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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Jammin Java Corp (PK) | USOTC:JAMN | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.000099 | 9,900.00% | 0.0001 | 0.000001 | 0.0001 | 0.0001 | 0.0001 | 0.0001 | 447 | 14:30:21 |
[ ] Preliminary Proxy Statement
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[ ] Confidential, for use of the Commission only
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(as permitted by Rule 14a-6(e)(2)).
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[X] Definitive Proxy Statement
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[ ] Definitive additional materials.
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[ ] Soliciting material under Rule 14a-12.
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1.
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To elect three (3) Directors to the Company’s Board of Directors (the “
Board
”), each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal.
The Board intends to present for election the following three nominees: Rohan Marley, Anh Tran, and Brent Toevs.
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2.
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To ratify the Company’s 2012 Amended and Restated Equity Incentive Plan.
The Board of Directors recommends that you approve and ratify the Company’s 2012 Amended and Restated Equity Incentive Plan.
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3.
|
To ratify the Company’s 2013 Equity Incentive Plan.
The Board of Directors recommends that you approve and ratify the Company’s 2013 Equity Incentive Plan.
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4.
|
To ratify the appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP, as the Company’s independent auditors for the fiscal years ending January 31, 2014 and 2015.
The Board of Directors recommends that you approve and ratify the appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP, as the Company’s independent auditors for the fiscal years ending January 31, 2014 and 2015.
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5.
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To consider a non-binding advisory vote on compensation of our named executive officers.
The Board of Directors recommends that you approve and ratify the compensation of our named executive officers.
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6.
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To consider a non-binding advisory vote on the frequency of the advisory vote on compensation of our named executive officers.
The Board of Directors recommends that you vote for “
3 years”
as to the frequency of holding advisory votes on the compensation of our named executive officers.
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7.
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To approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting for a quorum or to approve any of the proposals above.
The Board of Directors recommends that you vote to approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting for a quorum or to approve any of the proposals above.
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8.
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To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
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By Order of the Board of Directors
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Rohan Marley
Chairman
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GENERAL INFORMATION
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1
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Information Contained In This Proxy Statement
|
1
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Important Notice Regarding the Availability of Proxy Materials
|
1
|
||
Record Date and Shares Entitled to Vote
|
1
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||
Voting Process
|
2
|
||
Providing and Revoking Proxies
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2
|
||
Attendance at the Annual Meeting
|
2
|
||
Conduct at the Meeting
|
2
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||
Quorum
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3
|
||
Votes Required to Approve Each Proposal
|
3
|
||
Broker Non-Votes and Abstentions
|
3
|
||
Board of Directors Voting Recommendations
|
4
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||
Mailing Costs and Solicitation of Proxies
|
5
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||
Inspector of Voting
|
5
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||
Stockholders Entitled to Vote at the Meeting
|
5
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||
Voting Instructions
|
5
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Confidential Voting
|
5
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Stockholder of Record and Shares Held in Brokerage Accounts
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5
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||
Multiple Stockholders Sharing the Same Address
|
5
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||
Voting Results
|
6
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||
Company Mailing Address
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6
|
||
VOTING RIGHTS AND PRINCIPAL
STOCKHOLDERS
|
7
|
||
Security Ownership of Certain Beneficial Owners and Management
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7
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Changes in Control
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9
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CORPORATE GOVERNANCE
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9
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Board Leadership Structure
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9
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Risk Oversight
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10
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Family Relationships
|
10
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Arrangements between Officers and Directors
|
10
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Other Directorships
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10
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Involvement in Legal Proceedings
|
10
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Board of Directors Meetings
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11
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COMMITTEES OF THE BOARD
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11
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Corporate Governance
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11
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Director Independence
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11
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Code of Ethics
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12
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EXECUTIVE OFFICERS
|
13
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EXECUTIVE COMPENSATION
|
13
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Summary Compensation Table
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13
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2014 Grants of Plan Based Awards
|
14
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Executive Employment Agreements
|
14
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Equity Compensation Plan Information
|
17
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
|
18
|
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DIRECTOR COMPENSATION
|
19
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COMPENSATION DISCUSSION AND ANALYSIS
|
20
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
21
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
25
|
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PROPOSAL 1. ELECTION OF DIRECTORS
|
26
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PROPOSAL 2. RATIFICATION OF THE COMPANY’S AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN
|
29
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PROPOSAL 3. RATIFICATION OF THE COMPANY’S 2013 EQUITY INCENTIVE PLAN
|
35
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PROPOSAL 4. TO RATIFY THE APPOINTMENT OF SQUAR, MILNER, PETERSON, MIRANDA & WILLIAMSON, LLP, AS THE COMPANY’S INDEPENDENT AUDITORS FOR THE FISCAL YEARS ENDING JANUARY 31, 2014 AND 2015
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41
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PROPOSAL 5. NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
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43
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PROPOSAL 6. NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF HOLDING ADVISORY VOTES ON EXECUTIVE COMPENSATION
|
45
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PROPOSAL 7. ADJOURNMENT OF THE ANNUAL MEETING
|
46
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STOCKHOLDER PROPOSALS
|
47
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Proposals for 2016 Annual Meeting of Stockholders and 2016 Proxy Materials
|
47
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||
Nominations For The Board Of Directors
|
47
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Additional Filings
|
48
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OTHER MATTERS
|
48
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INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
|
48
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COMPANY CONTACT INFORMATION
|
48
|
ATTACHMENTS:
|
||
Proxy Card
|
||
Appendix A – Jammin Java Corp. – Amended and Restated 2012 Equity Incentive Plan
|
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Appendix B – Jammin Java Corp. – 2013 Equity Incentive Plan
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•
|
In person
. You may vote in person at the Annual Meeting. The Company will give you a ballot when you arrive.
