SWAV Enterprises Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1 - 2010 Incentive Compensation Plan



SWAV ENTERPRISES LTD.

  (the
  “Company”)

  

  2010 Incentive COMPENSATION PLAN



	1.	PURPOSE






The purpose of this 2010 Incentive Compensation Plan of SWAV
  ENTERPRISES LTD., is to advance the interests of the Company (as herein defined)
  by encouraging Eligible Employees (as herein defined) to acquire shares of the
  Company, thereby increasing their proprietary interest in the Company,
  encouraging them to remain associated with the Company and furnishing them with
  additional incentive to advance the interests of the Company in the conduct of
  their affairs. 

	2.	DEFINITIONS


As used herein, the following definitions shall
  apply:

  



	 	(a) 	"Administrator" means the Board or a Committee of
      the Board duly appointed by the Board as the Administrator
      hereof.

	 	 	 	 
	 	(b) 	"Affiliate" and "Associate" shall have the
      respective meanings ascribed to such terms in the Securities
      Act.

	 	 	 	 
	 	(c) 	"Applicable Laws" means the legal requirements
      relating to the administration of incentive compensation plans, if any,
      under applicable provisions of federal securities laws, state corporate
      and securities laws, the Securities Act, the rules of any applicable stock
      exchange or national market system, and the rules of any foreign
      jurisdiction applicable to Awards granted to residents therein.

	 	 	 	 
	 	(d) 	"Award" means the grant of Performance Shares or
      other right or benefit under the Plan.

	 	 	 	 
	 	(e) 	"Award Agreement" means the written agreement
      evidencing the grant of an Award executed by the Company and the Grantee,
      including any amendments thereto.

	 	 	 	 
	 	(f) 	"Board" means the Board of Directors of the
      Company.

	 	 	 	 
	 	(g) 	"Cause" means, with respect to the termination by
      the Company or a Related Entity of the Grantee's Continuous Service, that
      such termination is for `Cause' as such term is expressly defined in a
      then- effective written agreement between the Grantee and the Company or
      such Related Entity, or in the absence of such then-effective written
      agreement and definition, is based on, in the determination of the
      Administrator, the Grantee's:

	 	 	 	 
	 		(i) 	refusal or failure to act in accordance with any
      specific, lawful direction or order of the Company or a Related
      Entity;

	 	 	 	 
	 		(ii) 	unfitness or unavailability for service or unsatisfactory
      performance (other than as a result of Disability);

	 	 	 	 
	 		(iii) 	performance of any act or failure to perform any act in
      bad faith and to the detriment of the Company or a Related
      Entity;

	 	 	 	 
	 		(iv) 	dishonesty, intentional misconduct or material breach of
      any agreement with the Company or a Related Entity;
      or



1






	 		(v) 	commission of a crime involving dishonesty, breach of
      trust, or physical or emotional harm to any person.

	 	 	 	 
	 	(h) 	"Change in Control" means a change in ownership or
      control of the Company effected through either of the following
      transactions:

	 	 	 	 
	 		(i) 	the direct or indirect acquisition by any person or
      related group of persons (other than an acquisition by the Company or by a
      Company-sponsored employee benefit plan or by a person that directly or
      indirectly controls, is controlled by, or is under common control with,
      the Company) of beneficial ownership of securities possessing more than
      fifty percent (50%) of the total combined voting power of the Company's
      outstanding securities pursuant to a tender or exchange offer made
      directly to the Company's shareholders which a majority of the Continuing
      Directors who are not Affiliates or Associates of the offeror do not
      recommend such shareholders accept, or

	 	 	 	 
	 		(ii) 	a change in the composition of the Board over a period of
      thirty-six (36) months or less such that a majority of the Board members
      (rounded up to the next whole number) ceases, by reason of one or more
      contested elections for Board membership, to be comprised of individuals
      who are Continuing Directors.

	 	 	 	 
	 	(i) 	"Committee" means any committee appointed by the
      Board to administer the Plan.

	 	 	 	 
	 	(j) 	"Common Stock" means the common stock of the
      Company.

	 	 	 	 
	 	(k) 	"Company" means SWAV ENTERPRISES LTD., a Nevada
      company.

