This plan is entitled the "2004 Stock Incentive Plan" (the
"Plan") of Worldbid Corporation, a Nevada corporation (the "Company").
The purpose of the Plan is to enhance the long-term stockholder
value of the Company by offering opportunities to directors, officers, employees
and eligible consultants of the Company and any Related Company, as defined
below, to acquire and maintain stock ownership in the Company in order to give
these persons the opportunity to participate in the Company's growth and success,
and to encourage them to remain in the service of the Company or a Related Company.
ARTICLE 2. DEFINITIONS
The following terms will have the following meanings in the
"Award" means any Option granted under this Plan.
"Board" means the Board of Directors of the Company.
"Cause," unless otherwise defined in the instrument
evidencing the award or in an employment or services agreement between the Company
or a Related Company and a Participant, means a material breach of the employment
or services agreement, dishonesty, fraud, misconduct, unauthorized use or disclosure
of confidential information or trade secrets, or conviction or confession of
a crime punishable by law (except minor violations), in each case as determined
by the Plan Administrator, and its determination shall be conclusive and binding.
"Code" means the Internal Revenue Code of 1986, as
amended from time to time.
"Common Stock" means the shares of common stock, par
value $0.001 per share, of the Company.
"Consultant Participant" means a Participant who is
defined as a Consultant Participant in Article 5.
"Corporate Transaction," unless otherwise defined in
the instrument evidencing the Award or in a written employment or services agreement
between the Company or a Related Company and a Participant, means consummation
a merger or consolidation of the Company
with or into any other corporation, entity or person or
a sale, lease, exchange or other transfer
in one transaction or a series of related transactions of all or substantially
all the Company's outstanding securities or all or substantially all the
Company's assets; provided, however, that a Corporate Transaction shall
not include a Related Party Transaction.
"Disability," unless otherwise defined by the
Plan Administrator, means a mental or physical impairment of the Participant
that is expected to result in death or that has lasted or is expected to last
for a continuous period of 12 months or more and that causes the Participant
to be unable, in the opinion of the Company, to perform his or her duties for
the Company or a Related Company and to be engaged in any substantial gainful
"Employment Termination Date" means, with respect to
a Participant, the first day upon which the Participant no longer has an employment
or service relationship with the Company or any Related Company.
"Exchange Act" means the Securities Exchange Act of
1934, as amended.
"Fair Market Value" means the per share value of the
Common Stock determined as follows: (a) if the Common Stock is listed on an
established stock exchange or exchanges or the NASDAQ National Market, the closing
price per share for the ten trading days immediately preceding such date on
the principal exchange on which it is traded or as reported by NASDAQ; (b) if
the Common Stock is not then listed on an exchange or the NASDAQ National Market,
but is quoted on the NASDAQ Small Cap Market, the NASDAQ electronic bulletin
board or the National Quotation Bureau pink sheets, the average of the closing
bid and asked prices per share for the Common Stock as quoted by NASDAQ or the
National Quotation Bureau, as the case may be, for the ten trading days immediately
preceding such date; or (c) if there is no such reported market for the Common
Stock for the date in question, then an amount determined in good faith by the
"Grant Date" means the date on which the Plan Administrator
completes the corporate action relating to the grant of an Award or such later
date specified by the Plan Administrator, and on which all conditions precedent
to the grant have been satisfied, provided that conditions to the exercisability
or vesting of Awards shall not defer the Grant Date.
"Incentive Stock Option" means an Option granted with
the intention, as reflected in the instrument evidencing the Option, that it
qualify as an "incentive stock option" as that term is defined in Section 422
of the Code.
"Nonqualified Stock Option" means an Option other than
an Incentive Stock Option. "Option" means the right to purchase Common
Stock granted under Article 7. "Option Expiration Date" has the meaning
set forth in Article 7.6.
"Option Term" has the meaning set forth in Article
"Participant" means the person to whom an Award is
granted and who meets the eligibility requirements imposed by Article 5, including
Consultant Participants, as defined in Article 5.
"Plan Administrator" has the meaning set forth in Article
"Related Company" means any entity that, directly or
indirectly, is in control of or is controlled by the Company.