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•
|
Via the Internet
. You may vote by proxy via the Internet by following the instructions provided in the Notice.
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•
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By Telephone
. If you request printed copies of the proxy materials by mail, you may vote by proxy by calling the toll free number found on the proxy card.
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•
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By Fax
. If you request printed copies of the proxy materials by mail, you may vote by proxy by faxing your proxy to the number found on the proxy card.
|
•
|
By Mail
. If you request printed copies of the proxy materials by mail, you may vote by proxy by filling out the proxy card and returning it in the envelope provided.
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|
·
|
“
FOR
” each of the nominees to the Board of Directors (Proposal 1).
|
|
·
|
“
FOR
” the ratification of the Company’s 2012 Amended and Restated Equity Incentive Plan (Proposal 2).
|
|
·
|
“
FOR
” the ratification of the Company’s 2013 Equity Incentive Plan (Proposal 3).
|
|
·
|
“
FOR
” the ratification of the appointment of Squar, Milner, Peterson, Miranda & Williamson, LLP, as the Company’s independent auditors for the fiscal years ending January 31, 2014 and 2015 (Proposal 4).
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·
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“
FOR
” the approval of the non-binding advisory resolution approving the Company’s executive compensation (Proposal 5).
|
|
·
|
“
EVERY 3 YEARS
” for the proposal regarding an advisory vote on the frequency of the advisory vote on executive compensation (Proposal 6).
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·
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“
FOR
” the approval of the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies (Proposal 7).
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5% Stockholders
|
|||
Common Stock
|
Straight Path Capital
(4)
|
6,250,000
|
5.5%
|
Common Stock
|
Ironridge Global IV, Ltd. (5)
|
3,143,033 (6)
|
2.7%(6)
|
Common Stock
|
Mother Parkers Tea & Coffee Inc. (7)
|
11,893,779 (8)
|
9.99% (8)
|
Name
|
Position
|
Age
|
Brent Toevs
|
Chief Executive Officer and Director
|
48
|
Anh T. Tran
|
President, Chief Operating Officer, Secretary, Treasurer and Director
|
37
|
Name & Principal
Position
|
Year
|
Salary*
|
Bonus
|
Option
Awards
(1)
|
Stock
Awards
(1)
|
All Other
Compensation
|
Total
|
|||||||||||||||
Brent R. Toevs
|
2014
|
$
|
4,962
(2)
|
$
|
45,000
(3)
|
$
|
860,861
(4)
|
$
|
169,938
(2)
|
$
|
91,713
(8)
|
$
|
1,172,474
|
|||||||||
Chief Executive Officer (Principal Executive Officer)
|
2013
|
$
|
79,500
(2)
|
$
|
25,000
(3)
|
$
|
192,499
(4)
|
$
|
68,302
(2)
|
$
|
12,188
(8)
|
$
|
377,489
|
|||||||||
Anh T. Tran
|
2014
|
$
|
3,746
(5)
|
$
|
45,000
(6)
|
$
|
860,861
(7)
|
$
|
128,254
(5)
|
$
|
94,447
(9)
|
$
|
1,132,308
|
|||||||||
President, Chief Operating Officer, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
2013
|
$
|
60,000
(5)
|
$
|
25,000
(6)
|
$
|
384,998
(7)
|
$
|
54,000
(5)
|
$
|
-
|
$
|
523,998
|
|
* Represents the only consideration paid to Mr. Toevs or Mr. Tran in cash during the periods presented (other than expenses reimbursed in cash). The remainder of the consideration set forth above was paid in shares of common stock or options to purchase shares of common stock. Mr. Toevs and Mr. Tran have not exercised any of the stock options and have only sold a limited number of the shares of common stock that they were awarded.
|
(1)
|
Represents the aggregate grant/issuance date fair value of awards computed in accordance with FASB ASC Topic 718. See Note 1 to our financial statements included in the 2014 Annual Report for assumptions underlying the valuation of equity awards. These amounts do not represent the actual amounts paid to or realized by any of the Named Executive Officers during the respective periods.
|
|
|
(2)
|
A total of $169,938 of the compensation due to Mr. Toevs for the year ending January 31, 2014, was paid to Mr. Toevs by way of the issuance to Mr. Toevs of 482,483 shares of common stock, which were valued at between $0.30 and $0.45 per share.
