Amdiv Com Inc – 1998 STOCK OPTION AND INCENTIVE PLAN (December 9th, 1998)1 EXHIBIT 10.6 AMERICAN DIVERSIFIED HOLDINGS, INC. 1998 STOCK OPTION AND INCENTIVE PLAN, ADOPTED AS OF MAY 26, 1998 2 AMERICAN DIVERSIFIED HOLDINGS, INC. 1998 STOCK OPTION AND INCENTIVE PLAN ADOPTED AS OF MAY 26, 1998 1. PURPOSE. The Plan is intended to provide incentive to key employees, officers, directors and others expected to provide significant services to the Company, to encourage proprietary interest in the Company, to encourage such key employees to remain in the employ of the Company, to attract new employees with outstanding qualifications, and to afford additional incentive to others to increase their efforts in providing significant services to the Company. 2. DEFINITIONS. a. "Act" shall mean the Securities Act of 1933, as amended, 15 U.S.C. Section 77a et seq. b.
Amdiv Com Inc – CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION (December 9th, 1998)1 EXHIBIT 3.1.7 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION (AFTER ISSUANCE OF STOCK) AMERICAN DIVERSIFIED HOLDINGS, INC We the undersigned, James B. Rea, Jr., President and Michael B. Jeffers, Secretary of American Diversified Holdings, Inc. do hereby certify: That the Board of Directors of said corporation by unanimous written consent dated November 25, 1998, adopted a resolution to amend the original articles as follows: Article FIRST is hereby amended to read as follows: "FIRST The name of the corporation is: AMDIV.COM, INC." The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 6,817,961; that the said change and amendment have been consented to and approved by a majority vote of the stockholders holding at least a maj
Amdiv Com Inc – ESCROW AGREEMENT (December 9th, 1998)1 EXHIBIT 10.7 ESCROW AGREEMENT This Escrow Agreement (this "Agreement") is entered into on December __, 1998 by and among City National Bank, national association (the "Escrow Agent"), amdiv.com, inc., a Nevada corporation ("amdiv") and Nutmeg Securities, Ltd. ("Nutmeg"). ARTICLE I ESCROW FUND 1.1 Establishment of and Distribution from Escrow. 1.1.1 On the date of the closing of amdiv's Pubic Offering of Common Stock (the "Closing Date"), Nutmeg, on behalf of amdiv, shall deposit into escrow (the "Escrow") with the Escrow Agent an amount of $15,000,000. 1.1.2 amdiv shall also deposit into Escrow from time to time the amount of all fees and costs of Escrow A
American Diversified Holdings Inc – EMPLOYMENT AGREEMENT (August 31st, 1998)1 Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of July 1, 1998, by and between American Diversified Holdings. Inc., its subsidiaries and Peter Hartmann ("Executive"). 1. EMPLOYMENT ADH (hereinafter referred to collectively as the "Employers") hereby employs Executive and Executive hereby accepts employment upon the terms and conditions set forth below. 2. TERM AND RENEWAL 2.1 TERM. The term of this Agreement shall commence on the date of this Agreement (the "Effective Date"), and shall continue for thirty months from the Effective Date (the "Original Employment Term"), on the terms and conditions set forth below, unless sooner terminated as provided in Section 5. 2.2 EXTENSION. Following the expiration of the Original Employment Term and provided that this Agreement has not been terminat