"Related Party Transaction" means: (a) a merger or
consolidation of the Company in which the holders of shares of Common Stock
immediately prior to the merger hold at least a majority of the shares of Common
Stock in the Successor Corporation immediately after the merger; (b) a sale,
lease, exchange or other transaction in one transaction or a series of related
transactions of all or substantially all the Company's assets to a wholly-owned
subsidiary corporation; (c) a mere reincorporation of the Company; or (d) a
transaction undertaken for the sole purpose of creating a holding company that
will be owned in substantially the same proportion by the persons who held the
Company's securities immediately before such transaction.
"Retirement," unless otherwise defined by the
Plan Administrator from time to time for purposes of the Plan, means retirement
on or after the individual's normal retirement date under the Company's 401(k)
plan or other similar successor plan applicable to salaried employees.
"Securities Act" means the Securities Act of 1933,
"Successor Corporation" has the meaning set forth in
"Vesting Commencement Date" means the Grant Date or
such other date selected by the Plan Administrator as the date from which the
Option begins to vest for purposes of Article 7.4.
ARTICLE 3. ADMINISTRATION
The Plan shall be administered by the Board or a committee
appointed by, and consisting of two or more members of, the Board (the "Plan
Administrator"). If and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Exchange Act, the Board shall consider in selecting the
members of any committee acting as Plan Administrator, with respect to any persons
subject or likely to become subject to Section 16 of the Exchange Act, the provisions
regarding (a) "outside directors" as contemplated by Section 162(m) of the Code
and (b) "non-employee directors" as contemplated by Rule 16b-3 under the Exchange
Act. Committee members shall serve for such term as the Board may determine,
subject to removal by the Board at any time. At any time when no committee has
been appointed to administer the Plan, then the Board will be the Plan Administrator.
and Interpretation by Plan Administrator
Except for the terms and conditions explicitly set forth in
the Plan, the Plan Administrator shall have exclusive authority, in its discretion,
to determine all matters relating to Awards under the Plan, including the selection
of individuals to be granted Awards, the type of Awards, the number of shares
of Common Stock subject to an Award, all terms, conditions, restrictions and
limitations, if any, of an Award and the terms of any instrument that evidences
the Award. The Plan Administrator shall also have exclusive authority to interpret
the Plan and the terms of any instrument evidencing the Award and may from time
to time adopt and change rules and regulations of general application for the
Plan's administration. The Plan Administrator's interpretation of the Plan and
its rules and regulations, and all actions taken and determinations made by
the Plan Administrator pursuant to the Plan, shall be conclusive and binding
on all parties involved or affected. The Plan Administrator may delegate administrative
duties to such of the Company's officers as it so determines.
ARTICLE 4. STOCK SUBJECT TO THE PLAN
Number of Shares
Subject to adjustment from time to time as provided in Article
11.1, the number of shares of Common Stock available for issuance under the
Plan shall be Twelve and a Half Million (12,500,000) shares. Shares issued under
the Plan shall be drawn from authorized and unissued shares or shares now held
or subsequently acquired by the Company as treasury shares.
Any shares of Common Stock that have been made subject to
an Award that cease to be subject to the Award (other than by reason of exercise
or settlement of the Award to the extent it is exercised for or settled in shares)
shall again be available for issuance in connection with future grants of Awards
under the Plan. In the event shares issued under the Plan are reacquired by
the Company pursuant to any forfeiture provision or right of repurchase, such
shares shall again be available for the purposes of the Plan; provided, however,
that the maximum number of shares that may be issued upon the exercise of Incentive
Stock Options shall equal the share number stated in Article
4.1, subject to adjustment from time to time as provided in Article 11.1; and
provided, further, that for purposes of Article 4.3, any such shares shall be
counted in accordance with the requirements of Section 162(m) of the Code.
Subject to adjustment from time to time as provided in Article
11.1, not more than an aggregate of 12,500,000 shares shall be available for
issuance pursuant to grants of Options under the Plan.
ARTICLE 5. ELIGIBILITY
An Award may be granted to any officer, director or employee
of the Company or a Related Company that the Plan Administrator from time to
time selects. An Award may also be granted to any consultant, agent, advisor
or independent contractor who provides services to the Company or any Related
Company (a “Consultant Participant”), so long as such Consultant Participant:
(a) is a natural person or an alter ego entity of the natural person providing
the services; (b) renders bona fide services that are not in connection with
the offer and sale of the Company's securities in a capital-raising transaction;
and (c) does not directly or indirectly promote or maintain a market for the
ARTICLE 6. AWARDS
and Grant of Awards
The Plan Administrator shall have the authority, in its sole
discretion, to determine the type or types of Awards to be granted under the
Plan. Awards may be granted singly or in combination.