A total of $68,302 of the compensation due to Mr. Toevs for the period from July 1, 2012 through January 31, 2013, was paid to Mr. Toevs by way of the issuance to Mr. Toevs of 541,393 shares of common stock, which were valued at between $0.10 and $0.16 per share. Mr. Toevs has only sold a limited number of these shares to date.
|
(3)
|
On December 26, 2013, the Board approved a $45,000 bonus to Mr. Toevs for services provided during fiscal 2014, all of which was paid through the issuance of 123,288 shares of the Company’s common stock (valued at $0.365 per share) on January 7, 2014.
On January 17, 2013, the Board approved a $25,000 bonus to Mr. Toevs for services provided during fiscal 2013, of which $10,000 was paid through the issuance of 62,500 shares of the Company’s common stock (valued at $0.16 per share) on January 17, 2013 and $15,000 which was paid by the way of the issuance of 48,387 shares of common stock (valued at $0.31 per share) in May 2014).
Mr. Toevs has only sold a limited number of these shares to date.
|
|
|
(4)
|
On September 10, 2013, the Board approved the grant of incentive stock options to Mr. Toevs, to purchase 2,000,000 shares of common stock at an exercise price of USD $0.46 per share, vesting annually in tranches of one-third of such options over a three-year period beginning August 1, 2013. On August 10, 2011, the Board approved the grant of incentive stock options to Mr. Toevs, to purchase 1,000,000 shares of common stock at an exercise price of USD $0.40 per share, vesting annually in tranches of one-third over a three-year period. Effective January 17, 2013, the options to purchase 666,667 shares of the Company’s common stock granted on August 10, 2011, which had not vested as of that date were cancelled, and the Company granted Mr. Toevs options to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.16 per share, which vest at the rate of 1/12th of such options per quarter (beginning March 31, 2013), and with a term of five years.
Mr. Toevs has not exercised any of these options to date.
|
|
|
(5)
|
A total of $128,254 of the compensation due to Mr. Tran for the year ending January 31, 2014, was paid to Mr. Tran by way of the issuance to Mr. Tran of 396,951 shares of common stock, which were valued at between $0.30 and $0.45 per share.
A total of $54,000 of the compensation due to Mr. Tran for the period from July 1, 2012 through January 31, 2013, was paid to Mr. Tran by way of the issuance to Mr. Tran of 423,929 shares of common stock, which were valued at between $0.10 and $0.16 per share.
Mr. Tran has only sold a limited number of these shares to date.
|
|
|
(6)
|
On December 26, 2013, the Board approved a $45,000 bonus to Mr. Tran for services provided during fiscal 2014, all of which was paid through the issuance of 123,288 shares of the Company’s common stock (valued at $0.365 per share) on January 7, 2014. On January 17, 2013, the Board approved a $25,000 bonus to Mr. Tran for services provided during fiscal 2013, of which $10,000 was paid through the issuance of 62,500 shares of the Company’s common stock (valued at $0.16 per share) on January 17, 2013 and $15,000 which was paid by the way of the issuance of 48,387 shares of common stock (valued at $0.31 per share) in May 2014). Mr. Tran
has only sold a limited number of these shares to date.
|
(7)
|
On September 10, 2013, the Board approved the grant of incentive stock options to Mr. Tran, to purchase 2,000,000 shares of common stock at an exercise price of USD $0.46 per share, vesting annually in tranches of one-third of such options over a three-year period beginning August 1, 2013.
