ex10-3.htm


    Exhibit 10.3

    VEMICS,
INC.

     

    2007 EQUITY COMPENSATION
PLAN

     

    The
purpose of the Vemics, Inc. 2007 Equity Compensation Plan (the “Plan”) is to
provide (i) designated employees of Vemics, Inc., a Nevada corporation (the
“Company”), and its parents and subsidiaries, (ii) certain consultants and
advisors who perform services for the Company or its parents or subsidiaries,
and (iii) non-employee members of the Board of Directors of the Company (the
“Board”) with the opportunity to receive grants of incentive stock options,
nonqualified stock options and stock awards.  The Company believes
that the Plan will reward participants for past services to the Company and
encourage participants to contribute to the growth of the Company, thereby
benefitting the Company’s shareholders, and will align the economic interests of
the participants with those of the shareholders.

     

    1. Administration

     

    (a) Committee.  The
Plan shall be administered and interpreted by the Board or by a committee
consisting of members of the Board, which shall be appointed by the
Board.  After an initial public offering of the Company’s stock as
described in Section 18(b) (a “Public Offering”), the Plan shall be administered
by a committee of Board members, which may consist of “outside directors” as
defined under section 162(m) of the Internal Revenue Code of 1986, as amended
(the “Code”), and related Treasury regulations, and “non-employee directors” as
defined under Rule 16b-3 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”).  However, the Board may ratify or approve any
grants as it deems appropriate, and the Board shall approve and administer all
grants made to non-employee directors.  The committee may delegate
authority to one or more subcommittees as it deems appropriate.  To
the extent that a committee or subcommittee administers the Plan, references in
the Plan to the “Board” shall be deemed to refer to the committee or
subcommittee.

     

    (b) Board
Authority.  The Board shall have the sole authority to (i)
determine the individuals to whom grants shall be made under the Plan, (ii)
determine the type, size and terms of the grants to be made to each such
individual, (iii) determine the time when the grants will be made and the
duration of any applicable exercise or restriction period, including the
criteria for exercisability and the acceleration of exercisability, (iv) amend
the terms of any previously issued grant, and (v) deal with any other matters
arising under the Plan.

     

    (c) Board
Determinations.  The Board shall have full power and authority
to administer and interpret the Plan, to make factual determinations and to
adopt or amend such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as it deems necessary
or advisable, in its sole discretion.  The Board’s interpretations of
the Plan and all determinations made by the Board pursuant to the powers vested
in it hereunder shall be conclusive and binding on all persons having any
interest in the Plan or in any awards granted hereunder.  All powers
of the Board shall be executed in its sole discretion, in the best interest of
the Company, not as a fiduciary, and in keeping with the objectives of the Plan
and need not be uniform as to similarly situated individuals.

     

    2. Grants

     

    (a) Awards
under the Plan may consist of grants of incentive stock options as described in
Section 5 (“Incentive Stock Options”), nonqualified stock options as described
in Section 5 (“Nonqualified Stock Options”) (Incentive Stock Options and
Nonqualified Stock Options are collectively referred to as “Options”) and stock
awards as described in Section 6 (“Stock Awards”) (hereinafter collectively
referred to as “Grants”).  All Grants shall be subject to the terms
and conditions set forth herein and to such other terms and conditions
consistent with this Plan as the Board deems appropriate and as are specified in
writing by the Board to the individual in a grant instrument or an amendment to
the grant instrument (the “Grant Instrument”).  All Grants shall be
made conditional upon the Grantee’s acknowledgement, in writing or by acceptance
of the Grant, that all decisions and determination of the Board shall be final
and binding on the Grantee, his or her beneficiaries and any other person having
or claiming an interest under such Grant.  The Board shall approve the
form and provisions of each Grant Instrument.  Grants under a
particular Section of the Plan need not be uniform as among the
grantees.

     

    3. Shares Subject to the
Plan

     

    (a) Shares
Authorized.  Subject to adjustment as described below, the
aggregate number of shares of common stock of the Company (“Company Stock”) that
may be issued under the Plan is _________ shares.  The shares may be
authorized but unissued shares of Company Stock or reacquired shares of Company
Stock, including shares purchased by the Company on the open market for purposes
of the Plan.  If and to the extent Options granted under the Plan
terminate, expire, or are canceled, forfeited, exchanged or surrendered without
having been exercised or if any Stock Awards (including restricted Stock Awards
received upon the exercise of Options) are forfeited, the shares subject to such
Grants shall again be available for purposes of the Plan.

