strockoptionplan.htm


    TRANSFER
TECHNOLOGY INTERNATIONAL CORP.

    2009
STOCK OPTION PLAN

    


    


    1.              Purposes of the Plan.
The purposes of this Stock Option Plan are to attract and retain the best
available personnel for positions of substantial responsibility, to provide
additional incentive to the Employees and Consultants of the Company and to
promote the success of the Company's business.

    


    Options granted hereunder may be
either "incentive stock options,"as defined in Section 422 of the Internal
Revenue Code of 1986, as amended with respect to Employees, or "nonstatutory
stock options," with respect to Consultants and/or Employees as reflected in the
terms of the written Option Agreement.

    


    2.              Definitions. As used
herein, the following definitions shall apply

    


    
      	
              (a)

            	
              "Board"
      shall mean the Board of Directors of the
  Company.

            


    

     

    (b)              "Code"
shall mean the Internal Revenue Code of 1986, as amended.

     

    (c)              "Common
Stock" shall mean the Common Stock of the Company.

    


    
      	
              (d)

            	
              "Company"
      shall mean Transfer Technology International Corp., a Delaware
      corporation.

            


    

    


    
      	
              (e)

            	
              "CEO"
      shall mean the Chief Executive Officer of the
  Company.

            


    

    


    
      	
              (f)

            	
              "Consultant"
      shall mean any person who is engaged by the Company or any subsidiary to
      render consulting services and is compensated for such consulting
      services, and any director of the Company whether compensated for such
      services or not.

            


    

    


    
      	
              (g)

            	
              "Continuous
      Status as an Employee or Consultant" shall mean the absence of any
      interruption or termination of service as an Employee or Consultant.
      Continuous Status as an Employee or Consultant shall not be considered
      interrupted in the case of sick leave, military leave, or any other leave
      of absence approved by the Board; provided that such leave is for a period
      of not more than 90 days or reemployment upon the expiration of such leave
      is guaranteed by contract or
statute.

            


    

    


    
      	
              (h)

            	
              "Employee"
      shall mean any person, including officers and directors, employed by the
      Company or any Parent or Subsidiary of the Company. The payment of a
      director's fee by the Company shall not be sufficient to constitute
      "employment" by the Company.

            


    

    


    
      
         

      

      
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              (i)

            	
              "Incentive
      Stock Option" shall mean an Option intended to qualify as an Incentive
      Stock Option within the meaning of Section 422 of the
  Code.

            


    

     

    (j)              "Option"
shall mean a Stock Option granted pursuant to the Plan.

     

    (k)              "Option
Stock" shall mean the Common Stock subject to an Option.

    


    
      	
              (l)

            	
              "Optionee"
      shall mean an Employee or Consultant who receives an
    Option.

            


    

    


    
      	
              (m)

            	
              "Parent"
      shall mean a "parent corporation," whether now or hereafter existing, as
      defined in Section 425(e) of the
Code.

            


    

     

    (n)              "Plan"
shall mean this 2009 Stock Option Plan.

    


    
      	
              (o)

            	
              "Share"
      shall mean a share of the Common Stock, as adjusted in accordance with
      Section 11 of the Plan.

            


    

    


    
      	
              (p)

            	
              "Subsidiary"
      shall mean a subsidiary corporation, whether now or hereafter existing, as
      defined in Section 425(f) of the
Code.

            


    

    


    
      	
              (q)

            	
              "Unvested
      Portion" shall mean any Option with respect to the number of shares of
      Common Stock for that Option that are not exercisable as of the date of
      the closing of a Transaction resulting in a Change in Control. In the case
      of a Change in Control which occurs as the results of a series of
      transactions, the closing date shall be deemed to be the closing date of
      the final Transaction affecting the Change in
  Control.

            


    

    


    3.              Stock Subject to the
Plan.  The maximum aggregate number of shares which may be
optioned and sold under the Plan is four million (4,000,000) shares of Common
Stock, which may be authorized, but unissued, Common Stock.

    


    If an Option should expire or become
unexercisable for any reason without having been exercised in full, the
unpurchased Shares which were subject thereto shall, unless the Plan shall have
been terminated, become available for future grant under the Plan.

    


    
      
         

      

      
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    4.              Administration of the
Plan.