On August 5, 2011, the Board approved the grant of incentive stock options to Mr. Tran, to purchase 2,000,000 shares of common stock at an exercise price of USD $0.40 per share, vesting annually in
tranches of one-third of such options
over a three-year period. Effective January 17, 2013, the options to purchase 1,333,333 shares of the Company’s common stock granted on August 5, 2011, which had not vested as of that date were cancelled, and the Company granted Mr. Tran options to purchase 2,000,000 shares of the Company’s common stock at an exercise price of $0.16 per share, which vest at the rate of 1/12th
of such options per quarter (beginning March 31, 2013), and with a term of five years. Mr. Tran has not exercised any of these options to date.
|
(8)
|
This amount represents the reimbursement of personal expenses incurred on behalf of the business as outlined in Mr. Toev’s employment agreement.
|
|
|
(9)
|
This amount represents the reimbursement of personal expenses incurred on behalf of the business as outlined in Mr. Tran’s employment agreement.
|
Name
|
Grant Date
|
Number of
Securities
Underlying
Options
|
Exercise Price
of Option
Awards
|
Grant Date
Fair Value of
Options
(1)
|
|||||
Brent R. Toevs
|
09/10/13
|
2,000,000
(2)
|
$0.46
|
$860,861
|
|||||
Anh T. Tran
|
09/10/13
|
2,000,000
(2)
|
$0.46
|
$860,861
|
(1)
|
Amounts in this column represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. See Note 1 to our financial statements included in the Annual Report for assumptions underlying the valuation of equity awards.
|
(2)
|
The options vest at the rate of 1/3rd of such options per year over a three-year period from August 1, 2013.
|
Plan Category
|
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(A)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(B)
|
Number of securities
available for future
issuance under equity
compensation plans
(excluding securities
reflected in column A)
(C)
|
|||||||||
Equity compensation plans approved by stockholders
|
-
|
$
|
-
|
-
|
||||||||
Equity compensation plans not approved by stockholders
|
17,160,000
|
0.35
|
20,756,465
|
|||||||||
Total
|
17,160,000
|
$
|
0.35
|
20,756,465
|
Option Awards
|
|||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Option
Exercise
Price
|
Option
Expiration
Date
|
|||||||||||
Brent R. Toevs
|
333,333 | - | $ | 0.40 |
08/10/17
|
||||||||||
333,333 | 666,667 | (1 | ) | $ | 0.16 |
1/17/18
|
|||||||||
- | 2,000,000 | (2 | ) | $ | 0.46 |
9/10/18
|
|||||||||
Anh T. Tran
|
666,667 | - | $ | 0.40 |
08/05/17
|
||||||||||
666,667 | 1,333,333 | (1 | ) | $ | 0.16 |
1/17/18
|
|||||||||
- | 2,000,000 | (2 | ) | $ | 0.46 |
9/10/18
|
(1)
|
The options vest at the rate of 1/12
th
of such options per quarter over a three-year period, beginning on March 31, 2013.
|
|
(2)
|
The options vest at the rate of 1/3
rd
of such options per year over a three-year period, beginning with the first vesting date on August 1, 2014.
|
NAME (1)
|
FEES EARNED
OR PAID IN
CASH ($)
|
OPTION
AWARDS ($)(1)
|
STOCK
AWARDS
($)(3)
|
ALL OTHER
COMPENSATION
($)
|
TOTAL ($)
|
||
Rohan A. Marley
|
$70,000*
|
$860,861 (2)
|
$50,000 (4)
|
-
|
$980,861
|
(1)
|
Amounts in this column represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. See Note 1 to our financial statements included in the Annual Report on Form 10-K for fiscal 2014 for assumptions underlying the valuation of equity awards.
|
|
(2)
|
As compensation for Board services, Mr. Marley was issued options on September 10, 2013, to purchase 2,000,000 shares of our common stock at an exercise price of $0.46 per share which vest at the rate of 1/3rd of such options per year over a three-year period, beginning on August 1, 2013.
|
|
(3)
|
Amounts in this column represent the aggregate issuance date fair value of stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. See also the narrative description of the options granted to Mr. Marley below.
|
|
(3)
|
A total of $50,000 of the compensation due to Mr. Marley for the year ended January 31, 2014, was paid to Mr. Marley by way of the issuance to Mr. Marley of 142,229 shares of common stock, which were valued at between $0.31 and $0.44 per share.
|
•
|
The Company believes that compensation is an integral component of its overall business and human resource strategies. The Company’s compensation plans will strive to promote the hiring and retention of personnel necessary to execute the Company’s business strategies and achieve its business objectives.
|
•
|
The Company’s compensation plans will be strategy-focused, competitive, and recognize and reward individual and group contributions and results. The Company’s compensation plans will strive to promote an alignment of the interests of employees with the interests of the stockholders by having a portion of compensation based on financial results and actions that will generate future stockholder value.
|
•
|
In order to reward financial performance over time, the Company’s compensation programs generally will consist of base compensation, and may also consist of short-term variable incentives and long-term variable incentives, as appropriate.
|
•
|
The Company’s compensation plans will be administered consistently and fairly to promote equal opportunities for the Company’s employees.
|
Name
|
Position
|
Date First Appointed as Director
|
Age
|
Rohan Marley
|
Chairman of Board
|
March 2008
|
41
|
Anh Tran
|
Director
|
May 2010
|
37
|
Brent Toevs
|
Director
|
August 2011
|
48
|
|
Rohan Marley has served as Chairman of the Board of Directors of the Company since March 2008. Mr. Marley is the son of late reggae artist Bob Marley and is heavily involved in all of the family businesses including Fifty-Six Hope Road Music, Bob Marley Music, Zion Rootswear as well as various land and resort holdings across the globe. Mr. Marley is also a part owner of and Director of Fifty-Six Hope Road.
