Blueprint





 







Exhibit 10.35


 



PAID, INC. 


 

2018 NON-QUALIFIED
STOCK OPTION PLAN 


 

Section
I. Purpose of the
Plan.

 


The
purposes of this PAID, Inc. 2018 Non-Qualified Stock Option Plan
(the “2018 Plan”) are (i) to provide long-term
incentives and rewards to those employees (the “Employee
Participants”) of PAID, Inc., a Delaware corporation (the
“Corporation”), and its subsidiaries (if any), and any
other individuals, whether directors, consultants or advisors (the
“Non-employee Participants”) who are in a position to
contribute to the long-term success and growth of the Corporation
and its subsidiaries, (ii) to assist the Corporation in retaining
and attracting executives and employees and other individuals with
requisite experience and ability, and (iii) to associate more
closely the interests of such executives and employees and other
persons with those of the Corporation’s
stockholders.

 

Section
II. Definitions.

 


“Code”
is the Internal Revenue Code of 1986, as it may be amended from
time to time.

 


“Common
Stock” is the common stock, $.001 par value, of the
Corporation.

 


“Committee”
is defined in Section III, paragraph (a).

 


“Corporation”
is defined in Section I.

 


“Employee
Participants” is defined in Section I.

 


“Fair Market
Value” of any property is the value of the property as
reasonably determined by the Committee.

 


“Incentive
Stock Option” is a stock option which is treated as an
incentive stock option under Section 422 of the Code.

 


“2018
Plan” is defined in Section I.

 


“Non-employee
Participants” is defined in Section I.

 


“Non-qualified
Option” is a Stock Option which does not qualify as an
Incentive Stock Option or for which the Committee provides, in the
terms of such option and at the time such option is granted, that
the option shall not be treated as an Incentive Stock
Option.

 


“Parent
Corporation” has the meaning provided in Section 424(e) of
the Code.

 


“Participants”
are all persons who are either Employee Participants or
Non-employee Participants.

 


“Permanent
and Total Disability” has the meaning provided in Section
22(e)(3) of the Code.

 


“Section
16” means Section 16 of the Securities Exchange Act of 1934,
as amended, or any similar or successor statute, and any rules,
regulations, or policies adopted or applied
thereunder.

 


“Stock
Options” are rights granted pursuant to this 2018 Plan to
purchase shares of Common Stock at a fixed price.

 


“Subsidiary
Corporation” has the meaning provided in Section 424(f) of
the Code.

 


 














 





 

Section
III. Administration.

 

(a) The Committee. This 2018 Plan
shall be administered by the Board of Directors or by a
compensation committee consisting solely of two or more
“non-employee directors”, as defined in Rule 16b-3, who
shall be designated by the Board of Directors of the Corporation
(the administering body is hereafter referred to as the
“Committee”). The Committee shall serve at the pleasure
of the Board of Directors, which may from time to time, and in its
sole discretion, discharge any member, appoint additional new
members in substitution for those previously appointed and/or fill
vacancies however caused. A majority of the Committee shall
constitute a quorum and the acts of a majority of the members
present at any meeting at which a quorum is present shall be deemed
the action of the Committee.

 

(b) Authority and Discretion of the
Committee. Subject to the express provisions of this 2018
Plan and provided that all actions taken shall be consistent with
the purposes of this 2018 Plan, and subject to ratification by the
Board of Directors only if required by applicable law, the
Committee shall have full and complete authority and the sole
discretion to: (i) determine those persons who shall be eligible to
be Employee Participants and other individuals who shall be
eligible as Non-employee Participants; (ii) select the Participants
to whom Stock Options shall be granted under this 2018 Plan; (iii)
determine the size and the form of the Stock Options, if any, to be
granted to any Participant; (iv) determine the time or times such
Stock Options shall be granted including the grant of Stock Options
in connection with other awards made, or compensation paid, to the
Participant; (v) establish the terms and conditions upon which such
Stock Options may be exercised and/or transferred, including the
exercise of Stock Options in connection with other awards made, or
compensation paid, to the Participant; (vi) make or alter any
restrictions and conditions upon such Stock Options and the Common
Stock received on exercise thereof, including, but not limited to,
providing for limitations on the Participant’s right to keep
any Common Stock received on termination of employment or
relationship; (vii) determine whether the Participant or the
Corporation has achieved any goals or otherwise satisfied any
conditions or requirements that may be imposed on or related to the
exercise of Stock Options; and (viii) adopt such rules and
regulations, establish, define and/or interpret these and any other
terms and conditions, and make all determinations (which may be on
a case-by-case basis) deemed necessary or desirable for the
administration of this 2018 Plan.

