Exhibit 99.01
Freedom Holding Corp.
2018 Equity Incentive Plan
Section
1. Purpose; Definitions
1.1
Purpose. The purpose of the Freedom Holding Corp. 2018 Equity
Incentive Plan is to provide a means whereby Freedom Holding Corp.,
a Nevada corporation (the “Corporation”), may attract
able persons to remain in or to enter the employ of the
Corporation, a Parent Corporation, or a Subsidiary and to provide a
means whereby those employees, directors, officers, and other
individuals or entities upon whom the responsibilities of the
successful administration, management, planning, and/or
organization of the Corporation may rest, and whose present and
potential contributions to the welfare of the Corporation, a Parent
Corporation or a Subsidiary are of importance, can acquire and
maintain stock ownership, thereby strengthening their concern for
the long-term welfare of the Corporation. A further purpose of the
Plan is to provide such employees and individuals or entities with
additional incentive and reward opportunities designed to enhance
the profitable growth of the Corporation over the long term.
Accordingly, the Plan provides for granting Common Stock, Incentive
Stock Options, options which do not constitute Incentive Stock
Options, or any combination of the foregoing, as is best suited to
the circumstances of the particular employees and individuals or
entities as provided herein.
1.2
Definitions. The following definitions shall be applicable during
the term of the Plan unless specifically modified by any
paragraph:
(a)
“Award” means, individually or collectively, or Option
granted pursuant to the Plan.
(b)
“Board” means the board of directors of the Corporation
or the Compensation Committee, as designated by the
Board.
(c)
“Change of Control Value” means the amount determined
in Clause (i), (ii) or (iii), whichever is applicable, as
follows:
(i) the per share
price offered to stockholders of the Corporation in any merger,
consolidation, sale or assets or dissolution
transaction;
(ii) the price per
share offered to stockholders of the corporation in any tender
offer or exchange offer whereby a Corporate Change takes place;
or
(iii)
if a Corporate Change occurs other than as described in Clause (i)
or Clause (ii), the fair market value per share determined by the
Board as of the date determined by the Board to be the date of
cancellation and surrender of an Option.
If the
consideration offered to stockholders of the Corporation in any
transaction described in this Paragraph or Sections 7.4 and 7.5
consists of anything other than cash, the Board shall determine the
fair cash equivalent of the portion of the consideration offered
which is other than cash.
(d)
“Code” means the Internal Revenue Code of 1986, as
amended. Reference in the Plan to any Section of the Code shall be
deemed to include any amendments or successor provisions to such
Section and any regulations under such Section.
(e)
“Common Stock” means the common stock of the
Corporation.
(f)
“Corporation” means Freedom Holding Corp.
(g)
“Corporate Change” means one of the following
events:
(i)
the merger, consolidation or other reorganization of the
Corporation in which the outstanding Common Stock is converted into
or exchanged for a different class of securities of the
Corporation, a class of securities of any other issuer (except a
Subsidiary or Parent Corporation), cash or other property other
than:
(A)
a merger, consolidation or reorganization of the Corporation which
would result in the voting stock of the Corporation outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity), in combination with the ownership of any
trustee or other fiduciary holding securities under an employee
benefit plan of the Corporation, at least fifty percent (50%) of
the combined voting power of the voting stock of the Corporation or
such surviving entity outstanding immediately after such merger,
consolidation or reorganization of the Corporation, or
(B)
a merger, consolidation or reorganization of the Corporation
effected to implement a recapitalization of the Corporation (or
similar transaction) in which no person acquires more than
forty-nine percent (49%) of the combined voting power of the
Corporation’s then outstanding stock;
(ii)
the sale, lease or exchange of all or substantially all of the
assets of the Corporation to any other corporation or entity
(except a Subsidiary or Parent Corporation);
(iii)
the adoption by the stockholders of the Corporation of a plan of
liquidation and dissolution;
(iv)
the acquisition (other than acquisition pursuant to any other
clause of this definition) by any person or entity, including
without limitation a “group” as contemplated by Section
13(d)(3) of the Exchange Act, of beneficial ownership, as
contemplated by such Section, of more than twenty-five percent
(25%) (based on voting power) of the Corporation’s
outstanding capital stock or acquisition by a person or entity who
currently has beneficial ownership which increases such
person’s or entity’s beneficial ownership to fifty
percent (50%) or more (based on voting power) of the
Corporation’s outstanding capital stock; or
(v)
as a result of or in connection with a contested election of
directors, the persons who were directors of the Corporation before
such election shall cease to constitute a majority of the
Board.
