Exhibit 10.1









EXHIBIT 10.1




EDAC TECHNOLOGIES CORPORATION




2008 EQUITY INCENTIVE PLAN




Section 1. Purpose





     The purpose of the EDAC Technologies Corporation 2008 Equity Incentive Plan (the “2008 Plan”)
is to attract and retain employees and directors to provide an incentive for them to assist EDAC
Technologies Corporation (the “Corporation”) to achieve its long-range performance goals, and to
enable them to participate in the long-term growth of the Corporation.



Section 2. Definitions





	(a)	 	“Award” means any Option awarded under the 2008 Plan.
	 
	(b)	 	“Board” means the Board of Directors of the Corporation.
	 
	(c)	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated thereunder.
	 
	(d)	 	“Committee” means the Compensation Committee of the Board, or such other committee of not
less than two members of the Board appointed by the Board to administer the 2008 Plan,
provided that the members of such Committee must be Non-Employee Directors as defined in Rule
16b-3(b) promulgated under the Securities Exchange Act of 1934, as amended.
	 
	(e)	 	“Common Stock” or “Stock” means the Common Stock, par value $0.0025 per share, of the
Corporation.
	 
	(f)	 	“Corporation” means EDAC Technologies Corporation
	 
	(g)	 	“Designated Beneficiary” means the beneficiary designated by a Participant, in a manner
determined by the Board, to receive amounts due or exercise rights of the Participant in the
event of the Participant’s death. In the absence of an effective designation by a
Participant, Designated Beneficiary shall mean the Participant’s estate.
	 
	(h)	 	“Director” means any non-employee member of the Board.
	 
	(i)	 	“Fair Market Value” means with respect to Common Stock on any given date, the closing sales
price of one share of Common Stock for such date (or, in the event that the Common Stock is
not traded on such date, on the immediately preceding trading date) on a national securities
exchange (including the NASDAQ Capital Market) on which the Common Stock may be listed, as
reported by such national securities exchange. If the Common Stock is not listed on a
national securities exchange, but is quoted on the OTC




 









 






	 	 	Bulletin Board or similar regulated quotation service, the Fair Market Value of the Common
Stock shall be the mean of the bid and asked prices per share of the Common Stock for such
date. If the Common Stock is not quoted or listed as set forth above, Fair Market Value
shall be determined by the Board in good faith by any fair and reasonable means established
by the Board from time to time (which means may be set forth with greater specificity in the
applicable written document granting such Award). The Fair Market Value of property other
than Common Stock shall be determined by the Board in good faith by any fair and reasonable
means established by the Board from time to time.
	 
	(j)	 	“Incentive Stock Option” means an option to purchase shares of Common Stock, awarded to a
Participant under Section 6, which is intended to meet the requirements of Section 422 of the
Code or any successor provision.
	 
	(k)	 	“Nonqualified Stock Option” means an option to purchase shares of Common Stock, awarded to a
Participant under Section 6, which is not intended to be an Incentive Stock Option.
	 
	(l)	 	“Option” means an Incentive Stock Option or a Nonqualified Stock Option.
	 
	(m)	 	“Participant” means a person selected by the Board to receive an Award under the 2008 Plan.





Section 3. Administration




     The Board shall have the responsibility to administer the 2008 Plan. However, the Board may
designate the Committee to administer the 2008 Plan on its behalf. The Board, or if designated,
the Committee, shall have authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the operation of the 2008 Plan as it shall from time to time
consider advisable, and to interpret the provisions of the 2008 Plan. The Board’s decisions shall
be final and binding. To the extent permitted by applicable law and permitted to meet the
requirements of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, the
Board may delegate to the Committee the power to make Awards to Participants and all determinations
under the 2008 Plan with respect thereto.



Section 4. Eligibility




     All employees and, in the case of Awards other than Incentive Stock Options, Directors of the
Corporation capable of contributing significantly to the successful performance of the Corporation
are eligible to be Participants in the 2008 Plan.



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Section 5. Stock Available for Awards





	(a)	 	Subject to adjustment under subsection (b), Awards may be made under the 2008 Plan of up to a
maximum of 500,000 shares of Common Stock. If any Award in respect of shares of Common Stock
granted under the 2008 Plan expires, terminates, is terminated unexercised or is forfeited for
any reason or settled in a manner that results in fewer shares outstanding than were initially
awarded, including without limitation the surrender of shares in payment for the Award or any
tax obligation thereon, the shares subject to such Award or so surrendered, as the case may
be, to the extent of such expiration, termination, forfeiture or decrease, shall again be
available for award under the 2008 Plan, subject, however, in the case of Incentive Stock
Options, to any limitation required under the Code. Common Stock issued through the
assumption or substitution of outstanding grants from an acquired corporation shall not reduce
the shares available for Awards under the 2008 Plan. Shares issued under the 2008 Plan may
consist in whole or in part of authorized but unissued shares or treasury shares.