The Company may settle Awards through the delivery of shares
of Common Stock, the granting of replacement Awards or any combination thereof
as the Plan Administrator shall determine. Any Award settlement, including payment
deferrals, may be subject to such conditions, restrictions and contingencies
as the Plan Administrator shall determine. The Plan Administrator may permit
or require the deferral of any Award payment, subject to such rules and procedures
as it may establish, which may include provisions for the payment or crediting
of interest, or dividend equivalents, including converting such credits into
deferred stock equivalents.
ARTICLE 7. AWARDS OF OPTIONS
The Plan Administrator shall have the authority, in its sole
discretion, to grant Options as Incentive Stock Options or as Nonqualified Stock
Options, which shall be appropriately designated.
The exercise price for shares purchased under an Option shall
be as determined by the Plan Administrator, provided that:
the exercise price for Options granted to Participants
other than Consultant Participants but shall not be less than the minimum
exercise price required by Article 8.3 with respect to Incentive Stock
Options and shall not be less than 75% of the Fair Market Value of the
Common Stock on the Grant Date with respect to Nonqualified Stock Options;
the exercise price for Options granted to Consultant
Participants shall not be less than 75% of the Fair Market Value of the
Common Stock on the Grant Date.
Subject to earlier termination in accordance with the terms
of the Plan and the instrument evidencing the Option, the maximum term of an
Option (the "Option Term") shall be as established for that Option by the Plan
Administrator or, if not so established, shall be ten years from the Grant Date.
The Plan Administrator shall establish and set forth in each
instrument that evidences an Option the time at which, or the installments in
which, the Option shall vest and become exercisable, any of which provisions
may be waived or modified by the Plan Administrator at any time.
The Plan Administrator, in its sole discretion, may adjust
the vesting schedule of an Option held by a Participant who works less than
"full-time" as that term is defined by the Plan Administrator or who takes a
Company-approved leave of absence.
To the extent an Option has vested and become exercisable,
the Option may be exercised in whole or from time to time in part by delivery
to the Company of a written stock option exercise agreement or notice, in a
form and in accordance with procedures established by the Plan Administrator,
setting forth the number of shares with respect to which the Option is being
exercised, the restrictions imposed on the shares purchased under such exercise
agreement, if any, and such representations and agreements as may be required
by the Plan Administrator, accompanied by payment in full as described in Article
7.5. An Option may be exercised only for whole shares and may not be exercised
for less than a reasonable number of shares at any one time, as determined by
the Plan Administrator.
of Exercise Price
The exercise price for shares purchased under an Option shall
be paid in full to the Company by delivery of consideration equal to the product
of the Option exercise price and the number of shares purchased. Such consideration
must be paid before the Company will issue the shares being purchased and must
be in a form or a combination of forms acceptable to the Plan Administrator
for that purchase, which forms may include:
tendering (either actually or, if the
Common Stock is registered under Section 12(b) or 12(g) of the Exchange
Act, by attestation) shares of Common Stock already owned by the Participant
for at least six months (or any shorter period necessary to avoid a charge
to the Company's earnings for financial reporting purposes) that on the
day prior to the exercise date have a Fair Market Value equal to the aggregate
exercise price of the shares being purchased under the Option; or
if the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, delivery of a properly executed
exercise notice, together with irrevocable instructions to a brokerage
firm designated by the Company to deliver promptly to the Company the
aggregate amount of sale or loan proceeds to pay the Option exercise price
and any withholding tax obligations that may arise in connection with
the exercise, all in accordance with the regulations of the Federal Reserve
The Plan Administrator shall establish and set forth in each
instrument that evidences an Option whether the Option shall continue to be
exercisable, and the terms and conditions of such exercise, if the Participant
ceases to be employed by, or to provide services to, the Company or a Related
Company, which provisions may be waived or modified by the Plan Administrator
at any time. If not so established in the instrument evidencing the Option,
the Option shall be exercisable according to the following terms and conditions,
which may be waived or modified by the Plan Administrator at any time:
Except as otherwise set
forth in this Article 7.6, any portion of an Option that is not vested
and exercisable on the Employment Termination Date shall expire on such
Any portion of an Option
that is vested and exercisable on the Employment Termination Date shall
expire on the earliest to occur of:
if the Participant's Employment Termination
Date occurs for reasons other than Cause, Retirement, Disability or death,
the day which is three months after such Employment Termination Date;
if the Participant's Employment Termination
Date occurs by reason of Retirement, Disability or death, the one-year
anniversary of such Employment Termination Date; and
the last day of the Option Term (the
"Option Expiration Date").