Notwithstanding the
provisions of clause (iv) above, a Corporate Change shall not be
considered to have occurred upon the acquisition (other than
acquisition pursuant to any other clause of the preceding sentence)
by any person or entity, including without limitation a
“group” as contemplated by Section 13(d)(3) of the
Exchange Act, of beneficial ownership, as contemplated by such
Section, of more than twenty-five percent (25%) (based on voting
power) of the Corporation’s outstanding capital stock or the
requisite percentage to increase their ownership to fifty percent
(50%) resulting from a public offering of securities of the
Corporation under the Securities Act of 1933, as
amended.
(h)
“Designated Officer” means an officer of the
Corporation, such as the President, Chief Executive Officer or
Chief Financial Officer, who is given authority by the Board to
grant options or make stock grants under the Plan, as approved by
the Board. If for any reason the Board has not granted its
authority to a designated officer, then the Board will act as the
Designated Officer and any reference herein to the Designated
Officer will then reference the Board.
(i)
“Exchange Act” means the Securities Exchange Act of
1934, as amended.
(j)
“Fair Market Value” means, as of any specified date,
the closing price of the Common Stock on a nationally recognized
securities exchange (or, if the Common Stock is not listed on such
exchange, such other nationally recognized securities exchange on
which the Common Stock is then listed) on that date, or if no
prices are reported on that date, on the last preceding date on
which such prices of the Common Stock are so reported. If the
Common Stock is not then listed on any nationally recognized
securities exchange but is traded over the counter at the time
determination of its Fair Market Value is required to be made
hereunder, its Fair Market Value shall be deemed to be equal to the
average between the reported high and low sales prices of Common
Stock on the most recent date on which Common Stock was publicly
traded. If the Common Stock is not publicly traded at the time a
determination of its value is required to be made hereunder, the
determination of its Fair Market Value shall be made by the Board
in such manner as it deems appropriate (such determination will be
made in good-faith as required by Section 422(c)(1) of the Code and
may be based on the advice of an independent investment banker or
appraiser recognized to be expert in making such valuations). In no
event shall Fair Market Value be less than the par value of the
stock.
(k)
“Grant” means individually or collectively, any Common
Stock granted pursuant to the Plan.
(l)
“Grantee” means an employee, director, officer,
consultant, other individual or entity who has been granted Common
Stock pursuant to the Plan.
(m)
“Holder” means an individual or entity who has been
granted an Award of Grant.
(n)
“Incentive Stock Option” means an Option within the
meaning of Section 422 of the Code.
(o)
“Option” means an Award granted under Section 6 of the
Plan and includes both Incentive Stock Options to purchase Common
Stock and Options which do not constitute Incentive Stock Options
to purchase Common Stock.
(p)
“Option Agreement” means a written agreement between
the Corporation and an Optionee with respect to an
Option.
(q)
“Optionee” means an employee, director, officer,
consultant, other individual or entity who has been granted an
Option.
(r)
“Parent Corporation” shall have the meaning set forth
in Section 424(e) of the Code.
(s)
“Plan” means the Freedom Holding Corp. 2018 Equity
Incentive Plan.
(t)
“Rule 16b-3” means Rule 16b-3 of the General Rules and
Regulations of the Securities and Exchange Commission under the
Exchange Act, as such rule is currently in effect or as hereafter
modified or amended.
