Exhibit
10.4

       

      C2
GLOBAL TECHNOLOGIES INC.

      


      2010
NON-QUALIFIED STOCK OPTION PLAN

      


      ARTICLE
I

      ESTABLISHMENT
AND PURPOSE

      


      Section 1.1    C2
Global Technologies Inc., a Florida corporation (the “Company”), hereby
establishes an equity incentive plan to be named the 2010 Non-Qualified Stock
Option Plan (the “2010 Plan” or “Plan”).

       

      Section 1.2    The
purpose of the 2010 Plan is to induce certain key employees of the Company or
any of its subsidiaries who are in a position to contribute materially to the
Company’s prosperity to remain with the Company, to offer such persons
incentives and rewards in recognition of their contributions to the Company’s
progress, and to encourage such persons to continue to promote the best
interests of the Company. The 2010 Plan provides for grants of options
(“Non-Qualified Options”) which do not qualify as incentive stock options under
Section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).

       

      Section 1.3    This
Plan shall be governed by, and construed in accordance with, the laws of the
State of Florida, without reference to its conflicts of laws
principles.

       

      ARTICLE
II

      ADMINISTRATION

       

      Section 2.1    All
determinations under the 2010 Plan concerning the selection of persons eligible
to receive awards under the 2010 Plan and with respect to the timing, pricing
and amount of a grant or award under this 2010 Plan shall be made by the
administrator (the “Administrator”) of the 2010 Plan. The Administrator shall be
either (a) the Company’s Board of Directors (the “Board”), or (b) in
the discretion of the Board, a committee (the “Committee”) that is composed
solely of two or more members of the Board. In the event the Committee is the
Administrator, the Committee shall select one of its members as its Chairman and
shall hold its meetings at such times and places as it may determine. In such
case, 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, or
acts approved in writing by a majority of the Committee, shall be deemed the
acts of the Committee. With respect to persons subject to Section 16 of the
Securities Exchange Act of 1934 (“Exchange Act”), transactions under this 2010
Plan are intended to comply with all applicable conditions of Rule 16b-3
(“Rule 16b-3”) or its successor under the Exchange Act, as such may be
amended from time to time. To the extent any provision of the 2010 Plan or
action by the Administrator fails to so comply, it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the
Administrator.

       

      Section 2.2    All
determinations made by the Administrator with respect to award grants to:
(i) the chief executive officer of the Company or an individual acting in
that capacity; (ii) one of the four highest compensated officers (other
than the chief executive officer) of the Company; or (iii) an individual
reasonably deemed likely, in the judgment of the Board of Directors or the
Committee, to become an employee described in clause (i) or (ii) of
this paragraph within the exercise period of any contemplated option, shall be
made only by those directors who qualify as an “outside director” within the
meaning of Treasury Regulation Sect. 1.162-27(e)(3), as that Regulation may be
amended from time to time (the “Regulation”), under the Code, and all other
directors must abstain from making any such award determinations. In addition to
the foregoing limitation and any others set forth by this Plan, the Committee
shall not make an award under this Plan which will result in the grant to any
individual of more than 625,000 shares of Common Stock under this Plan. This
limitation is subject to adjustment at the Board’s discretion pursuant to
Article VIII herein. This limitation shall be calculated by including the
number of shares of Common Stock underlying the exercise of any Option granted
pursuant to this Plan (if any).

