Unassociated Document


    Exhibit
      4.4


    HILL
      INTERNATIONAL, INC.

     

    2006
      EMPLOYEE STOCK OPTION PLAN

    


    As
      Amended on April 21, 2008 and

    Approved,
      as so Amended, by the Stockholders on June 10, 2008

     

    Section 1.
      Purpose

     

    The
      purpose of the Hill International, Inc. 2006 Employee Stock Option Plan (the
      “Plan”) is to enable Hill International, Inc. (the “Company”) to attract,
      retain, motivate and provide additional incentive to certain directors,
      officers, employees, consultants and advisors, whose contributions are essential
      to the growth and success of the Company, by enabling them to participate in
      the
      long-term growth of the Company through stock ownership. 

     

    Section 2.
      Definitions

     

    As
      used
      in the Plan:

     

    “Code”
      means the Internal Revenue Code of 1986, as amended, and the rules and
      regulations promulgated thereunder.

     

    “Board”
      means the Board of Directors of the Company.

     

    “Cause”
      means the termination of a Participant’s employment, consulting or advisory
      relationship with the Company or the termination of a Participant’s membership
      on the Board because of the occurrence of any of the following
      events:

     

    (i)
      the
      Participant materially breaches any of his obligations as an employee or
      director of the Company;

     

    (ii)
      the
      Participant conducts his duties with respect to the Company in a manner that
      is
      improper or negligent; or

     

    (iii)
      the
      Participant fails to perform his obligations faithfully as provided in any
      employment agreement executed between the Company and the Participant, engages
      in habitual drunkenness, drug abuse, or commits a felony, fraud or willful
      misconduct which has resulted, or is likely to result, in material damage to
      the
      Company, or as the Board in its sole discretion may determine.

     

    “Committee”
      means the Compensation Committee of the Board (or any successor committee of
      the
      Board) or such other committee that is responsible for making recommendations
      to
      the Board (or for exercising authority delegated to it by the Board pursuant
      to
      Section 3 of the Plan, if any) with respect to the grant and terms of
      Options under the Plan; provided, however, that (i) with respect to Options
      to any employees who are officers of the Company or members of the Board for
      purposes of Section 16 of the Exchange Act, Committee means all of the
      members of the Compensation Committee who are “non-employee directors” within
      the meaning of Rule 16b-3 adopted under the Exchange Act, or any successor
      rule,
      (ii) with respect to Options to any employees who are officers of the
      Company or members of the Board for purposes of Section 16 and who are
      intended to satisfy the requirements for “performance based compensation” within
      the meaning of Section 162(m)(4)(C) of the Code, the regulations
      promulgated thereunder, and any successors thereto, Committee means all of
      the
      members of the Compensation Committee who are “outside directors” within the
      meaning of Section 162(m) of the Code, and (iii) with respect to all
      Options, the Committee shall be comprised of “independent”
directors.

     

    “Company”
      means Hill International, Inc., a Delaware corporation, and any present or
      future parent or subsidiary corporations (as defined in Section 424 of the
      Code) or any successor to such corporations.

     

    “Common
      Stock” or “Stock” means the common stock, $0.0001 par value per share, of the
      Company.

     

    
      
        
        

      

      
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    “Disability”
      means permanent and total disability as defined in Section 22(e)(3) of the
      Code.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended.

     

    “Fair
      Market Value”, with respect to Common Stock, shall be determined as
      follows:

     

    (i)
      If
      the Common Stock is at the time listed on any stock exchange or the Nasdaq
      National Market or the Nasdaq SmallCap Market, then the Fair Market Value shall
      be the closing selling price per share of Common Stock on the date in question
      on the stock exchange or the Nasdaq Market determined by the Board to be the
      primary market for the Common Stock, as such price is officially reported on
      such exchange or market. If there is no closing selling price for the Common
      Stock on the date in question, then the Fair Market Value shall be the closing
      selling price on the last preceding date for which such quotation
      exists.

     

    (ii)
      If
      the Common Stock is at the time traded on the Over-The-Counter Bulletin Board
      (“OTCBB”), then the Fair Market Value shall be the closing selling price per
      share of Common Stock on the date in question, as such price is quoted on the
      OTCBB or any successor system. If there is no closing selling price for the
      Common Stock on the date in question, then the Fair Market Value shall be the
      closing selling price on the last preceding date for which such quotation
      exists.

     

    (iii)
      If
      the Common Stock is not listed or traded on any stock exchange or Nasdaq System
      or the OTCBB, the Fair Market Value shall be determined by the Board in good
      faith and in the manner established by the Board from time to time using a
      reasonable valuation method.