(u)
“Securities Act” means the Securities Act of 1933, as
amended.
(v)
“Subsidiary” means a company (whether a corporation,
partnership, joint venture or other form of entity) in which the
Corporation, or a corporation in which the Corporation owns a
majority of the shares of capital stock, directly or indirectly,
owns an equity interest of fifty percent (50%) or more, except
solely with respect to the issuance of Incentive Stock Options the
term “Subsidiary” shall have the same meaning as the
term “subsidiary corporation” as defined in Section
424(f) of the Code.
Section
2. Effective Date and Duration of the Plan
The
Plan shall be effective as of such date designated by the Board,
provided that the Plan is approved by the stockholders of the
Corporation within twelve (12) months before or thereafter and on
or prior to the date of the first annual meeting of stockholders of
the Corporation held subsequent to the acquisition of an equity
security by a Holder hereunder for which exemption is claimed under
Rule 16b-3. Notwithstanding any provision of the Plan or of any
Option Agreement, no Option shall be exercisable and no Common
Stock may be granted prior to such stockholder approval. The Plan
shall be terminated and no further Awards or Common Stock may be
granted under the Plan after ten (10) years from the date of the
Plan is adopted by the Board or the date the Plan is approved by
the Corporation’s shareholders, whichever is earlier. Subject
to the provisions of Section 8, the Plan shall remain in effect
until all Options granted under the Plan have been exercised or
have expired by reason of lapse of time and all restrictions
imposed upon restricted stock awards have lapsed. Any option
exercised before shareholder approval is obtained must be rescinded
if shareholder approval is not obtained within twelve (12) months
before or after the Plan is adopted. Such shares shall not be
counted in determining whether such approval is
granted.
Section
3. Administration
3.1
Administration of Plan by the Board. The Plan shall be administered
by the Board in compliance with Rule 16b-3. Members of the Board
shall abstain from participating in and deciding matters which
directly affect their individual ownership interests under the
Plan.
3.2
Powers. Subject to the terms of the Plan, the Board shall designate
one or several Designated Officers who shall have responsibility to
propose to the Board which employees, officers, directors,
consultants, other individuals or entities shall receive an Award
or Grant, the time or times when such Award or Grant shall be made,
whether Common Stock, an Incentive Stock Option or nonqualified
Option shall be granted and the number of shares of Common Stock
which may be issued under each Option. In making such
determinations, the Designated Officer may take into account the
nature of the services rendered by these individuals, their present
and potential contribution to the success of the Corporation, a
Parent Corporation or a Subsidiary, and such other factors as the
Board in its discretion shall deem relevant. The Designated
Officers shall execute on behalf of the Corporation each Award or
Grant on the terms established and approved by the
Board.
3.3
Additional Powers. The Board shall have such additional powers as
are delegated to it by the other provisions of the Plan. Subject to
the express provisions of the Plan, the Board is authorized in its
sole discretion, exercised in a nondiscriminatory manner, to
construe and interpret the Plan and the respective agreements
executed thereunder, to prescribe such rules and regulations
relating to the Plan as it may deem advisable to carry out the
Plan, and to determine the terms, restrictions and provisions of
each Award or Grant, including such terms, restrictions and
provisions as shall be requisite in the judgment of the Board to
cause designated Options to qualify as Incentive Stock Options, and
to make all other determinations necessary or advisable for
administering the Plan. The Board may correct any defect or supply
any omission or reconcile any inconsistency in any agreement
relating to an Award or Grant in the manner and to the extent it
shall deem expedient to carry it into effect. The determination of
the Board on the matters referred to in this Section 3 shall be
conclusive.