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Section 2.3    The
Company shall grant options under the 2010 Plan in accordance with
determinations made by the Board or the Committee pursuant to the provisions of
the 2010 Plan. All options shall be evidenced by a Stock Option Agreement. All
options granted pursuant to the 2010 Plan shall be clearly identified as
Non-Qualified Options. The Board or the Committee may from time to time adopt
(and thereafter amend or rescind) such rules and regulations for carrying out
the 2010 Plan and take such action in the administration of the 2010 Plan, not
inconsistent with the provisions hereof, as it shall deem proper. The Board or,
subject to the supervision of the Board, the Committee, shall have plenary
discretion, subject to the express provisions of this 2010 Plan, to determine
which persons shall be granted options, the number of shares subject to each
option, the time or times when an option may be exercised (whether in whole or
in installments), the terms and provisions of the respective option agreements
(which need not be identical), including such terms and provisions which may be
amended from time to time as shall be required, in the judgment of the Board or
the Committee, to conform to any change in any law or regulation applicable
hereto; and to make all other determinations deemed necessary or advisable for
the administration of the 2010 Plan. The interpretation and construction of any
provisions of the 2010 Plan by the Board or the Committee (unless otherwise
determined by the Board) shall be final, conclusive and binding upon all
persons.

       

      Section 2.4    No
member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the 2010 Plan or any option
granted under it. A member of the Board or the Committee shall be indemnified by
the Company, pursuant to the Company’s By-Laws, for any expenses, judgments or
other costs incurred as a result of a lawsuit filed against such member claiming
any rights or remedies due to such member’s participation in the administration
of the 2010 Plan.

       

      ARTICLE
III

      TOTAL
NUMBER OF SHARES AVAILABLE TO BE OPTIONED OR GRANTED

       

      Section 3.1    There
shall be reserved for issuance or transfer upon exercise of options, to be
granted from time to time under this 2010 Plan, an aggregate of one million two
hundred fifty thousand (1,250,000) shares of common stock, $0.001 par value per
share, of the Company (“Common Stock”) (subject to adjustment as provided in
Article VIII hereof). The shares issued by the Company under the 2010 Plan
may be either treasury shares or authorized but unissued shares, as the Board
from time to time may determine.

       

      Section 3.2    In
the event that any outstanding options under the 2010 Plan for any reason should
expire or are terminated without having been exercised in full, the unpurchased
shares subject to such option may again be available for transfer under the 2010
Plan.

       

      ARTICLE
IV

      ELIGIBILITY

       

      Section 4.1    
Options may be granted pursuant to this 2010 Plan to any key employees and/or
key consultants selected by the Board or the Committee. Persons granted options
pursuant to this 2010 Plan are hereinafter referred to as “Optionees.” The Board
or the Committee may determine in its sole discretion that any person who would
otherwise be eligible to be granted options, shall, nonetheless, be ineligible
to receive any award under this 2010 Plan.

       

      Section 4.2    The
Board or the Committee will, in its discretion, determine the persons to be
granted options, the time or times at which options shall be granted; with
respect to options, the number of shares subject to each option; the terms of a
vesting or forfeiture schedule, if any; the period during which any such options
may be exercised; the manner in which options may be exercised and all other
terms and conditions of the options; provided, however, no option will be
granted which has terms or conditions inconsistent with this 2010 Plan. Relevant
factors in making such determinations may include the value of the services
rendered by the respective Optionee, his present and potential contributions to
the Company, and such other factors which are deemed relevant in accomplishing
the purpose of the 2010 Plan.

       

      
        
           


        

        
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      ARTICLE
V

      TERMS
AND CONDITIONS OF OPTIONS

       

      Section 5.1    Each
option granted under the 2010 Plan shall be evidenced by a stock option
agreement in a form not inconsistent with the 2010 Plan (a “Stock Option
Agreement”), provided that the following terms and conditions shall
apply:

       

      (a)   The
price at which each share of Common Stock covered by an option may be purchased
(“Option Exercise Price”) shall be set forth in the Stock Option Agreement and
shall be determined by the Administrator, provided that the Option Exercise
Price for any option shall not be less than the fair market value of the Common
Stock at the time of grant as determined by the Administrator using a reasonable
application of a reasonable valuation method as described in the regulations or
other guidance promulgated under Section 409A of the Code.

       

      (b)   An
Optionee may, in the Board or the Committee’s discretion, be granted more than
one option during the duration of this 2010 Plan.

       

      (c)    The
duration of any option shall be within the sole discretion of the Board or the
Committee.

