<PAGE> 8
EXHIBIT 10.1
NORTH AMERICAN RESORTS, INC.
2000 QUALIFIED STOCK OPTION PLAN
ARTICLE I
PURPOSE
NORTH AMERICAN RESORTS, INC. (the "Company"), is largely
dependent for the successful conduct of its business on the
initiative, effort and judgment of its officers and employees. This
Stock Option Plan (the "Plan") is intended to provide the key
employees of the Company an incentive through stock ownership in the
Company and encourage them to remain in the Company's employ.
Moreover, since the Incentive Stock Options and Non-Qualified Stock
Options provided for in the Plan are subject to various alternative
provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), the Committee (as hereinafter defined) will have
considerable latitude in shaping options granted under the Plan to
the particular circumstances of the optionee, thus recognizing the
full incentive value of the option.
ARTICLE II
ADMINISTRATION
The Plan shall be administered by the Executive Committee (the
"Committee") of the Board of Directors (the "Board") of the Company.
The Board, at its option, may delegate the administration of the Plan
to another committee of the Board subject to the provisions of this
Article II. All members of the Committee shall be Directors of the
Company and shall be selected by (and serve at the pleasure of) the
Board. All members of the Committee shall be "non-employee
directors" within the meaning of Rule 16b-3 of the general rules and
regulations under the Securities and Exchange Act of 1934, as
amended. Subject to the express provisions of the Plan, the
Committee shall have plenary authority, in its discretion, to
recommend to the Board the individuals within the class set forth in
Article IV to whom, and the time and price per share at which,
options shall be granted, and the number of shares to be subject to
each option. In making such determination, the Committee may take
into account the nature of the services rendered by the respective
employees, their present and potential contributions to the Company's
success and such other factors as the Committee in its discretion
shall deem relevant. Subject to the express provisions of the Plan,
the Committee shall also have plenary authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations
regulating it, to recommend to the Board the terms and provisions of
the respective options (which need not be identical) and to make all
other determinations necessary or advisable for the administration of
the Plan. The Committee's determination on the matters referred to
in this Article II shall be final, conclusive and binding upon all
optionees and shall only subject to Board approval.
<PAGE> 9
ARTICLE III
AMOUNT OF STOCK AND DURATION OF PLAN
The aggregate amount (subject to adjustment as provided in
Article VIII) of stock which may be purchased pursuant to options
granted under this Plan shall be 800,000 shares of the Company's
Common Stock. Any option granted hereunder must be granted within
ten (10) years from the date of approval of adoption of the Plan by
the Board or the date on which this Plan is approved by the Company's
shareholders, whichever is earlier. Shares subject to options under
the Plan may, in the sole discretion of the Board, be either
authorized and unissued shares or issued shares which have been
acquired by the Company and are being held in its treasury. When
options have been granted under the Plan and have lapsed unexercised
or partially unexercised, the shares which were subject thereto may
be reoptioned under the Plan.
ARTICLE IV
ELIGIBILITY AND PARTICIPATION
All officers and employees of the Company shall be eligible to
receive Stock Options under the Plan; provided, however, that no
member of the Committee shall be entitled to receive an option under
this Plan while serving as a member of the Committee.
ARTICLE V
TERMS AND CONDITIONS OF OPTIONS
Each option granted under the Plan shall be evidenced by a Stock
Option Agreement (the "Agreement"), the form of which shall have been
approved by the Committee and Counsel to the Company. The Agreement
shall be executed by the Company and the optionee and shall set forth
the terms and conditions of the option, which terms and conditions
shall include, but not by way of limitation, the following:
1. Option Price. The option price shall be determined by the
Committee, but shall not in any event be less than the greater of the
(i) par value of the Company's Common Stock or (ii) the fair market
value of the Company's Stock on the date that the option is granted.
2. Term of Option. The term of the option shall be selected by
the Committee, but in no event shall such term exceed ten (10) years.