 

(c) Applicable Law. This 2018 Plan
and all Stock Options shall be governed by the law of the state in
which the Corporation is incorporated.

 

Section
IV. Terms of Stock
Options.

 

(a) Agreements. Stock Options shall
be evidenced by a written agreement between the Corporation and the
Participant awarded the Stock Option. This agreement shall be in
such form, and contain such terms and conditions (not inconsistent
with this 2018 Plan) as the Committee may determine. The agreement
shall include the following or a similar statement: “This
stock option is not intended to be an Incentive Stock Option, as
that term is described in Section 422 of the Internal Revenue Code
of 1986, as amended.”

 

(b) Term. Stock Options shall be
for such periods as may be determined by the
Committee.

 

(c) Purchase Price. The purchase
price, as determined by the Committee, of shares purchased pursuant
to any Stock Option shall be determined by the Committee, and shall
be paid by the Participant or other person permitted to exercise
the Stock Option in full upon exercise, (i) in cash, (ii) by
delivery of shares of Common Stock (valued at their Fair Market
Value on the date of such exercise), (iii) any other property
(valued at its Fair Market Value on the date of such exercise), or
(iv) any combination of cash, stock and other property, with any
payment made pursuant to subparagraphs (ii), (iii) or (iv) only as
permitted by the Committee, in its sole discretion. In no event
will the purchase price of Common Stock be less than the par value
of the Common Stock.

 

(d) Restrictions. At the discretion
of the Committee, the Common Stock issued pursuant to the Stock
Options granted hereunder may be subject to restrictions on vesting
or transferability.

 

 




 








 





 

(e) Withholding of Taxes. Pursuant
to applicable federal, state, local or foreign laws, the
Corporation may be required to collect income or other taxes upon
the grant of a Stock Option to, or exercise of a Stock Option by, a
holder. The Corporation may require, as a condition to the exercise
of a Stock Option, or demand, at such other time as it may consider
appropriate, that the Participant pay the Corporation the amount of
any taxes which the Corporation may determine is required to be
withheld or collected, and the Participant shall comply with the
requirement or demand of the Corporation. In its discretion, the
Corporation may withhold shares to be received upon exercise of a
Stock Option if it deems this an appropriate method for withholding
or collecting taxes.

 

(f) Securities Law Compliance. Upon
exercise (or partial exercise) of a Stock Option, the Participant
or other holder of the Stock Option shall make such representations
and furnish such information as may, in the opinion of counsel for
the Corporation, be appropriate to permit the Corporation to issue
or transfer Stock in compliance with the provisions of applicable
federal or state securities laws. The Corporation, in its
discretion, may postpone the issuance and delivery of Common Stock
upon any exercise of a Stock Option until completion of such
registration or other qualification of such shares under any
federal or state laws, or stock exchange listing, as the
Corporation may consider appropriate. Furthermore, the Corporation
is not obligated to register or qualify the shares of Common Stock
to be issued upon exercise of a Stock Option under federal or state
securities laws (or to register or qualify them at any time
thereafter), and it may refuse to issue such shares if, in its sole
discretion, registration or exemption from registration is not
practical or available. The Corporation may require that prior to
the issuance or transfer of Common Stock upon exercise of a Stock
Option, the Participant enter into a written agreement to comply
with any restrictions on subsequent disposition that the
Corporation deems necessary or advisable under any applicable
federal and state securities laws. Certificates of Common Stock
issued hereunder shall bear a legend reflecting such
restrictions.