       

      (d)   Any
option and any right related thereto shall not be transferable by the Optionee
other than by will, or by the laws of descent and distribution. Except as
provided in Article VI, an option may be exercised during the Optionee’s
lifetime only by the Optionee.

       

      (e)    The
Committee may impose such other conditions with respect to the exercise of
options, including without limitation, any conditions relating to the
application of federal or state securities laws, as it may deem necessary or
advisable.

       

      ARTICLE
VI

      EMPLOYMENT
OR SERVICE OF OPTIONEE

       

      Section 6.1    If
the employment or service of an Optionee is terminated for cause, any vested or
unvested options, or rights to options (collectively referred to herein as
“Option Rights”) of such Optionee under any then outstanding option shall
terminate immediately. Unless the Board or the Committee determines to define
“cause” differently and such definition is set forth in the applicable Stock
Option Agreement, “cause” means actions or omissions by Optionee: (i)
constituting fraud, larceny, embezzlement, conversion or otherwise involving the
misappropriation of assets of the Company or any other illegal conduct with
respect to the Company which acts are harmful to, either financially, or to the
business reputation of, the Company; (ii) materially injurious to the business
interests of the Company; (iii) constituting gross negligence or intentional
misconduct; (iv) resulting in a conviction (or a plea of guilty or no contest)
for any felony or any crime of moral turpitude; (v) constituting habitual
alcohol or substance abuse; (vi) constituting a material breach of this
Agreement which, if curable, is not cured within fifteen (15) days after receipt
of written notice thereof; (vii) constituting a material failure by Optionee to
perform his duties, which nonperformance continues after written notice thereof
and a fifteen (15) day chance to cure; (viii) resulting in an unauthorized
breach of the Company’s Code of Conduct; or (ix) constituting a breach of the
fiduciary duty owed by Optionee to the Company or any subsidiary or affiliate of
the Company which, if curable, is not cured within fifteen (15) days after
receipt of written notice thereof.  The determination of the existence
and the proof of “cause” shall be made by the Board or the Committee and,
subject to the review of any determination made by the Committee by the Board,
such determination shall be binding on the Optionee and the
Company.

       

      Section 6.2    If
the employment or service of the Optionee is terminated by either the Optionee
or the Company for any reason other than for cause, death, or for disability, as
defined in Section 22(e)(3) of the Code, the Option Rights of such Optionee
under any then outstanding option shall be exercisable by such Optionee at any
time prior to the expiration of the option or within three months after the date
of such termination, whichever period of time is shorter, but only to the extent
of the vested right to exercise the option at the date of such
termination.

       

      
        
           


        

        
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      Section 6.3    In
the case of an Optionee who becomes disabled, as defined in
Section 22(e)(3) of the Code, the Option Rights of such Optionee under any
then options shall be exercisable by such Optionee at any time prior to the
expiration of the option, or within three months after the date of termination
of employment or service due to disability, whichever period of time is shorter,
but only to the extent of the vested right to exercise the option at the date of
such termination.

       

      Section 6.4    In
the event of the death of an Optionee, the Option Rights of such Optionee under
any then outstanding options shall be exercisable by the person or persons to
whom these rights pass by will or by the laws of descent and distribution and
shall be exercisable at any time prior to the expiration of the option, or
within three months after the date of death, but only to the extent of the
vested right to exercise the option at such time. If a person or estate acquires
the right to exercise an option by bequest or inheritance, the Committee may
require reasonable evidence as to the ownership of such option, and may require
such consents and releases of taxing authorities, as the Committee may deem
advisable.

       

      Section 6.5    In
addition to the requirements set forth in the 2010 Plan, the Committee or the
Board may set such other targets, restrictions or other terms relating to the
employment or service of the Optionee, including but not limited to a
requirement that an employee must be continuously employed by the Company for
such period of time as the Board or Committee, in its discretion, deems
advisable before the right to exercise any portion of an option granted to such
employee will accrue, which targets, restrictions, or terms must be fulfilled or
complied with, as the case may be, prior to the exercise of any portion of an
option granted to any Optionee.

