ex4_2.htm


    Exhibit
4.2

    CHIMERA
INTERNATIONAL GROUP, INC.
2008 EQUITY INCENTIVE
PLAN

    1.     Purpose. The purpose
of the Chimera International Group, Inc. Equity Incentive Plan is to facilitate
the ability of Chimera International Group, Inc., a Delaware corporation (the
“Company”), to offer equity incentive compensation opportunities in order to
attract, motivate, reward and retain key personnel and consultants. Awards may
be in the form of stock options granted under Section 5 hereof or deferred stock
grants made under Section 6 hereof.

    2.     Administration. The
board of directors of the Company (the “Board”) will administer the plan.
Subject to the provisions hereof, the Board, acting in its discretion, will have
exclusive authority to (a) select the persons to whom awards will be granted,
(b) prescribe the terms and conditions of such awards and make amendments
thereto, (c) construe, interpret and apply the plan and any agreement made under
the plan, (d) make any and all determinations and take any and all other actions
as it deems necessary or desirable in order to carry out the terms of the plan.
Subject to applicable law, the Board may delegate to any person(s) such duties
and authority under the plan as the Board deems appropriate. The Company shall
indemnify and hold harmless each member of the Board and any employee or
director of the Company to whom any duty or authority relating to the
administration of the plan is delegated from and against any loss, cost,
liability (including any sum paid in settlement of a claim with the approval of
the Board), damage and expense (including legal and other expenses incident
thereto) arising out of or incurred in connection with the plan, unless and
except to the extent attributable to such person’s fraud or willful
misconduct.

    3.     Eligibility. The
Board may grant awards under the plan to any officer, other employee or director
of, or any consultant or other independent contractor who provides services to,
the Company.

    4.     Share Limitations
and
Adjustments.

    (a)     Share Limitations.
The Company may issue a total of 25,000,000 shares exclusive of shares covered
by the unexercised or unvested portion of an award that terminates, expires or
is canceled.

    (b)     Adjustments for Capital
Changes. The aggregate number and class of shares that may be issued
under the plan and the number and class of shares and, where applicable, the
exercise price per share covered by each outstanding award, and the limitation
on the number of shares that may be issued pursuant to deferred stock awards,
all as set forth in Section 4(a) (as adjusted pursuant to this Section 4(b))
will be equitably adjusted by the Board in order to reflect extraordinary
capital changes affecting the outstanding shares of the Company’s common stock
resulting from a stock-split, reverse stock-split or consolidation of shares or
any like capital adjustment, or the payment of a stock dividend or extraordinary
cash dividend, and/or to reflect a change in the character or class of shares
covered by the plan arising from a readjustment or recapitalization of the
Company’s capital stock.

    5.     Awards Granted in the Form
of Options. Subject to the plan, the Board may grant options to persons
eligible to participate in the plan upon such terms and conditions as the Board
determines. An option that otherwise qualifies as an “incentive stock option”
(within the meaning of Section 422 of the Internal Revenue Code of 1986 (the
“Code”)) will be treated as such unless, at the time the option is granted, the
Board specifies that the option will not be treated as an “incentive stock
option.”

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a)     Term. The Board will
fix the period during which an option may be exercised. The Board may extend the
exercise period of an option if (and only if) such extension would not cause the
option holder to be subject to tax under Section 409A of the Code (whether at
the time of the extension or at a later time). In no event may an option be
exercisable more than ten years from the date the option is granted (five years
in the case of an “incentive stock option” granted to an employee who is a 10%
stockholder within the meaning of Section 422(b)(6) of the Code).

    (b)     Exercise Price. The
option exercise price per share must be at least equal to the fair market value
per share on the option grant date (110% of fair market value in the case of an
“incentive stock option” granted to an employee who is a 10% stockholder within
the meaning of Section 422(b)(6) of the Code). The fair market value per share
of common stock on any given date will be determined by the Board, acting in
good faith, in accordance with valuation methods and procedures permitted for
this purpose by the regulations issued by the Treasury Department under Section
409A of the Code.

    (c)     Vesting.he Board may
establish such vesting and other conditions and restrictions upon the exercise
of an option and/or upon the issuance or disposition of shares acquired by the
exercise of an option as the Board deems appropriate on a grant-by-grant basis
in accordance with the provisions of any option award agreement and deferred
stock award agreement issued under this Plan.