     

    (b) Adjustments.  If
there is any change in the number or kind of shares of Company Stock outstanding
(i) by reason of a stock dividend, spinoff, recapitalization, stock split, or
combination or exchange of shares, (ii) by reason of a merger, reorganization or
consolidation, (iii) by reason of a reclassification or change in par value, or
(iv) by reason of any other extraordinary or unusual event affecting the
outstanding Company Stock as a class without the Company’s receipt of
consideration, or if the value of outstanding shares of Company Stock is
substantially reduced as a result of a spinoff or the Company’s payment of an
extraordinary dividend or distribution, the maximum number of shares of Company
Stock available for Grants, the maximum number of shares of Company Stock that
any individual participating in the Plan may be granted in any year, the number
of shares covered by outstanding Grants, the kind of shares issued under the
Plan, and the price per share of such Grants may be appropriately adjusted by
the Board to reflect any increase or decrease in the number of, or change in the
kind or value of, issued shares of Company Stock to preclude, to the extent
practicable, the enlargement or dilution of rights and benefits under such
Grants; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated.  The Board shall be required to make
the forgoing adjustments in the event of a stock split, reverse stock split,
stock dividend, recapitalization, combination or reclassification of the
Company’s Stock.  Any adjustments determined by the Board shall be
final, binding and conclusive.

     

    4. Eligibility for
Participation

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a) Eligible
Persons.  All employees of the Company and its parents or
subsidiaries (“Employees”), including Employees who are officers or members of
the Board, and members of the Board who are not Employees (“Non-Employee
Directors”) shall be eligible to participate in the Plan.  Consultants
and advisors who perform services for the Company or any of its parents or
subsidiaries (“Key Advisors”) shall be eligible to participate in the Plan if
the Key Advisors render bona fide services to the Company or its parents or
subsidiaries, the services are not in connection with the offer and sale of
securities in a capital-raising transaction, and the Key Advisors do not
directly or indirectly promote or maintain a market for the Company’s
securities.

     

    (b) Selection of
Grantees.  The Board shall select the Employees, Non-Employee
Directors, and Key Advisors to receive Grants and shall determine the number of
shares of Company Stock subject to a particular Grant in such manner as the
Board determines.  Employees, Key Advisors, and Non-Employee Directors
who receive Grants under this Plan shall hereinafter be referred to as
“Grantees”.

     

    5. Granting of
Options

     

    (a) Number of
Shares.  The Board shall determine the number of shares of
Company Stock that will be subject to each Grant of Options to a
Grantee.

     

    (b) Type of Option and
Price.

     

    (i) The
Board may grant Incentive Stock Options that are intended to qualify as
“incentive stock options” within the meaning of section 422 of the Code or
Nonqualified Stock Options that are not intended so to qualify or any
combination of Incentive Stock Options and Nonqualified Stock Options, all in
accordance with the terms and conditions set forth herein.  Incentive
Stock Options may be granted only to employees of the Company or its parents or
subsidiaries, as defined in Section 424 of the Code.  Nonqualified
Stock Options may be granted to Employees, Non-Employee Directors, and Key
Advisors.

     

    (ii) The
purchase price (the “Exercise Price”) of Company Stock subject to an Option
shall be determined by the Board and may be equal to, greater than, or less than
the Fair Market Value (as defined below) of a share of Company Stock on the date
the Option is granted; provided, however, that

     

    (A) The
Exercise Price of an Incentive Stock Option shall be equal to, or greater than,
the Fair Market Value of a share of Company Stock on the date of
grant;

     

    (B) An
Incentive Stock Option may not be granted to an Employee who, at the time of
grant, owns stock possessing more than ten percent of the total combined voting
power of all classes of stock of the Company or any parent or subsidiary of the
Company, unless the Exercise Price per share is not less than 110% of the Fair
Market Value of Company Stock on the date of grant;

     

    (C) Unless
otherwise specifically approved by the Board, the Exercise Price of a
Nonqualified Stock Option shall not be less than the Fair Market Value of a
share of Company Stock; and

     

    (D)  If
the Board determines to set the Exercise Price of any Nonqualified Stock Option
at less than the Fair Market Value of a share of Company Stock, the Board shall
also impose terms and conditions on the exercise and holding of such Option as
it determines to be appropriate to prevent the grantee of such Option from being
subject to income tax under Section 409A(a)(1)(B) of the Code.

     

    (iii) If
the Company Stock is publicly traded, then the Fair Market Value per share shall
be determined as follows: (A) if the principal trading market for the Company
Stock is a national securities exchange, the Nasdaq National Market, or the
Over-the-Counter Bulleting Board, the last reported sale price thereof on the
relevant date or (if there were no trades on that date) the latest preceding
date upon which a sale was reported, or (B) if the Company Stock is not
principally traded on such exchange or market, the mean between the last
reported “bid” and “asked” prices of Company Stock on the relevant date, as
reported on Nasdaq or, if not so reported, as reported by the Pink Sheets, Inc.
or as reported in a customary financial reporting service, as applicable and
only if the Board determines that such prices should be utilized for this
purpose in its sole discretion.  If the Company Stock is not publicly
traded or, if publicly traded, is not subject to reported transactions or “bid”
or “asked” quotations as set forth above, the Fair Market Value per share shall
be as determined by the Board.