 

(g) Right to Stock Option. No
employee of the Corporation or any other person shall have any
claim or right to be a participant in this 2018 Plan or to be
granted a Stock Option hereunder. Neither this 2018 Plan nor any
action taken hereunder shall be construed as giving any person any
right to be retained in the employ of or continue to be associated
in any way with the Corporation. Nothing contained hereunder shall
be construed as giving any person any equity or interest of any
kind in any assets of the Corporation or creating a trust of any
kind or a fiduciary relationship of any kind between the
Corporation and any such person. As to any claim for any unpaid
amounts under this 2018 Plan, any person having a claim for
payments shall be an unsecured creditor.

 

(h) Indemnity. Neither the Board of
Directors nor the Committee, nor any members of either, nor any
employees of the Corporation or any parent, subsidiary, or other
affiliate, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with
their responsibilities with respect to this 2018 Plan, and the
Corporation hereby agrees to indemnify the members of the Board of
Directors, the members of the Committee, and the employees of the
Corporation and its parent or subsidiaries in respect of any claim,
loss, damage, or expense (including reasonable counsel fees)
arising from any such act, omission, interpretation, construction
or determination to the full extent permitted by law.

 

(i) Participation by Foreigners.
Without amending this 2018 Plan, the Committee may modify grants
made to Participants who are foreign nationals or employed outside
the United States so as to recognize differences in local law, tax
policy, or custom.

 


 




 








Exhibit
10.35





 

Section
V. Amendment and Termination; Adjustments
Upon Changes in Stock.

 


The
Board of Directors of the Corporation may at any time, and from
time to time, amend, suspend or terminate this 2018 Plan or any
portion thereof, provided that no amendment shall be made without
approval of the Corporation’s stockholders if such approval
is necessary to comply with any applicable tax requirement, any
applicable rules or regulations of the Securities and Exchange
Commission, or the rules and regulations of any exchange or stock
market on which the Corporation’s securities are listed or
quoted. Except as provided herein, no amendment, suspension or
termination of this 2018 Plan may affect the rights of a
Participant to whom a Stock Option has been granted without such
Participant’s consent. If there shall be any change in the
Common Stock or to any Stock Option granted under this 2018 Plan
through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split or other change in the corporate
structure of the Corporation, appropriate adjustments may be made
by the Committee (or if the Corporation is not the surviving
corporation in any such transaction, the Board of Directors of the
surviving corporation, or its designee) in the aggregate number and
kind of shares subject to this 2018 Plan, and the number and kind
of shares and the price per share subject to outstanding Stock
Options. In connection with the foregoing, the Committee may issue
new Stock Options in exchange for outstanding Stock Options.
Neither the Committee nor the Board of Directors shall have the
authority to make any adjustments pursuant to this section to the
extent the existence of such authority would cause an Stock Option
that is not intended to be subject to Section 409A of the Code at
the date of grant to be subject thereto as of the date of
grant.

 

Section
VI. Shares of Stock Subject to the
Plan.

 


The
number of shares of Common Stock that may be the subject of awards
under this 2018 Plan shall not exceed an aggregate of 450,000
shares. Shares to be delivered under this 2018 Plan may be either
authorized but unissued shares of Common Stock or treasury shares.
Any shares subject to a Stock Option hereunder which for any reason
terminates, is canceled or otherwise expires unexercised, and any
shares reacquired by the Corporation due to restrictions imposed on
the shares, shares returned because payment is made hereunder in
Common Stock of equivalent value rather than in cash, and/or shares
reacquired from a recipient for any other reason shall, at such
time, no longer count towards the aggregate number of shares which
have been the subject of Stock Options issued hereunder, and such
number of shares shall be subject to further awards under this 2018
Plan, provided, first, that the total number of shares then
eligible for award under this 2018 Plan may not exceed the total
specified in the first sentence of this Section VI, and second,
that the number of shares subject to further awards shall not be
increased in any way that would cause this 2018 Plan or any Stock
Option to not comply with Section 16, if applicable to the
Corporation.

 

Section
VII. Effective Date and Term of this
Plan.

 


The
effective date of this 2018 Plan is March 23, 2018 (the
“Effective Date”) and awards under this 2018 Plan may
be made for a period of ten years commencing on the Effective Date.
The period during which a Stock Option may be exercised may extend
beyond that time as provided herein.

 

 


DATE OF
APPROVAL BY BOARD OF DIRECTORS: As of March 23, 2018.