From July 2010 to the present, Mr. Marley has served as Chairman of Marley Coffee, Ltd., a limited company formed under the laws of Jamaica in July 2010 with a principal place of business in Kingston, Jamaica. Marley Coffee is in the business of producing coffee and selling it through various distribution outlets including through Marley Coffee, LLC. Since February 2009, Mr. Marley has served as Co-Manager of MCL, which is in the business of producing coffee and selling it through various distribution outlets. From January 2006 to February 2009, Mr. Marley was an entrepreneur principally engaged in planning and developing the business plan for MCL and the Marley Coffee brand. Mr. Marley has been in the coffee business since 1999 when he bought a farm in the Blue Mountain region of Jamaica and began his career in the business of organic coffee farming. In addition, during the past 15 years, Mr. Marley has been deeply involved in Marley family businesses which seek to spread the message of his father, music icon, Bob Marley, through numerous product distribution and co-branding arrangements and other strategic alliances. In 2004, Mr. Marley founded Tuff Gong Clothing, a privately held clothing designer. Mr. Marley believes strongly in giving back to human causes and communities in need. To help promote happiness and prosperity, Marley Coffee created and continues to support the Kicks For Cause Foundation, a youth soccer program that helps enrich and inspire the lives of underprivileged children. Mr. Marley’s leadership in creating the vision for the Company and his experience helping run his family’s businesses are of great value to the board.
|
|
Anh Tran began working for the Company in February 2010, and has served as President, Chief Financial Officer, Secretary, Treasurer and director of the Company since May 2010. Mr. Tran also served as Chief Executive Officer of the Company from May 2010 to August 2011. From January 2005 to February 2010, Mr. Tran served as the chief executive officer of Greencine.com, an online independent movie distribution service. During his tenure with Greencine.com, Mr. Tran led the company to numerous awards and was one of the first in its field to distribute paid content online. Prior to that, he was a technology strategy consultant for Arthur Andersen. Mr. Tran was involved with business process reengineering for Fortune 500 technology companies and worked closely with corporate executives to strategically plan for the future. As a consultant for Arthur Andersen, Mr. Tran worked on Siebel Systems’ customer relationship management implementations. Mr. Tran received a fellowship at the prestigious Coro Fellowship Program in San Francisco and holds a B.A. from the University of California at Los Angeles. As our President, Chief Financial Officer, Secretary and Treasurer, Mr. Tran has extensive experience leading start-up companies. He also has a history of working with consumer products and international markets and utilizes those experiences to run the day to day operation of the Company as well as to work to grow the Company on an international level. Mr. Tran’s experience with the Company’s operations and his ability to provide operational insight led the board to conclude that Mr. Tran should serve as a director.
|
|
Brent Toevs has served as Chief Executive Officer and director of the Company since August 2011. From 2001 to 2011, Mr. Toevs was co-founder and partner of National Coffee Service & Vending (NCSV), a consulting firm providing sales agents and consultants in the office coffee and foodservice industries. NCSV represents and directs sales nationally and regionally for numerous coffee brands. From 1999 to 2001, Mr. Toevs served as the Vice President of Sales for USRefresh Coffee & Vending where he was responsible for OCS sales and marketing in the United States and Canada. From 1996 to 1999, Mr. Toevs held senior positions of increasing responsibility at USRefresh at its headquarters in Ottawa, Ontario. While at USRefresh, Mr. Toevs served as the Vice President of Sales where he oversaw sales, marketing and customer service and established the Canadian division for the parent company and in sales management where he expanded sales and increased sales revenue. As our Chief Executive Officer, Mr. Toevs is directly involved in all aspects of our operations. Mr. Toevs’ extensive experience in corporate business development within the coffee foodservice industry, in addition to executive leadership and management experience, provides valuable insight to the Board of Directors.
|
Fiscal Year Ended January 31,
|
||||||||
2014
|
2013
|
|||||||
Audit fees
(1)
|
$
|
87,500
|
$
|
46,505
|
||||
Audit-related fees
(2)
|
-0-
|
-0-
|
||||||
Tax fees
(3)
|
10,423
|
29,133
|
||||||
All other fees
|
-0-
|
-0-
|
||||||
Total fees
|
$
|
97,923
|
$
|
75,638
|
(1)
|
Audit fees include professional services rendered for the audit and/or reviews of our financial statements and in connection with statutory and regulatory filings or engagements.
|
|
(2)
|
Audit-related fees include assurance and related services that were reasonably related to the performance of the audit or review of our financial statements that are not included under footnote (1) above.
|
|
(3)
|
Tax fees include professional services relating to preparation of the annual tax return.
|
•
|
Competition Among Peers
.
