Exhibit 10.1


 


MICRO COMPONENT TECHNOLOGY, INC.


 


2008 NON-QUALIFIED STOCK OPTION PLAN


 


Adopted June 19, 2008


 


ARTICLE I.


 


PURPOSE


 


The purpose of this Plan is to provide a means whereby
Micro Component Technology, Inc. (the “Company”), may be able, by granting
non-qualified stock options (“Options”), to attract, retain and motivate
capable and loyal employees, directors, consultants and advisors of the Company
and its subsidiaries, for the benefit of the Company and its shareholders.  All options granted under the Plan shall be
non-qualified stock options which do not qualify for favorable tax treatment.


 


ARTICLE II.


 


RESERVATION OF SHARES


 


A total of 5,000,000 shares of Common Stock of the
Company (“Shares”) are reserved for issuance pursuant to Options granted under
the Plan.  If any Option expires or
terminates for any reason without being exercised in full, the unpurchased
Shares shall become available for additional Options.  Shares reserved for issue as provided herein
shall cease to be reserved upon termination of the Plan.


 


ARTICLE III.


 


ADMINISTRATION


 


(a)  The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company (the “Committee”).  The Committee shall be appointed by the Board
of Directors and shall be comprised solely of two or more “non-employee
directors” within the meaning of SEC Rule 16b-3.  Vacancies in the Committee shall be filled by
the Board.


 


(b)  The Committee shall have full power to
construe and interpret the Plan and to establish and amend rules and
regulations for its administration, subject to the express provisions of the
Plan.


 

















 


(c)  The Committee shall determine which
persons shall be granted Options under the Plan, the number of Shares included
in each Option, any limitations on the exercise or vesting of Options in
addition to those imposed by this Plan, and any other terms and conditions of
Options.  The Committee may also approve
amendments to outstanding Options, provided there is no conflict with the terms
of the Plan, applicable law, or applicable stock market rules and
regulations.


 


(d)  The Committee shall not approve any
repricing of outstanding Options without prior shareholder approval.  The term “repricing” means (i) a
reduction in the exercise price of an Option after it has been granted, (ii) the
cancellation of an Option in exchange for a new Option, unless pursuant to a
merger or similar transaction, or (iii) any similar action which would be
treated as a repricing under applicable accounting rules.


 


ARTICLE IV.


 


ELIGIBILITY


 


An
Option may be granted to any employee, director, consultant or advisor of the
Company or its subsidiaries, except that no consultant or advisor shall be
granted Options in connection with the offer and sale of securities in a
capital raising transaction on behalf of the Company.


 


ARTICLE V.


 


CHANGES IN PRESENT STOCK


 


In the
event of a recapitalization, merger, consolidation, reorganization, stock
dividend, stock split or other change in capitalization affecting the Company’s
present capital stock, appropriate adjustment may be made by the Committee in
the number and kind of shares included in any Option, and the exercise or
purchase price of any Option.


 


ARTICLE
VI.


 


OPTIONS


 


(a)           Option
Exercise Price.  The per share
exercise price for each Option shall be determined by the Committee at the time
of grant, provided that the per share exercise price for any Option shall be
not less than the fair market value of the Common Stock on the date the Option
is granted.  The fair market value of the
Common Stock as of any date shall be the closing market price for the Common
Stock on such date, or on the trading day closest to such date if the Common
Stock does not trade on such date.  If
there is no closing market price for the 


 

















 


Common Stock, the Committee shall use such other information deemed
appropriate by the Committee.


 


(b)           Exercise
of Options.  An optionee shall
exercise an Option by delivery of a signed, written notice to the Company,
specifying the number of Shares to be purchased, together with payment of the
full purchase price for the Shares.  The
Company may accept payment from a broker on behalf of the optionee and may,
upon receipt of signed, written instructions from the optionee, deliver the
Shares directly to the broker.  The date
of receipt by the Company of the final item required under this paragraph shall
be the date of exercise of the Option.


 


(c)           Option
Agreement Provisions.  Each Option
granted under the Plan shall be evidenced by a Stock Option Agreement executed
by the Company and the optionee, and shall be subject to the following terms
and conditions, and such other terms and conditions as may be prescribed by the
Committee:


 


(i)     Payment.  The full purchase price of the Shares
acquired upon exercise of any Option shall be paid in cash, by certified or
cashier’s check, or in the form of Shares of the Company’s Common Stock with a
fair market value equal to the full purchase price and free and clear of all
liens and encumbrances.


 


The Committee in its sole discretion may also permit the
“cashless exercise” of an Option.  In the
event of a cashless exercise, the optionee shall surrender the Option to the
Company, and the Company shall issue the optionee the number of Shares
determined as follows:


 


	
  X = Y (A-B) /A
  where:

  
	
   

  
	
  X = the number
  of Shares to be issued to the optionee.