	 	 	 	 
	 	(l) 	"Consultant" means any person (other than an
      Employee or solely with respect to rendering services in such person's
      capacity as a Director) who is engaged by the Company or any Related
      Entity to render consulting or advisory services to the Company or such
      Related Entity.

	 	 	 	 
	 	(m) 	"Continuing Directors" means members of the Board
      who either (i) have been Board members continuously for a period of at
      least thirty-six (36) months or (ii) have been Board members for less than
      thirty-six (36) months and were elected or nominated for election as Board
      members by at least a majority of the Board members described in clause
      2.(h)(ii) who were still in office at the time such election or nomination
      was approved by the Board.

	 	 	 	 
	 	(n) 	"Continuous Service" means that the provision of
      services to the Company or a Related Entity in any capacity of Employee or
      Consultant is not interrupted or terminated. Continuous Service shall not
      be considered interrupted in the case of (i) any approved leave of
      absence, (ii) transfers between locations of the Company or among the
      Company, any Related Entity, or any successor, in any capacity of
      Employee, Director or Consultant, or (iii) any change in status as long as
      the individual remains in the service of the Company or a Related Entity
      in any capacity of Employee, Director or Consultant (except as otherwise
      provided in the Award Agreement). An approved leave of absence shall
      include sick leave, military leave, or any other authorized personal
      leave. No such leave may exceed ninety (90) days, unless reemployment upon
      expiration of such leave is guaranteed by statute or contract.

	 	 	 	 
	 	(o) 	"Corporate Transaction" means any of the following
      transactions:

	 	 	 	 
	 		(i) 	a merger or consolidation in which the Company is not the
      surviving entity, except for a transaction the principal purpose of which
      is to change the jurisdiction in which the Company is organized;

	 	 	 	 
	 		(ii) 	the sale, transfer or other disposition of all or
      substantially all of the assets of the Company (including the capital
      stock of the Company's subsidiary corporations) in connection with the
      complete liquidation or dissolution of the Company;
      or



2






	 		 (iii) 
	any reverse merger in which the Company is the surviving entity
      but in which securities possessing more than fifty percent (50%) of the
      total combined voting power of the Company's outstanding securities are
      transferred to a person or persons different from those who held such securities
      immediately prior to such merger.
	 	 	 	 
	 	(p) 	"Director" means a member
        of the Board or the board of directors of any Related Entity.

	 	 	 	 
		(q) 	"Disability" means that
        a Grantee is unable to carry out the responsibilities and functions of
        the position held by the Grantee by reason of any medically determinable
        physical or mental impairment. A Grantee will not be considered to have
        incurred a Disability unless he or she furnishes proof of such impairment
        sufficient to satisfy the Administrator in its discretion.

	 	 	 	 
	 	(r) 	"Eligible Employee" means
        any person who is an Employee or a Consultant.

	 	 	 	 
	 	(s) 	"Employee" means any person,
        including an Officer or Director, who is a full-time or part-time employee
        of the Company or any Related Entity.

	 	 	 	 
	 	(t) 	"Fair Market Value" means,
        as of any date, the value of Common Stock determined as follows:

	 	 	 	 
	 		(i) 	Where there exists a public market for the Common Stock, the
      Fair Market Value shall be (A) the average closing price for a Share for
      the last seven (7) market trading days prior to the time of the determination
      (or, if no closing price was reported on those days, on the last seven trading
      days on which a closing price was reported) on the stock exchange determined
      by the Administrator to be the primary market for the Common Stock or the
      NASDAQ National Market, whichever is applicable or (B) if the Common Stock
      is not traded on any such exchange or national market system, the average
      of the closing bid and asked prices of a Share on the NASDAQ Small Cap Market
      for the seven (7) days prior to the time of the determination (or, if no
      such prices were reported on those days, on the last seven days on which
      such prices were reported), in each case, as reported in The Wall Street
      Journal or such other source as the Administrator deems reliable; or
	 	 	 	 
	 		(ii)	 In the absence of an established
        market for the Common Stock of the type described in 2.(t)(i), above,
        the Fair Market Value thereof shall be determined by the Administrator
        in good faith.

	 	 	 	 
	 	(u) 	"Grantee" means an Eligible
        Employee who receives an Award pursuant to an Award Agreement under the
        Plan.