3.4
Compliance With Code Section 162(m). In the event the Corporation,
a Parent Corporation or a Subsidiary becomes a “publicly-held
corporation” as defined in Section 162(m)(2) of the Code, the
Corporation may establish a committee of outside directors meeting
the requirements of Code Section 162(m) to (i) approve the grant of
Options which might reasonably be anticipated to result in the
payment of employee remuneration that would otherwise exceed the
limit on employee remuneration deductible for income tax purposes
by the Corporation pursuant to Code Section 162(m) and (ii)
administer the Plan. In such event, the powers reserved to the
Board in the Plan shall be exercised by such compensation
committee. In addition, Options under the Plan shall be granted
upon satisfaction of the conditions to such grants provided
pursuant to Code Section 162(m) and any Treasury Regulations
promulgated thereunder.
Section
4. Grant of Options and Stock Subject to the Plan
4.1
Award Limits. A Designated Officer may from time to time grant
Awards and/or make Grants to one or more employees, directors,
officers, individuals or entities determined by him or her to be
eligible for participation in the Plan in accordance with the
provisions of Section 5 of the Plan. The aggregate number of shares
of Common Stock that may be issued under the Plan shall not exceed
5,000,000 common shares. The aggregate number of shares of Common
Stock that may be issued to any Holder and/or granted to any
Grantee under the Plan shall not exceed twenty percent (20%) of the
aggregate number of shares referred to in the preceding sentence.
The total number of shares issuable upon exercise of all
outstanding Options shall not exceed a number of shares which is
equal to thirty percent (30%) of the then outstanding shares of the
Corporation. Any of such shares which remain unissued and which are
not subject to outstanding Options and/or Grants at the termination
of the Plan shall cease to be subject to the Plan but, until
termination of the Plan, the Corporation shall at all times reserve
a sufficient number of shares to meet the requirements of the Plan.
Shares shall be deemed to have been issued under the Plan only to
the extent actually issued and delivered pursuant to an Award or
Grant. To the extent that an Award or Grant lapses or the rights of
its Holder or Grantee terminate, any shares of Common Stock subject
to such Award or Grant shall again be available for the grant of an
Award or making of a Grant. The aggregate number of shares which
may be issued under the Plan shall be subject to adjustment in the
same manner as provided in Section 7 of the Plan with respect
to shares of Common Stock subject to Options then outstanding.
Separate stock certificates shall be issued by the Corporation for
those shares acquired pursuant to a Grant, the exercise of an
Incentive Stock Option and for those shares acquired pursuant to
the exercise of any Option which does not constitute an Incentive
Stock Option.
4.2
Stock Offered. The stock to be offered pursuant to an Award or
Grant may be authorized but unissued Common Stock or Common Stock
previously issued and outstanding and reacquired by the
Corporation.
Section
5. Eligibility
An
Incentive Stock Option Award made pursuant to the Plan may be
granted only to an individual who, at the time of grant, is an
employee of the Corporation, a Parent Corporation or a Subsidiary.
An Award of an Option which is not an Incentive Stock Option or a
Grant of Common Stock may be made to an individual or entity who,
at the time of Award or Grant, is an employee of the Corporation, a
Parent Corporation or a Subsidiary, or to an individual or entity
who has been identified by the Board or Designated Officer to
receive an Award or Grant due to their contribution or service to
the Corporation, including members of the Board of Directors of the
Corporation, a Parent Corporation or a Subsidiary. An Award or
Grant made pursuant to the Plan may be made on more than one
occasion to the same person, and such Award or Grant may include a
Common Stock Grant, an Incentive Stock Option, an Option which is
not an Incentive Stock Option, or any combination thereof. Each
Award or Grant shall be evidenced by a written instrument duly
executed by or on behalf of the Corporation.
