
purpose of this Stock Option Plan (this "Plan") is to advance the interests of
Blackhawk Capital Group BDC, Inc. (the "Company") by providing to directors and
officers of the Company and to other key employees of the Company who have
substantial responsibility for the direction and management of the Company
additional incentives to exert their best efforts on behalf of the Company, to
increase their proprietary interest in the success of the Company, to reward
outstanding performance and to provide a means to attract and retain persons of
outstanding ability to the service of the Company.  Options granted
under this Plan may qualify as incentive stock options ("ISOs"), as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
  2.           Administration
  This Plan
shall be administered by a committee (the "Committee") comprised of at least two
(2) members of the Company's Board of Directors who each shall be (a) a
"non-employee director," as defined in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended, unless administration of the Plan
by "non-employee directors" is not then required for exemptions under Rule 16b-3
to apply to transactions under the Plan, (b) not an "interested person," as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the "Act"), and (c) an "outside director" as defined under Section 162(m) of
the Code, unless the action taken pursuant to the Plan is not required to be
taken by "outside directors" to qualify for tax deductibility under Section
162(m) of the Code.  The Committee shall interpret this Plan and, to
the extent and in the manner contemplated herein, shall exercise the discretion
reserved to it hereunder.  The Committee may prescribe, amend and
rescind rules and regulations relating to this Plan and to make all other
determinations necessary for its administration.  The decision of the
Committee on any interpretation of this Plan or administration hereof, if in
compliance with the provisions of the Act and regulations promulgated
thereunder, shall be final and binding with respect to the Company, any optionee
or any person claiming to have rights, as or on behalf of any
optionee.  Each issuance of options to directors, officers and other
employees of the Company will be approved by a required majority, as defined in
Section 57(o) of the Act, of the Board of Directors on the basis that such
issuance is in the best interests of the Company and its
stockholders.
  
 
 3.           Shares Subject to the
Plan
  The
shares subject to option and the other provisions of this Plan shall be shares
of the Company's common stock, par value $0.00001 per share (the
"shares").  Subject to the provisions hereof concerning adjustment,
the total number of shares that may be purchased upon the exercise or surrender
of stock options granted under this Plan shall not exceed 3,000,000 shares,
2,500,000 of which shall be ISOs, which includes all shares with respect to
which options have been granted or surrendered for payment in cash or other
consideration pursuant to this Plan.  In the event any option shall
cease to be exercisable in whole or in part for any reason, the shares which
were covered by such option, but as to which the option had not been exercised,
shall again be available under this Plan.  Shares may be made
available from authorized, unissued or reacquired stock or partly from
each.
  4.           Participants
  (a)
              Directors, Officers
      and Key Employees.  The Committee shall determine and
      designate from time to time those directors, officers and key employees of
      the Company who shall be eligible to participate in this
      Plan.  The Committee shall also determine the number of shares
      to be offered from time to time to each optionee.  In making
      these determinations, the Committee shall take into account the past
      service of each such director, officer or key employee to the Company, the
      present and potential contributions of such person to the success of the
      Company and such other factors as the Committee shall deem relevant in
      connection with accomplishing the purposes of this Plan; provided that the
      Committee shall determine that each grant of options to an optionee, the
      number of shares offered thereby and the terms of such option are in the
      best interests of the Company and its stockholders.  The date on
      which the Committee approves the grant of any option to any such person
      shall be the date of issuance of such option.  The agreement
      documenting the award of any option granted pursuant to this paragraph
      4(a) shall contain such terms and conditions as the Committee shall deem
      advisable, including but not limited to being exercisable only in such
      installments as the Committee may
determine.
  (b)
              Non-Employee
      Directors.  Non-employee directors will be eligible to
      participate in the Plan upon issuance of an order by the Securities and
      Exchange Commission pursuant to Section 61(a)(3)(B)(i)(II) of the Act and
      then only in accordance with the terms and conditions of such
      order.
  (c)
              Option
      Agreements.  Agreements evidencing options granted to
      different optionees or at different times need not contain similar
      provisions.  Options that are intended to be ISOs will be
      designated as such; any option not so designated will be treated as a
      nonqualified stock option.
  