    


    
      	
              (a)

            	
              Procedure. The
      Plan shall be administered by the CEO of the
  Company.

            


    

    


    
      	
              (b)

            	
              Powers of the
      CEO. Subject to the provisions of the Plan, the CEO shall have the
      authority, in his discretion: (i) to grant Incentive Stock Options to
      Employees, in accordance with Section 422 of the Code, or "nonstatutory
      stock options to Consultants and/or Employees;" (ii) to determine, upon
      review of relevant information and in accordance with Section 8(b) of the
      Plan, the fair market value of the Common Stock; (iii) to determine the
      exercise price per share of Options to be granted, which exercise price
      shall be determined in accordance with Section 8(a) of the Plan; (iv) to
      determine the Employees or Consultants to whom, and the time or times at
      which, Options shall be granted and the number of shares to be represented
      by each Option; (v) to interpret the Plan; (vi) to prescribe, amend and
      rescind rules and regulations relating to the Plan; (vii) to determine the
      terms and provisions of each Option granted (which need not be identical)
      and, with the consent of the holder thereof, modify or amend each Option;
      (viii) to accelerate or defer (with the consent of the Optionee as to any
      deferral) the exercise date of any Option consistent with the provisions
      of Section 5 of the Plan; (ix) to make all other determinations deemed
      necessary or advisable for the administration of the
  Plan.

            


    

    


    
      	
              (c)

            	
              Effect of CEO's
      Decision. All decisions, determinations and interpretations of the
      CEO shall be final and binding on all Optionees and any other holders of
      any Options granted under the Plan.

            


    

    


    5.              Eligibility.

    


    
      	
              (a)

            	
              Options
      may be granted only to Employees and Consultants. Incentive Stock Options
      may be granted only to Employees. An Employee or Consultant who has been
      granted an Option may, if he is otherwise eligible, be granted an
      additional Option or Options.

            


    

    


    
      	
              (b)

            	
              No
      Incentive Stock Option may be granted to an Employee which, when
      aggregated with all other incentive stock Options granted to such Employee
      by the Company or any Parent or Subsidiary, would result in Shares having
      an aggregate fair market value (determined for each Share as of the date
      of grant of the Option covering such Share) in excess of $100,000 becoming
      first available for purchase upon exercise of one or more Incentive Stock
      Options during any calendar year.

            


    

    


    
      	
              (c)

            	
              Section
      5(b) of the Plan shall apply only to an Incentive Stock Option evidenced
      by a written Option agreement which shall expressly identify the Option as
      an Incentive Stock Option. Section 5(b) of the Plan shall not apply to any
      Option evidenced by an Option agreement which sets forth the intention of
      the Company and the Optionee that such Option shall be a nonstatutory
      Stock Option.

            


    

    


    
      
         

      

      
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              (d)

            	
              The
      Plan shall not confer upon any Optionee any right with respect to
      continuation of employment or consulting relationship with the Company,
      nor shall it interfere in any way with his right or the Company's right to
      terminate his employment or consulting relationship at any
      time.

            


    

    


    6.              Term of Plan. The
Plan shall become effective upon the filing of Form S-8 with the United States
Securities and Exchange Commission registering the Plan. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 13 of
the Plan.

    


    7.              Term of Option. The
term of each Incentive Stock Option shall be ten (10) years from the date of
grant thereof or such shorter term as may be provided in the Stock Option
agreement. The term of each Option that is not an Incentive Stock Option shall
be (10) years and one (1) day from the date of grant thereof or such shorter
term as may be provided in the Stock Option agreement. However, in the case of
an Option granted to an Optionee who, at the time the Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, (a) if the Option
is an Incentive Stock Option, the term of the Option shall be five (5) years
from the date of grant thereof or such shorter time as may be provided in the
Stock Option agreement, or (b) if the Option is not an Incentive Stock Option,
the term of the Option shall be five (5) years and one (1) day from the date of
grant thereof or such shorter term as may be provided in the Stock Option
agreement.

    


    
      	
              8.  

            	
              Exercise Price and
      Consideration.