     

    (c) Option
Term.  The Board shall determine the term of each
Option.  The term of any Option shall not exceed ten years from the
date of grant.  However, an Incentive Stock Option that is granted to
an Employee who, at the time of grant, owns stock possessing more than ten
percent of the total combined voting power of all classes of stock of the
Company, or any parent or subsidiary of the Company, may not have a term that
exceeds five years from the date of grant.

     

    (d) Exercisability of
Options.

     

    (i) Options
shall become exercisable in accordance with such terms and conditions,
consistent with the Plan, as may be determined by the Board and specified in the
Grant Instrument.  The Board may accelerate the exercisability of any
or all outstanding Options at any time for any reason.

     

    (ii) The
Board may provide in a Grant Instrument that the Grantee may elect to exercise
part or all of an Option before it otherwise has become
exercisable.  Any shares so purchased shall be restricted shares and
shall be subject to a repurchase right in favor of the Company during a
specified restriction period, with the repurchase price equal to the lesser of
(i) the Exercise Price or (ii) the Fair Market Value of such shares at the time
of repurchase, or such other restrictions as the Board deems
appropriate.

     

    (e) Termination of Employment,
Disability or Death.  Except as provided below or as otherwise
specifically approved by the Board, an Option may only be exercised while the
Grantee is employed by, or providing service to, the Employer (as defined below)
as an Employee, Key Advisor or member of the Board.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i) In
the event that a Grantee ceases to be employed by, or provide service to, the
Employer for any reason other than Disability, death, or termination for Cause
(as defined below), any Option which is otherwise exercisable by the Grantee
shall terminate unless exercised within 90 days after the date on which the
Grantee ceases to be employed by, or provide service to, the Employer (or within
such other period of time, which period shall be at least 30 days, as may be
specified by the Board), but in any event no later than the date of expiration
of the Option term.  Except as otherwise provided by the Board, any of
the Grantee’s Options that are not otherwise exercisable as of the date on which
the Grantee ceases to be employed by, or provide service to, the Employer shall
terminate as of such date.

     

    (ii) In
the event the Grantee ceases to be employed by, or provide service to, the
Employer on account of a termination for Cause by the Employer, any Option held
by the Grantee shall terminate as of the date the Grantee ceases to be employed
by, or provide service to, the Employer.  In addition, notwithstanding
any other provisions of this Section 5, if the Board determines that the Grantee
has engaged in conduct that constitutes Cause at any time while the Grantee is
employed by, or providing service to, the Employer or after the Grantee’s
termination of employment or service, any Option held by the Grantee shall
immediately terminate, and the Grantee shall automatically forfeit all shares
underlying any exercised portion of an Option for which the Company has not yet
delivered the share certificates, upon refund by the Company of the Exercise
Price paid by the Grantee for such shares.  Upon any exercise of an
Option, the Company may withhold delivery of share certificates pending
resolution of an inquiry that could lead to a finding resulting in a
forfeiture.

     

    (iii) In
the event the Grantee ceases to be employed by, or provide service to, the
Employer because the Grantee is Disabled, any Option which is otherwise
exercisable by the Grantee shall terminate unless exercised within one year
after the date on which the Grantee ceases to be employed by, or provide service
to, the Employer (or within such other period of time, which period shall be at
least six months as may be specified by the Board), but in any event no later
than the date of expiration of the Option term.  Except as otherwise
provided by the Board, any of the Grantee’s Options which are not otherwise
exercisable as of the date on which the Grantee ceases to be employed by, or
provide service to, the Employer shall terminate as of such date.

     

    (iv) If
the Grantee dies while employed by, or providing service to, the Employer or
within 90 days after the date on which the Grantee ceases to be employed or
provide service on account of a termination specified in Section 5(f)(i) above
(or within such other period of time as may be specified by the Board), any
Option that is otherwise exercisable by the Grantee shall terminate unless
exercised within one year after the date on which the Grantee ceases to be
employed by, or provide service to, the Employer (or within such other period of
time, which period shall be at least 6 months, as may be specified by the
Board), but in any event no later than the date of expiration of the Option
term.  Except as otherwise provided by the Board, any of the Grantee’s
Options that are not otherwise exercisable as of the date on which the Grantee
ceases to be employed by, or provide service to, the Employer shall terminate as
of such date.

     

    (v) For
purposes of the Plan:

     

    (A) The
term “Employer” shall mean the Company and its parent and subsidiary
corporations or other entities, as determined by the Board.