  5.           Option
Price
  Each
option agreement shall state the price at which the subject option may be
exercised, which shall not be less than the current fair market value of the
shares at the date of issuance of an option, which shall be determined by the
Committee; provided, that the exercise price of any option what is intended to
be an ISO and that is granted to a holder of 10% or more of the Company's shares
shall not be less than 110% of such current fair market value.
  6.           Option
Period
  Each
option agreement shall state the period or periods of time within which the
subject option may be exercised, in whole or in part, by the optionee as may be
determined by the Committee; provided, that the option period shall not exceed
ten years from the date of issuance of the option and, in the case of an option
that is intended to be an ISO and that is granted to a holder of 10% or more of
the Company's shares, shall not exceed five years.
  7.           Payment for
Shares
  Full
payment for shares purchased shall be made at the time of exercising the option
in whole or in part.  Payment of the purchase price shall be made in
cash (including check, bank draft or money order).
  8.           Transferability of
Options
  Options
shall not be transferable other than by will, intestacy, or as otherwise
permitted by the Act, provided that a transfer will not be permitted to the
extent that it would result in adverse tax consequences for the optionee under
Section 83 or Section 422 of the Code.
  9.           Termination of
Options
  The
period during which an option may be exercisable following a termination of
service generally may not exceed three months, unless (i) employment is
terminated for cause, in which case options are forfeited; (ii) employment is
terminated as the result of disability, in which case in the discretion of the
Committee the incentive stock options may be exercised during a period of one
year following the date of such disability, or (iii) employment is terminated as
the result of death, or if the employee dies following a termination of service
(other than as a result of disability) and during the period that the incentive
stock option is still exercisable, in which case in the discretion of the
Committee the incentive stock option may be exercised during a period of one
year following the date of such death.  In no event, however, may an
incentive stock option be exercised after the expiration of its original
term.
  10.           Adjustments on Changes in
Capitalization
  (a)           For
nonqualified stock options, on a stock split (including a reverse stock split)
or stock dividend in which the only effect is to increase or decrease on a
pro-rata basis the number of shares subject to the nonqualified stock option,
the Committee may, in its exclusive discretion, proportionally adjust the
exercise price and numbers of shares subject to the nonqualified stock
option.
  
  (b)           For
incentive stock options, if any combination, consolidation, forward or reverse
split, merger, reorganization, repurchase, spin-off, or exchange of stock, stock
dividend or other special and nonrecurring dividend or distribution (whether in
cash, securities or other property), liquidation, dissolution, or other
transaction, affects the Common Stock such that an adjustment is appropriate to
prevent dilution or enlargement of optionee's rights, then the Committee may, in
its exclusive discretion, adjust all or any portion of (i) the number of shares
and classes of stock available thereafter for incentive stock options in the
aggregate to all optionees, and individually to any one optionee; (ii) the
number of shares and classes of stock that may be delivered for outstanding
incentive stock options; and (iii) the exercise or purchase price for any
incentive stock option.
  11.           General
Restriction
  Each
option shall be subject to the requirement that, if at any time the Board of
Directors shall determine, in its discretion, that the listing, registration or
qualification of the shares subject to such option upon any securities exchange
or under any state or federal law, or the consent or approval of any government
regulatory body, is necessary or desirable as a condition of, or in connection
with, the granting of such option or the issue or purchase of the shares
thereunder, such option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the
Company.  Subject to the limitations of paragraph 6, no option shall
expire during any period when exercise of such option has been prohibited by the
Board of Directors or the rules and regulations of the Securities and Exchange
Commission, including Regulation BTR (Blackout Trading Restriction), but shall
be extended for such further period so as to afford the optionee a reasonable
opportunity to exercise his or her option.
  12.           Miscellaneous
Provisions
  (a)
              No
      optionee shall have rights as a stockholder with respect to shares covered
      by his or her option until the date of exercise of his or her
      option.
  (b)
              The
      granting of any option shall not impose upon the Company any obligation to
      appoint or to continue to appoint as a director, officer or key employee
      any optionee, and the right of the Company to terminate the employment of
      any key employee or other employee, or service of any director, shall not
      be diminished or affected by reason of the fact that an option has been
      granted to such optionee.
  (c)
              Options
      shall be evidenced by stock option agreements in such form and subject to
      the terms and conditions of this Plan as the Committee shall approve from
      time to time, consistent with the provisions of this Plan.  Such
      stock option agreements may contain such other provisions, as the
      Committee in its discretion may deem advisable.  In the case of
      any discrepancy between the terms of the Plan and the terms of any option
      agreement, the Plan provisions shall
control.
 