            


    

    


    
      	
              (a)

            	
              The
      per Share exercise price for the Shares to be issued pursuant to exercise
      of an Option shall be such price as is determined by the CEO, but shall be
      subject to the following:  (i)  In the case of an
      Incentive Stock Option:  (A)  granted to an Employee
      who, at the time of the grant of such Incentive Stock Option, owns stock
      representing more than ten percent (10%) of the voting power of all
      classes of stock of the Company or any Parent or Subsidiary, the per Share
      exercise price shall be no less than 110% of the fair market value per
      Share on the date of grant,  (B) granted to an Employee, the per
      Share exercise price shall be no less than 100% of the fair market value
      per Share on the date of grant;  (ii) In the case of a
      nonstatutory Stock Option, the per Share exercise price shall be no less
      than the price per Share set by the CEO on the date of
    grant.

            


    

    


    
      	
              (b)

            	
              The
      fair market value shall be determined in the following manner. If the
      stock is unlisted, the fair market value shall be determined by the CEO,
      in his discretion. If listed, the value shall be the Closing Sales Price
      of the Company's Common Stock as reported on the NASDAQ National Market
      System on the business day immediately preceding the date of grant. In the
      event the Common Stock is listed on a stock exchange, the fair market
      value per share shall be the closing price on such exchange on the
      business day immediately preceding the date of grant, as reported in the
      Wall Street Journal.

            


    

    


    
      
         

      

      
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              (c)

            	
              The
      consideration to be paid for the Shares to be issued upon exercise of an
      Option, including the method of payment shall be determined by the CEO and
      may consist entirely of cash, check, promissory note, surrender of shares
      of Common Stock of the Company acquired pursuant to the exercise of the
      Option, other Shares of Common Stock having a fair market value on the
      date of surrender equal to the aggregate exercise price of the Shares as
      to which said Option shall be exercised, or any combination of such
      methods of payment, or such other consideration and method of payment for
      the issuance of Shares to the extent permitted under Nevada Corporation
      Law. In making its determination as to the type of consideration to
      accept, the CEO shall consider if acceptance of such consideration may be
      reasonably expected to benefit the
Company.

            


    

    


    9.              Exercise of
Option.

    


    
      	
              (a)

            	
              Procedure for
      Exercise; Rights as a Stockholder. Any Option granted hereunder
      shall be exercisable at such times and under such conditions as determined
      by the CEO, including performance criteria with respect to the Company
      and/or the Optionee, and as shall be permissible under the terms of the
      Plan. An Option may not be exercised for a fraction of a
      Share.  An Option shall be deemed to be exercised when written
      notice of such exercise has been given to the Company in accordance with
      the terms of the Option by the person entitled to exercise the Option and
      full payment for the Shares with respect to which the Option is exercised
      has been received by the Company. Full payment may, as authorized by the
      CEO, consist of any consideration and method of payment allowable under
      Section 8(c) of the Plan. Until the issuance (as evidenced by the
      appropriate entry on the books of the Company or of a duly authorized
      transfer agent of the Company) of the Stock Certificate evidencing such
      shares, no right to vote or receive dividends or any other rights as a
      stockholder shall exist with respect to the Optioned Stock,
      notwithstanding the exercise of the Option. No adjustment will be made for
      a dividend or other right for which the record date is prior to the date
      the Stock Certificate is issued, except as provided in Section 11 of the
      Plan. Exercise of an Option in any manner shall result in a decrease in
      the number of Shares which thereafter may be available, both for purposes
      of the Plan and for sale under the Option, by the number of Shares as to
      which the Option is exercised.

            


    

    


    
      	
              (b)

            	
              Termination of Status
      as an Employee or Consultant. If an Employee or Consultant ceases
      to serve as an Employee or Consultant (as the case may be), he may, but
      only within three (3) months (or such other period of time not exceeding
      three (3) months as is determined by the CEO at the time of grant of the
      Option) after the date he ceases to be an Employee or Consultant (as the
      case may be) of the Company, exercise his Option to the extent that he was
      entitled to exercise it at the date of such termination. To the extent
      that he was not entitled to exercise the Option at the date of such
      termination, or if he does not exercise such Option (which he was entitled
      to exercise) within the time specified herein, the Option shall
      terminate.