3. Transferability. Options granted hereunder shall not be
transferable otherwise than by will or operation of the laws of
descent and distribution. During the lifetime of the optionee,
options granted hereunder shall be exercisable only by the optionee.
4. Termination of Employment. In the event of an optionee's
termination of employment with the Company for any reason other than
death, all options granted hereunder shall thereupon terminate. The
Committee may, in its discretion, direct that certain Agreements
contain provision permitting exercise of an option after an
optionee's retirement. Upon the termination of an optionee's
employment by reason of his death, such optionee's option(s) shall
<PAGE> 10
terminate to the extent it was not exercisable at the date of his
death. To the extent such options were then exercisable by the
optionee, optionee's estate or the beneficiaries thereof shall be
entitled to exercise such options for a period of three (3) months
from the date of his death, (unless the option(s) should sooner
terminate according to its own provisions) but not thereafter.
Notwithstanding the other provisions of this subparagraph 4, no
option shall be exercised more than ten (10) years from the date upon
which it is granted.
5. Other Conditions. At its sole discretion, the Committee may
impose other conditions upon the options granted hereunder,
including, but not by way of limitation, percentage limitations upon
the exercise of options granted hereunder.
If the Plan and the shares of Common Stock reserved for options
hereunder have not been registered under the Securities Act of 1933,
as amended (the "Act"), the Committee shall satisfy itself that the
exemption from registration afforded by Section 4(2) of the Act will
be available.
ARTICLE VI
INCENTIVE STOCK OPTIONS
The Committee and the Board, in recommending and granting stock
options hereunder, shall have the discretion to determine that
certain options shall be Incentive Stock Options, as defined in
Section 422A of the Code and the regulations thereunder, while other
options shall be Non-Qualified Stock Options. Neither the members of
the Committee, the members of the Board nor the Company shall be
under any obligation or incur any liability to any person by reason
of the determination by the Committee or the Board whether an option
granted under the Plan shall be an Incentive Stock Option or a Non-
Qualified Stock Option. The provisions of this Article VI shall be
applicable to all Incentive Stock Options at any time granted or
outstanding under the Plan.
All Incentive Stock Options granted or outstanding under the
Plan shall be granted and held subject to and in compliance with the
terms and conditions specifically set forth in Articles II, III, IV,
and V hereof and, in addition, subject to and in compliance with the
following further terms and conditions:
1. The option price of all Incentive Stock Options shall not be
less than one hundred percent (100%) of the fair market value of the
Company's Common Stock at the time the option is granted
(notwithstanding any provision of Article V hereof to the contrary);
2. No Incentive Stock Option shall be granted to any person
who, at the time of the grant, owns stock possessing more than ten
percent (10%) of the total combined voting power of the Company.
Such ownership limitation will be waived if (i) the option price is
at least one hundred ten percent (110%) of the fair market value of
the Company's Common Stock at the time the option is granted; and
(ii) the option by its terms must not be exercisable more than five
(5) years from the date it is granted; and,
<PAGE> 11
3. The aggregate fair market value of all shares of Common
Stock (determined at the time of the grant of the option) exercisable
for the first time by an employee during any calendar year shall not
exceed $100,000.
ARTICLE VII
EXERCISE OF OPTIONS
Options granted hereunder may be exercised only by tendering to
the Company written notice of exercise accompanied by the aggregate
purchase price for the shares with respect to which the option is
being exercised. No option shall be exercisable unless the shares
issuable on the exercise thereof have been registered under the Act,
or the Company shall have first received the opinion of its counsel
that registration under the Act is not required in connection with
such issuance. At the time of exercise, if the shares with respect
to which the option is being exercised have not been registered
under the Act, the Company may require the optionee to give the
Company whatever written assurance counsel for the Company may
require that the shares are being acquired for investment and not
with a view to the distribution thereof, and that the shares will not
be disposed of without the written opinion of such counsel that
registration under the Act is not required. Share certificates
issued to the optionee upon exercise of the option shall bear a
legend to the foregoing effect to the extent counsel for the Company
deems it advisable. The purchase price of shares of Common Stock of
the Company acquired upon the exercise of any Non-Qualified Stock
Option or Incentive Stock Option granted under the Plan may be paid
by an optionee by the payment of cash, or by the assignment to the
Company of shares of the Company's Common Stock theretofore owned by
the optionee having a value equal to such option price, or by any
combination thereof. For purposes of the Plan, shares of Common
Stock shall be deemed to have a value equal to the average of the
closing bid and asked price for a share for the trading day upon
which such value is being determined.