     

    “Incentive
      Stock Option” means an option to purchase shares of Common Stock awarded to a
      Participant under the Plan which is designated as such or is otherwise intended
      to meet the requirements of Section 422 of the Code or any successor
      provision.

     

    “Non-Employee
      Director” means a member of the Board who is not an employee of the
      Company.

     

    “Non-Qualified
      Stock Option” means an option to purchase shares of Common Stock granted to a
      Participant under the Plan which is designated as such or is otherwise not
      intended to be an Incentive Stock Option.

     

    “Option”
      means an Incentive Stock Option or a Non-Qualified Stock Option.

     

    “Participant”
      means an eligible person selected by the Board to receive an Option under the
      Plan.

     

    “Plan”
      means the Arpeggio Acquisition Corporation 2006 Employee Stock Option
      Plan.

     

    “Retirement”
      means termination of employment in accordance with the retirement provisions
      of
      any retirement plan maintained by the Company.

     

    Section 3.
      Administration

     

    (a)
      The
      Plan shall be administered by the Board. Among other things, the Board shall
      have authority, subject to the terms of the Plan including, without limitation,
      the provisions governing participation in the Plan, to grant Options, to
      determine the individuals to whom and the time or times at which Options may
      be
      granted and to determine the terms and conditions of any Option granted
      hereunder. Subject to paragraph (d) of this Section 3, the Board may
      solicit the recommendations of the Committee with respect to any of the
      foregoing, but shall not be bound to follow any such
      recommendations.

     

    (b)
      Subject to the provisions of this Plan, the Board shall have authority to adopt,
      alter and repeal such administrative rules, guidelines and practices governing
      the operation of the Plan as it shall from time to time consider advisable,
      to
      interpret the provisions of the Plan and any Option and to decide all disputes
      arising in connection
      with the Plan. The Board’s decision and interpretations shall be final and
      binding. Any action of the Board with respect to the administration of the
      Plan
      shall be taken pursuant to a majority vote or by the unanimous written consent
      of its members.

     

    
      
        
        

      

      
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    (c)
      The
      Board may employ such legal counsel, consultants and agents as it may deem
      desirable for the administration of the Plan and may rely upon any opinion
      received from any such counsel or consultant and any computation received from
      any such consultant or agent. The Board shall keep minutes of its actions under
      the Plan.

     

    (d)
      The
      Board shall have the authority to delegate all or any portion of the authority
      granted to it (consistent with applicable law) under this Section 3 or
      elsewhere under the Plan to the Committee. If such authority is so delegated
      by
      Board, the Committee shall have such rights and authority to make determinations
      and administer the Plan as are specified in the delegation of authority. To
      the
      extent that the Board delegates its authority as provided by this
      Section 3(d), all references in the Plan to the Board’s authority to grant
      Options and make determinations with respect thereto shall be deemed to include
      the Committee.

     

    Section 4.
      Eligibility

     

    All
      officers, employees, consultants and advisors of the Company who are from time
      to time responsible for the management, growth and protection of the business
      of
      the Company, and all directors of the Company, shall be eligible to participate
      in the Plan. The Participants under the Plan shall be selected from time to
      time
      by the Board, in its sole discretion, from among those eligible, and the Board
      shall determine in its sole discretion the numbers of shares to be covered
      by
      the Option or Options granted to each Participant. Options intended to qualify
      as Incentive Stock Options shall be granted only to key employees while actually
      employed by the Company. Non-Employee Directors, consultants and advisors shall
      not be entitled to receive Incentive Stock Options under the Plan.

     

    Section 5.
      Shares of Stock Available for Options

     

    (a)
      Options may be granted under the Plan for up to 3,000,000 shares of Common
      Stock. If any Option in respect of shares of Common Stock expires or is
      terminated before exercise or is forfeited for any reason, without a payment
      in
      the form of Common Stock being granted to the Participant, the shares of Common
      Stock subject to such Option, to the extent of such expiration, termination
      or
      forfeiture, shall again be available for grant under the Plan. Shares of Common
      Stock issued under the Plan may consist in whole or in part of authorized and
      unissued shares, shares purchased in the open market or otherwise, treasury
      shares, or any combination thereof, as the Board may from time to time
      determine.