Section
6. Stock Options / Grants
6.1
Stock Option Agreement. Each Option shall be evidenced by an Option
Agreement between the Corporation and the Optionee which shall
contain such terms and conditions as may be approved by the Board
and agreed upon by the Holder. The terms and conditions of the
respective Option Agreements need not be identical. Each Option
Agreement shall specify the effect of termination of employment,
total and permanent disability, retirement or death on the
exercisability of the Option. Under each Option Agreement, a Holder
shall have the right to appoint any individual or legal entity in
writing as his or her beneficiary under the Plan in the event of
his death. Such designation may be revoked in writing by the Holder
at any time and a new beneficiary may be appointed in writing on
the form provided by the Board for such purpose. In the absence of
such appointment, the beneficiary shall be the legal representative
of the Holder’s estate.
6.2
Option Period. The term of each Option shall be as specified by the
Board at the date of grant and shall be stated in the Option
Agreement; provided, however, that an option may not be exercised
more than one hundred twenty (120) months from the date it is
granted.
6.3
Limitations on Exercise of Option. Any Option granted hereunder
shall be exercisable at such times and under such conditions as
determined by the Board and as shall be permissible under the terms
of the Plan, which shall be specified in the Option Agreement
evidencing the Option. An Option may not be exercised for
fractional shares.
6.4
Special Limitations on Incentive Stock Options. To the extent that
the aggregate Fair Market Value (determined at the time the
respective Incentive Stock Option is granted) of Common Stock with
respect to which Incentive Stock Options are exercisable for the
first time by an individual during any calendar year under all
incentive stock option plans of the Corporation (and any Parent
Corporation or Subsidiary) exceeds One Hundred Thousand Dollars
($100,000) (within the meaning of Section 422 of the Code), such
excess Incentive Stock Options shall be treated as Options which do
not constitute Incentive Stock Options. The Board shall determine,
in accordance with applicable provisions of the Code, Treasury
Regulations and other administrative pronouncements, which of an
Optionee’s Incentive Stock Options will not constitute
Incentive Stock Options because of such limitation and shall notify
the Optionee of such determination as soon as practicable after
such determination. No Incentive Stock Option shall be granted to
an individual if, at the time the Option is granted, such
individual owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the
Corporation or of its Parent Corporation or a Subsidiary, within
the meaning of Section 422(b)(6) of the Code, unless (i) at the
time such Option is granted the Option price is at least one
hundred ten percent (110%) of the Fair Market Value of the Common
Stock subject to the Option and (ii) such Option by its terms is
not exercisable after the expiration of five years from the date of
grant.
6.5
Option Price. The purchase price of Common Stock issued under each
Option shall be determined by the Board and shall be stated in the
Option Agreement, but such purchase price shall, in the case of
Incentive Stock Options, not be less than the Fair Market Value of
Common Stock subject to the Option on the date the Option is
granted, and, in the case of Options which do not constitute
Incentive Stock Options, not be less than one hundred percent
(100%) of the Fair Market Value of the stock at the time the option
is granted, except that the price shall be one hundred ten percent
(110%) of the Fair Market Value in the case of any person or entity
who owns stock comprising more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation or
its Parent Corporation or Subsidiary.
6.6
Options and Rights in Substitution for Stock Options Made by Other
Corporations. Options may be granted under the Plan from time to
time in substitution for stock options held by employees of
corporations who become, or who became prior to the effective date
of the Plan, employees of the Corporation, of any Parent
Corporation or of any Subsidiary as a result of a merger or
consolidation of the employing corporation with the Corporation,
such Parent Corporation or such Subsidiary, or the acquisition by
the Corporation, a Parent Corporation or a Subsidiary of all or a
portion of the assets of the employing corporation, or the
acquisition by the Corporation, a Parent Corporation or a
Subsidiary of stock of the employing corporation with the result
that such employing corporation becomes a Subsidiary.
6.7
Restricted Stock Option Purchase Agreement. Notwithstanding the
foregoing, at the election of the Holder, the Option can be
exercised provided that the Holder shall, as a condition of such
exercise, execute and deliver the Restricted Stock Option Purchase
Agreement (the “Purchase Agreement”), pursuant to which
the Corporation shall be granted a “Repurchase Option”
and “Right of First Refusal” as to all
“Shares” (as such terms are defined in the Purchase
Agreement).