    (d)     Exercise of options.
A vested option may be exercised by transmitting to the Secretary of the Company
(or other person designated by the Board) a written notice identifying the
option that is being exercised and specifying the number of whole shares to be
purchased pursuant to that option, together with payment in full of the exercise
price and the withholding taxes due in connection with the exercise, unless and
except to the extent that other arrangements satisfactory to the Company have
been made for such payments. The exercise price may be paid (1) in cash or by
check, (2) at the sole discretion of the Board, (A) by the delivery of
previously-owned shares of common stock, or (B) in any other form of legal
consideration that may be acceptable to the Board. including but not limited to,
prior services rendered on behalf of the Company or a promissory note, or (3) by
a combination of the foregoing. After the first date upon which the Company’s
common stock is listed on a securities exchange or designated (or approved for
designation) as a national market security on an interdealer quotation system,
the Board may permit payment to be made pursuant to a cashless exercise program
established and made available through a registered broker-dealer in accordance
with applicable law. Any shares transferred to the Company in connection with
the exercise of an option shall be valued at fair market value for purposes of
determining the extent to which the exercise price and/or tax withholding
obligation is satisfied by such transfer of shares.

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

     

    (e)     Non-Transferability.
No option granted under the plan may be transferred other than upon the option
holder’s death to a beneficiary designated by the option holder in a manner
acceptable to the Board, or, if no duly designated beneficiary shall survive the
option holder, pursuant to the option holder’s will or the laws of descent and
distribution. All options shall be exercisable during the option holder’s
lifetime only by the option holder. Any attempt to transfer an option in
violation of the plan or applicable option agreement shall be void, and no such
option shall in any manner be liable for or subject to the debts, contracts,
liabilities, engagements or torts of any person who shall be entitled to such
option, nor shall it be subject to attachment or legal process for or against
such person.

    (f)     Definition of Cause.
For the purposes hereof and any option agreements and deferred stock agreements
issued hereunder, the term “cause” shall mean shall mean (a) a participant’s
material and willful malfeasance, fraud or dishonesty in the performance of his
obligations hereunder; (b) a participant’s material breach of any material
provision or obligation of his employment with the Company; (c) a participant’s
engaging in conduct or activities involving moral turpitude that is reasonably
likely to cause material damage to the business or reputation of the Company,
any affiliate of the Company, or any personnel thereof; or (d) a participant’s
conviction of or plea of guilty or nolo contendere to any felony or crime
involving theft, fraud or dishonesty other than in connection with misdemeanor
violations in connection with the operation of a motor vehicle or by virtue of
imputed liability.

    6.     Deferred Stock
Awards.

    (a)     General. The Board
may grant deferred stock awards to eligible personnel. Under a deferred stock
award, the Board will grant to a participant the right to receive shares of
Company common stock in the future, subject to such vesting and other terms and
conditions as the Board may prescribe.

    (b)     Purchase Price.
Unless the Board, acting in accordance with applicable law, determines otherwise
at the time of an award is granted, the purchase price payable for shares
transferred pursuant to a deferred stock award must be at least equal to their
par value.

    (c)     Stock Certificates for
Vested Shares. The recipient of a deferred stock award that becomes
vested will be entitled to receive a certificate, free and clear of conditions
and restrictions (except as may be imposed in order to comply with applicable
law or the terms of any stockholders’ agreement), for the vested shares covered
by the award, subject, however, to the payment or satisfaction of applicable tax
withholding obligations; provided, however, that the Board, in its discretion,
may direct that settlement of a deferred stock award be made in whole or in part
in the form of cash, based upon the then fair market value of the Company’s
common stock.

    (d)     Rights as a
Stockholder. Unless otherwise determined by the Board, the holder of a
deferred stock award will not be entitled to receive dividend payments, if any
on or with respect to the shares that remain covered by the award, or any other
rights as a stockholder with respect to such shares unless and until the shares
are issued to him or her free of all conditions and restrictions under the plan
(subject, however, to the terms and conditions of a stockholders’ or other
agreement to which the shares are subject).