     

    (b)
      In
      the event that the Board determines, in its sole discretion, that any stock
      dividend, extraordinary cash dividend, creation of a class of equity securities,
      recapitalization, reclassification, reorganization, merger, consolidation,
      stock
      split, spin-off, combination, exchange of shares, warrants or rights offering
      to
      purchase Common Stock at a price substantially below Fair Market Value, or
      other
      similar transaction affects the Common Stock such that an adjustment is required
      in order to preserve the benefits or potential benefits intended to be granted
      under the Plan to Participants, the Board shall have the right to adjust
      equitably any or all of (i) the number of shares of Common Stock in respect
      of which Options may be granted under the Plan to Participants, (ii) the
      number and kind of shares subject to outstanding Options held by Participants,
      and (iii) the exercise price with respect to any Options held by
      Participants, and if considered appropriate, the Board may make provision for
      a
      cash payment with respect to any outstanding Options held by a Participant,
      provided that the number of shares subject to any Option shall always be a
      whole
      number.

     

    Section 6.
      Incentive Stock Options

     

    (a)
      Subject to Federal statutes then applicable and the provisions of the Plan,
      the
      Board may grant Incentive Stock Options and determine the number of shares
      to be
      covered by each such Option, the option price therefor, the
      term
      of such Option, the vesting schedule of such Option, and the other conditions
      and limitations applicable to the exercise of the Option. The terms and
      conditions of Incentive Stock Options shall be subject to and shall comply
      with
      Section 422 of the Code, or any successor provision, and any regulations
      thereunder. Anything in the Plan to the contrary notwithstanding, no term of
      the
      Plan relating to Incentive Stock Options shall be interpreted, amended or
      altered, nor shall any discretion or authority granted to the Board under the
      Plan be so exercised, so as to disqualify, without the consent of the
      Participant, any Incentive Stock Option granted under the Plan pursuant to
      Section 422 of the Code. The foregoing notwithstanding, any Option that
      fails to be an ISO shall remain outstanding according to its terms and shall
      be
      treated by the Company as a Non-Qualified Stock Option.

     

    (b)
      The
      option price per share of Common Stock purchasable under an Incentive Stock
      Option shall not be less than 100% of the Fair Market Value of the Common Stock
      on the date of grant. If the Participant owns or is deemed to own (by reason
      of
      the attribution rules applicable under Section 424(d) of the Code) more
      than 10% of the combined voting power of all classes of stock of the Company
      or
      any subsidiary or parent corporation of the Company and an Incentive Stock
      Option is granted to such Participant, the option price shall be not less than
      110% of Fair Market Value of the Common Stock on the date of grant.

     

    
      
        
        

      

      
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    (c)
      No
      Incentive Stock Option shall be exercisable more than ten (10) years after
      the date such option is granted. If a Participant owns or is deemed to own
      (by
      reason of the attribution rules of Section 424(d) of the Code) more than
      10% of the total combined voting power of all classes of stock of the Company
      or
      any subsidiary or parent corporation of the Company and an Incentive Stock
      Option is granted to such Participant, such Option shall not be exercisable
      after the expiration of five (5) years from the date of grant.

     

    (d)
      Unless otherwise determined by the Board at the time of grant, in the event
      a
      Participant’s employment terminates by reason of Retirement or Disability, any
      Incentive Stock Option granted to such Participant which is then outstanding
      may
      be exercised at any time prior to the expiration of the term of such Incentive
      Stock Option or within three (3) months in the case of Retirement and
      twelve (12) months in case of Disability (or such shorter period as the
      Board shall determine at the time of grant) following the Participant’s
      termination of employment, whichever period is shorter.

     

    (e)
      Unless otherwise determined by the Board at the time of grant, in the event
      a
      Participant’s employment is terminated by reason of death, any Incentive Stock
      Option granted to such Participant which is then outstanding may be exercised
      by
      the Participant’s legal representative at any time prior to the expiration date
      of the term of the Incentive Stock Option or within twelve (12) months (or
      such shorter period as the Board shall determine at the time of grant) following
      the Participant’s termination of employment, whichever period is
      shorter.

     

    (f)
      Unless otherwise determined by the Board at or after the time of grant, in
      the
      event a Participant’s employment shall terminate for Cause, any Incentive Stock
      Option granted to such Participant which is then outstanding shall be canceled
      and shall terminate.

     

    (g)
      Unless otherwise determined by the Board at or after the time of grant, in
      the
      event the a Participant’s employment shall terminate for any reason other than
      death, Disability, Retirement or Cause, any Incentive Stock Option granted
      to
      such Participant which is then outstanding may be exercised at any time prior
      to
      the expiration of the term of such option or within three (3) months (or
      such shorter period as the Board shall determine at the time of grant) following
      Participant’s termination of employment, whichever period is
      shorter.