	 	 	 	 
	 	(v) 	"Insider" means:

	 	 	 	 
	 		(i) 
	a Director or Senior Officer of the Company;
	 	 	 	 
	 		(ii) 
	a Director or Senior Officer of a person that is itself an
      Insider or Subsidiary of the Company;
	 	 	 	 
	 		(iii) 	a person that has:

	 	 	 	 
	 			A. 
	direct or indirect beneficial ownership of,
	 	 	 	 
	 			B. 
	control or direction over, or
	 	 	 	 	 
	 	 	 	C. 	a combination of direct or indirect beneficial ownership of and control
      or direction over


securities of the Company carrying
  more than 10% of the voting rights attached to all the Company's outstanding
  voting securities, excluding, for the purpose of the calculation of the  percentage
  held, any securities held by the person as underwriter in the course of a distribution,
  or

3






	 		(iv) 	the Company itself, if it has purchased, redeemed or
        otherwise acquired any securities of its own issue, for so long as it
        continues to hold those securities.

	 	 	 	 
	 		(w) 	"Officer" means a person who is an
        officer, including a Senior Officer, of the Company or a Related Entity
        within the meaning prescribed to under the Securities Act and the rules
        and regulations promulgated thereunder.

	 	 	 	 
	 	(x) 	"Option" means an option
        to purchase Shares pursuant to an Award Agreement granted under the Plan.

	 	 	 	 
	 	(y) 	"Parent" means a "parent
        corporation", whether now or hereafter existing, which holds a majority
        of the voting shares of the Company.

	 	 	 	 
	 	(z) 	"Performance Shares" means
        Shares or an Award denominated in Shares which may be earned in whole
        or in part upon attainment of performance criteria established by the
        Administrator not to exceed an aggregate of 19,607,493 Shares.

	 	 	 	 
	 	(aa) 	"Performance Units" means
        an Award which may be earned in whole or in part upon attainment of performance
        criteria established by the Administrator and which may be settled for
        cash, Shares or other securities or a combination of cash, Shares or other
        securities as established by the Administrator.

	 	 	 	 
	 	(bb) 	"Plan" means this 2010
        Incentive Compensation Plan as approved by Board consent with effect from
        February 18, 2010.

	 	 	 	 
	 	(cc) 	"Related Entity" means
        any Parent, Subsidiary and any business, corporation, partnership, limited
        liability company or other entity in which the Company, a Parent or a
        Subsidiary holds a substantial ownership interest, directly or indirectly.

	 	 	 	 
	 	(dd) 	"Restricted Stock" means
        Shares issued under the Plan to the Grantee for such consideration, if
        any, and subject to such restrictions on transfer, rights of first refusal,
        repurchase provisions, forfeiture provisions, and other terms and conditions
        as established by the Administrator.

	 	 	 	 
	 	(ee) 	"SAR" means a stock appreciation
        right entitling the Grantee to Shares or cash compensation, as established
        by the Administrator, measured by appreciation in the value of Common
        Stock.

	 	 	 	 
	 	(ff) 	"Securities Act" means
        the Securities Act of 1933, as amended.

	 	 	 	 
	 	(gg) 	"Senior Officer" means:

	 	 	 	 
	 		(i) 	the chair or vice chair of the Board, the president,
        a vice-president, the secretary, the treasurer or the general manager
        of the Company;

	 	 	 	 
	 		(ii) 	any individual who performs functions for a person
        similar to those normally performed by an individual occupying any office
        specified in paragraph 2.(gg)(i) above, and

	 	 	 	 
	 		(iii) 	the five (5) highest paid employees of the Company,
        including any individual referred to in paragraph 2.(gg)(i) or 2.(gg)(ii)
        and excluding a commissioned salesperson who does not act in a managerial
        capacity.

	 	 	 	 
	 	(hh) 	"Share" means a share
        of the Common Stock.



4






	 	(ii) 	"Subsidiary" means a "subsidiary corporation",
      whether now or hereafter existing, as determined by British Columbia
      corporate law.

	 	 	 
	 	(jj) 	"Stock Incentive Plan" means the current stock
      option plan and any subsequent such plans approved by the shareholders of
      the Company.