       

      Section 6.6    Options
granted under the 2010 Plan shall not be affected by any change of duties or
position, so long as the Optionee continues in the service of the
Company.

       

      Section 6.7    Nothing
contained in the 2010 Plan, or in any Stock Option Agreement relating to an
option granted pursuant to the 2010 Plan, shall confer upon any Optionee any
right with respect to continuance of employment or service by the Company nor
interfere in any way with the right of the Company to terminate the Optionee’s
employment or service or change the Optionee’s compensation at any
time.

       

      ARTICLE
VII

      EXERCISE
OF OPTIONS

       

      Section 7.1    Except
as provided in this Article VII, an option shall be exercised by tender to
the Company of the total Option Exercise Price of the shares with respect to
which the option is exercised and written notice of the exercise. The right to
purchase shares shall be cumulative so that, once the right to purchase any
shares has vested, such shares or any part thereof may be purchased at any time
thereafter until the expiration or termination of the option. A partial exercise
of an option shall not affect the right of the Optionee to exercise the option
from time to time, in accordance with the 2010 Plan, as to the remaining number
of shares subject to the option. The Option Exercise Price of the shares shall
be in United States dollars, payable in cash or by certified bank check.
Notwithstanding the foregoing, in lieu of cash, an Optionee may, with the
approval of the Board or the Committee, exercise his option by tendering to the
Company shares of Common Stock of the Company owned by him and having an
aggregate fair market value at least equal to the total Option Exercise Price or
by tendering part or all of one or more options to purchase Common Stock of the
Company for which the aggregate fair market value of the Common Stock underlying
exercise of the option (net of the exercise price) shall be at least equal to
the Option Exercise Price. The fair market value of any shares of Common Stock
so surrendered shall be determined by the Administrator using a reasonable
application of a reasonable valuation method as described in the regulations or
other guidance promulgated under Section 409A of the Code.

       

      Section 7.2    Except
as provided in Article VI, an option may not be exercised unless the holder
thereof is an officer, director, employee or consultant of the Company at the
time of exercise.

       

      Section 7.3    No
Optionee, or Optionee’s executor, administrator, legatee, distributee or other
permitted transferee, shall be deemed to be a holder of any shares subject to an
option for any purpose whatsoever unless and until a stock certificate or
certificates for such are issued to such person(s) under the terms of the 2010
Plan. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is issued,
except as provided in Article VIII hereof.

       

      
        
           


        

        
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      Section 7.4    If
(i) the listing, registration or qualification of the options issued
hereunder, or of any securities that may be purchased upon exercise of such
options (the “Subject Securities”) upon any securities exchange or quotation
system, or under federal or state law is necessary as a condition of or in
connection with the issuance or exercise of the options, or (ii) the
consent or approval of any governmental regulatory body is necessary as a
condition of, or in connection with, the issuance or exercise of the options,
the Company shall not be obligated to deliver the certificates representing the
Subject Securities or to accept or to recognize an option exercise unless and
until such listing, registration, qualification, consent or approval shall have
been effected or obtained. The Company will take reasonable action to so list,
register, or qualify the options and the Subject Securities, or effect or obtain
such consent or approval, so as to allow for their issuance.

       

      Section 7.5    An
Optionee may be required to represent to the Company as a condition of his
exercise of options issued under this 2010 Plan: (i) that the subject
Securities acquired upon option exercise are being acquired by him for
investment and not with a view to distribution or resale, unless counsel for the
Company is then of the view that such a representation is not necessary and is
not required under the Securities Act of 1933, as amended, (the “Securities
Act”) or any other applicable statute, law, regulation or rule; and
(ii) that the Optionee shall make no exercise or disposition of an option
or of the Subject Securities in contravention of the Securities Act, the
Exchange Act or the rules and regulations thereunder. Optionees may also be
required to provide (as a condition precedent to exercise of an option) such
documentation as may be reasonably requested by the Company to assure compliance
with applicable law and the terms and conditions of the 2010 Plan and the
subject option.