            


    

    


    
      
         

      

      
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              (c)

            	
              Disability of
      Optionee. Notwithstanding the provisions of Section 9(b) above, in
      the event an Employee or Consultant is unable to continue his employment
      or consulting relationship (as the case may be) with the Company as a
      result of his total and permanent disability (as defined in Section 22(e)
      (3) of the Internal Revenue Code), he may, but only within six (6) months
      (or such other period of time not less then six (6) months nor more than
      twelve (12) months as is determined by the Board at the time of grant of
      the Option) from the date of termination, exercise his Option to the
      extent he was entitled to exercise it at the date of such termination (or
      to such greater extent as the CEO may provide). To the extent that he was
      not entitled to exercise the Option at the date of termination, or if he
      does not exercise such Option (which he was entitled to exercise) within
      the time specified herein, the Option shall
  terminate.

            


    

    


    
      	
              (d)

            	
              Death of
      Optionee. In the event of the death of an Optionee:  (i)
      during the term of the Optionee who is at the time of his death an
      Employee or Consultant of the Company and who shall have been in
      Continuous Status as an Employee or Consultant since the date of grant of
      the Option, the Option may be exercised, at any time within twelve (12)
      months following the date of death, by the Optionee's estate or by a
      person who acquired the right to exercise the Option by bequest or
      inheritance, but only to the extent of the right to exercise that has
      accrued as of the date of death (or to such greater extent as the CEO may
      provide); or (ii) after the termination of Continuous Status as an
      Employee or Consultant, the Option may be exercised, at any time within
      six (6) months following the date of death, by the Optionee's estate or by
      a person who acquired the right to exercise the Option by bequest or
      inheritance, but only to the extent of the right to exercise that had
      accrued at the date of termination (or to such greater extent as the CEO
      may provide).

            


    

    


    10.              Nontransferability of
Options. The Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.

    


    11.              Adjustments Upon Certain
Changes.

    


    
      	
              (a)

            	
              Stock Split or
      Reclassification.  The number of Shares of Common Stock
      covered by each outstanding Option as well as the price per Share of
      Common Stock covered by each such outstanding Option, shall be
      proportionately adjusted for any increase or decrease in the number of
      shares of Common Stock resulting from a stock split, reverse stock split,
      stock dividend, combination or reclassification of the Common Stock,
      recapitalization, reorganization, or any other increase or decrease in the
      number of issued shares of Common Stock effected without receipt of
      consideration by the Company; provided, however, that conversion of any
      convertible securities of the Company shall not be deemed to have been
      "effected without receipt of consideration." Such adjustment shall be made
      by the CEO, whose determination in that respect shall be final, binding
      and conclusive.  Except as expressly provided herein, no
      issuance by the Company of shares of stock of any class, or securities
      convertible into Shares of stock of any class, shall affect, and no
      adjustment by reason thereof shall be made with respect to, the number or
      price of Shares of Common Stock subject to an Option. The Company shall
      provide to the optionee notice of any adjustment pursuant to this section
      11(a) immediately.  No event described in this Section 11(a) or
      elsewhere in this document shall have the effect of changing the number of
      options and/or common shares subject to the Plan as set forth in Section 3
      herein.

            


    

    


    
      
         

      

      
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              (b)

            	
              Change in
      Control.  In the event of a Change of Control, then to
      the extent permitted by applicable law, with respect to half (50%) of the
      unvested Options (the "Primary Accelerated Amount") held by persons then
      performing services as Employees, Directors, or Consultants, then
      immediately prior to the consummation of such Change of Control such
      Primary Accelerated Amount shall be fully vested and exercisable and such
      Options shall be terminated if not exercised prior to the consummation of
      the Change of Control.  With respect to the remaining portion of
      such unvested Options (the "Remaining Amount"), any surviving corporation
      or an Affiliate of such surviving corporation shall assume or continue the
      Remaining Amount, or substitute similar Options for the Remaining
      Amount.  If the surviving corporation or an Affiliate of such
      surviving corporation refuses to assume or continue the Remaining Amount,
      or substitute similar Options for the Remaining Amount, then with respect
      to any person who was providing services as an Employee, Director or
      Consultant immediately prior to the consummation of the Change of Control,
      then immediately prior to the consummation of the Change of Control such
      Remaining Amount shall be fully vested and exercisable and such Options
      shall be terminated if not exercised prior to the consummation of the
      Change of Control.   If, following a Change of Control, the
      surviving corporation or its Affiliates choose to assume or continue the
      Remaining Amount, or substitute similar Options for the remaining amount
      and any person then performing services as an Employee, Director, or
      Consultant is involuntarily terminated for reason other than Cause or
      voluntarily terminates for Good Reason within one (1) year of such Change
      of Control, then upon such termination any Options still outstanding shall
      be fully vested and exercisable and such Options shall be terminated if
      not exercised within thirty (30) days of such termination (or to such
      greater extent as the CEO may
provide).