6.8
Restricted Stock Grant Agreement. Each Grant shall be evidenced by
the execution and delivery of a Restricted Stock Grant Agreement
(the “Grant Agreement”), pursuant to which the
Corporation shall be granted a “Repurchase Option” and
“Right of First Refusal” as to all “Shares”
(as such terms are defined in the Grant Agreement).
Section
7. Changes in Capital Structure
7.1
Awards or Grants Subject to Adjustment. Except as hereinafter
otherwise provided, Awards or Grants shall be subject to adjustment
by the Board at its discretion as to the number and price of shares
of Common Stock in the event of changes in the outstanding Common
Stock by reason of stock dividends, stock splits, reverse stock
splits, reclassifications, recapitalizations, reorganizations,
mergers, consolidations, combinations, exchanges or other relevant
changes in capitalization occurring after the date of the grant of
any such Options or Common Stock.
7.2
Existence of the Plan Does Not Inhibit the Board’s Power to
Adjust, Recapitalize, Reorganize, or Make Any Other Capital
Structure Change. The existence of the Plan and the Awards and/or
Grants made hereunder shall not affect in any way the right or
power of the Board or the stockholders of the Corporation to make
or authorize any adjustment, recapitalization, reorganization or
other change in the capital structure of the Corporation, a Parent
Corporation or a Subsidiary or their business, any merger or
consolidation of the Corporation, a Parent Corporation or a
Subsidiary, any issue of debt or equity securities having any
priority or preference with respect to or affecting Common Stock or
the rights thereof, the dissolution or liquidation of the
Corporation, a Parent Corporation or a Subsidiary, or any sale,
lease, exchange or other disposition of all or any part of their
assets or business or any other corporate act or
proceeding.
7.3
Proportionate Adjustments. The shares with respect to which Options
may be granted are shares of Common Stock as presently constituted
but if and whenever, prior to the expiration of an Option
theretofore granted, the Corporation shall effect a subdivision or
consolidation of shares of Common Stock or the payment of a stock
dividend on Common Stock without receipt of consideration by the
Corporation, the number of shares of Common Stock with respect to
which such Option may thereafter be exercised (i) in the event of
an increase in the number of outstanding shares shall be
proportionately increased, and the purchase price per share shall
be proportionately reduced, and (ii) in the event of a reduction in
the number of outstanding shares shall be proportionately reduced,
and the purchase price per share shall be proportionately
increased.
7.4
Right of Optionee. If the Corporation recapitalizes or otherwise
changes its capital structure, thereafter upon any exercise of an
Option theretofore granted, the Optionee shall be entitled to
purchase under such Option, in lieu of the number of shares of
Common Stock as to which such Option shall then be exercisable, the
number and class of shares of stock and securities, and the cash
and other property to which the Optionee would have been entitled
pursuant to the terms of the recapitalization if, immediately prior
to such recapitalization, the Optionee had been the holder of such
record of the number of shares of Common Stock then covered by such
Option.