	(b)	 	In the event that the Board determines that any stock dividend, extraordinary cash dividend,
creation of a class of equity securities, recapitalization, stock split, reverse stock split,
reclassification, reorganization, merger, consolidation, split-up, spin-off, liquidation,
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 made available under the 2008 Plan, then the Board, subject, in the
case of Incentive Stock Options, to any limitation required under Section 422 of the Code, and
with respect to other Awards, any applicable requirements of Section 409A of the Code, shall
equitably adjust any or all of (i) the number and kind of shares in respect of which Awards
may be made under the 2008 Plan, (ii) the number and kind of shares subject to outstanding
Awards, and (iii) the award, exercise or conversion price with respect to any of the
foregoing, and if considered appropriate, the Board may make provision for a cash payment with
respect to an outstanding Award, provided that the number of shares subject to any Award shall
always be a whole number.





Section 6. Stock Options





	(a)	 	Subject to the provisions of the 2008 Plan, the Board may award Incentive Stock Options and
Nonqualified Stock Options and determine the number of shares to be covered by each Option,
the option price therefore and the conditions and limitations applicable to the exercise of
the Option. The terms and conditions of Incentive Stock Options shall be subject to and
comply with Section 422 of the Code, or any successor provision, and any regulations
thereunder.






	(b)	 	The Board shall establish the option price at the time each Option is awarded, which price
shall not be less than 100% of the Fair Market Value of the Common Stock on the date of award
with respect to such Option.




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	(c)	 	Each Option shall be exercisable at such times and subject to such terms and conditions as
the Board may specify in the applicable Award or thereafter. The Board may impose such
conditions with respect to the exercise of Options, including conditions relating to
applicable federal or state securities laws, as it considers necessary or advisable.






	(d)	 	No shares shall be delivered pursuant to any exercise of an Option until payment in full of
the option price therefore is received by the Corporation. Such payment may be made in whole
or in part in cash or, to the extent permitted by the Board at or after the award of the
Option, by delivery of shares of Common Stock owned by the option holder, valued at their Fair
Market Value on the date of delivery, by the reduction of the shares of Common Stock that the
optionholder would be entitled to receive upon exercise of the Option, such shares to be
valued at their Fair Market Value on the date of exercise, less their option price (a
so-called “cashless exercise”), or such other lawful consideration as the Board may determine.






	(e)	 	In the case of Incentive Stock Options the following additional conditions shall apply to the
extent required under Section 422 of the Code for the options to qualify as Incentive Stock
Options:






	 	(i)	 	Such options shall be granted only to employees of the Corporation, and shall
not be granted to any person who owns stock that possesses more than ten percent of the
total combined voting power of all classes of stock of the Corporation or of its parent
or subsidiary corporation (as those terms are defined in Section 422(b) of the Code),
unless, at the time of such grant, the exercise price of such option is at least 110%
of the fair market value of the stock that is subject to such option and the option
shall not be exercisable more than five years after the date of grant;
	 
	 	(ii)	 	Such options shall, by their terms, be transferable by the optionholder only by
the laws of descent and distribution, and shall be exercisable only by such
optionholder during his lifetime.
	 
	 	(iii)	 	Such options shall not be granted more than ten years from the effective date
of the 2008 Plan or any subsequent amendment to the 2008 Plan approved by the
stockholders of the Corporation which extends this Incentive Stock Option expiration
date, and shall not be exercisable more than ten years from the date of grant.
	 
	 	(iv)	 	Notwithstanding other provisions hereof, the aggregate Fair Market Value
(determined at the time the Incentive Stock Option is granted) of the Common Stock with
respect to which Incentive Stock Options are exercisable for the first time by the
employee during any calendar year (under all such plans of the employee’s employer
corporation and its parent and subsidiary corporations) shall not exceed $100,000.




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Section 7. General Provisions Applicable to Awards





	(a)	 	Documentation. Each Award under the 2008 Plan shall be evidenced by a written
document delivered to the Participant specifying the terms and conditions thereof and
containing such other terms and conditions not inconsistent with the provisions of the 2008
Plan as the Board considers necessary or advisable to achieve the purposes of the 2008 Plan or
comply with applicable tax and regulatory laws and accounting principles. If such written
document evidences an Award of Options, it shall specify whether such Options are intended to
be Nonqualified Stock Options or Incentive Stock Options, and in the absence of such
specification such Options shall be deemed Nonqualified Stock Options.






	(b)	 	Board Discretion. Each type of Award may be made alone, in addition to or in
relation to any other type of Award. The terms of each type of Award need not be identical,
and the Board need not treat Participants uniformly. Except as otherwise provided by the 2008
Plan or a particular Award, any determination with respect to an Award may be made by the
Board at the time of award or at any time thereafter.






	(c)	 	Settlement. If shares of Common Stock are to be used in payment pursuant to an Award
and such shares were acquired upon the exercise of a stock option (whether or not granted
under the 2008 Plan), such shares must have been held by the Participant for at least six
months.






