Attached files
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| EX-10.1 - RYU 2011 INCENTIVE AWARD PLAN - RYU APPAREL INC. | ex10_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 10, 2011
Respect Your Universe, Inc.
(Exact name of registrant as specified in its charter)
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NEVADA
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333-166171
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20-0641026
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6533 Octave Avenue
Las Vegas, Nevada
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89139
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: 1-888-455-6183
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Adoption of RYU 2011 Incentive Award Plan
On June 10, 2011 (“Effective Date”), the Board of Directors of Registrant and its stockholders approved the adoption of the RYU 2011 Incentive Award Plan (“2011 Plan”).
Description of the 2011 Plan. The 2011 Plan authorizes the issuance of incentive stock options (ISOs), nonstatutory stock options (NSOs), restricted stock, restricted stock units, performance awards, dividend equivalent rights, stock payments, deferred stock, deferred stock units, stock appreciation rights (SARs), and cash awards to employees, directors and consultants. Only employees of the Company and its subsidiaries may receive incentive stock options. All awards will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms. Awards other than cash awards will generally be settled in shares of our common stock, but the plan administrator may provide for cash settlement of any award.
Shares Available for Issuance under the 2011 Plan. The 2011 Plan reserves 5,000,000 shares of common stock for issuance. If any shares of common stock issued pursuant to an equity award under the 2011 Plan are forfeited or otherwise terminate or expire for any reason without the issuance of shares, then such shares shall revert to and become available for issuance under the 2011 Plan.
Administration. The 2011 Plan will be administered by the Board, which may delegate its duties and responsibilities to committees of our directors and/or officers, subject to certain limitations that may be imposed under applicable law or regulation, including Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), Section 16 of the Exchange Act and/or stock exchange rules, as applicable. The plan administrator will have the authority to grant and set the terms of all awards under, make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2011 Plan, subject to its express terms and conditions. In addition, the plan administrator will have the authority to provide or require a holder to agree by separate written or electronic instrument that any proceeds or other economic benefit received by the holder upon any receipt or exercise of an award or upon receipt or resale of shares underlying such award must be paid to the Company and awards will terminate and any unexercised portion of the award will be forfeited if the holder engages in competitive activities with the Company or which is harmful to the interests of the Company or the holder's employment is terminated for cause. Further, the plan administrator will have the authority to provide or require a holder to agree by separate written or electronic instrument that all awards will be subject to a claw-back policy that the Company implements.
General Terms of Stock Options. The Board, or its duly authorized committee, determines the terms of each stock option granted under our 2011 Plan, including the exercise price, the form of consideration paid on exercise, the vesting schedule, restrictions on transfer and the term. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator applied to stock options, may include continued service, performance and/or other conditions.
Performance Awards. All awards may be granted as performance awards, meaning that any such award will be subject to vesting and/or payment based on the attainment of specified performance goals. The plan administrator will determine whether performance awards are intended to constitute "qualified performance-based compensation" within the meaning of Section 162(m) of the Code.
Certain Transactions. The plan administrator has broad discretion to equitably adjust the provisions of the 2011 Plan, as well as the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our stockholders known as "equity restructurings," the plan administrator will make equitable adjustments to the 2011 Plan and outstanding awards. In the event of a Change in Control of the Company (as defined in the 2011 Plan), the surviving entity must assume outstanding awards or substitute economically equivalent awards for such outstanding awards; however, if the surviving entity refuses to assume or substitute for outstanding awards, then the plan administrator may cause all awards to vest in full immediately prior to the transaction. Individual award agreements may provide for additional accelerated vesting and payment provisions.
Plan Amendment and Termination. The Board may amend or terminate the 2011 Plan at any time; however, except in connection with certain changes in capital structure, stockholder approval will be required for any amendment that increases the number of shares available under the 2011 Plan or "reprices" any stock option or SAR. No award may be granted pursuant to the 2011 Plan after the tenth anniversary of the date the stockholders adopt the 2011 Plan.
The foregoing summary description of the principal features of the 2011 Plan is qualified in its entirety by reference to the actual terms of the 2011 Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Stock Option Grants Pursuant to the 2011 Plan
On June 10, 2011, the Board of Directors granted Kristian Andresen, Company Chairman and Corporate Secretary, and John Wood, Company President and CFO, each 300,000 options to purchase stock pursuant to the 2011 Plan as compensation. Such options have an exercise price of $0.69 per share, are fully vested on issuance and expire in ten years.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 10, 2011, the stockholders of the Company took the following actions by written consent in lieu of a meeting:
(a) The following Directors were elected to serve until the Company’s 2012 Annual Meeting of Shareholders:
Kristian Andresen
John Wood
Emmanuel Brown
(b) The 2011 Plan was approved.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 RYU 2011 Incentive Award Plan
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Respect Your Universe, Inc.
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Dated:
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June 16, 2011
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By:
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/s/ Kristian Andresen
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Kristian Andresen
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Corporate Secretary
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