Exhibit 10.1
MFIC CORPORATION 2006 STOCK PLAN
1.
NATURE AND PURPOSES OF THE PLAN.
THE
PLAN PERMITS THE GRANT OF INCENTIVE STOCK OPTIONS, NONSTATUTORY STOCK OPTIONS,
RESTRICTED STOCK AND STOCK APPRECIATION RIGHTS.
IN ADDITION, THE PLAN PROVIDES
FOR AUTOMATIC OPTION GRANTS TO INDEPENDENT DIRECTORS.
THE PURPOSES OF THIS 2006
STOCK PLAN ARE:
(A) TO ATTRACT AND RETAIN THE BEST AVAILABLE PERSONNEL FOR
POSITIONS OF SUBSTANTIAL RESPONSIBILITY, (B) TO PROVIDE ADDITIONAL INCENTIVE TO
EMPLOYEES AND CONSULTANTS, AND (C) TO PROMOTE THE SUCCESS OF THE COMPANY'S
BUSINESS.
2.
DEFINITIONS.
AS USED HEREIN, THE
FOLLOWING DEFINITIONS SHALL APPLY:
(A)
"ADMINISTRATOR" MEANS THE BOARD OR THE
COMMITTEE OF THE BOARD DESIGNATED BY THE BOARD TO ADMINISTER THE PLAN IN
ACCORDANCE WITH SECTION 4 OF THE PLAN.
(B)
"APPLICABLE LAWS" MEANS THE REQUIREMENTS
RELATING TO THE ADMINISTRATION OF STOCK OPTION PLANS UNDER U.S. STATE CORPORATE
LAWS, U.S. FEDERAL AND STATE SECURITIES LAWS, THE CODE, ANY STOCK EXCHANGE OR
QUOTATION SYSTEM ON WHICH THE COMMON STOCK IS LISTED OR QUOTED AND THE
APPLICABLE LAWS OF ANY FOREIGN COUNTRY OR JURISDICTION WHERE AWARDS ARE GRANTED
UNDER THE PLAN.
(C)
"AWARD" MEANS, INDIVIDUALLY OR
COLLECTIVELY, A GRANT UNDER THE PLAN OF OPTIONS, SARS OR RESTRICTED STOCK.
(D)
"AWARD AGREEMENT" MEANS THE WRITTEN
AGREEMENT SETTING FORTH THE TERMS AND PROVISIONS APPLICABLE TO EACH AWARD
GRANTED UNDER THE PLAN.
THE AWARD AGREEMENT IS SUBJECT TO THE TERMS AND
CONDITIONS OF THE PLAN.
(E)
"CAUSE" MEANS (I) AN ACT OF PERSONAL
DISHONESTY TAKEN BY THE PARTICIPANT IN CONNECTION WITH HIS OR HER
RESPONSIBILITIES AS AN EMPLOYEE AND INTENDED TO RESULT IN SUBSTANTIAL PERSONAL
ENRICHMENT OF THE PARTICIPANT, (II) PARTICIPANT BEING CONVICTED OF OR PLEADING
NOLO CONTENDERE TO A FELONY, (III) A WILLFUL ACT BY THE PARTICIPANT THAT
CONSTITUTES GROSS MISCONDUCT AND WHICH IS INJURIOUS TO THE COMPANY, (IV)
FOLLOWING DELIVERY TO THE PARTICIPANT OF A WRITTEN DEMAND FOR PERFORMANCE FROM
THE COMPANY WHICH DESCRIBES THE BASIS FOR THE COMPANY'S REASONABLE BELIEF THAT
THE PARTICIPANT HAS NOT SUBSTANTIALLY PERFORMED HIS OR HER DUTIES, CONTINUED
VIOLATIONS BY THE PARTICIPANT OF THE PARTICIPANT'S OBLIGATIONS TO THE COMPANY
THAT ARE DEMONSTRABLY WILLFUL AND DELIBERATE ON THE PARTICIPANT'S PART.
(F)
"CHANGE IN CONTROL" MEANS THE OCCURRENCE
OF ANY OF THE FOLLOWING EVENTS:
(I)
ANY PERSON BECOMES THE "BENEFICIAL
OWNER" (AS DEFINED IN RULE 13D-3 UNDER THE EXCHANGE ACT), DIRECTLY OR
INDIRECTLY, OF SECURITIES OF THE COMPANY REPRESENTING FIFTY PERCENT (50%) OR
MORE OF THE TOTAL VOTING POWER REPRESENTED BY THE COMPANY'S THEN OUTSTANDING
VOTING SECURITIES; OR
(II)
THE CONSUMMATION OF THE SALE OR
DISPOSITION BY THE COMPANY OF ALL OR SUBSTANTIALLY ALL THE COMPANY'S ASSETS; OR
(III)
THE CONSUMMATION OF A MERGER OR
CONSOLIDATION OF THE COMPANY WITH ANY OTHER CORPORATION, OTHER THAN A MERGER OR
CONSOLIDATION WHICH WOULD RESULT IN THE VOTING SECURITIES OF THE COMPANY
OUTSTANDING IMMEDIATELY PRIOR THERETO CONTINUING TO REPRESENT (EITHER BY
REMAINING OUTSTANDING OR BY BEING CONVERTED INTO VOTING SECURITIES OF THE
SURVIVING ENTITY) AT LEAST FIFTY PERCENT (50%) OF THE TOTAL VOTING POWER
REPRESENTED BY THE VOTING SECURITIES OF