e105.htm


    
      

      

    

    Exhibit
10.5

    


    FINANCIAL
MEDIA GROUP, INC.

    2008
NON-QUALIFIED STOCK OPTION PLAN

    ADOPTED
JULY 2, 2008

    


    1. PURPOSE OF THE PLAN. The
Financial Media Group, Inc. 2008 Non-Qualified Stock Option Plan (the "Plan") is
intended to advance the interests of Financial Media Group, Inc. (the "Company")
by inducing individuals and eligible entities (as hereinafter provided) of
outstanding ability and potential to join, remain with, or provide consulting or
advisory services to, the Company, by encouraging and enabling eligible
employees, non-employee Directors, consultants and advisors to acquire
proprietary interests in the Company, and by providing the participating
employees, non-employee Directors, consultants and advisors with an additional
incentive to promote the success of the Company. This is accomplished by
providing for the granting of Non-Qualified Stock Options (the "Options") to
employees, non-employee Directors, consultants and advisors.

    


    2. ADMINISTRATION. The Plan
shall be administered by the Board of Directors of the Company (the "Board of
Directors") or by a committee (the "Committee") chosen by the Board of
Directors. Except as herein specifically provided, the interpretation and
construction by the Board of Directors or the Committee of any provision of the
Plan or of any Option granted under it shall be final and conclusive. The
receipt of Options by Directors, or any members of the Committee, shall not
preclude their vote on any matters in connection with the administration or
interpretation of the Plan.

    


    3. SHARES SUBJECT TO THE PLAN.
The stock subject to Options granted under the Plan shall be shares of the
Company's Common Stock, par value $0.001 per share (the "Common Stock"), whether
authorized but unissued or held in the Company's treasury. The maximum number of
shares of Common Stock which may be issued pursuant to Options granted under the
Plan shall not exceed in the aggregate two million (2,000,000) shares, subject
to adjustment in accordance with the provisions of Section 11 hereof. The
Company shall at all times while the Plan is in force reserve such number of
shares of Common Stock as will be sufficient to satisfy the requirements of all
outstanding Options granted under the Plan. In the event any Option granted
under the Plan shall expire or terminate for any reason without having been
exercised in full or shall cease for any reason to be exercisable in whole or in
part, the un-purchased shares subject thereto shall again be available for
Options under the Plan.

    


    4. PARTICIPATION. The class of
individual or entity that shall be eligible to receive Options under the Plan
shall be all employees (including officers) and non-employee Directors of, or
consultants and advisors to, either the Company or any subsidiary corporation of
the Company; provided, however, that Options shall not be granted to any such
consultants and advisors unless (i) bona fide services have been or are to be
rendered by such consultant or advisor and (ii) such services are not in
connection with the offer or sale of securities in a capital raising
transaction. The Board of Directors or the Committee, in its sole discretion,
but subject to the provisions of the Plan, shall determine the employees and
non-employee Directors of, and the consultants and advisors to, the Company and
its subsidiary corporations to whom Options shall be granted, and the number of
shares to be covered by each Option, taking into account the nature of the
employment or services rendered by the individuals or entities being considered,
their annual compensation, their present and potential contributions to the
success of the Company, and such other factors as the Board of Directors or the
Committee may deem relevant.

    


    5. STOCK OPTION AGREEMENT.
Each Option granted under the Plan shall be authorized by the Board of Directors
or the Committee, and shall be evidenced by a Stock Option Agreement which shall
be executed by the Company and by the individual or entity to whom such Option
is granted. The Stock Option Agreement shall specify the number
of shares of Common Stock as to which any Option is granted, the period during
which the Option is exercisable, the option price per share thereof, and such
other terms and provisions not inconsistent with this Plan.

    


    6. GRANT OF NON-QUALIFIED STOCK
OPTIONS. The Options granted under the Plan are not intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). The Options shall be subject to the following terms and
conditions:

    


    
      	 
      	
              (1)

            	
              An
      Option may be granted to any individual or entity eligible to receive an
      Option under the Plan pursuant to Section 4
  hereof.

            


    

    


    
      	 
      	
              (2)

            	
              The
      option price of the shares of Common Stock subject to an Option shall be
      determined by the Board of Directors or the Committee, in its sole
      discretion, at the time of the grant of the
  Option.

            


    

    


    
      	 
      	
              (3)

            	
              An
      Option granted under the Plan may be of such duration as shall be
      determined by the Board of Directors or the Committee (subject to earlier
      termination as expressly provided in Section 9
  hereof).

            


    

    


    7. RIGHTS OF OPTION HOLDERS.
The holder of any Option granted under the Plan shall have none of the rights of
a stockholder with respect to the stock covered by his Option until such stock
shall be transferred to him upon the exercise of his Option.

    


    8. TRANSFERABILITY. No Option
granted under the Plan shall be transferable by the individual or entity to
which it was granted otherwise than by will or the laws of descent and
distribution, and, during the lifetime of such individual, shall not be
exercisable by any other person, but only by him.

