ex10_1.htm


    EXHIBIT 10.1    2009 NON-QUALIFIED
ATTORNEYS & ACCOUNTANTS STOCK COMPENSATION PLAN

     

     

    2009 NON-QUALIFIED ATTORNEYS &
ACCOUNTANTS

    STOCK
COMPENSATION PLAN

     

    1.        
Purpose of Plan

     

    This 2009 NON-QUALIFIED ATTORNEYS & ACCOUNTANTS STOCK
COMPENSATION PLAN (the “Plan”) of GAMMA PHARMACEUTICALS INC., a Delaware corporation (the “Company”) for
attorneys and accountants associated with the Company, is intended to advance
the best interests of the Company by providing those persons who have a
substantial responsibility for its public SEC disclosure filings under the
Exchange Act, with additional incentive and by increasing their proprietary
interest in the success of the Company, thereby encouraging them to maintain
their relationships with the Company.

     

    2.        
Definitions

     

    For
Plan purposes, except where the context might clearly indicate otherwise, the
following terms shall have the meanings set forth below:

     

    “Board” shall mean the Board of Directors of the
Company.

     

    “Committee” shall mean the Compensation
Committee, or such other committee appointed by the Board, which shall be
designated by the Board to administer the Plan, or the Board if no committees
have been established.  The
Committee shall be composed of one or more persons as from time to time are
appointed to serve by the Board. 
Each member of the Committee, while serving as such, shall be a
disinterested person with the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934.

     

    “Common Shares” shall mean the Company’s Common
Shares, $0.001 par value per share, or, in the event that the outstanding Common
Shares are hereafter changed into or exchanged for different shares of
securities of the Company, such other shares or securities.

     

    “Common Stock” shall mean shares of common stock
which are issued by the Company pursuant to Section 5, below.

     

    “Common Stock Agreement” means an
agreement executed by a Common Stockholder and the Company, or alternatively a
board resolution setting forth the terms of issuance, as contemplated by Section
5, below, which imposes on the shares of Common Stock held by the Common
Stockholder such restrictions as the Board or Committee deem appropriate.

     

     

    
      

    

    
       

      “Common Stockholder” means any attorney or accountant for
the Company or other person to whom shares of Common Stock are issued pursuant
to this Plan.

       

      “Company”
shall mean GAMMA PHARMACEUTICALS INC., a Delaware corporation, and any subsidiary
corporation of GAMMA PHARMACEUTICALS INC.

       

      “Fair Market Value” shall mean, with respect to
the date a given stock compensation is granted, the average of the highest and
lowest reported sales prices of the Common Shares, as reported by such
responsible reporting service as the Committee may select, or if there were not
transactions in the Common Shares on such day, then the last preceding day on
which transactions took place.  The
above withstanding, the Committee may determine the Fair Market Value in such
other manner as it may deem more equitable for Plan purposes or as is required
by applicable laws or regulations. The Fair Market Value for purposes of the
issuance of common stock under this plan has been established to be $0.08 per
share pursuant to a five day average between January 23, 2009 and through
January 29, 2009.

       

      3.        
Administration of the Plan

       

      3.1       The
Committee shall administer the Plan and accordingly, it shall have full power to
grant Common Stock, construe and interpret the Plan, establish rules and
regulations and perform all other acts, including the delegation of
administrative responsibilities, it believes reasonable and proper.

       

      3.2       The
determination of those eligible to receive Common Stock, and the amount, type
and timing of each issuance and the terms and conditions of the Common Stock
Agreements shall rest in the sole discretion of the Committee, subject to the
provisions of the Plan.

       

      3.3       The Board,
or the Committee, may correct any defect, supply any omission or reconcile any
inconsistency in the Plan in the manner and to the extent it shall deem
necessary to carry it into effect.

       

      3.4       Any
decision made, or action taken, by the Committee or the Board arising out of or
in connection with the interpretation and administration of the Plan shall be
final and conclusive.

       

      3.5       Meetings of
the Committee shall be held at such times and places as shall be determined by
the Committee.  A majority of the
members of the Committee shall constitute a quorum for the transaction of
business, and the vote of a majority of those members present at any meeting
shall decide any question brought before that meeting.  In addition, the Committee may take any
action otherwise proper under the Plan by the affirmative vote, taken without a
meeting, of a majority of its members.

       

      3.6       No member
of the Committee shall be liable for any act or omission of any other member of
the Committee or for any act or omission on his own part, including, but
not limited to, the exercise of any
power or discretion given to him under the Plan, except those resulting from his
own gross negligence or willful misconduct.

       

       

      
        

      

    

    
       

      4.        
Shares Subject to the Plan

       

      The
total number of shares of the Company available for issuance of Common Stock
under the Plan shall be 737,188 Common Shares, subject to adjustment in
accordance with Article 7 of the Plan, which shares may be either authorized but
unissued or reacquired Common Shares of the Company.