     

    (h)
      The
      aggregate Fair Market Value of Common Shares first becoming subject to exercise
      as an Incentive Stock Option by a Participant during any given calendar year
      shall not exceed the sum of One Hundred Thousand Dollars ($100,000.00). Such
      aggregate Fair Market Value shall be determined as of the date such Option
      is
      granted.

     

     

    Section 7.
      Non-Qualified Stock Options

     

    (a)
      Subject to the provisions of the Plan, the Board may grant Non-Qualified Stock
      Options and determine the number of shares to be covered by each such Option,
      the option price therefor, the term of such Option, the vesting schedule and
      the
      other conditions and limitations applicable to the exercise of the Non-Qualified
      Stock Options.

     

    (b)
      The
      option price per share of Common Stock purchasable under a Non-Qualified Stock
      Option shall be the price determined by the Board, which may be less than,
      equal
      to or greater than the Fair Market Value of the Common Stock on the date of
      grant.

     

    (c)
      No
      Non-Qualified Stock Option shall be exercisable more than ten (10) years
      after the date such option is granted.

     

    (d)
      Unless otherwise determined by the Board at the time of grant, in the event
      a
      Participant’s employment by the Company or membership on the Board terminates by
      reason of Retirement or Disability, any Non-Qualified Stock Option granted
      to
      such Participant which is then outstanding may be exercised at any time prior
      to
      the expiration of the term of such Non-Qualified Stock Option or within three
      (3) months in the case of Retirement and twelve (12) months in case of
      Disability (or such shorter period as the Board shall determine at the time
      of
      grant) following the Participant’s termination of employment, whichever period
      is shorter.

     

    
      
        
        

      

      
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    (e)
      Unless otherwise determined by the Board at the time of grant, in the event
      a
      Participant’s employment by the Company or membership on the Board is terminated
      by reason of death, any Non-Qualified Stock Option granted to such Participant
      which is then outstanding may be exercised by the Participant’s legal
      representative at any time prior to the expiration date of the term of the
      Non-Qualified Stock Option or within twelve (12) months (or such shorter
      period as the Board shall determine at the time of grant) following the
      Participant’s termination of employment, whichever period is
      shorter.

     

    (f)
      Unless otherwise determined by the Board at or after the time of grant, in
      the
      event a Participant’s employment by the Company or membership on the Board shall
      terminate for Cause, any Non-Qualified Stock Option granted to such Participant
      which is then outstanding shall be canceled and shall terminate.

     

    (g)
      Unless otherwise determined by the Board at or after the time of grant, in
      the
      event a Participant’s employment by the Company or membership on the Board shall
      terminate for any reason other than death, Disability, Retirement or Cause,
      any
      Non-Qualified Stock Option granted to such Participant which is then outstanding
      may be exercised at any time prior to the expiration of the term of such Option
      or within three (3) months (or such shorter period as the Board shall
      determine at the time of grant) following Participant’s termination, whichever
      period is shorter.

     

    Section 8.
      General Provisions Applicable to Options

     

    (a)
      Each
      Option under the Plan shall be evidenced by a writing delivered to the
      Participant specifying the terms and conditions thereof and containing such
      other terms and conditions not inconsistent with the provisions of the Plan
      as
      the Board considers necessary or advisable to achieve the purposes of the Plan
      or comply with applicable tax and regulatory laws and accounting
      principles.

     

    (b)
      Each
      Option may be granted alone, in addition to or in relation to any other Option.
      The terms of each Option need not be identical, and the Board need not treat
      Participants uniformly. Except as otherwise provided by the Plan or a particular
      Option, any determination with respect to an Option may be made by the Board
      at
      the time of grant or at any time thereafter.

     

    (c)
      The
      Board shall determine whether Options are settled in whole or in part in cash,
      Common Stock, other securities of the Company, or other property, and may,
      in
      its discretion, permit “cashless exercises” pursuant to such procedures as may
      be established by the Board.

     

     

    (d)
      No
      shares shall be delivered pursuant to any exercise of an Option until payment
      in
      full of the option price therefor is received by the Company. Such payment
      may
      be made in whole or in part in cash or by certified or bank check or, to the
      extent permitted by the Board at or after the grant of the Option, by delivery
      of shares of Common Stock owned by the Participant valued at their Fair Market
      Value on the date of delivery, or such other lawful consideration as the Board
      may in its sole discretion determine.

     

    (e)
      No
      Option shall be transferable by the Participant otherwise than by will or by
      the
      laws of descent and distribution, and all Options shall be exercisable during
      the Participant’s lifetime only by the Participant or the Participant’s duly
      appointed guardian or personal representative.