            


    

    
      	
               
      

            	
              .

            


    

    For the purposes of this
plan:  (i) "Change in Control" means: (1) a dissolution, liquidation
or sale of substantially all of the assets of the Company; (2) a merger or
consolidation in which the Company is not the surviving corporation (other than
a merger solely for the purpose of changing the state of incorporation); or (3)
a reverse merger in which the Company is the surviving corporation but the
shares of the Company's common stock outstanding immediately preceding the
merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise; (ii) "Cause" means: (1) an optionee's
willful dishonesty towards, fraud upon, crime against, deliberate or attempted
injury or bad faith action with respect to the Company; or (2) Optionee's
conviction for any felony crime; (iii) "Good Reason" means: (1) a material
reduction in compensation; (2) a relocation of the Optionee's principal worksite
to a location more than sixty (60) miles from Optionee's pre-Change of Control
worksite; or (3) for an executive officer, a material reduction in
responsibilities or authority as in effect before the Change in
Control.

    


    
      
         

      

      
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    12.              Time of Granting
Options. The date of grant of an Option shall, for all purposes, be the
date on which the CEO makes the determination granting such Option. Notice of
the determination shall be given to each Employee or Consultant to whom an
Option is so granted within a reasonable time after the date of such
grant.

    


    13.              Conditions Upon Issuance of
Shares. Shares shall not be issued pursuant to the exercise of an Option
unless the exercise of such Option and the issuance and delivery of such Shares
pursuant thereto shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the Securities and
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such
compliance.

    


    As a condition to the exercise of an
Option, the Company may require the person exercising such Option to render to
the Company a written statement containing such representations and warranties
as, in the opinion of counsel for the Company, may be required to ensure
compliance with any of the aforementioned relevant provisions of law, including
a representation that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such representation is
required.

    


    14.              Reservation of
Shares. The Company, during the term of this Plan, will at all times
reserve and keep available such number of Shares as shall be sufficient to
satisfy the requirements of the Plan.

    


    15.              Option Agreement.
Options shall be evidenced by written option agreements or option certificates
in such form as the CEO shall approve.

    


    
      
         

      

      
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    16.              Stockholder
Approval.  If Incentive Stock Options are to be issued under
the Plan, continuance of the Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months before or after the date
the Plan is adopted. If such Stockholder approval is obtained at a duly held
Stockholders' Meeting, it may be obtained by the affirmative vote of the holders
of a majority of the Share of the Company present or represented and entitled to
vote thereon.  In the case of approval by written consent, it must be
obtained by the written consent of all stockholders of the Company, or by
written consent of a smaller percentage of stockholders but only if the Board
determines, on the basis of advice of the Company's legal counsel, that the
written consent of such a smaller percentage of stockholders will comply with
all applicable laws and will not adversely affect the qualifications of the Plan
under Section 422 of the Code.

    


    Failure to obtain shareholder
approval of the Plan as set forth in the preceding paragraph shall not
invalidate the Plan but will rather serve to automatically amend the Plan so
that no Incentive Stock Options may be issued under the Plan.

    


    17.              Information to
Optionees. The Company shall provide to each Optionee, during the period
for which such Optionee has one or more Options outstanding, copies of all
annual reports and other information which are provided to all stockholders of
the Company. The Company shall not be required to provide such information if
the issuance of Options under the Plan is limited to key employees whose duties
in connection with the Company assure their access to equivalent
information.

    


    


    IN
WITNESS THEREOF, the Company hereto has executed this 2009 Stock Option Plan as
of the date first above written.

    


    


    


    Transfer
Technology International Corp.

    


    


    


    By:     
 /S/  Chris Trina

               Chris
Trina, CEO

    


    


    
      
         

      

      
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