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

     

    9.
TERMINATION OF EMPLOYMENT OR DEATH.

    


    
      	 
      	
              (1)

            	
              Subject
      to the terms of the Stock Option Agreement, if the employment of an
      employee by, or the services of a non-employee Director for, or consultant
      or advisor to, the Company or a subsidiary corporation of the Company
      shall be terminated for cause or voluntarily by the employee, non-employee
      Director, consultant or advisor, then his or its Option shall expire
      forthwith. Subject to the terms of the Stock Option Agreement, and except
      as provided in subsections (b) and (c) of this Section 9, if such
      employment or services shall terminate for any other reason, then such
      Option may be exercised at any time within three (3) months after such
      termination, subject to the provisions of subsection (d) of this Section
      9. For purposes of the Plan, the retirement of an individual either
      pursuant to a pension or retirement plan adopted by the Company or at the
      normal retirement date prescribed from time to time by the Company shall
      be deemed to be termination of such individual's employment other than
      voluntarily or for cause. For purposes of this subsection (a), an
      employee, non-employee Director, consultant or advisor who leaves the
      employ or services of the Company to become an employee or non-employee
      Director of, or a consultant or advisor to, a subsidiary corporation of
      the Company or a corporation (or subsidiary or parent corporation of the
      corporation) which has assumed the Option of the Company as a result of a
      corporate reorganization or the like shall not be considered to have
      terminated his employment or
services.

            


    

    


    
      	 
      	
              (2)

            	
              Subject
      to the terms of the Stock Option Agreement, if the holder of an Option
      under the Plan dies (i) while employed by, or while serving as a
      non-employee Director for or a consultant or advisor to, the Company or a
      subsidiary corporation of the Company, or (ii) within three (3) months
      after the termination of his employment or services other than voluntarily
      by the employee or non-employee Director, consultant or advisor, or for
      cause, then such Option may, subject to the provisions of subsection (d)
      of this Section 9, be exercised by the estate of the employee or
      non-employee Director, consultant or advisor, or by a person who acquired
      the right to exercise such Option by bequest or inheritance or by reason
      of the death of such employee or non-employee Director, consultant or
      advisor at any time within one (1) year after such death.

            


    

    


    
      	 
      	
              (3)

            	
              Subject
      to the terms of the Stock Option Agreement, if the holder of an Option
      under the Plan ceases employment or services because of permanent and
      total disability (within the meaning of Section 22(e)(3) of the Code)
      while employed by, or while serving as a non-employee Director for or
      consultant or advisor to, the Company or a subsidiary corporation of the
      Company, then such Option may, subject to the provisions of subsection (d)
      of this Section 9, be exercised at any time within one (1) year after his
      termination of employment, termination of Directorship or termination of
      consulting or advisory services, as the case may be, due to the
      disability.

            


    

    


    
      	 
      	
              (4)

            	
              An
      Option may not be exercised pursuant to this Section 9 except to the
      extent that the holder was entitled to exercise the Option at the time of
      termination of employment, termination of Directorship, termination of
      consulting or advisory services, or death, and in any event may not be
      exercised after the expiration of the
Option.

            


    

    


    
      	 
      	
              (5)

            	
              For
      purposes of this Section 9, the employment relationship of an employee of
      the Company or of a subsidiary corporation of the Company will be treated
      as continuing intact while he is on military or sick leave or other bona
      fide leave of absence (such as temporary employment by the Government) if
      such leave does not exceed ninety (90) days, or, if longer, so long as his
      right to reemployment is guaranteed either by statute or by
      contract.

            


    

    


    10. EXERCISE OF
OPTIONS.

    


    
      	 
      	
              (1)

            	
              Unless
      otherwise provided in the Stock Option Agreement, any Option granted under
      the Plan shall be exercisable in whole at any time, or in part from time
      to time, prior to expiration. The Board of Directors or the Committee, in
      its absolute discretion, may provide in any Stock Option Agreement that
      the exercise of any Options granted under the Plan shall be subject (i) to
      such condition or conditions as it may impose, including, but not limited
      to, a condition that the holder thereof remain in the employ or service
      of, or continue to provide consulting or advisory services to, the Company
      or a subsidiary corporation of the Company for such period or periods from
      the date of grant of the Option as the Board of Directors or the
      Committee, in its absolute discretion, shall determine; and (ii) to such
      limitations as it may impose.

            


    

    


    
      	 
      	
              (2)

            	
              An
      Option granted under the Plan shall be exercised by the delivery by the
      holder thereof to the Company at its principal office (attention of the
      Secretary) of written notice of the number of shares with respect to which
      the Option is being exercised. The notice shall be given pursuant to the
      Notice of Exercise form attached to the Stock Option Agreement. Such
      notice shall be accompanied by payment of the full option price of such
      shares, and payment of such option price shall be made by the holder's
      delivery of (i) his check payable to the order of the Company, (ii)
      previously acquired Common Stock, the fair market value of which shall be
      determined as of the date of exercise, if this method of payment is
      otherwise permitted by the Stock Option Agreement, (iii) a notice of his
      election to exercise the Option via "cash-less" exercise, if cash-less
      exercise is otherwise permitted by the Stock Option Agreement, (iv) a
      notice to convert debt, if the Company is indebted to the holder, or (v)
      any combination of the foregoing (i), (ii), (iii) and (iv) to the extent
      permitted by the Stock Option
Agreement.