Notwithstanding the foregoing,
if the Participant dies after his or her Employment Termination Date but
while an Option is otherwise exercisable, the portion of the Option that
is vested and exercisable on such Employment Termination Date shall expire
upon the earlier to occur of: (A) the Option Expiration Date, and (B)
the one-year anniversary of the date of death, unless the Plan Administrator
Also notwithstanding the foregoing, in case of termination
of the Participant's employment or service relationship for Cause, all
Options granted to that Participant shall automatically expire upon first
notification to the Participant of such termination, unless the Plan Administrator
determines otherwise. If a Participant's employment or service relationship
with the Company is suspended pending an investigation of whether the
Participant shall be terminated for Cause, all the Participant's rights
under any Option shall likewise be suspended during the period of investigation.
If any facts that would constitute termination for Cause are discovered
after the Participant's relationship with the Company or a Related Company
has ended, any Option then held by the Participant may be immediately
terminated by the Plan Administrator, in its sole discretion.
A Participant's transfer
of employment or service relationship between or among the Company and
any Related Company, or a change in status from an employee to a consultant,
agent, advisor or independent contractor or a change in status from a
consultant, agent, advisor or independent contractor to an employee, shall
not be considered a termination of employment or service relationship
for purposes of this Article 7. Unless the Plan Administrator determines
otherwise, a termination of employment or service relationship shall be
deemed to occur if a Participant's employment or service relationship
is with an entity that has ceased to be a Related Company.
The effect of a Company-approved
leave of absence on the application of this Article 7 shall be determined
by the Plan Administrator, in its sole discretion.
If a Participant's employment
or service relationship with the Company or a Related Company terminates
by reason of Disability or death, the Option shall become fully vested
and exercisable for all the shares subject to the Option. Such Option
shall remain exercisable for the time period set forth in this Article
ARTICLE 8. INCENTIVE STOCK OPTION LIMITATIONS
Notwithstanding any other provisions of the Plan, and to the
extent required by Section 422 of the Code, Incentive Stock Options shall be
subject to the following additional terms and conditions:
To the extent the aggregate Fair Market Value (determined
as of the Grant Date) of Common Stock with respect to which Incentive Stock
Options are exercisable for the first time during any calendar year (under the
Plan and all other stock option plans of the Company) exceeds $100,000, such
portion in excess of $100,000 shall be treated as a Nonqualified Stock Option.
In the event the Participant holds two or more such Options that become exercisable
for the first time in the same calendar year, such limitation shall be applied
on the basis of the order in which such Options are granted.
Individuals who are not employees of the Company or one of
its parent corporations or subsidiary corporations may not be granted Incentive
The exercise price of an Incentive Stock Option shall be at
least 100%of the Fair Market Value of the Common Stock on the Grant Date, and
in the case of an Incentive Stock Option granted to a Participant who owns more
than 10% of the total combined voting power of all classes of the stock of the
Company or of its parent or subsidiary corporations (a "Ten Percent Stockholder"),
shall not be less than 110% of the Fair Market Value of the Common Stock on
the Grant Date. The determination of more than 10% ownership shall be made in
accordance with Section 422 of the Code.