     

    (B) “Employed
by, or provide service to, the Employer” shall mean employment or service as an
Employee, Key Advisor or member of the Board (so that, for purposes of
exercising Options and satisfying conditions with respect to Stock Awards, a
Grantee shall not be considered to have terminated employment or service until
the Grantee ceases to be an Employee, Key Advisor and member of the Board),
unless the Board determines otherwise.

     

    (C) “Disability”
shall mean a Grantee’s becoming disabled within the meaning of section 22(e)(3)
of the Code, within the meaning of the Employer’s long-term disability plan
applicable to the Grantee, or as otherwise determined by the Board.

     

    (D) “Cause”
shall mean, except to the extent specified otherwise by the Board, a finding by
the Board that the Grantee (I) has breached his or her employment or service
contract with the Employer, (II) has engaged in disloyalty to the Company,
including, without limitation, fraud, embezzlement, theft, commission of a
felony or proven dishonesty, (III) has disclosed trade secrets or confidential
information of the Employer to persons not entitled to receive such information,
(IV) has breached any written noncompetition or nonsolicitation agreement
between the Grantee and the Employer or (V) has engaged in such other behavior
detrimental to the interests of the Employer as the Board
determines.

     

    (f) Exercise of
Options.  A Grantee may exercise an Option that has become
exercisable, in whole or in part, by delivering a notice of exercise to the
Company.  The Grantee shall pay the Exercise Price for an Option as
specified by the Board (i) in cash, (ii) with the approval of the Board, by
delivering shares of Company Stock owned by the Grantee (including Company Stock
acquired in connection with the exercise of an Option, subject to such
restrictions as the Board deems appropriate) and having a Fair Market Value on
the date of exercise equal to the Exercise Price or by attestation (on a form
prescribed by the Board) to ownership of shares of Company Stock having a Fair
Market Value on the date of exercise equal to the Exercise Price, (iii) after a
Public Offering, payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board, or (iv) by such other
method as the Board may approve.  The Board may authorize loans by the
Company to Grantees in connection with the exercise of an Option, upon such
terms and conditions as the Board, in its sole discretion, deems
appropriate.  Shares of Company Stock used to exercise an Option shall
have been held by the Grantee for the requisite period of time to avoid adverse
accounting consequences to the Company with respect to the
Option.  The Grantee shall pay the Exercise Price and the amount of
any withholding tax due (pursuant to Section 7) as specified by the
Board.

     

    (g) Limits on Incentive Stock
Options.  Each Incentive Stock Option shall provide that, if
the aggregate Fair Market Value of the stock on the date of the grant with
respect to which Incentive Stock Options are exercisable for the first time by a
Grantee during any calendar year, under the Plan or any other stock option plan
of the Company or a parent or subsidiary, exceeds $100,000, then the Option, as
to the excess, shall be treated as a Nonqualified Stock Option.  An
Incentive Stock Option shall not be granted to any person who is not an employee
of the Company or a parent or subsidiary (within the meaning of section 424(f)
of the Code) of the Company.

     

    6. Stock
Awards

     

    The Board
may issue or transfer shares of Company Stock to an Employee, Non-Employee
Director, and Key Advisor under a Stock Award, upon such terms as the Board
deems appropriate.  The following provisions are applicable to Stock
Awards:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a) General
Requirements.  Shares of Company Stock issued or transferred
pursuant to Restricted Stock Awards may be issued or transferred subject to
restrictions or no restrictions, as determined by the Board.  The
value of the consideration (cash, services or other consideration) for a
Restricted Stock Award may be equal to, greater than, or less than the Fair
Market Value (as defined below) of a share of Company Stock on the date the
Option is granted, as determined by the Board at the time that the issuance of
the Company Stock is authorized. The Board may establish conditions under which
restrictions on Restricted Stock Awards shall lapse over a period of time or
according to such other criteria as the Board deems appropriate.  The
period of time during which the Restricted Stock Award will remain subject to
restrictions will be designated in the Grant Instrument as the “Restriction
Period.”

     

    (b) Number of
Shares.  The Board shall determine the number of shares of
Company Stock to be issued or transferred pursuant to a Stock Award and the
restrictions applicable to such shares.

     

    (c) Requirement of Employment or
Service.  If the Grantee ceases to be employed by, or provide
service to, the Employer during a period designated in the Grant Instrument as
the Restriction Period, or if other specified conditions are not met, the Stock
Award shall terminate as to all shares covered by the award as to which the
restrictions have not lapsed, and those shares of Company Stock must be
immediately returned to the Company.  The Board may, however, provide
for complete or partial exceptions to this requirement as it deems
appropriate.  With respect to Stock Awards granted to persons other
than officers, Board members or Key Advisors, the restrictions shall lapse over
a period of not more than five years and a rate of not less than 20% per
year.