       

      5.        
Award Of Common
Stock

       

      5.1       The Board
or Committee from time to time, in its absolute discretion, may (a) award Common
Stock to attorneys and/or accountants for the Company, and such other persons as
the Board or Committee may select. 


       

      5.2       Common
Stock shall be issued only pursuant to a Common Stock, Board Resolution, or
Consulting Agreement, which shall be executed by the Common Stockholder, unless
by Board Resolution, and the Company and which shall contain such terms and
conditions as the Board or Committee shall determine consistent with this Plan,
including such restrictions on transfer as are imposed by the Common Stock or
Consulting Agreement.

       

      5.3       Upon
delivery of the shares of Common Stock to the Common Stockholder, below, the
Common Stockholder shall have, unless otherwise provided by the Board or
Committee, all the rights of a stockholder with respect to said shares, subject
to the restrictions in the Common Stock or Consulting Agreement, including the
right to receive all dividends and other distributions paid or made with respect
to the Common Stock.

       

      5.4       All shares
of Common Stock issued under this Plan (including any shares of Common Stock and
other securities issued with respect to the shares of Common Stock as a result
of stock dividends, stock splits or similar changes in the capital structure of
the Company) shall be subject to such restrictions as the Board or Committee
shall provide, which restrictions may include, without limitation, restrictions
concerning voting rights, transferability of the Common Stock and restrictions
based on duration of employment with the Company, Company performance and
individual performance; provided that the Board or Committee may, on such terms
and conditions as it may determine to be appropriate, remove any or all of such
restric­tions.  Common Stock may
not be sold or encumbered until all applicable restrictions have terminated or
expire.  The restrictions, if any,
imposed by the Board or Committee or the Board under this Section 5 need not be
identical for all Common Stock and the imposition of any restrictions with
respect to any Common Stock shall not require the imposition of the same or any
other restrictions with respect to any other Common Stock.

       

    

    
      

    

    
      6.        
Adjustments or Changes in Capitalization

       

      6.1       In the
event that the outstanding Common Shares of the Company are hereafter changed
into or exchanged for a different number or kind of shares or other securities
of the Company by reason of merger, consolidation, other reorganization,
recapitalization, reclassification, combination of shares, stock split-up or
stock dividend, within 6 months from the date hereof, and assuming the shares
issued pursuant to this plan are still owned or fully controlled by the issuee
under this plan, then in that event there shall be a like adjustment in the
number of shares held by such issuee.

       

      6.2       The
foregoing adjustments and the manner of application of the foregoing provisions
shall be determined solely by the Committee, whose determination as to what
adjustments shall be made and the extent thereof, shall be final, binding and
conclusive.  No fractional Shares
shall be issued under the Plan on account of any such adjustments.

       

      7.        
Government and Other Regulations

       

      The
obligation of the Company to issue, transfer and deliver Common Shares under the
Plan shall be subject to all applicable laws, regulations, rules, orders and
approval which shall then be in effect and required by the relevant stock
exchanges on which the Common Shares are traded and by government entities as
set forth below or as the Committee in its sole discretion shall deem necessary
or advisable.  

       

      8.        
Miscellaneous Provisions

       

      8.1       Any
expenses of administering this Plan shall be borne by the Company, except the
recipients of the common shares shall be responsible for the costs of
preparation of this registration statement and the filing thereof.

       

      8.2       The place
of administration of the Plan shall be in the State of Delaware, or such other
place as determined from time to time by the Board, and the validity,
construction, interpretation, administration and effect of the Plan and of its
rules and regulations, and rights relating to the Plan, shall be determined
solely in accordance with the laws of the State of Delaware.

       

      8.3       In addition
to such other rights of indemnification as they may have as members of the Board
or the Committee, the members of the Committee shall be indemnified by the
Company against all costs and expenses reasonably incurred by them in connection
with any action, suit or proceeding to which they or any of them may be party by
reason of any action taken or failure to act under or in connection with the
Plan against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding, except a judgment based upon a finding of bad faith;  provided that upon the institution of
any such action, suit or proceeding a Committee member shall, in writing, give
the Company notice thereof and an opportunity, at its own expense, to handle and defend the
same, with counsel acceptable to the recipient,  before such Committee member undertakes
to handle and defend it on his own behalf.

       

      9.        
Written Agreement

       

      The
Common Shares issued hereunder shall be embodied in a board resolution which
shall constitute a written Stock Compensation Agreement which shall be subject
to the terms and conditions prescribed above and shall be signed by the
recipient and by the President or any Vice President of the Company, for and in
the name and on behalf of the Company.