An Option designated as an Incentive Stock Option shall cease
to qualify for favorable tax treatment as an Incentive Stock Option to the extent
it is exercised (if permitted by the terms of the Option) (a) more than three
months after the Employment Termination Date if termination was for reasons
other than death or disability, (b) more than one year after the Employment
Termination Date if termination was by reason of disability, or (c) after the
Participant has been on leave of absence for more than 90 days, unless the Participant's
reemployment rights are guaranteed by statute or contract.
of Incentive Stock Options
In order to obtain certain tax benefits afforded to Incentive
Stock Options under Section 422 of the Code, the Participant must hold the shares
acquired upon the exercise of an Incentive Stock Option for two years after
the Grant Date and one year after the date of exercise. A Participant may be
subject to the alternative minimum tax at the time of exercise of an Incentive
Stock Option. The Participant shall give the Company prompt notice of any disposition
of shares acquired on the exercise of an Incentive Stock Option prior to the
expiration of such holding periods.
For the purposes of this Article 8, "parent corporation",
"subsidiary corporation" and "disability" shall have the meanings attributed
to those terms for purposes of Section 422 of the Code.
ARTICLE 9. WITHHOLDING
The Company may require the Participant to pay to the Company
the amount of any taxes that the Company is required by applicable federal,
state, local or foreign law to withhold with respect to the grant, vesting or
exercise of an Award. The Company shall not be required to issue any shares
Common Stock under the Plan until such obligations are satisfied.
of Withholding Obligations in Cash or Shares
The Plan Administrator may permit or require a Participant
to satisfy all or part of his or her tax withholding obligations by: (a) paying
cash to the Company, (b) having the Company withhold from any cash amounts otherwise
due or to become due from the Company to the Participant, (c) having the Company
withhold a portion of any shares of Common Stock that would otherwise be issued
to the Participant having a value equal to the tax withholding obligations (up
to the employer's minimum required tax withholding rate), or (d) surrendering
any shares of Common Stock that the Participant previously acquired having a
value equal to the tax withholding obligations (up to the employer's minimum
required tax withholding rate to the extent the Participant has held the surrendered
shares for less than six months).
ARTICLE 10. ASSIGNABILITY
Neither an Award nor any interest therein may be assigned,
pledged or transferred by the Participant or made subject to attachment or similar
proceedings other than by will or by the applicable laws of descent and distribution,
and, during the Participant's lifetime, such Awards may be exercised only by
the Participant. Notwithstanding the foregoing, and to the extent permitted
by Section 422 of the Code, the Plan Administrator, in its sole discretion,
may permit a Participant to assign or transfer an Award or may permit a Participant
to designate a beneficiary who may exercise the Award or receive payment under
the Award after the Participant's death; provided, however, that any Award so
assigned or transferred shall be subject to all the terms and conditions of
the Plan and those contained in the instrument evidencing the Award.
ARTICLE 11. ADJUSTMENTS
In the event, at any time or from time to time, a stock dividend,
stock split, spin-off, combination or exchange of shares, recapitalization,
merger, consolidation, distribution to stockholders other than a normal cash
dividend, or other change in the Company's corporate or capital structure, including,
without limitation, a Related Party Transaction, results in: (a) the outstanding
shares of Common Stock, or any securities exchanged therefor or received in
their place, being exchanged for a different number or kind of securities of
the Company or of any other corporation, or (b) new, different or additional
securities of the Company or of any other corporation being received by the
holders of shares of Common Stock of the Company, then the Plan Administrator
shall make proportional adjustments in: (i) the maximum number and kind of securities
subject to the Plan and issuable as Incentive Stock Options as set forth in
Article 4 and the maximum number and kind of securities that may be made subject
to Awards to any individual as set forth in Article 4.3, and (ii) the number
and kind of securities that are subject to any outstanding Award and the per
share price of such securities, without any change in the aggregate price to
be paid therefor. The determination by the Plan Administrator as to the terms
of any of the foregoing adjustments shall be conclusive and binding. Notwithstanding
the foregoing, a dissolution or liquidation of the Company or a Corporate Transaction
shall not be governed by this Article 11.1 but shall be governed by Articles
11.2 and 11.3, respectively.
To the extent not previously exercised or settled, and unless
otherwise determined by the Plan Administrator in its sole discretion, Options
denominated in units shall terminate immediately prior to the dissolution or
liquidation of the Company. To the extent a forfeiture provision or repurchase
right applicable to an Award has not been waived by the Plan Administrator,
the Award shall be forfeited immediately prior to the consummation of the dissolution
In the event of a Corporate Transaction,
except as otherwise provided in the instrument evidencing an Option (or
in a written employment or services agreement between a Participant and
the Company or Related Company) and except as provided in subsection (b)
below, each outstanding Option shall be assumed or an equivalent option
or right substituted by the surviving corporation, the successor corporation
or its parent corporation, as applicable (the "Successor Corporation").