     

    (d) Restrictions on Transfer and
Legend on Stock Certificate.  During the Restriction Period, a
Grantee may not sell, assign, transfer, pledge or otherwise dispose of the
shares of the Stock Award except as permitted under Section
8(a).  Each certificate for Stock Awards shall contain a legend giving
appropriate notice of the restrictions in the Grant.  The Grantee
shall be entitled to have the legend removed from the stock certificate covering
the shares subject to restrictions when all restrictions on such shares have
lapsed.  The Board may determine that the Company will not issue
certificates for Stock Awards until all restrictions on such shares have lapsed,
or that the Company will retain possession of certificates for Stock Awards
until all restrictions on such shares have lapsed.

     

    (e) Right to Vote and to Receive
Dividends.  During the Restriction Period,  the
Grantee shall have the right to vote shares subject to Stock Awards and to
receive any dividends or other distributions paid on such shares, except as
otherwise determined by the Board.

     

    (f) Lapse of
Restrictions.  All restrictions imposed on Stock Awards shall
lapse upon the expiration of the applicable Restriction Period and the
satisfaction of all conditions imposed by the Board.  The Board may
determine, as to any or all Stock Awards, that the restrictions shall lapse
without regard to any Restriction Period.

     

    (g) Stock
Units.  The Board may grant Stock Awards in the form of phantom
stock units, upon such terms and conditions as the Committee deems
appropriate.  Each stock unit shall represent the right of the Grantee
to receive an amount based on the value of a share of Company Stock, if
specified conditions are met, at the time specified in the Grant
Instrument.  All stock units shall be credited to bookkeeping accounts
established on the Company’s records for purposes of the
Plan.  Payments with respect to stock units shall be made in the form
of Company Stock, cash or a combination of the two, as determined by the
Board.

      

    7. Withholding of
Taxes

     

    (a) Required
Withholding.  All Grants under the Plan shall be subject to
applicable federal (including FICA), state and local tax withholding
requirements.  The Employer may require that the Grantee or other
person receiving or exercising Grants pay to the Employer the amount of any
federal, state or local taxes that the Employer is required to withhold with
respect to such Grants, or the Employer may deduct from other wages paid by the
Employer the amount of any withholding taxes due with respect to such
Grants.

     

    (b) Election to Withhold
Shares.  If the Board so permits, a Grantee may elect to
satisfy the Employer’s tax withholding obligation with respect to a Grant by
having shares withheld up to an amount that does not exceed the Grantee’s
minimum applicable withholding tax rate for federal (including FICA), state and
local tax liabilities.  The election must be in a form and manner
prescribed by the Board and may be subject to the prior approval of the
Board.

     

    8. Transferability of
Grants

     

    (a) Nontransferability of
Grants.  Except as provided below, only the Grantee may
exercise rights under a Grant during the Grantee’s lifetime.  A
Grantee may not transfer those rights except (i) by will or by the laws of
descent and distribution or (ii) with respect to Grants other than Incentive
Stock Options, if permitted in any specific case by the Board, pursuant to a
domestic relations order or otherwise as permitted by the Board.  When
a Grantee dies, the personal representative or other person entitled to succeed
to the rights of the Grantee may exercise such rights.  Any such
successor must furnish proof satisfactory to the Company of his or her right to
receive the Grant under the Grantee’s will or under the applicable laws of
descent and distribution.

     

    (b) Transfer of Nonqualified
Stock Options. Notwithstanding the foregoing, the Board may provide, in a
Grant Instrument, that a Grantee may transfer Nonqualified Stock Options to
family members, or one or more trusts or other entities for the benefit of or
owned by  family members, consistent with applicable securities laws,
according to such terms as the Board may determine; provided that the Grantee
receives no consideration for the transfer of an Option and the transferred
Option shall continue to be subject to the same terms and conditions as were
applicable to the Option immediately before the transfer.

     

    9. Right of First Refusal;
Repurchase Right

     

    (a) Offer.  Prior
to a Public Offering, if at any time an individual desires to sell, encumber, or
otherwise dispose of shares of Company Stock that were distributed to him or her
under this Plan and that are transferable, the individual may do so only
pursuant to a bona fide written offer, and the individual shall first offer the
shares to the Company by giving the Company written notice disclosing: (a) the
name of the proposed transferee of the Company Stock; (b) the certificate number
and number of shares of Company Stock proposed to be transferred or encumbered;
(c) the proposed price; (d) all other terms of the proposed transfer; and (e) a
written copy of the proposed offer.  Within 60 days after receipt of
such notice, the Company shall have the option to purchase all or part of such
Company Stock at the price and on the terms described in the written notice;
provided that the Company may pay such price in installments over a period not
to exceed four years, at the discretion of the Board.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Sale.  In
the event the Company (or a shareholder, as described below) does not exercise
the option to purchase Company Stock, as provided above, the individual shall
have the right to sell, encumber, or otherwise dispose of the shares of Company
Stock described in subsection (a) at the price and on the terms of the transfer
set forth in the written notice to the Company, provided such transfer is
effected within 15 days after the expiration of the option period.  If
the transfer is not effected within such period, the Company must again be given
an option to purchase, as provided above.