  
	
   

  
	
  Y = the number
  of Shares with respect to which the Option is being exercised.

  
	
   

  
	
  A = the closing sale price of the Common Stock on
  the date of exercise, or in the absence thereof, the fair market value on the
  date of exercise.

  
	
   

  
	
  B = the Option
  exercise price.

  



 


(ii)     Exercise
Period.  The period within which an
Option must be exercised shall be determined by the Committee at the time of
grant, subject to a maximum of ten years. 
The Committee may impose different or additional conditions with respect
to length of service or 


 

















 


attainment of specified performance goals which must be satisfied prior
to exercise of all or any part of an Option. 
To the extent exercisable, an Option may be exercised in whole or in
part.


 


Outstanding
Options shall become immediately exercisable in full in the event that the
Company is acquired by merger, purchase of all or substantially all of the
Company’s assets, or purchase of a majority of the outstanding stock by a
single party or a group acting in concert.


 


(iii)     Rights
of Optionee Before Exercise.  The
holder of an Option shall not have the rights of a shareholder with respect to
the Shares covered by the Option until the Shares have been issued to him or
her upon exercise of the Option.


 


(iv)     Termination
of Employment.  If an optionee’s
employment is terminated other than for conduct which is contrary to the best
interests of his or her employer, the optionee (or his or her personal
representative in the event of death) may, within one year after such
termination (or longer, if approved by the Committee), exercise any unexercised
portion of his or her Option to the extent he or she was entitled to do so at
the time of such termination.


 


If an
optionee’s employment is terminated by his or her employer for conduct which is
contrary to the best interests of the employer, as determined by the employer
in its sole discretion, the unexercised portion of the optionee’s Option shall
expire automatically on the date of termination of his or her employment.


 


Notwithstanding
the foregoing, no Option shall be exercisable subsequent to the date of
expiration of the Option term and no Option shall be exercisable subsequent to
the termination of the optionee’s employment except as specifically provided in
this paragraph (iv).


 


(v)     Non-transferability
of Option.  No Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution, and each Option shall be exercisable during the optionee’s
lifetime only by the optionee.  No Option
may be attached or subject to levy by an optionee’s creditors.


 


(vi)     Date
of Grant.  The date on which the
exercise price becomes fixed for an Option shall be considered the date on
which the Option is granted.


 


ARTICLE VII.


 


GENERAL


 


(a)           No
Right to Continued Employment. 
Nothing in the Plan or in any Plan document shall be construed to confer
upon any employee any right to continue in the employ of 


 

















 


the Company or a subsidiary, or to interfere in any way with the right
of the Company or a subsidiary as employer to terminate his or her employment
at any time, nor to derogate from the terms of any written employment agreement
between such corporation and the optionee.


 


(b)           Section 16 Compliance.  The Plan is
intended to comply in all respects with SEC Rule 16b-3, as amended, and in
all events the Plan shall be construed in accordance with the requirements of Rule 16b-3.  If any Plan provision does not comply with Rule 16b-3,
the provision shall be deemed inoperative. 
The Board of Directors, in its absolute discretion, may bifurcate the
Plan so as to restrict, limit or condition the use of any provision of the Plan
with respect to persons who are officers or directors subject to Section 16
of the Securities and Exchange Act of 1934, as amended, without so restricting,
limiting or conditioning the Plan with respect to other Participants.


 


ARTICLE VIII.


 


WITHHOLDING OF TAXES


 


The Company shall make such provisions and take such
steps as it may deem necessary or appropriate for the withholding of any taxes
that the Company is required by any law or regulation to withhold in connection
with any Option including, but not limited to, withholding a portion of the
Shares issuable pursuant to exercise of the Option, or requiring the optionee
to pay to the Company, in cash, an amount sufficient to cover the Company’s
withholding obligations.


 


ARTICLE IX.


 


EFFECTIVE DATE OF PLAN


 


The
effective date of the Plan shall be the date of its original adoption by the
Board of Directors of the Company.


 


ARTICLE X.


 


DURATION OF THE PLAN


 


The Plan shall terminate ten years after the date of
its approval by the Board of Directors, unless sooner terminated by issuance of
all Shares reserved for issuance hereunder. 
No Option shall be granted under the Plan after such termination
date.  Options granted under the Plan
prior to its termination date shall continue until they are exercised or expire
or terminate in accordance with their terms.


 

















 


ARTICLE XI.


 


TERMINATION OR AMENDMENT OF THE PLAN


 


The
Board of Directors of the Company may at any time terminate the Plan, or make
such modifications of the Plan as it shall deem advisable.  No termination or amendment of the Plan may,
without the consent of optionees to whom any Options shall previously have been
granted, adversely affect the rights of such optionees under such Options.


 


ARTICLE XII.


 


INTERPRETATION


 


The
Plan shall be interpreted in accordance with Minnesota law.