If, in connection with a Corporate Transaction,
the Successor Corporation refuses to assume or substitute for an Option,
then each such outstanding Option shall become fully vested and exercisable
with respect to 100% of the unvested portion of the Option. In such case,
the Plan Administrator shall notify the Participant in writing or electronically
that the unvested portion of the Option specified above shall be fully
vested and exercisable for a specified time period. At the expiration
of the time period, the Option shall terminate, provided that the Corporate
Transaction has occurred.
For the purposes of this Article 11.3,
the Option shall be considered assumed or substituted for if following
the Corporate Transaction the option or right confers the right to purchase
or receive, for each share of Common Stock subject to the Option immediately
prior to the Corporate Transaction, the consideration (whether stock,
cash, or other securities or property) received in the Corporate Transaction
by holders of Common Stock for each share held on the effective date of
the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the outstanding
shares); provided, however, that if such consideration received in the
Corporate Transaction is not solely common stock of the Successor Corporation,
the Plan Administrator may, with the consent of the Successor Corporation,
provide for the consideration to be received upon the exercise of the
Option, for each share of Common Stock subject thereto, to be solely common
stock of the Successor Corporation substantially equal in fair market
value to the per share consideration received by holders of Common Stock
in the Corporate Transaction. The determination of such substantial equality
of value of consideration shall be made by the Plan Administrator and
its determination shall be conclusive and binding.
All Options shall terminate and cease
to remain outstanding immediately following the Corporate Transaction,
except to the extent assumed by the Successor Corporation.
Adjustment of Awards
Subject to Articles 11.2 and 11.3, the Plan Administrator
shall have the discretion, exercisable at any time before a sale, merger, consolidation,
reorganization, liquidation or change of control of the Company, as defined
by the Plan Administrator, to take such further action as it determines to be
necessary or advisable, and fair and equitable to the Participants, with respect
to Awards. Such authorized action may include (but shall not be limited to)
establishing, amending or waiving the type, terms, conditions or duration of,
or restrictions on, Awards so as to provide for earlier, later, extended or
additional time for exercise, lifting restrictions and other modifications,
and the Plan Administrator may take such actions with respect to all Participants,
to certain categories of Participants or only to individual Participants. The
Plan Administrator may take such action before or after granting Awards to which
the action relates and before or after any public announcement with respect
to such sale, merger, consolidation, reorganization, liquidation or change of
control that is the reason for such action.
The grant of Awards shall in no way affect the Company's right
to adjust, reclassify, reorganize or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or transfer
all or any part of its business or assets.
In the event of any adjustment in the number of shares covered
by any Award, each such Award shall cover only the number of full shares resulting
from such adjustment.
ARTICLE 12. AMENDMENT AND TERMINATION
or Termination of Plan
The Board may suspend, amend or terminate the Plan or any
portion of the Plan at any time and in such respects as it shall deem advisable;
provided, however, that to the extent required for compliance with Section 422
of the Code or any applicable law or regulation, stockholder approval shall
be required for any amendment that would: (a) increase the total number of shares
available for issuance under the Plan, (b) modify the class of employees eligible
to receive Options, or (c) otherwise require stockholder approval under any
applicable law or regulation. Any amendment made to the Plan that would constitute
a "modification" to Incentive Stock Options outstanding on the date of such
amendment shall not, without the consent of the Participant, be applicable to
such outstanding Incentive Stock Options but shall have prospective effect only.
Unless sooner terminated as provided herein, the Plan shall
terminate ten years after the earlier of the Plan's adoption by the Board and
approval by the stockholders.
The suspension, amendment or termination of the Plan or a
portion thereof or the amendment of an outstanding Award shall not, without
the Participant's consent, materially adversely affect any rights under any
Award theretofore granted to the Participant under the Plan. Any change or adjustment
to an outstanding Incentive Stock Option shall not, without the consent of the
Participant, be made in a manner so as to constitute a "modification" that would
cause such Incentive Stock Option to fail to continue to qualify as an Incentive
Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to
Article 11 shall not be subject to these restrictions.