 
  (d)
              For
      purposes of the Plan, the fair market value means, with respect to a
      share, if the shares are then listed and traded on a national securities
      exchange or quoted on a national securities association or quotation
      service such as the OTC Bulletin Board or equivalent, the closing sales
      price of a share on such exchange or association or quotation service such
      as the OTC Bulletin Board or equivalent on the date of grant of an
      option.  If the shares are not traded on a national securities
      exchange or association, then the fair market value with respect to a
      share shall be determined by the reasonable application of a reasonable
      valuation method.
  (e)
              The
      aggregate fair market value (determined as of the date of issuance of an
      option) of the shares with respect to which an option, or portion thereof,
      intended to be an ISO is exercisable for the first time by any optionee
      during any calendar year (under all incentive stock option plans of the
      Company) shall not exceed $100,000.
  (f)
              All
      options issued pursuant to this Plan shall be granted within ten years
      from the earlier of the date of adoption of this Plan (or any amendment
      thereto requiring stockholder approval pursuant to the Code) or the date
      of this Plan (or any amendment thereto requiring stockholder approval
      pursuant to the Code) is approved by the stockholders of the
      Company.
  (g)
              The
      grant of any option under this Plan in violation of the Act shall be null
      and void.
  (h)
              A
      leave of absence granted to an employee does not constitute an
      interruption in continuous employment for purposes of this Plan as long as
      the leave of absence does not extend beyond one
  year.
  (i)
              Any
      notices given in writing shall be deemed given if delivered in person or
      by certified mail; if given to the Company addressed to the Company's
      Chief Executive Officer, 14 Wall Street, 11th
      Floor, New York, New York 10005; and, if to an optionee, in care of the
      optionee at his or her last address on file with the
    Company.
  (j)
              This
      Plan and all actions taken by those acting under this Plan shall be
      governed by the substantive laws of the State of Delaware without regard
      to any rules regarding conflict-of-law or
  choice-of-law.
  (k)
              All
      costs and expenses incurred in the options and administration of this Plan
      shall be borne by the Company.
  13.           Change of
Control
  In the
event of a Change of Control (as hereinafter defined), all then-outstanding
options will become fully vested and exercisable as of the Change of
Control.
  
  "Change
of Control" means the occurrence of any of the following events:
  (a)
              An
      acquisition in one or more transactions (other than directly from the
      Company) of any voting securities of the Company by any Person (as defined
      below) immediately after which such Person has Beneficial Ownership (as
      defined below) of fifty percent or more of the combined voting power of
      the Company's then outstanding voting securities; provided, however, in
      determining whether a Change of Control has occurred, voting securities
      which are acquired in a "Non-Control Acquisition" (as hereinafter defined)
      shall not constitute an acquisition which would case a Change in
      Control.  A "Non-Control Acquisition" shall mean an acquisition
      by (A) an employee benefit plan (or a trust forming a part thereof)
      maintained by (I) the Company or (II) any corporation or other Person of
      which a majority of its voting power or its voting equity securities or
      equity interest is owned, directly or indirectly, by the Company (for
      purposes of this definition, a "Subsidiary"), (B) the Company or its
      Subsidiaries, or (C) any Person in connection with a "Non-Control
      Transaction" (as hereinafter
defined);
  (b)
              The
      individuals who, as of the date hereof are members of the Board (the
      "Incumbent Board"), cease for any reason to constitute at least a majority
      of the members of the Board or, following a Merger (as defined below), the
      board of directors of the ultimate Parent Corporation (as defined below);
      provided, however, that if the election, or nomination for election by the
      Company's common stockholders, of any new director was approved by a vote
      of at least a majority of the Incumbent Board (or, with respect to the
      directors who are not "interested persons" as defined in Act, by a
      majority of the directors who are not "interested persons" serving on the
      Incumbent Board), such new director shall, for purposes of this Plan, be
      considered as a member of the Incumbent Board; provided further, however,
      that no individual shall be considered a member of the Incumbent Board if
      such individual initially assumed office as a result of an actual or
      threatened solicitation of proxies or consents by or on behalf of a Person
      other than the Board (a "Proxy Contest") including by reason of any
      agreement intended to avoid or settle any Proxy Contest;
  or
  (i)
              The
      consummation of:
  (1)
              A
      merger, consolidation, or reorganization involving the Company (a
      "Merger") or an indirect or direct Subsidiary of the Company, or to which
      securities of the Company are issued,
unless:
  a.
              The
      stockholders of the Company, immediately before a Merger, own, directly or
      indirectly immediately following the Merger, more than fifty percent of
      the combined voting power of the outstanding voting securities of (1) the
      corporation resulting from the Merger (the "Surviving Corporation") if
      fifty percent or more of the combined voting power of the then outstanding
      voting securities of the Surviving Corporation is not Beneficially Owned,
      directly or indirectly, by another Person or group of Persons (a "Parent
      Corporation"), or (2) if there is one or more Parent Corporations, the
      ultimate Parent Corporation,
  