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

    (e)     Termination of Employment or
other Service Before Vesting. Unless the Board determines otherwise in a
deferred stock agreement, a non-vested deferred stock award will be forfeited
upon the termination of a recipient’s employment or other service with the
Company and its subsidiaries. If a deferred stock award is forfeited, the
recipient will have no further right to receive the shares covered by the award.
For the avoidance of doubt, the Board may provide for the acceleration of
vesting of a deferred stock award in the event of a termination of employment by
the Company without “cause” (as defined in Section 5(f) above) or a termination
by the Executive for “good reason” which, for this purpose, unless otherwise
prescribed by the Board in a participant’s award agreement, shall have the
meaning ascribed to such term in a participant’s employment agreement or, in the
absence thereof, shall mean a material adverse change by the Successor Company
of a participant’s salary, duties, authority or responsibilities which is not
cured within fifteen business days following written notice to the Successor
Company by the participant setting forth a description of the purported grounds
for termination.

    (f)     Nontransferability.
Deferred stock awards may not be transferred or assigned and any attempt to do
so shall be null and void and, at the election of the Board, result in the
immediate forfeiture of the shares or the award, as the case may be.

    7.     Stockholders’
Agreement. As a condition of the exercise of an option granted under the
plan and/or the issuance of shares covered by an option or other award made
under the plan, the Board may require the option holder or the holder of the
award, as the case may be, to become a party to and be bound by a stockholders’
or other agreement pursuant to which the shares acquired by the exercise of the
option or the vesting of the award will be subject to specified transfer
restrictions, rights of first refusal, Company or other repurchase rights,
market standoff conditions and/or such other terms and conditions as the Board
or the Board deems appropriate.

    8.     Change in
Control.

    (a)     Effect of Certain
Transactions. Except as otherwise provided in this subsection, if a
Change in Control (as defined below) occurs, all option holders shall be
permitted to exercise their outstanding options, whether or not then vested,
immediately prior to the Change in Control. Alternatively, the Board may provide
for the buyout of outstanding options (whether or not vested) in lieu of
exercise based upon the transaction value of the shares covered by the options.
Notwithstanding the foregoing, if, as part of a Change in Control transaction,
the stockholders of the Company receive equity capital of another entity
(“Exchange Stock”) in exchange for their shares of common stock (whether or not
such Exchange Stock is the sole consideration), and if the Board, in its sole
discretion, so directs, then options outstanding under the plan may be converted
into economically equivalent options to purchase shares of Exchange Stock upon
terms and conditions otherwise similar to the terms and conditions applicable to
the Company stock options. Any outstanding options that are not exercised,
bought out or converted into options for Exchange Stock, as aforesaid, by or
before the consummation of a Change in Control transaction shall thereupon
terminate and be of no further force or effect. The Board, acting in its
discretion, may accelerate the vesting of non-vested deferred stock awards,
provide for cash settlement and/or make such other adjustments to the terms of
any outstanding award as it deems appropriate in the context of a Change in
Control transaction.

    
      
        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

     

    (b)     Definition of Change in Control.
For purposes hereof, the term “Change in Control” means:

     

    (i)     any person (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”)) becomes the beneficial owner (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of the combined voting power
of the then outstanding voting securities of the Company, other than (1) Matthew
T. Wasserlauf or any member of his immediate family or any person controlled by
him, or (2) as a result of inheritance from a person described in the preceding
clause (1);

    (ii)     a consolidation, merger or
reorganization involving the Company, unless (1) the stockholders of the Company
immediately before such consolidation, merger or reorganization own, directly or
indirectly, at least a majority of the combined voting power of the outstanding
voting securities of the corporation resulting from such consolidation, merger
or reorganization, (2) individuals who were members of the Board immediately
prior to the execution of the agreement providing for such consolidation, merger
or reorganization constitute a majority of the board of directors of the
surviving corporation or of a corporation directly or indirectly beneficially
owning a majority of the voting securities of the surviving corporation, and (3)
no person beneficially owns more than 50% of the combined voting power of the
then outstanding voting securities of the surviving corporation (other than a
person who is (A) the Company or a subsidiary of the Company, (B) an employee
benefit plan maintained by the Company, the surviving corporation or any
subsidiary , or (C) the beneficial owner of 50% or more of the combined voting
power of the outstanding voting securities of the Company immediately prior to
such consolidation, merger or reorganization);

    (iii)     individuals who, as of the date
the Plan is adopted, constitute the entire Board (the “Incumbent Board”) cease
for any reason to constitute a majority of the Board, provided that any
individual becoming a director subsequent to the date the Plan is adopted whose
election, or nomination for election by the Company’s stockholders, was approved
by a vote of at least two-thirds of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board;

    (iv)     approval by the stockholders of
the Company of a complete liquidation or dissolution of the Company, or a sale
or other disposition of all or substantially all of the assets of the Company
(other than to an entity described in (ii)(3) above; or

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

       

    

    (v)     any other event or transaction
which the Board, acting in its discretion and with a view toward carrying out
the purposes of the Plan, designates is a Change in Control.