	 	 	 
	 	(kk) 	"Related Entity Disposition" means the sale,
      distribution or other disposition by the Company of all or substantially
      all of the Company's interests in any Related Entity effected by a sale,
      merger or consolidation or other transaction involving that Related Entity
      or the sale of all or substantially all of the assets of that Related
      Entity.






	3.    	OPTIONS ISSUED
      UNDER THE PLAN 



All Options issued under the Plan shall be subject to the
  provisions of the Stock Incentive Plan.

	4.	ADMINISTRATION
	 	 	 	 
	 	(a) 	Plan Administrator

	 	 	 	 
	 		(i) 	Administration with Respect to Eligible Employees.
      With respect to grants of Awards to Eligible Employees, the Plan shall be
      administered by (A) the Board or (B) a Committee designated by the Board,
      which Committee shall be constituted in such a manner as to satisfy the
      Applicable Laws. Once appointed, such Committee shall continue to serve in
      its designated capacity until otherwise directed by the Board.

	 	 	 	 
	 		(ii) 	Administration Errors. In the event an Award is
      granted in a manner inconsistent with the provisions of this subsection
      4(a), such Award shall be presumptively valid as of its grant date to the
      extent permitted by the Applicable Laws.

	 	 	 	 
	 	(b) 	Powers of the Administrator. Subject to Applicable
      Laws and the provisions of the Plan (including any other powers given to
      the Administrator hereunder), and except as otherwise provided by the
      Board, the Administrator shall have the authority, in its
      discretion:

	 	 	 	 
	 		(i) 	to select the Eligible Employees to whom Awards may be
      granted from time to time hereunder;

	 	 	 	 
	 		(ii) 	to determine whether and to what extent Awards are
      granted hereunder;

	 	 	 	 
	 		(iii) 	to determine the number of Performance Shares or the
      amount of other consideration to be covered by each Award granted
      hereunder;

	 	 	 	 
	 		(iv) 	to approve forms of Award Agreements for use under the
      Plan;

	 	 	 	 
	 		(v) 	to determine the terms and conditions of any Award
      granted hereunder;

	 	 	 	 
	 		(vi) 	to suspend the right of an Eligible Employee to receive
      an Award for any reason that the Administrator considers in the best
      interest of the Company;

	 	 	 	 
	 		(vii) 	to establish additional terms, conditions, rules or
      procedures to accommodate the rules or laws of applicable foreign
      jurisdictions and to afford Grantees favourable treatment under such laws;
      provided, however, that no Award shall be granted under any such
      additional terms, conditions, rules or procedures with terms or conditions
      which are inconsistent with the provisions of the Plan;
      and



5






	 		(viii) 	to take such other action, not inconsistent with the
      terms of the Plan, as the Administrator deems appropriate.

	 	 	 	 
	 	(c) 	Effect of Administrator's Decision. All decisions,
      determinations and interpretations of the Administrator shall be
      conclusive and binding on all persons. However, the Board reserves the
      right to override such decisions, determinations and interpretations of
      the Administrator.



 

 

	5. 	ELIGIBILITY 





Awards may be granted to Eligible Employees. An Eligible
  Employee, who has been granted an Award may, if otherwise eligible, be granted
  additional Awards.

	6.	TERMS AND CONDITIONS OF AWARDS

	 	 	 
		(a) 	Type of Awards. The Administrator is authorized
      under the Plan to award any type of arrangement to an Eligible Employee
      that is not inconsistent with the provisions of the Plan and that by its
      terms involves or might involve the issuance of (i) Performance Shares,
      (ii) an Option, (iii) a SAR or similar right with a fixed or variable
      price related to the Fair Market Value of the Shares and with an exercise
      or conversion privilege related to the passage of time, the occurrence of
      one or more events, or the satisfaction of performance criteria or other
      conditions, (iv) cash or (v) any other security with the value derived
      from the value of the Shares. Such Awards may include, without limitation,
      cash, Shares, Options, SARs, Restricted Stock, Performance Units or
      Performance Shares, and an Award may consist of one such security or
      benefit, or two (2) or more of them in any combination or
      alternative.

	 	 	 
		(b) 	Designation of Award. Each Award shall be
      designated in the Award Agreement.