7.5
Corporate Change. In the event of a Corporate Change, unless
otherwise deemed to be impractical by the Board, then no later
than: two business days prior to any Corporate Change referenced in
Clause (i), (ii), (iii) or (v) of the definition thereof or ten
business days after any Corporate Change referenced in Clause (iv)
of the definition thereof, the Board, acting in its sole discretion
without the consent or approval of any Optionee or Grantee, shall
act to effect the following alternatives with respect to
outstanding Options which acts may vary among individual Optionees
and, with respect to acts taken pursuant to a Corporate Change
Clause, referenced in Clause (i), (ii), (iii) or (v), of the
definition thereof, may be contingent upon effectuation of the
Corporate Change:
(a) in
the event of a Corporate Change referenced in Clauses (i) and (ii)
acceleration of exercise for all Options then outstanding so that
such Options may be exercised in full for a limited period of time
on or before a specified date (before or after such Corporate
Change) fixed by the Board, after which specified date all
unexercised Options and all rights of Optionees thereunder shall
terminate;
(b) in
the event of a Corporate Change referenced in Clauses (iii), (iv)
and (v) require the mandatory surrender to the Corporation by
selected Optionees of some or all of the outstanding Options held
by such Optionees (irrespective of whether such Options are then
exercisable under the provisions of the Plan) as of a date (before
or after such Corporate Change) specified by the Board, in which
event the Board shall thereupon cancel such Options and pay to each
Optionee an amount of cash per share equal to the excess, if any,
of the Change of Control Value of the shares subject to such Option
over the exercise price(s) under such Options for such
shares;
(c) in
the event of a Corporate Change referenced in Clauses (iii), (iv)
and (v), make such adjustments to Options then outstanding as the
Board deems appropriate to reflect such Corporate Change (provided,
however, that the Board may determine in its sole discretion that
no adjustment is necessary to Options then
outstanding);
(d) in the
event of a Corporate Change referenced in Clauses (iii), (iv) and
(v), provide that thereafter upon any exercise of an Option
theretofore granted the Optionee shall be entitled to purchase
under such Option, in lieu of the number of shares of Common Stock
as to which such Option shall then be exercisable, the number and
class of shares of stock or other securities or property
(including, without limitation, cash) to which the Optionee would
have been entitled pursuant to the terms of the agreement of
merger, consolidation or sale of assets or plan of liquidation and
dissolution if, immediately prior to such merger, consolidation or
sale of assets or any distribution in liquidation and dissolution
of the Corporation, the Optionee had been the holder of record of
the number of shares of Common Stock then covered by such Option;
or
(e) in the
event of a Corporate Change referenced in Clauses (iii), (iv) and
(v), cancel the Options granted if the Fair Market Value of the
Common Stock underlying the Options is below the Option exercise
price.
7.6
No Post Recapitalization Adjustments. Except as hereinbefore
expressly provided, issuance by the Corporation of shares of stock
of any class or securities convertible into shares of stock of any
class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warranty to subscribe therefore, or
upon conversion of shares or obligations of the Corporation
convertible into such shares or other securities, and in any case
whether or not for fair value, shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number of
shares of Common Stock subject to Options theretofore granted, or
the purchase price per share of Common Stock subject to
Options.
Section
8. Amendment or Termination of the Plan
The
Board in its discretion may terminate the Plan or any Option or
Grant or alter or amend the Plan or any part thereof or any Option
from time to time; provided that no change in any Award or Grant
previously made may be made which would impair the rights of the
Holder or Grantee without the consent of the Holder or Grantee, and
provided further, that the Board may not, without approval of the
stockholders, amend the Plan:
(a)
to increase the aggregate number of shares which may be issued
pursuant to the provisions of the Plan on exercise or surrender of
Options or upon Grants;
(b)
to change the minimum Option exercise price;
(c)
to change the class of employees eligible to receive Awards and/or
Grants or increase materially the benefits accruing to employees
under the Plan;
(d)
to extend the maximum period during which Awards may be granted or
Grants may be made under the Plan;
(e)
to modify materially the requirements as to eligibility for
participation in the Plan; or
(f)
to decrease any authority granted to the Board hereunder in
contravention of Rule 16b-3.
Section
9. Other
9.1
No Right to an Award or Grant. Neither the adoption of the Plan nor
any action of the Board or Designated Officer shall be deemed to
give an employee any right to be granted an Option to purchase
Common Stock, to receive a Grant or to any other rights hereunder
except as may be evidenced by an Option Agreement duly executed on
behalf of the Corporation, and then only to the extent of and on
the terms and conditions expressly set forth therein. The Plan
shall be unfunded. The Corporation shall not be required to
establish any special or separate fund or to make any other
segregation of funds or assets to assure the payment of any Award
or Grant.