    (c)     Determination of Board to be
Final. All adjustments under Section 4(b) (relating to the effect of
certain capital changes) and/or this Section shall be made by the Board, and its
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive.

    9.     Tax Withholding. The
holder of an option or deferred stock award will be required to satisfy or make
arrangements acceptable to the Company for the satisfaction of all tax
withholding obligations arising from or associated with the option or other
award as a condition of the issuance of shares covered by such option or
deferred stock award. Toward that end, the Company may (a) deduct or withhold
(or cause to be deducted or withheld) from any payment or distribution to the
holder of an award, whether or not pursuant to the plan, or (b) require the
holder of the award to remit cash (through payroll deduction or otherwise), in
each case in an amount sufficient in the opinion of the Company to satisfy such
withholding obligation. If the event giving rise to the withholding obligation
involves a transfer of shares of Company stock, then, at the sole discretion of
the Board, the withholding obligation may be satisfied by the withholding of
shares having a fair market value equal to the amount of tax to be withheld (or
by any other mechanism as may be required or appropriate to conform with local
tax and other rules); provided, however, that, unless the Board determines
otherwise, no shares may be withheld if and to the extent that such withholding
would result in the recognition of additional accounting expense by the
Company.

    10.     General
Provisions.

    (a)     Shares Issued Under
Plan. Shares of common stock available for issuance under the plan may be
authorized and unissued, held by the Company in its treasury or otherwise
acquired for purposes of the plan.

    (b)     Compliance with Law.
The Company will not be obligated to issue or deliver shares of common stock
pursuant to the plan unless the issuance and delivery of such shares complies
with applicable law, including, without limitation, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, and the
requirements of any stock exchange or market upon which the common stock may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

    (c)     Transfer Orders; Placement
of Legends. The Company may cause a legend or legends to be placed on any
such certificates for shares issued under the plan to make appropriate reference
to restrictions to which such shares are subject, whether under applicable law
or otherwise.

    (d)     No Employment or other
Rights. Nothing contained in the plan or in any option agreement shall
confer upon any person any right with respect to the continuation of such
person’s employment or other service with the Company or a subsidiary of the
Company or interfere in any way with the right of the Company and its
subsidiaries at any time to terminate or otherwise amend the terms and
conditions of such employment or other service.

    
      
        
        

      

      
        - 6
-

        
          

        

      

      
        
        

      

       

    

    (e)     Decisions and Determinations
Final. All decisions and determinations made by the Board pursuant to the
provisions hereof and, except to the extent rights or powers under the plan are
reserved specifically to the discretion of the Board, all decisions and
determinations of the Board, shall be final, binding and conclusive on all
persons.

    (f)     Nonexclusivity of the
plan. No
provision of the plan, and neither its adoption by the Board nor its approval by
the Company’s stockholders shall be construed as creating any limitations on the
power of the Board or a Board thereof to adopt other incentive arrangements
apart from the plan.

    (g)     Governing Law. All
rights and obligations under the plan and each award agreement or instrument
shall be governed by and construed in accordance with the laws of the State of
Delaware, without regard to its principles of conflict of laws.

    11.     Amendment and
Termination. The Board may amend or terminate the plan, provided,
however, that no such action may adversely affect the rights of a holder of an
outstanding option or deferred stock award without his or her written consent.
Any amendment that would increase the aggregate number of shares of common stock
that may be issued under the plan or that would modify the class of persons
eligible to receive options shall be subject to the approval of the Company’s
stockholders.

    12.     Term of the plan. The
plan shall be effective as of the date of its adoption by the Board, subject to
the approval of the stockholders of the Company within one year from the date of
such adoption by the Board. The plan shall terminate on the tenth anniversary of
the date of its adoption by the Board, unless sooner terminated by the Board.
The rights of any person with respect to any award granted under the plan that
is outstanding at the time of the termination of the plan shall not be affected
solely by reason of the termination of the plan and shall continue in accordance
with the terms of the award and of the plan.

     

     - 7 -