Pursuant to a resolution of the Board of Directors, passed at a meeting on _________________, the following shall constitute the terms and conditions of the Employee Stock Option Plan (ESOP) of the corporation; the intent of the plan being to allow the corporation to issue incentive stock options under the relevant regulations of the Internal Revenue Code: The maximum number of shares, which may be made subject to options under this plan, shall be. The plan shall be administered by a committee entitled the ___________________ Corporation ESOP plan. Such committee shall consist of ___________________ members, appointed by the Board of Directors. Such committee shall consist solely of directors who are not eligible to participate in the plan, and further, were not eligible to participate in the plan within the year prior to their appointment, and shall have the following duties and obligations: To determine the employees of the corporation who shall be entitled to participate in the plan; To determine such rules and regulations as may be necessary to administer the plan; The committee shall meet from time to time in its discretion, and may employ such legal, accounting and other staff as the committee may determine are necessary to properly discharge it duties….
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