       

      ARTICLE
VIII

      CHANGE
IN NUMBER OF OUTSTANDING SHARES OF

      STOCK,
ADJUSTMENTS, REORGANIZATIONS, ETC.

       

      Section 8.1    In
the event that the outstanding shares of Common Stock of the Company are
hereafter increased or decreased, or changed into or exchanged for a different
number of shares or kind of shares or other securities of the Company, or of
another corporation, by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split, combination of shares, or a
dividend payable in capital stock, appropriate adjustment may be made by the
Board or the Committee in the number and kind of shares for the purchase of
which options may be granted under the 2010 Plan, including the maximum number
that may be granted to any one person. In addition, the Administrator may make
appropriate adjustments in the number and kind of shares as to which outstanding
options or portions thereof then unexercised shall be exercisable, to the end
that the Optionee’s proportionate interest shall be maintained as before the
occurrence to the unexercised portion of the option and with a corresponding
adjustment in the Option Exercise Price per share. Any such adjustment made by
the Administrator shall be conclusive.

       

      Section 8.2    The
grant of an option pursuant to the 2010 Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

       

      Section 8.3    Upon
the dissolution or liquidation of the Company, or upon a reorganization, merger
or consolidation of the Company as a result of which the outstanding securities
of the class then subject options are changed into or exchanged for cash or
property or securities not of the Company’s issue, or upon a sale of
substantially all the property of the Company to an association, person, party,
corporation, partnership, or control group as that term is construed for
purposes of the Exchange Act, the 2010 Plan shall terminate, and all options
theretofore granted hereunder shall terminate unless provision be made in
writing in connection with such transaction for the continuance of the 2010 Plan
and/or for the assumption of options theretofore granted, or the substitution
for such options of options covering the stock of a successor employer
corporation, or a parent or a subsidiary thereof, with appropriate adjustments
as to the number and kind of shares and prices, in which event the 2010 Plan and
options heretofore granted shall continue in the manner and under the terms so
provided. If the 2010 Plan and unexercised options shall terminate pursuant to
the foregoing sentence, all persons owning any unexercised portions of options
then outstanding shall have the right, at such time prior to the consummation of
the transaction causing such termination as the Company shall designate, to
exercise the unexercised portions of their options, including the portions
thereof which would, but for this Section 8.3 not yet be
exercisable.

       

      
        
           


        

        
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      Section
8.4    Notwithstanding the foregoing, neither the Board nor
the Committee shall make an adjustment to any option granted under the 2010 Plan
in a manner to cause such option to be subject to section 409A of the Code or
that would be treated as a modification or extension of such option, as defined
by the regulations, or as a deferral of income pursuant to Treasury Regulation
1.409A-1(b)(5).

       

      ARTICLE
IX

      WITHHOLDING
TAXES

       

      Section 9.1    General.    To
the extent required by applicable federal, state, local or foreign law, an
Optionee or his successor shall make arrangements satisfactory to the Company
for the satisfaction of any withholding tax obligations that arise in connection
with the Plan. The Company shall not be required to issue any Common Stock or
make any cash payment under the Plan until such obligations are
satisfied.

       

      Section 9.2    Share
Withholding.    The Committee may permit an Optionee to
satisfy all or part of his withholding or income tax obligations by having the
Company withhold all or a portion of any shares of Common Stock that otherwise
would be issued to him or by surrendering all or a portion of any shares of
Common Stock that he or she previously acquired. Such shares of Common Stock
shall be valued at their fair market value, as determined by the Administrator
using a reasonable application of a reasonable valuation method as described in
the regulations or other guidance promulgated under Section 409A of the
Code.