The Board believes that our compensation program should reflect the competitive recruiting and retention conditions in the Company’s industry, so that we can attract, motivate and retain top industry talent.
|
|
•
|
Accountability for Our Performance
.
The Board also believes that our compensation program should be tied in part to our financial and operational performance, so that our executive officers are held accountable through their compensation for the performance of the Company based on our achievement of certain pre-determined financial and operational goals.
|
|
•
|
Accountability for Individual Performance
.
In addition, the Board believes that our compensation program should be tied in part to the executive officer’s achievement of pre-determined individual performance goals, to encourage and promote individual contributions to the Company’s overall performance.
|
|
•
|
Alignment with Stockholder Interests
.
Moreover, the Board believes that our compensation program should be tied in part to our stock price performance through the grant of stock options and stock awards, to further align our executive officers’ interests with those of our stockholders.
|
(a)
|
No officer or director of the Company has any substantial interest in the matters to be acted upon, other than his role as an officer or director of the Company.
|
(b)
|
No director of the Company has informed the Company that he intends to oppose the action taken by the Company set forth in this proxy statement.
|
By Order of the Board of Directors:
|
|
Rohan Marley
|
|
Chairman
May 30, 2014
|
|
MAIL:
|
Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.
|
|
FAX:
|
Complete the reverse portion of this Proxy Card and Fax to
202-521-3464.
|
||
INTERNET:
|
https://www.iproxydirect.com/JAMN
|
||
PHONE:
|
1-866-752-VOTE(8683)
|
(Print Name of Stockholder and/or Joint Tenant)
|
|
(Signature of Stockholder)
|
|
(Second Signature if held jointly)
|
1.
|
Purposes of the Plan
. Jammin Java Corp., a Nevada corporation (the “
Company
”) hereby establishes the JAMMIN JAVA CORP. AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN (the “
Plan
”). The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants, and to promote the long-term growth and profitability of the Company. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares as the Administrator may determine. This Amended and Restated 2012 Equity Incentive Plan, amends, and restates the 2012 Equity Incentive Plan adopted by the Company’s Board of Directors in October 2012, provided that the adoption of this Amended and Restated Plan shall have no effect on any outstanding grants, issuances or awards granted or issued under the Plan.
|
|
a.
|
Stock Subject to the Plan
. Subject to the provisions of
Section 13
, the maximum aggregate number of Shares that may be issued under the Plan is twelve million (12,000,000) Shares. The Shares may be authorized but unissued, or reacquired Common Stock.
|
|
b.
|
Lapsed Awards
. If an Award expires or becomes unexercisable without having been exercised in full or, with respect to Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units, is forfeited in whole or in part to the Company, the unpurchased Shares (or for Awards other than Options and SARs, the forfeited or unissued Shares) which were subject to the Award will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to SARs, only Shares actually issued pursuant to a SAR will cease to be available under the Plan; all remaining Shares subject to the SARs will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to
|
|
c.
|
Share Reserve
. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.
|
|
a.
|
Procedure
. The Plan shall be administered by the Board or a Committee (or Committees) appointed by the Board, which Committee shall be constituted to comply with Applicable Laws. If and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the Administrator and the membership of any committee acting as Administrator the requirements regarding: (i) “
nonemployee directors
” within the meaning of Rule 16b-3 under the Exchange Act; (ii) “
independent directors
” as described in the listing requirements for any stock exchange on which Shares are listed; and (iii)
Section 15(b)(i)
of the Plan, if the Company pays salaries for which it claims deductions that are subject to the Code section 162(m) limitation on its U.S. tax returns. The Board may delegate the responsibility for administering the Plan with respect to designated classes of eligible Participants to different committees consisting of two or more members of the Board, subject to such limitations as the Board or the Administrator deems appropriate. Committee members shall serve for such term as the Board may determine, subject to removal by the Board at any time.
|
|
b.
|
Powers of the Administrator
. Subject to the provisions of the Plan and the approval of any relevant authorities, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:
|
7.
|
Restricted Stock
.
|
8.
|
Restricted Stock Units
.
|
9.
|
Stock Appreciation Rights
.
|
10.
|
Performance Units and Performance Shares and Stock Awards
.
|
11.
|
Leaves of Absence/Transfer Between Locations
. Unless the Administrator provides otherwise or as required by Applicable Laws, vesting of Awards will be suspended during any unpaid leave of absence. An Employee will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary.
|
12.