     

    (c) Assignment of
Rights.  The Board, in its sole discretion, may waive the
Company’s right of first refusal and repurchase right under this Section
9.  If the Company’s right of first refusal or repurchase right is so
waived, the Board may, in its sole discretion, assign such right to the
remaining shareholders of the Company in the same proportion that each
shareholder’s stock ownership bears to the stock ownership of all the
shareholders of the Company, as determined by the Board.  To the
extent that a shareholder has been given such right and does not purchase his or
her allotment, the other shareholders shall have the right to purchase such
allotment on the same basis.

     

    (d) Purchase by the
Company.  Prior to a Public Offering, if a Grantee ceases to be
employed by, or provide service to, the Employer, the Company shall have the
right to purchase all or part of any Company Stock distributed to him or her
under this Plan at its then current Fair Market Value (as defined in Section
5(b)) (or at such other price as may be established in the Grant Instrument);
provided, however, that such repurchase shall be made in accordance with
applicable accounting rules to avoid adverse accounting treatment.

     

    (e) Public
Offering.  On and after a Public Offering, the Company shall
have no further right to purchase shares of Company Stock under this Section
9.

     

    (f) Shareholder’s
Agreement. Notwithstanding the provisions of this Section 9, if the Board
requires that a Grantee execute a shareholder’s agreement with respect to any
Company Stock distributed pursuant to this Plan, which contains a right of first
refusal or repurchase right, the provisions of this Section 9 shall not apply to
such Company Stock, unless the Board determines otherwise.

     

    10. Change of Control of the
Company

     

    As used
herein, a “Change of Control” shall be deemed to have occurred if:

     

    (a) Any
“person” (as such term is used in sections 13(d) and 14(d) of the Exchange Act)
(other than persons who are shareholders on the effective date of the Plan)
becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing more than 50%
of the voting power of the then outstanding securities of the Company; provided
that a Change of Control shall not be deemed to occur as a result of a change of
ownership resulting from the death of a shareholder, and a Change of Control
shall not be deemed to occur as a result of a transaction in which the Company
becomes a subsidiary of another corporation and in which the shareholders of the
Company, immediately prior to the transaction, will beneficially own,
immediately after the transaction, shares entitling such shareholders to more
than 50% of all votes to which all shareholders of the parent corporation would
be entitled in the election of directors (without consideration of the rights of
any class of stock to elect directors by a separate class vote); or

     

    (b) The
consummation of (i) a merger or consolidation of the Company with another
corporation where the shareholders of the Company, immediately prior to the
merger or consolidation, will not beneficially own, immediately after the merger
or consolidation, shares entitling such shareholders to more than 50% of all
votes to which all shareholders of the surviving corporation would be entitled
in the election of directors (without consideration of the rights of any class
of stock to elect directors by a separate class vote),  (ii) a sale or
other disposition of all or substantially all of the assets of the Company or
(iii) a liquidation or dissolution of the Company.

     

    11. Consequences of a Change of
Control

     

    (a) Assumption of
Grants.  Upon a Change of Control where the Company is not the
surviving corporation (or survives only as a subsidiary of another corporation),
unless the Board determines otherwise, all outstanding Options that are not
exercised shall be assumed by, or replaced with comparable options by the
surviving corporation (or a parent or subsidiary of the surviving corporation),
and outstanding Stock Awards shall be converted to Stock Awards of the surviving
corporation (or a parent or subsidiary of the surviving
corporation).

     

    (b) Other
Alternatives.  Notwithstanding the foregoing, in the event of a
Change of Control, the Board may take any of the following actions with respect
to any or all outstanding Grants: the Board may (i) determine that outstanding
Options shall accelerate and become exercisable, in whole or in part, upon the
Change of Control or upon such other event as the Board determines, (ii)
determine that the restrictions and conditions on outstanding Stock Awards shall
lapse, in whole or in part, upon the Change of Control or upon such other event
as the Board determines, (iii) require that Grantees surrender their outstanding
Options in exchange for a payment by the Company, in cash or stock as determined
by the Board, in an amount equal to the amount by which the then Fair Market
Value of the shares of Company Stock subject to the Grantee’s unexercised
Options exceeds the Exercise Price of the Options or (iv) after giving Grantees
an opportunity to exercise their outstanding Options, terminate any or all
unexercised Options at such time as the Board deems appropriate.  Such
surrender or termination shall take place as of the date of the Change of
Control or such other date as the Board may specify.  The Board shall
have no obligation to take any of the foregoing actions, and, in the absence of
any such actions, outstanding Options and Stock Awards shall continue in effect
according to their terms (subject to any assumption pursuant to subsection
(a)).

