Exhibit
10.1


 


ANVIA
HOLDINGS CORPORATION

2018 NON-QUALIFIED STOCK OPTION PLAN


 


l.
Purpose. This Non-Qualified Stock Option Plan (the “Plan”) is intended to advance the interests of Anvia Holdings
Corporation (the “Company”) and its shareholders, by encouraging and enabling selected officers, directors, consultants
and key employees upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its
business, to acquire and retain a proprietary interest in the Company by ownership of its stock. Options granted under the Plan
are intended to be Options which do not meet the requirements of Section 422 of the Internal Revenue Code of 1954, as amended
(the “Code”).


 


2.
Definitions.


 


(a)
“Board” means the Board of Directors of the Company.


 


(b)
“Committee” mean the directors duly appointed to administer the Plan.


 


(c)
“Common Stock” means the Company’s Common Stock.


 


(d)
“Date of Grant” means the date on which an Option is granted under the Plan.


 


(e)
“Option” means an Option granted under the Plan.


 


(f)
“Optionee” means a person to whom an Option, which has not expired, has been granted under the Plan.


 


(g)
“Successor” means the legal representative of the estate of a deceased optionee or the person or persons who acquire
the right to exercise an Option by bequest or inheritance or by reason of the death of any Optionee.


 


3.
Administration of Plan. The Plan shall be administered by the Company’s Board of Directors or in the alternative, by a committee
of two or more directors appointed by the Board (the “Committee”). If a Committee should be appointed, the Committee
shall report all action taken by it to the Board. The Committee shall have full and final authority in its discretion, subject
to the provisions of the Plan, to determine the individuals to whom and the time or times at which Options shall be granted and
the number of shares and purchase price of Common Stock covered by each Option; to construe and interpret the Plan; to determine
the terms and provisions of the respective Option agreements, which need not be identical, including, but without limitation,
terms covering the payment of the Option Price; and to make all other determinations and take all other actions deemed necessary
or advisable for the proper administration of the Plan. All such actions and determinations shall be conclusively binding for
all purposes and upon all persons.


 


4. Common Stock Subject to Options. The aggregate number of shares of the Company’s Common Stock which may
be issued upon the exercise of Options granted under the Plan shall not exceed 3,000,000. The shares of Common Stock to be issued
upon the exercise of Options may be authorized but unissued shares, shares issued and reacquired by the Company or shares bought
on the market for the purposes of the Plan. In the event any Option shall, for any reason, terminate or expire or be surrendered
without having been exercised in full, the shares subject to such Option but not purchased thereunder shall again be available
for Options to be granted under the Plan.


 


5.
Participants. Options may be granted under the Plan to employees, directors and officers, and consultants or advisors to the Company
(or the Company’s subsidiaries), provided however that bona fide services shall be rendered by such consultants or advisors
and such services must not be in connection with the offer or sale of securities in a capital-raising transaction and do not promote
or maintain a market for the Company’s securities.


 


6.
Terms and Conditions of Options. Any Option granted under the Plan shall be evidenced by an agreement executed by the Company
and the recipient and shall contain such terms and be in such form as the Committee may from time to time approve, subject to
the following limitations and conditions:


 


(a)
Option Price. The Option Price per share with respect to each Option shall be determined by the Committee. The option price of
any options granted pursuant to the Plan may not be changed, except in the case of stock splits, reorganizations or recapitalizations.


 


(b)
Period of Option. The period during which each option may be exercised, and the expiration date of each Option shall be fixed
by the Committee, but, notwithstanding any provision of the Plan to the contrary, such expiration date shall not be more than
ten years from the date of Grant.


 


(c)
Vesting of Shareholder Rights. Neither an Optionee nor his successor shall have any rights as a shareholder of the Company until
the certificates evidencing the shares purchased are properly delivered to such Optionee or his successor.


 




    	 



    	 



    


 


(d)
Exercise of Option. Each Option shall be exercisable from time to time during a period (or periods) determined by the Committee
and ending upon the expiration or termination of the Option; provided, however, the Committee may, by the provisions of any Option
Agreement, limit the number of shares that may be purchased thereunder in any period or periods of time during which the Option
is exercisable.


 


(e)
the payment of the purchase price of Options by delivery of cash or other Shares or other securities of the Company (including
by attestation) having a then Fair Market Value equal to the purchase price of such Shares, or by delivery (including by fax)
to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions
to a broker-dealer to sell or margin a sufficient portion of the Shares and deliver the sale or margin loan proceeds directly
to the Company to pay for the exercise price.