ARTICLE 13. GENERAL
Awards granted under the Plan shall be evidenced by a written
instrument that shall contain such terms, conditions, limitations and restrictions
as the Plan Administrator shall deem advisable and that are not inconsistent
with the Plan.
Nothing in the Plan or any Award granted under the Plan shall
be deemed to constitute an employment contract or confer or be deemed to confer
on any Participant any right to continue in the employ of, or to continue any
other relationship with, the Company or any Related Company or limit in any
way the right of
the Company or any Related Company to terminate a Participant's
employment or other relationship at any time, with or without Cause.
Notwithstanding any other provision of the Plan, the Company
shall have no obligation to issue or deliver any shares of Common Stock under
the Plan or make any other distribution of benefits under the Plan unless, in
the opinion of the Company's counsel, such issuance, delivery or distribution
would comply with all applicable laws (including, without limitation, the requirements
of the Securities Act), and the applicable requirements of any securities exchange
or similar entity.
The Company shall be under no obligation to any Participant
to register for offering or resale or to qualify for exemption under the Securities
Act, or to register or qualify under state securities laws, any shares of Common
Stock, security or interest in a security paid or issued under, or created by,
the Plan, or to continue in effect any such registrations or qualifications
if made. The Company may issue certificates for shares with such legends and
subject to such restrictions on transfer and stop-transfer instructions as counsel
for the Company deems necessary or desirable for compliance by the Company with
federal and state securities laws.
To the extent the Plan or any instrument evidencing an Award
provides for issuance of stock certificates to reflect the issuance of shares
of Common Stock, the issuance may be effected on a noncertificated basis, to
the extent not prohibited by applicable law or the applicable rules of any stock
Rights as a Stockholder
No Option denominated in units shall entitle the Participant
to any cash dividend, voting or other right of a stockholder unless and until
the date of issuance under the Plan of the shares that are the subject of such
With Laws and Regulations
Notwithstanding anything in the Plan to the contrary, the
Plan Administrator, in its sole discretion, may bifurcate the Plan so as to
restrict, limit or condition the use of any provision of the Plan to Participants
who are officers or directors subject to Section 16 of the Exchange Act without
so restricting, limiting or conditioning the Plan with respect to other Participants.
Additionally, in interpreting and applying the provisions of the Plan, any Option
granted as an Incentive Stock Option pursuant to the Plan shall, to the extent
permitted by law, be construed as an "incentive stock option" within the meaning
of Section 422 of the Code.
in Other Countries
The Plan Administrator shall have the authority to adopt such
modifications, procedures and subplans as may be necessary or desirable to comply
with provisions of the laws of other countries in which the Company or any Related
Company may operate to assure the viability of the benefits from Awards granted
to Participants employed in such countries and to meet the objectives of the
No Trust or Fund
The Plan is intended to constitute an "unfunded" plan. Nothing
contained herein shall require the Company to segregate any monies or other
property, or shares of Common Stock, or to create any trusts, or to make any
special deposits for any immediate or deferred amounts payable to any Participant,
and no Participant shall have any rights that are greater than those of a general
unsecured creditor of the Company.
If any provision of the Plan or any Award is determined to
be invalid, illegal or unenforceable in any jurisdiction, or as to any person,
or would disqualify the Plan or any Award under any law deemed
applicable by the Plan Administrator, such provision shall
be construed or deemed amended to conform to applicable laws, or, if it cannot
be so construed or deemed amended without, in the Plan Administrator's determination,
materially altering the intent of the Plan or the Award, such provision shall
be stricken as to such jurisdiction, person or Award, and the remainder of the
Plan and any such Award shall remain in full force and effect.
The Plan and all determinations made and actions taken pursuant
hereto, to the extent not otherwise governed by the laws of the United States,
shall be governed by the laws of the State of Nevada without giving effect to
principles of conflicts of law.
ARTICLE 14. EFFECTIVE DATE
Date of Plan
The effective date is the date on which the Plan is adopted
by the Board. If the stockholders of the Company do not approve the Plan within
12 months after the Board's adoption of the Plan, any Incentive Stock Options
granted under the Plan will be treated as Nonqualified Stock Options.