9.2
No Employment Rights Conferred. Nothing contained in the Plan or in
any Award or Grant made hereunder shall (i) confer upon any
employee any right with respect to continuation of employment with
the Corporation or any Parent Corporation or Subsidiary, or (ii)
interfere in any way with the right of the Corporation or any
Parent Corporation or Subsidiary to terminate his or her employment
at any time.
9.3
Other Laws; Withholding. The Corporation shall not be obligated to
issue any Common Stock pursuant to any Award granted or any Grant
made under the Plan at any time when the offering of the shares
covered by such Award has not been registered (or exempted) under
the Securities Act and such other state and federal laws, rules or
regulations as the Corporation or the Board deems applicable and,
in the opinion of legal counsel for the Corporation, there is no
exemption from the registration requirements of such laws, rules or
regulations available for the issuance and sale of such shares. No
fractional shares of Common Stock shall be delivered, nor shall any
cash in lieu of fractional shares be paid. The Corporation shall
have the right to deduct in connection with all Awards or Grants
any taxes required by law to be withheld and to require any
payments necessary to enable it to satisfy its withholding
obligations. The Board may permit the Holder of an Award or Grant
to elect to surrender, or authorize the Corporation to withhold
shares of Common Stock (valued at their Fair Market Value on the
date of surrender or withholding of such shares) in satisfaction of
the Corporation’s withholding obligation, subject to such
restrictions as the Board deems necessary to satisfy the
requirements of Rule 16b-3.
9.4
No Restriction of Corporate Action. Nothing contained in the Plan
shall be construed to prevent the Corporation or any Parent
Corporation or Subsidiary from taking any corporate action which is
deemed by the Corporation or such Parent Corporation or Subsidiary
to be appropriate or in its best interest, whether or not such
action would have an adverse effect on the Plan or any Award made
under the Plan. No employee, beneficiary or other person shall have
any claim against the Corporation or any Parent Corporation or
Subsidiary as a result of such action.
9.5
Restrictions on Transfer. An Award shall not be transferable
otherwise than by will or the laws of descent and distribution and
shall be exercisable during the lifetime of the Holder only by such
Holder or the Holder’s guardian or legal
representative.
9.6
Effect of Death, Disability or Termination of Employment. The
Option Agreement or other written instrument evidencing an Award
shall specify the effect of the death, disability or termination of
employment of the Holder on the Award; provided, however that an
Optionee shall be entitled to exercise (i) at least six (6) months
from the date of termination of employment with the Corporation if
such termination is caused by death or disability or (ii) at least
thirty (30) days from the date of termination of employment with
the Corporation if such termination is caused by reasons other than
death or disability.
All
outstanding Incentive Stock Options will automatically be converted
to a nonqualified stock option if the Optionee does not exercise
the Incentive Stock Option (i) within three (3) months of the
date of termination caused by reasons other than death or
disability; or (ii) within twelve (12) months of the date of
termination caused by disability.
9.7
Rule 16b-3. It is intended that the Plan and any grant of an Award
made to a person subject to Section 16 of the Exchange Act meet all
of the requirements of Rule 16b-3. If any provisions of the Plan or
any such Award would disqualify the Plan or such Award hereunder,
or would otherwise not comply with Rule 16b-3, such provision or
Award shall be construed or deemed amended to conform to Rule
16b-3.
9.8
Governing Law. The Plan shall by construed in accordance with the
laws of the State of Nevada and all applicable federal law. The
securities issued hereunder shall be governed by and in accordance
with the Corporate Securities Laws of the State of
Nevada.
APPROVED
AND ADOPTED BY THE BOARD OF DIRECTORS OF FREEDOM HOLDING CORP. ON
JULY 28, 2017.
APPROVED
AND ADOPTED BY THE SHAREHOLDERS ON JULY 28, 2017.
DECLARED
EFFECTIVE BY THE BOARD OF DIRECTORS ON SEPTEMBER 7,
2017.
Adam R.
Cook,
Corporation
Secretary