 


(f)
Non-transferability of Option. No Option shall be transferable or assignable by an Optionee, otherwise than by will or the laws
of descent and distribution and each Option shall be exercisable, during the Optionee’s lifetime, only by him. No Option
shall be pledged or hypothecated in any way and no Option shall be subject to execution, attachment, or similar process except
with the express consent of the Committee.


 


(g)
Death of Optionee. In the event of the death of an Optionee, an option theretofore granted to the Optionee shall be exercisable
only (i) by the person or persons to whom the Optionee’s rights under the option shall pass by the Optionee’s will
or by the laws of descent and distribution; and (ii) if and only to the extent that the Optionee was entitled to exercise the
option at the date of death.


 


7.
Reclassification, Consolidation, or Merger. If and to the extent that the number of issued shares of Common Stock of the Corporation
shall be increased or reduced by change in par value, split up, reclassification, distribution of a dividend payable in stock,
or the like, the number of shares subject to Option and the Option price per share shall be proportionately adjusted by the Committee,
whose determination shall be conclusive. If the Corporation is reorganized or consolidated or merged with another corporation,
an Optionee granted an Option hereunder shall be entitled to receive Options covering shares of such reorganized, consolidated,
or merged company in the same proportion, at an equivalent price, and subject to the same conditions. The new Option or assumption
of the old Option shall not give Optionee additional benefits which he did not have under the old Option or deprive him of benefits
which he had under the old Option.


 


8.
Restrictions on Issuing Shares. The exercise of each Option shall be subject to the condition that if at any time the Company
shall determine in its discretion that the satisfaction of withholding tax or other withholding liabilities, or that the listing,
registration, or qualification of any shares otherwise deliverable upon such exercise upon any securities exchange or under any
state or federal law, or that the consent or approval of any regulatory body, is necessary or desirable as a condition of, or
in connection with, such exercise or the delivery or purchase of shares purchased thereto, then in any such event, such exercise
shall not be effective unless such withholding, listing, registration, qualification, consent, or approval shall have been effected
or obtained free of any conditions not acceptable to the Company.


 


Unless
the shares of stock covered by the Plan have been registered with the Securities and Exchange Commission pursuant to Section
5 of the Securities Act of l933, each optionee shall, by accepting an option, represent and agree, for himself and his
transferrees by will or the laws of descent and distribution, that all shares of stock purchased upon the exercise of the
option will be acquired for investment and not for resale or distribution. Upon such exercise of any portion of an option,
the person entitled to exercise the same shall, upon request of the Company, furnish evidence satisfactory to the Company
(including a written and signed representation) to the effect that the shares of stock are being acquired in good faith for
investment and not for resale or distribution. Furthermore, the Company may, if it deems appropriate, affix a legend to
certificates representing shares of stock purchased upon exercise of options indicating that such shares have not been
registered with the Securities and Exchange Commission and may so notify the Company’s transfer agent. Such shares may
be disposed of by an optionee in the following manner only: (l) pursuant to an effective registration statement covering such
resale or reoffer, (2) pursuant to an applicable exemption from registration as indicated in a written opinion of counsel
acceptable to the Company, or (3) in a transaction that meets all the requirements of Rule l44 of the Securities and Exchange
Commission. If shares of stock covered by the Plan have been registered with the Securities and Exchange Commission, no such
restrictions on resale shall apply, except in the case of optionees who are directors, officers, or principal shareholders of
the Company. Such persons may dispose of shares only by one of the three aforesaid methods.


 


9.
Use of Proceeds. The proceeds received by the Company from the sale of Common Stock pursuant to the exercise of Options granted
under the Plan shall be added to the Company’s general funds and used for general corporate purposes.


 


10.
Amendment, Suspension, and Termination of Plan. The Board of Directors may alter, suspend, or discontinue the Plan at any time.
Unless the Plan shall theretofore have been terminated by the Board, the Plan shall terminate ten years after the adoption of
the Plan. No Option may be granted during any suspension or after the termination of the Plan. No amendment, suspension, or termination
of the Plan shall, without an Optionee’s consent, alter or impair any of the rights or obligations under any Option theretofore
granted to such Optionee under the Plan.


 


11.
Limitations. Every right of action by any person receiving options pursuant to this Plan against any past, present or future member
of the Board, or any officer or employee of the Company arising out of or in connection with this Plan shall, irrespective of
the place where such action may be brought and irrespective of the place of residence of any such director, officer or employee
cease and be barred by the expiration of one year from the date of the act or omission in respect of which such right of action
arises.


 


l2.
Governing Law. The Plan shall be governed by the laws of the State of Delaware.


 


13.
Expenses of Administration. All costs and expenses incurred in the operation and administration of this Plan shall be borne by
the Company.


 


Effective:
June 14, 2018


 




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