	(d)	 	Termination of Employment. The Board shall determine the effect on an Award of the
disability, death, retirement or other termination of employment of a Participant and the
extent to which, and the period during which, the Participant’s legal representative, guardian
or Designated Beneficiary may receive payment of an Award or exercise rights thereunder.






	(e)	 	Change in Control. In order to preserve a Participant’s rights under an Award in the
event of a change in control of the Corporation, as defined in Treasury Regulation Section
1.409A-3(i)(5)(i), the Board in its discretion may, at the time an Award is made or at any
time thereafter, take one or more of the following actions: (i) provide for the acceleration
of any time period relating to the exercise or realization of the Award, (ii) provide for the
purchase of the Award upon the Participant’s request for an amount of cash or other property
that could have been received upon the exercise or realization of the Award had the Award been
currently exercisable or payable, (iii) adjust the terms of the Award in a manner determined
by the Board to reflect the change in control, (iv) cause the Award to be assumed, or new
rights substituted therefore, by another entity, or (v) make such other provision as the Board
may consider equitable and in the best interests of the Corporation. Notwithstanding the
foregoing, any change in Incentive Stock Options shall comply with the rules under Section 424
of the Code and no change may be made to any Award which would make the Award subject to the
provisions of Section 409A of the Code.







	(f)	 	Withholding. The Corporation shall have the power and the right to deduct or
withhold,




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	 	 	or require a Participant to remit to the Corporation an amount sufficient to satisfy
federal, state and local taxes (including the Participant’s FICA obligation) required to be
withheld with respect to an Award or any dividends or other distributions payable with respect
thereto. In the Board’s discretion, such tax obligations may be paid in whole or in part in shares of Common Stock, including shares retained from the Award creating the tax obligation,
valued at their Fair Market Value on the date of delivery. The Corporation may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind otherwise due
to the Participant.






	(g)	 	Amendment of Award. The Board may amend, modify or terminate any outstanding Award,
including substituting therefore another Award of the same or a different type, changing the
date of exercise or realization and converting an Incentive Stock Option to a Nonqualified
Stock Option, provided that the Participant’s consent to such 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.






	(h)	 	Transfer. Except as otherwise provided by the Board, Awards under the 2008 Plan are
not transferable other than as designated by the Participant by will or by the laws of descent
and distribution.






	(i)	 	Compliance with Section 409A of the Code. To the extent applicable, the 2008 Plan is
intended to be operated in good faith compliance with the requirements of Section 409A of the
Code and its accompanying regulations, and any additional guidance issued under Section 409A.
To the extent that any provision of the 2008 Plan violates Section 409A, such provision shall
be deemed inoperative and the remaining provisions of the 2008 Plan shall continue to be fully
effective.





Section 8. Miscellaneous





	(a)	 	No Right to Employment. No person shall have any claim or right to be granted an
Award, and the grant of an Award shall not be construed as giving a Participant the right to
continued employment. The Corporation expressly reserves the right at any time to dismiss a
Participant free from any liability or claim under the 2008 Plan, except as expressly provided
in the applicable Award.






	(b)	 	No Rights as Shareholder. Subject to the provisions of the applicable Award, no
Participant or Designated Beneficiary shall have any rights as a shareholder with respect to
any shares of Common Stock to be distributed under the 2008 Plan until he or she becomes the
holder thereof. A Participant to whom Common Stock is awarded shall be considered the holder
of the Stock at the time of the Award except as otherwise provided in the applicable Award.






	(c)	 	Effective Date and Duration of the 2008 Plan. The 2008 Plan was adopted by the Board
and stockholders of the Corporation and became effective on June 4, 2008. Unless earlier
terminated by the Board, the 2008 Plan shall terminate on June 4, 2018.




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	(d)	 	Amendment of 2008 Plan. The Board may amend, suspend or terminate the 2008 Plan or
any portion thereof at any time, without shareholder approval, provided that no amendment
shall be made without shareholder approval if such approval is necessary to comply with any
applicable requirement of the laws of the jurisdiction of incorporation of the Corporation,
any applicable tax requirement, including Section 422 of the Code, any applicable rules or
regulation of the Securities and Exchange Commission, including Rule 16b-3 (or any successor
rule thereunder), or the rules and regulations of NASDAQ or any other exchange or stock market
over which the Corporation’s securities are listed. No amendment shall be made where such
amendment increases the total number of shares of Common Stock reserved for issuance of Awards
or reduces the minimum exercise price for options or exchange of options for other Awards,
unless such change is authorized by the shareholders within one year.






	(e)	 	Governing Law. The provisions of the 2008 Plan shall be governed by and interpreted
in accordance with the laws of the jurisdiction of incorporation of the Corporation.






	(f)	 	Indemnity. Neither the Board 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 the 2008 Plan, and the Corporation
hereby agrees to indemnify the members of the Board, 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.




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