            


    

     

    11. ADJUSTMENT UPON CHANGE IN
CAPITALIZATION.

    


    
      	 
      	
              (1)

            	
              In
      the event that the outstanding Common Stock is hereafter changed by reason
      of reorganization, merger, consolidation, recapitalization,
      reclassification, stock split-up, combination of shares, reverse split,
      stock dividend or the like, an appropriate adjustment shall be made by the
      Board of Directors or the Committee in the aggregate number of shares
      available under the Plan and in the number of shares and option price per
      share subject to outstanding Options. If the Company shall be reorganized,
      consolidated, or merged with another corporation, the holder of an Option
      shall be entitled to receive upon the exercise of his Option the same
      number and kind of shares of stock or the same amount of property, cash or
      securities as he would have been entitled to receive upon the happening of
      any such corporate event as if he had been, immediately prior to such
      event, the holder of the number of shares covered by his
      Option.

            


    

    


    
      	 
      	
              (2)

            	
              Any
      adjustment in the number of shares shall apply proportionately to only the
      unexercised portion of the Option granted hereunder. If fractions of a
      share would result from any such adjustment, the adjustment shall be
      revised to the next lower whole number of
  shares.

            


    

     

    
      
         

      

      
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    12.
FURTHER CONDITIONS OF EXERCISE.

    


    
      	 
      	
              (1)

            	
              Unless
      prior to the exercise of the Option the shares issuable upon such exercise
      have been registered with the Securities and Exchange Commission pursuant
      to the Act, the notice of exercise shall be accompanied by a
      representation or agreement of the person or estate exercising the Option
      to the Company to the effect that such shares are being acquired for
      investment purposes and not with a view to the distribution thereof, and
      such other documentation as may be required by the Company, unless in the
      opinion of counsel to the Company such representation, agreement or
      documentation is not necessary to comply with such
  Act.

            


    

    


    
      	 
      	
              (2)

            	
              The
      Company shall not be obligated to deliver any Common Stock until there has
      been qualification under or compliance with such federal or state laws,
      rules or regulations as the Company may deem
  applicable.

            


    

    


    13. EFFECTIVENESS OF THE PLAN.
The Plan shall become operative and in effect on such date as shall be fixed by
the Board of Directors of the Company in its sole discretion.

    


    14.
TERMINATION, MODIFICATION AND AMENDMENT.

    


    
      	 
      	
              (1)

            	
              The
      Plan (but not the Options) shall terminate on a date within ten (10) years
      from the date of its adoption by the Board of Directors of the Company, or
      sooner as hereinafter provided, and no Option shall be granted after
      termination of the Plan.

            


    

    


    
      	 
      	
              (2)

            	
              The
      Board of Directors may at any time, on or before the termination date
      referred to in Section 14(1) hereof, terminate the Plan, or from time to
      time make such modifications or amendments to the Plan as it may deem
      advisable.

            


    

    


    
      	 
      	
              (3)

            	
              No
      termination, modification, or amendment of the Plan may, without the
      consent of the individual or entity to which any Option shall have been
      granted, adversely affect the rights conferred by such
    Option.

            


    

    


    15. NOT A CONTRACT OF EMPLOYMENT.
Nothing contained in the Plan or in any Stock Option Agreement executed
pursuant hereto shall be deemed to confer upon any individual or entity to whom
an Option is or may be granted hereunder any right to remain in the employ or
service of the Company or a subsidiary corporation of the Company or any
entitlement to any remuneration or other benefit pursuant to any consulting or
advisory arrangement.

    


    16. USE OF PROCEEDS. The
proceeds from the sale of shares pursuant to Options granted under the Plan
shall constitute general funds of the Company.

    


    17. INDEMNIFICATION OF BOARD OF
DIRECTORS OR COMMITTEE. In addition to such other rights of
indemnification as they may have, the members of the Board of Directors or the
Committee, as the case may be, shall be indemnified by the Company to the extent
permitted under applicable law 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 a party by reason of any action taken or failure to
act under or in connection with the Plan or any rights granted thereunder and
against all amounts paid by them in settlement thereof or paid by them in
satisfaction of a judgment of any such action, suit or proceeding, except a
judgment based upon a finding of bad faith. Upon the institution of any such
action, suit, or proceeding, the member or members of the Board of Directors or
the Committee, as the case may be, shall notify the Company in writing,
giving the Company an opportunity at its own cost to defend the same before such
member or members undertake to defend the same on his or their own
behalf.

     

    18. GOVERNING LAW. The Plan
shall be governed by, and all questions arising hereunder shall be determined in
accordance with, the laws of the State of California.

     


    
      
         


      

      
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