       

      ARTICLE
X

      DURATION,
AMENDMENT AND TERMINATION

       

      Section 10.1    The
Board may at any time terminate the 2010 Plan or make such amendments thereto as
it shall deem advisable and in the best interests of the Company, without action
on the part of the stockholders of the Company unless such approval is required
pursuant to applicable law; provided, however, that no such termination or
amendment shall, without the consent of the individual to whom any option shall
theretofore have been granted, affect or impair the rights of such individual
under such option.

       

      ARTICLE
XI

      RESTRICTIONS

       

      Section 11.1    Any
shares of Common Stock issued pursuant to the 2010 Plan shall be subject to such
restrictions on transfer and limitations as shall, in the opinion of the Board
or the Committee, be necessary or advisable to assure compliance with the laws,
rules and regulations of the United States government or any state or
jurisdiction thereof or any other applicable law. In addition, the Board or the
Committee may in any Stock Option Agreement impose such other restrictions upon
the exercise of an option or upon the sale or other disposition of the shares of
Common Stock deliverable upon exercise thereof as the Board or the Committee
may, in its sole discretion, determine, including but not limited to provisions
which allow the Company to reacquire such shares at their original purchase
price if the Optionee’s employment terminates within a stated period after the
acquisition of such shares. By accepting an award pursuant to the 2010 Plan each
Optionee shall thereby agree to any such restrictions.

       

      Section 11.2    Any
certificate issued to evidence shares of Common Stock issued pursuant to an
option shall bear such legends and statements as the Board or counsel to the
Company shall deem advisable to assure compliance with the laws, rules and
regulations of the United States government or any state or jurisdiction
thereof. No shares will be delivered under the 2010 Plan until the Company has
obtained such consents or approvals from such regulatory bodies of the United
States government or any state or jurisdiction thereof as the Board or counsel
to the Company deems necessary or advisable.

       

      
        
           


        

        
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      ARTICLE
XII

      SECTION
409A COMPLIANCE

       

      Section 12.1    Notwithstanding
any provision of this 2010 Plan or any Stock Option Agreement to the contrary,
in the event any option granted pursuant to this 2010 Plan would be considered
to be a payment of nonqualified deferred compensation, this 2010 Plan and the
Stock Option Agreements, including any ambiguous terms thereof, shall be
construed in a manner such that no amount will be required to be included in the
Optionee’s income by reason of a failure to comply with the requirements of
sections 409A(a)(2), (3) and (4) of the Code.  This provision shall
apply to such payments and to such extent as necessary so as to avoid imposition
of tax or additions to tax pursuant to section 409A(a)(1)of the Code. Any
discretion granted to the Board or Committee with respect to any interpretation
of the 2010 Plan’s provisions or otherwise shall be limited at all times and in
all respects so as to be consistent with the requirements of section 409A of the
Code.  Any provision of the 2010 Plan that does not comply with such
requirements shall be void and of no effect.

       

      ARTICLE
XIII

      APPLICATION
OF FUNDS

       

      Section 13.1    The
proceeds received by the Company from the sale of stock pursuant to the exercise
of options under the 2010 Plan are to be added to the general funds of the
Company and used for its corporate purposes as determined by the
Board.

       

      ARTICLE
XIV

      EFFECTIVENESS
OF PLAN

       

      Section 14.1    This
2010 Plan shall become effective upon adoption by the Board, and options may be
issued hereunder from and after that date.

       

      IN
WITNESS WHEREOF, pursuant to the adoption of this 2010 Plan by the Board of
Directors of the Company, this 2010 Plan is hereby executed effective as of this
11th day of November, 2010.

       

      
        	 
      	
                C2
      GLOBAL TECHNOLOGIES INC.

              
	 
      	 
      
	 
      	
                /s/ Stephen A. Weintraub

              	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	
                Stephen A. Weintraub

              	 
      
	 
      	
                Its:

              	
                Secretary and Chief Financial
      Officer

              	 
      


      

       

      
        
           


        

        
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