     

    12. Requirements for Issuance or
Transfer of Shares

     

    (a) Shareholder’s
Agreement.  The Board may require that a Grantee execute a
shareholder’s agreement, with such terms as the Board deems appropriate, with
respect to any Company Stock issued or distributed pursuant to this
Plan.

     

    (b) Limitations on Issuance or
Transfer of Shares.  No Company Stock shall be issued or
transferred in connection with any Grant hereunder unless and until all legal
requirements applicable to the issuance or transfer of such Company Stock have
been complied with to the satisfaction of the Board.  The Board shall
have the right to condition any Grant made to any Grantee hereunder on such
Grantee’s undertaking in writing to comply with such restrictions on his or her
subsequent disposition of such shares of Company Stock as the Board shall deem
necessary or advisable, and certificates representing such shares may be
legended to reflect any such restrictions.  Certificates representing
shares of Company Stock issued or transferred under the Plan will be subject to
such stop-transfer orders and other restrictions as may be required by
applicable laws, regulations and interpretations, including any requirement that
a legend be placed thereon.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Lock-Up
Period.  If so requested by the Company or any representative
of the underwriters (the “Managing Underwriter”) in connection with any
underwritten offering of securities of the Company under the Securities Act of
1933, as amended (the “Securities Act”), a Grantee (including any successor or
assigns) shall not sell or otherwise transfer any shares or other securities of
the Company during the 30-day period preceding and the 180-day period following
the effective date of a registration statement of the Company filed under the
Securities Act for such underwriting (or such shorter period as may be requested
by the Managing Underwriter and agreed to by the Company) (the “Market Standoff
Period”).  The Company may impose stop-transfer instructions with
respect to securities subject to the foregoing restrictions until the end of
such Market Standoff Period.

     

    13. Amendment and Termination of
the Plan

     

    (a) Amendment.  The
Board may amend or terminate the Plan at any time; provided, however, that the
Board shall not amend the Plan without shareholder approval if such approval is
required in order to comply with the Code or other applicable laws, or, after an
Initial Public Offering, to comply with applicable stock exchange
requirements.

     

    (b) Termination of
Plan.  The Plan shall terminate on the day immediately
preceding the tenth anniversary of its effective date, unless the Plan is
terminated earlier by the Board or is extended by the Board with the approval of
the shareholders.

     

    (c) Termination and Amendment of
Outstanding Grants.  A termination or amendment of the Plan
that occurs after a Grant is made shall not materially impair the rights of a
Grantee unless the Grantee consents or unless the Board acts under Section
19(b).  The termination of the Plan shall not impair the power and
authority of the Board with respect to an outstanding Grant.  Whether
or not the Plan has terminated, an outstanding Grant may be terminated or
amended under Section 19(b) or may be amended by agreement of the Company and
the Grantee consistent with the Plan.

     

    (d) Governing
Document.  The Plan shall be the controlling
document.  No other statements, representations, explanatory materials
or examples, oral or written, may amend the Plan in any manner.  The
Plan shall be binding upon and enforceable against the Company and its
successors and assigns.

     

    14. Funding of the
Plan

     

    This Plan
shall be unfunded.  The Company 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 Grants under this Plan.  In no event shall interest
be paid or accrued on any Grant, including unpaid installments of
Grants.

     

    15. Rights of
Participants

     

    Nothing
in this Plan shall entitle any Employee, Key Advisor, Non-Employee Director or
other person to any claim or right to be granted a Grant under this
Plan.  Neither this Plan nor any action taken hereunder shall be
construed as giving any individual any rights to be retained by or in the employ
of the Employer or any other employment rights.

     

    16. No Fractional
Shares

     

    No
fractional shares of Company Stock shall be issued or delivered pursuant to the
Plan or any Grant.  The Board shall determine whether cash, other
awards or other property shall be issued or paid in lieu of such fractional
shares or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.

     

    17. Headings

     

    Section
headings are for reference only.  In the event of a conflict between a
title and the content of a Section, the content of the Section shall
control.

     

    18. Effective Date of the
Plan.

     

    (a) Effective
Date.  The Plan shall be effective on June 6,
2007.  The Plan is adopted subject to shareholder approval of the Plan
within 12 months before or after the Plan is adopted.