|
Transferability of Awards
. Unless determined otherwise by the Administrator, an Award 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 Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.
|
15.
|
Provisions Applicable In the Event the Company or the Service Provider is Subject to U.S. Taxation
.
|
|
a.
|
Grant of Incentive Stock Options
. If the Administrator grants Options to Employees subject to U.S. taxation, the Administrator may grant such Employee an ISO and the following terms shall also apply:
|
|
b.
|
Performance-based Compensation
. If the Company pays salaries for which it claims deductions that are subject to the Code section 162(m) limitation on its U.S. tax returns, then the following terms shall be applied in a manner consistent with the requirements of, and only to the extent required for compliance with, the exclusion from the limitation on deductibility of compensation under Code Section 162(m):
|
|
c.
|
Stock Options and SARs Exempt from Code section 409A
. If the Administrator grants Options or SARs to Employees subject to U.S. taxation the Administrator may not modify or amend the Options or SARs to the extent that the modification or amendment adds a feature allowing for additional deferral within the meaning of Code section 409A.
|
16.
|
No Effect on Employment or Service
. Neither the Plan nor any Award will confer upon any Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company or any Parent or Subsidiary of the Company, nor will they interfere in any way with the Participant’s right or the Company’s or its Parent’s or Subsidiary’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.
|
17.
|
Effective Date
. The Plan’s effective date is the date on which it is adopted by the Board. The grant of ISOs is subject to approval by the Company’s shareholders either twelve (12) months before or after the date that the Board adopts the Plan. Shareholder approval is to be obtained in accordance with the Company’s certificate of incorporation and bylaws, and applicable laws. The Administrator may grant ISOs prior to shareholder approval, but until the Company obtains this approval, a grantee shall not exercise them. If the Company does not timely obtain shareholder approval, a grantee may exercise previously granted ISOs as Nonqualified Stock Options.
|
18.
|
Term of Plan
. The Plan will terminate 10 years following the earlier of (i) the date it was adopted by the Board or (ii) the date it became effective upon approval by stockholders of the Company, unless sooner terminated by the Board pursuant to
Section 19
.
|
21.
|
Inability to Obtain Authority
. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.
|
22.
|
Repricing Prohibited; Exchange And Buyout of Awards
. The repricing of Options or SARs is prohibited without prior stockholder approval. The Administrator may authorize the Company, with prior stockholder approval and the consent of the respective Participants, to issue new Option or SAR Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Administrator may at any time repurchase Options with payment in cash, Shares or other consideration, based on such terms and conditions as the Administrator and the Participant shall agree.
|
23.
|
Substitution and Assumption of Awards
. The Administrator may make Awards under the Plan by assumption, substitution or replacement of performance shares, phantom shares, stock awards, stock options, stock appreciation rights or similar awards granted by another entity (including an Parent or Subsidiary), if such assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition, merger, consolidation or similar transaction involving the Company (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate). The Administrator may also make Awards under the Plan by assumption, substitution or replacement of a similar type of award granted by the Company prior to the adoption and approval of the Plan. Notwithstanding any provision of the Plan (other than the maximum number of shares of Common Stock that may be issued under the Plan), the terms of such assumed, substituted or replaced Awards shall be as the Administrator, in its discretion, determines is appropriate.
|
24.
|
Governing Law
. The Plan and all Agreements shall be construed in accordance with and governed by the laws of the State of California.
|
1.
|
Purposes of the Plan
. Jammin Java Corp., a Nevada corporation (the “
Company
”) hereby establishes the JAMMIN JAVA CORP. 2013 EQUITY INCENTIVE PLAN (the “
Plan
”). The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants, and to promote the long-term growth and profitability of the Company. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares as the Administrator may determine.
|
|
a.
|
Stock Subject to the Plan
. Subject to the provisions of
Section 13
, the maximum aggregate number of Shares that may be issued under the Plan is twelve million (12,000,000) Shares. The Shares may be authorized but unissued, or reacquired Common Stock.
|
|
b.
|
Lapsed Awards
. If an Award expires or becomes unexercisable without having been exercised in full or, with respect to Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units, is forfeited in whole or in part to the Company, the unpurchased Shares (or for Awards other than Options and SARs, the forfeited or unissued Shares) which were subject to the Award will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to SARs, only Shares actually issued pursuant to a SAR will cease to be available under the Plan; all remaining Shares subject to the SARs will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares withheld by the Company to pay the exercise price of an Award or to satisfy tax withholding obligations with respect to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in
|
|
c.
|
Share Reserve
. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.
|
|
a.