	 	 	 
		(c) 	Conditions of Award. Subject to the terms of the
      Plan and Applicable Laws, the Administrator shall determine the
      provisions, terms, and conditions of each Award including, but not limited
      to, the Award vesting schedule, forfeiture provisions, form of payment
      (cash, Shares, or other consideration) upon settlement of the Award, and
      satisfaction of any performance criteria. The performance criteria
      established by the Administrator may be based on any one of, or
      combination of, economic value added, market value added, achievement of
      individual or corporate objectives, or other measures of performance
      selected by the Administrator. Partial achievement of the specified
      criteria may result in a payment or vesting corresponding to the degree of
      achievement as specified in the Award Agreement.

	 	 	 
		(d) 	Acquisitions and Other Transactions. The
      Administrator may issue Awards under the Plan in settlement, assumption or
      substitution for, outstanding awards or obligations to grant future awards
      in connection with the Company or a Related Entity acquiring another
      entity, an interest in another entity or an additional interest in a
      Related Entity whether by merger, stock purchase, asset purchase or other
      form of transaction.

	 	 	 
		(e) 	Deferral of Award Payment. The Administrator may
      establish one or more programs under the Plan to permit selected Grantees
      the opportunity to elect to defer receipt of consideration upon an Award,
      satisfaction of performance criteria, or other event that absent the
      election would entitle the Grantee to payment or receipt of Shares or
      other consideration under an Award. The Administrator may establish the
      election procedures, the timing of such elections, the mechanisms for
      payments of, and accrual of interest or other earnings, if any, on
      amounts, Shares or other consideration so deferred, and such other terms,
      conditions, rules and procedures that the Administrator deems advisable
      for the administration of any such deferral program.

	 	 	 
		(f) 	Award Exchange Programs. The Administrator may
      establish one or more programs under the Plan to permit selected Grantees
      to exchange an Award under the Plan for one or more other types of Awards
      under the Plan on such terms and conditions as determined by the
      Administrator from time to time.



6






		(g) 	Separate Programs. The Administrator may establish
      one or more separate programs under the Plan for the purpose of issuing
      particular forms of Awards to one or more classes of Grantees on such
      terms and conditions as determined by the Administrator from time to
      time.

	 	 	 	 
		(h) 	Term of Award. The term of each Award shall be the
      term stated in the Award Agreement.

	 	 	 	 
		(i) 	Transferability of Awards. Awards shall be
      transferable to the extent provided in the Award Agreement.

	 	 	 	 
		(j) 	Time of Granting Awards. The date of grant of an
      Award shall for all purposes be the date on which the Administrator makes
      the determination to grant such Award, or such other date as is determined
      by the Administrator. Notice of the grant determination shall be given to
      each Employee or Consultant to whom an Award is so granted within a
      reasonable time after the date of such grant.

	 	 	 	 
		(k) 	Termination of Continuous Service. If Continuous
      Service is terminated by the Company or a Related Party for Cause, or by a
      Grantee voluntarily, any unvested benefits under the Plan will expire. If
      Continuous Service is terminated by retirement, death or Disability of a
      Grantee, or by the Company for other than Cause, unvested benefits will be
      earned in accordance with the vesting schedule in the Award
      Agreement.

	 	 	 	 
		(l) 	Shares Reserved.

	 	 	 	 
			(a) 	Pool. The aggregate number of shares of Stock that
      may be issued under this Plan will not exceed 1,200,000 (the
      “Pool”).

	 	 	 	 
			(b) 	Adjustments Upon Changes in Stock. In the event of
      any change in the outstanding Stock of the Company as a result of a stock
      split, reverse stock split, stock dividend, recapitalization, combination
      or reclassification, appropriate proportionate adjustments will be made
      in: (i) the aggregate number of shares of Stock in the Pool that may be
      issued hereunder; (ii) other rights and matters determined on a per share
      basis under this Plan hereunder. Any such adjustments will be made only by
      the Board, and when so made will be effective, conclusive and binding for
      all purposes with respect to this Plan. No such adjustments will be
      required by reason of the issuance or sale by the Company for cash or
      other consideration of additional shares of its Stock or securities
      convertible into or exchangeable for shares of its Stock.

