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Delaware
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87-0398271
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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500 West Wilson Bridge Road, Suite 140
Worthington, Ohio
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43085
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(Address of principal executive offices)
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(Zip Code)
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The purpose of the Equity Plan is to provide officers, other employees and directors of, and consultants to, the Company and its subsidiaries an incentive (a) to enter into and remain in the service of the Company or its subsidiaries, (b) to enhance the long-term performance of the Company and its subsidiaries, and (c) to acquire a proprietary interest in the success of the Company and its subsidiaries.
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The Equity Plan will be administered by a committee of the Board comprised of no fewer than two members of the Board. In the absence of a Committee, the Board will administer the Plan and all references to the “Committee” will be deemed to refer to the “Board.”
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The Committee will determine who receives awards, the type and amount of awards, the consideration, if any, to be paid for awards, the timing of awards and the terms and conditions of awards.
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The types of awards which the Committee will be able to grant under the Equity Plan include stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares or performance units and stock awards.
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The Committee may grant stock options that (i) qualify as incentive stock options under Section 422A of the Internal Revenue Code of 1986, as amended (the “Code”) subject to prior shareholder approval of the Equity Plan, (ii) do not qualify as incentive stock options, or (iii) both. To qualify as an incentive stock option, an option must meet certain requirements set forth in the Code.
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Stock options and all other equity-based awards will be evidenced by a separate award agreement in the form approved by the Committee.
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Stock options will be exercisable and restricted stock grants will vest at such time or times as the Committee determines at the time of grant. In general, restricted stock is non-transferable prior to vesting.
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The exercise price of a stock option granted under the Equity Plan may not be less than 100% of the fair market value of the Company’s Common Stock on the date the stock option is granted, except that with respect to an incentive stock option granted to a 10% stockholder, the exercise price may not be less than 110% of the fair market value of the Company’s Common Stock on the date of grant.
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The term of each stock option will be fixed by the Committee and may not exceed ten years from the date the stock option is granted.
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The Committee may determine and provide in the applicable award agreement that vesting or other terms of an award may be accelerated in the event of change of control (as defined in the Equity Plan) of the Company.
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Non-employee directors will be entitled to receive all types of awards under the Equity Plan, and each non-employee director will be automatically granted a non-qualified stock option to purchase 25,000 shares of Common Stock on May 1 of each year, if as of such date, such non-employee director will have served on the Board for at least three months, which option shall become exercisable one year from the date of grant and which option shall expire five years from the date of grant.
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Exhibit Number
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Description
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10.1*
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Midwest Energy Emissions Corp. 2014 Equity Incentive Plan.
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Midwest Energy Emissions Corp.
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Date: January 16, 2014
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By:
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/s/ Richard H. Gross
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Richard H. Gross
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Chief Financial Officer
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