     

    (b) Public
Offering.  The provisions of the Plan that refer to a Public
Offering, or that refer to, or are applicable to persons subject to, section 16
of the Exchange Act or section 162(m) of the Code, shall be effective, if at
all, upon the initial registration of the Company Stock under section 12(g) of
the Exchange Act, and shall remain effective thereafter for so long as such
stock is so registered.

     

    19. Miscellaneous

     

    (a) Grants in Connection with
Corporate Transactions and Otherwise.  Nothing contained in
this Plan shall be construed to (i) limit the right of the Board to make Grants
under this Plan in connection with the acquisition, by purchase, lease, merger,
consolidation or otherwise, of the business or assets of any corporation, firm
or association, including Grants to employees thereof who become Employees, or
for other proper corporate purposes, or (ii) limit the right of the Company to
grant stock options or make other awards outside of this
Plan.  Without limiting the foregoing, the Board may make a Grant to
an employee of another corporation who becomes an Employee by reason of a
corporate merger, consolidation, acquisition of stock or property,
reorganization or liquidation involving the Company, the Parent or any of their
subsidiaries in substitution for a stock option or Stock Awards grant made by
such corporation.  The terms and conditions of the substitute grants
may vary from the terms and conditions required by the Plan and from those of
the substituted stock incentives.  The Board shall prescribe the
provisions of the substitute grants.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Compliance with
Law.  The Plan, the exercise of Options and the obligations of
the Company to issue or transfer shares of Company Stock under Grants shall be
subject to all applicable laws and to approvals by any governmental or
regulatory agency as may be required.  With respect to persons subject
to section 16 of the Exchange Act, after a Public Offering it is the intent of
the Company that the Plan and all transactions under the Plan comply with all
applicable provisions of Rule 16b-3 or its successors under the Exchange
Act.  In addition, it is the intent of the Company that the Plan and
applicable Grants under the Plan comply with the applicable provisions of
section 162(m) of the Code, after a Public Offering, and section 422 of the
Code.  To the extent that any legal requirement of section 16 of the
Exchange Act or section 162(m) or 422 of the Code as set forth in the Plan
ceases to be required under section 16 of the Exchange Act or section 162(m) or
422 of the Code, that Plan provision shall cease to apply.  The Board
may revoke any Grant if it is contrary to law or modify a Grant to bring it into
compliance with any valid and mandatory government regulation.  The
Board may also adopt rules regarding the withholding of taxes on payments to
Grantees.  The Board may, in its sole discretion, agree to limit its
authority under this Section.

     

    (c) Employees Subject to
Taxation Outside the United States.  With respect to Grantees
who are subject to taxation in countries other than the United States, the Board
may make Grants on such terms and conditions as the Board deems appropriate to
comply with the laws of the applicable countries, and the Board may create such
procedures, addenda and subplans and make such modifications as may be necessary
or advisable to comply with such laws.

     

    (d) Governing
Law.  The validity, construction, interpretation and effect of
the Plan and Grant Instruments issued under the Plan shall be governed and
construed by and determined in accordance with the laws of the State of Nevada,
without giving effect to the conflict of laws provisions thereof.

     

    Approved on June 6,
2007 


    VEMICS, INC.

     

    AMENDMENT
NO. 1

     

    TO

     

    VEMICS, INC. 2007 EQUITY
COMPENSATION PLAN

     

    A.           On
June 6, 2007, the shareholders of Vemics, Inc., approved the Vemics, Inc. 2007
Equity Compensation Plan (the “Plan”) to provide (i) designated employees of
Vemics, Inc. (the “Company”) and its subsidiaries, (ii) certain consultants and
advisors who perform services for the Company or its subsidiaries, (iii)
non-employee members of the Board of Directors of the Company (the “Board”) and
(iv) designated former employees, board members and consultants of the Company
with the opportunity to receive grants of incentive stock options, nonqualified
stock options and stock awards.

     

    B.           Pursuant
to Section 3(a) of the Plan, on July 29, 2008, the Board adopted an amendment to
Section 3(a) of the Plan to increase the authorized shares under the Plan from
6,300,000 shares to 17,000,000 shares.  Accordingly, Section 3(a) of
the Plan is hereby amended by deleting the first sentence and replacing it with
the following:

     

    “3.           Shares Subject to the
Plan

     

    (a)           Shares
Authorized.  Subject to adjustment as described below, the
aggregate number of shares of common stock of the Company (“Company Stock”) that
may be issued under the Plan is 17,000,000 shares.”

     

           
 C.            As
amended by this Amendment, all of the provisions of the Plan are hereby
approved, confirmed and ratified.

     

                    D.           This
Amendment is effective as of July 29, 2008, and shall be submitted to the
Stockholders of the Company for approval at the next annual
meeting.