	 	 	 	 
	7.	CONDITIONS UPON ISSUANCE OF
      SHARES

	 	 	 	 
		(a) 	Shares shall not be issued pursuant to an Award unless
      such Award and the issuance and delivery of such Shares pursuant thereto
      shall comply with all Applicable Laws, and shall be further subject to the
      approval of counsel for the Company with respect to such
      compliance.

	 	 	 	 
		(b) 	As a condition to an Award, the Company may require the
      person receiving Performance Shares to represent and warrant at the time
      of any such Award that the Shares are only for investment and without any
      present intention to sell or distribute such Shares if, in the opinion of
      counsel for the Company, such a representation is required by any
      Applicable Laws.

	 	 	 	 
	8.	CORPORATE TRANSACTIONS/CHANGES IN CONTROL/RELATED
      ENTITY DISPOSITIONS



Except as may be provided in an Award Agreement the
  Administrator shall have the authority, exercisable either in advance of any
  actual or anticipated Corporate Transaction, Change in Control or Related Entity
  Disposition or at the time of an actual Corporate Transaction, Change in Control
  or Related Entity Disposition at the time of the grant of an Award under the
  Plan or any time while an Award remains outstanding, to provide for the full
  automatic vesting of one or more outstanding unvested Awards under the Plan and
  the release from restrictions on transfer and repurchase or forfeiture rights of
  such Awards in connection with a Corporate Transaction, Change in Control or
  Related Entity Disposition, on such terms and conditions as the Administrator
  may specify. The Administrator also shall have the authority to condition any
  such Award vesting or release from such limitations upon the subsequent
  termination of the Continuous Service of the Grantee within a specified period
  following the effective date of the Corporate Transaction, Change in Control or
  Related Entity Disposition. The Administrator may provide that any Awards so
  vested or released from such limitations in connection with a Change in Control
  or Related Entity Disposition shall remain fully vested or released until the
  termination of the Award. Effective upon the consummation of a Corporate
  Transaction, all outstanding Awards under the Plan shall terminate unless
  assumed by the successor company or its parent.

7





	9. 	EFFECTIVE DATE AND TERM OF
      PLAN



The Plan shall become effective as of February 18, 2010. It
  shall continue in effect February 17, 2020 unless sooner terminated.

	10.	AMENDMENT, SUSPENSION OR TERMINATION OF THE
      PLAN

	 	 	 
		(a) 	The Board may at any time amend, suspend or terminate the
      Plan. To the extent necessary to comply with Applicable Laws, the Company
      shall obtain shareholder approval of any Plan amendment in such a manner
      and to such a degree as required.

	 	 	 
		(b) 	No Award may be granted during any suspension of the Plan
      or after termination of the Plan.

	 	 	 
		(c) 	Any amendment, suspension or termination of the Plan
      (including termination of the Plan under Section 10(a), above) shall not
      affect Awards already granted, and such Awards shall remain in full force
      and effect as if the Plan had not been amended, suspended or terminated,
      unless mutually agreed otherwise between the Grantee and the
      Administrator, which agreement must be in writing and signed by the
      Grantee and the Company.

	 	 	 
	11.	NO EFFECT ON TERMS OF EMPLOYMENT/CONSULTING
      RELATIONSHIP



The Plan shall not confer upon any Grantee any right with
  respect to the Grantee's Continuous Service, nor shall it interfere in any way
  with his or her right or the Company's right to terminate the Grantee's
  Continuous Service at any time, with or without Cause.

	12.	NO EFFECT ON RETIREMENT AND OTHER BENEFIT
      PLANS


Except as specifically provided in a retirement or other
  benefit plan of the Company or a Related Entity, Awards shall not be deemed
  compensation for purposes of computing benefits or contributions under any
  retirement plan of the Company or a Related Entity, and shall not affect any
  benefits under any other benefit plan of any kind or any benefit plan
  subsequently instituted under which the availability or amount of benefits is
  related to level of compensation.

	13.	GOVERNING LAW


The Plan shall be governed by the laws of the State of Nevada
  and the Federal laws of the United States applicable therein; provided, however,
  that any Award Agreement may provide by its terms that it shall be governed by
  the laws of any other jurisdiction as may be deemed appropriate by the parties
  thereto.

8