|
Procedure
. The Plan shall be administered by the Board or a Committee (or Committees) appointed by the Board, which Committee shall be constituted to comply with Applicable Laws. If and so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the Administrator and the membership of any committee acting as Administrator the requirements regarding: (i) “
nonemployee directors
” within the meaning of Rule 16b-3 under the Exchange Act; (ii) “
independent directors
” as described in the listing requirements for any stock exchange on which Shares are listed; and (iii)
Section 15(b)(i)
of the Plan, if the Company pays salaries for which it claims deductions that are subject to the Code section 162(m) limitation on its U.S. tax returns. The Board may delegate the responsibility for administering the Plan with respect to designated classes of eligible Participants to different committees consisting of two or more members of the Board, subject to such limitations as the Board or the Administrator deems appropriate. Committee members shall serve for such term as the Board may determine, subject to removal by the Board at any time.
|
|
b.
|
Powers of the Administrator
. Subject to the provisions of the Plan and the approval of any relevant authorities, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:
|
5.
|
Eligibility
. NSOs, Restricted Stock, Restricted Stock Units, SARs, Performance Units, Performance Shares and Stock Awards may be granted to Service Providers. ISOs may be granted as specified in
Section 15(a)
.
|
7.
|
Restricted Stock
.
|
10.
|
Performance Units and Performance Shares and Stock Awards
.
|
11.
|
Leaves of Absence/Transfer Between Locations
. Unless the Administrator provides otherwise or as required by Applicable Laws, vesting of Awards will be suspended during any unpaid leave of absence. An Employee will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary.
|
12.
|
Transferability of Awards
. Unless determined otherwise by the Administrator, an Award 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 Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.
|
15.
|
Provisions Applicable In the Event the Company or the Service Provider is Subject to U.S. Taxation
.
|
|
a.
|
Grant of Incentive Stock Options
. If the Administrator grants Options to Employees subject to U.S. taxation, the Administrator may grant such Employee an ISO and the following terms shall also apply:
|
|
b.
|
Performance-based Compensation
. If the Company pays salaries for which it claims deductions that are subject to the Code section 162(m) limitation on its U.S. tax returns, then the following terms shall be applied in a manner consistent with the requirements of, and only to the extent required for compliance with, the exclusion from the limitation on deductibility of compensation under Code Section 162(m):
|
|
c.
|
Stock Options and SARs Exempt from Code section 409A
. If the Administrator grants Options or SARs to Employees subject to U.S. taxation the Administrator may not modify or amend the Options or SARs to the extent that the modification or amendment adds a feature allowing for additional deferral within the meaning of Code section 409A.
|
16.
|
No Effect on Employment or Service
. Neither the Plan nor any Award will confer upon any Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company or any Parent or Subsidiary of the Company, nor will they interfere in any way with the Participant’s right or the Company’s or its Parent’s or Subsidiary’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.
|
17.
|
Effective Date
. The Plan’s effective date is the date on which it is adopted by the Board. The grant of ISOs is subject to approval by the Company’s shareholders either twelve (12) months before or after the date that the Board adopts the Plan. Shareholder approval is to be obtained in accordance with the Company’s certificate of incorporation and bylaws, and applicable laws. The Administrator may grant ISOs prior to shareholder approval, but until the Company obtains this approval, a grantee shall not exercise them. If the Company does not timely obtain shareholder approval, a grantee may exercise previously granted ISOs as Nonqualified Stock Options.
|
18.
|
Term of Plan
. The Plan will terminate 10 years following the earlier of (i) the date it was adopted by the Board or (ii) the date it became effective upon approval by stockholders of the Company, unless sooner terminated by the Board pursuant to
Section 19
.
|
21.
|
Inability to Obtain Authority
. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.
|
22.
|
Repricing Prohibited; Exchange And Buyout of Awards
. The repricing of Options or SARs is prohibited without prior stockholder approval. The Administrator may authorize the Company, with prior stockholder approval and the consent of the respective Participants, to issue new Option or SAR Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Administrator may at any time repurchase Options with payment in cash, Shares or other consideration, based on such terms and conditions as the Administrator and the Participant shall agree.
|
23.
|
Substitution and Assumption of Awards
. The Administrator may make Awards under the Plan by assumption, substitution or replacement of performance shares, phantom shares, stock awards, stock options, stock appreciation rights or similar awards granted by another entity (including an Parent or Subsidiary), if such assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition, merger, consolidation or similar transaction involving the Company (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate). The Administrator may also make Awards under the Plan by assumption, substitution or replacement of a similar type of award granted by the Company prior to the adoption and approval of the Plan. Notwithstanding any provision of the Plan (other than the maximum number of shares of Common Stock that may be issued under the Plan), the terms of such assumed, substituted or replaced Awards shall be as the Administrator, in its discretion, determines is appropriate.
|
24.
|
Governing Law
. The Plan and all Agreements shall be construed in accordance with and governed by the laws of the State of California.
|
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