     

    (f)
      The
      Board may at any time accelerate the exercisability of all or any portion of
      any
      Option.

     

    (g)
      The
      Participant shall pay to the Company, or make provision satisfactory to the
      Board for payment of, any taxes required by law to be withheld in respect of
      Options under the Plan no later than the date of the event creating the tax
      liability. In the Board’s sole discretion, a Participant may elect to have such
      tax obligations paid, in whole or in part, in shares of Common Stock, including
      shares retained from the Option creating the tax obligation. For withholding
      tax
      purposes, the value of the shares of Common Stock shall be the Fair Market
      Value
      on the date the withholding obligation is incurred. The Company may, to the
      extent permitted by law, deduct any such tax obligations from any payment of
      any
      kind otherwise due to the Participant.

     

    (h)
      For
      purposes of the Plan, the following events shall not be deemed a termination
      of
      employment of a Participant:

     

    
      
        
        

      

      
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    (i)
      a
      transfer to the employment of the Company from a subsidiary or from the Company
      to a subsidiary, or from one subsidiary to another, or

     

    (ii)
      an
      approved leave of absence for military service or sickness, or for any other
      purpose approved by the Company, if the Participant’s right to reemployment is
      guaranteed either by a statute or by contract or under the policy pursuant
      to
      which the leave of absence was granted or if the Board otherwise so provides
      in
      writing.

     

    For
      purposes of the Plan, employees of a subsidiary of the Company shall be deemed
      to have terminated their employment on the date on which such subsidiary ceases
      to be a subsidiary of the Company.

     

    (i)
      The
      Board may amend, modify or terminate any outstanding Option held by a
      Participant, including substituting therefor another Option of the same or
      a
      different type, changing the date of exercise or realization, and converting
      an
      Incentive Stock Option to a Non-Qualified Stock Option, provided that the
      Participant’s consent to each action shall be required unless the Board
      determines that the action, taking into account any related action, would not
      materially and adversely affect the Participant.

     

    Section 9.
      Miscellaneous

     

    (a)
      No
      person shall have any claim or right to be granted an Option, and the grant
      of
      an Option shall not be construed as giving a Participant the right to continued
      employment. The Company expressly reserves the right at any time to dismiss
      a
      Participant free from any liability or claim under the Plan, except as expressly
      provided in the applicable Option.

     

    (b)
      Nothing contained in the Plan shall prevent the Company from adopting other
      or
      additional compensation arrangements for its employees.

     

    (c)
      Subject to the provisions of the applicable Option, no Participant shall have
      any rights as a shareholder with respect to any shares of Common Stock to be
      distributed under the Plan until he or she becomes the holder
      thereof.

     

     

    (d)
      Notwithstanding anything to the contrary expressed in this Plan, any provisions
      hereof that vary from or conflict with any applicable Federal or State
      securities laws (including any regulations promulgated thereunder) shall be
      deemed to be modified to conform to and comply with such laws.

     

    (e)
      No
      member of the Board shall be liable for any action or determination taken or
      granted in good faith with respect to this Plan nor shall any member of the
      Board be liable for any agreement issued pursuant to this Plan or any grants
      under it. Each member of the Board shall be indemnified by the Company against
      any losses incurred in such administration of the Plan, unless his action
      constitutes willful misconduct.

     

    (f)
      The
      Plan shall be effective as of the date that the shareholders of the Company
      approve the Plan.

     

    (g)
      The
      Board may amend, suspend or terminate the Plan or any portion thereof at any
      time, provided that no amendment shall be granted without shareholder approval
      if such approval is necessary to comply with any applicable tax laws or
      regulatory requirement.

     

    (h)
      Options may not be granted under the Plan after June 27, 2016, but
      then-outstanding Options may be exercised in accordance with their terms after
      such date.

     

    (i)
      To
      the extent that State laws shall not have been preempted by any laws of the
      United States, the Plan shall be construed, regulated, interpreted and
      administered according to the other laws of the State of Delaware.

     

    (j)
      Options may be granted to employees of the Company who are foreign nationals
      or
      employed outside the United States, or both, on such terms and conditions
      different from those specified in the Plan as may, in the judgment of the Board,
      be necessary or desirable in order to recognize differences in local law or
      tax
      policy. The Board may also impose conditions on the exercise or vesting of
      Options in order to minimize the Company’s obligation with respect to tax
      equalization for employees on assignments outside their home
      country.

     

    
      
        
        

      

      
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