  b.
              The
      individuals who were members of the Incumbent Board immediately prior to
      the execution of the agreement providing for a Merger constitute at least
      a majority of the members of the board of directors of (1) the Surviving
      Corporation or (2) the ultimate Parent Corporation, if the ultimate Parent
      Corporation, directly or indirectly, owns fifty percent or more of the
      combined voting power of the then outstanding voting securities of the
      Surviving Corporation, and
  c.
              No
      Person other than (1) the Company, (2) any Subsidiary, (3) any employee
      benefit plan (or any trust forming a part thereof) maintained by the
      Company, the Surviving Corporation, any Subsidiary, or the ultimate Parent
      Corporation, or (4) any Person who, together with its Affiliates (as
      defined below), immediately prior to a Merger had Beneficial Ownership of
      fifty percent or more of the then outstanding voting securities of (1) the
      Surviving Corporation or (2) the ultimate Parent Corporation.
                
                Each
      transaction described in clauses a. through c. above shall herein be
      referred to as a "Non-Control
  Transaction."
  (2)
              A
      complete liquidation or dissolution of the Company (other than where
      assets of the Company are transferred to or remain with a Subsidiary or
      Subsidiaries of the Company).
  (3)
              The
      direct or indirect sale or other disposition of all or substantially all
      of the assets of the Company to any Person (other than (1) a transfer to a
      Subsidiary, (2) under conditions that would constitute a Non-Control
      Transaction with the disposition of assets being regarded as a Merger for
      this purposes, or (3) the distribution to the Company's stockholders of
      the stock of a Subsidiary or any other
assets).
  
  Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
any Person (the "Subject Person") acquired Beneficial Ownership of more than the
permitted amount of the then outstanding voting securities as a result of the
acquisition of voting securities by the Company which, by reducing the number of
voting securities then outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Persons, provided that if a Change in Control
would occur (but for the operation of this sentence) as a result of the
acquisition of voting securities by the Company, and after such share
acquisition by the Company, the Subject Person becomes the Beneficial Owner of
any additional voting securities which increases the percentage of the then
outstanding voting securities Beneficially Owned by the Subject Person, then a
Change in Control shall occur.
  14.           Amendment and
Termination
  The Board
of Directors may amend, modify, revise or terminate this Plan at any time and
from time to time, provided that shareholders must approve by majority vote of
shares of Common Stock outstanding (i) any change to the maximum number of
shares subject to the Plan; (ii) the class of employee eligible to participate
in the Plan; (iii) extension of the period during which incentive stock options
may be granted; or (iv) decrease in the exercise price of any option granted
under the Plan.  This Plan shall terminate when all shares reserved
for issuance hereunder have been issued upon the exercise of options, or by
action of the Board of Directors pursuant to this paragraph, whichever shall
first occur.
  15.           Effective Date of the
Plan
  The Plan
shall become effective upon the latest to occur of (1) adoption by the Board of
Directors, (2) approval by the required majority (as defined in Section 57(o) of
the Act) of the Board of Directors, and (3) approval of this Plan by the
stockholders of the Company.