ARTICLE VIII
ADJUSTMENTS
Subject to any required action by the Company's Directors and
shareholders, the number of shares provided for in each outstanding
option and the price per share thereof, and the number of shares
provided for in the Plan, shall be proportionately adjusted for any
increase of decrease in the number of issued shares of the Company
Common Stock resulting from a subdivision or consolidation of shares
or the payment of a stock dividend (but only on the Common Stock) or
any other increase or decrease in the number of such shares effected
without receipt of consideration by the Company. Subject to any
required action by the Company's Directors and shareholders, if the
Company shall be the surviving corporation in any merger or
consolidation, each outstanding option shall pertain to and apply to
the securities to which a holder of the number of shares of the
Company's Common Stock subject to the option would have been
entitled. In the event (hereinafter collectively referred to as an
<PAGE> 12
"Event of Sale or Liquidation") of: (a) a dissolution or liquidation
of the Company; (b) a merger or consolidation in which the Company is
not the surviving corporation; (c) a sale of all or substantially all
of the assets of the Company; or (d) a sale of all or substantially
all of the outstanding Common Stock of the Company to one purchaser,
then each outstanding option shall terminate, provided, however, that
in such event, each optionee shall have the right immediately prior
to any Event of Sale of Liquidation to exercise his option with
respect to the full number of shares covered thereby, without regard
to any installment provision contained in this Agreement. In the
event of a change in the Company's Common Stock which is limited to a
change of all of its authorized shares with par value into the same
number of shares with a different par value or without par value, the
shares resulting from any such change shall be deemed to be Common
Stock within the meaning of the Plan. The aforesaid adjustment shall
be made by the Committee whose determination in that respect shall be
final, binding and conclusive. Except as hereinbefore expressly
provided in this Article VIII, the optionee shall have no rights by
reason of subdivision or consolidation of shares of stock of any
class or payment of any stock dividend or any other increase or
decrease in the number of shares of any class or by reason of any
Event of Sale or Liquidation, or spin-off of assets or stock of
another corporation; and any issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any
class, or securities convertible into shares of stock of any class,
shall not affect and no adjustment by reason thereof shall be made
with respect to the number or price of shares of the Company's Common
Stock subject to any option. The grant of an option pursuant to the
Plan shall not affect in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge or to consolidate or to
dissolve or liquidate or sell or transfer all or any part of its
business or assets.
ARTICLE IX
AMENDMENT OR DISCONTINUANCE
The Board may at any time amend, rescind or terminate the Plan,
as it shall deem advisable, provided, however, that no change may be
made in options theretofore granted under the Plan (without the
consent of the optionees) which should impair the optionee's rights.
Provided, however, that no amendment to the Plan will be effective
unless and until such amendment has been approved by the holders of a
majority of the Company's outstanding voting stock (voting as a
single class) present, or represented, and entitled to vote at a duly
constituted meeting of such shareholders, where appropriate, by
proxy.
<PAGE> 13
ARTICLE X
SHAREHOLDER APPROVAL
The Plan shall be effective (the "Effective Date") when it has
received the approval of a majority of the Board of Directors.
However, the Plan and all options granted under the Plan shall be
void if the Plan is not approved by the holders of a majority of the
outstanding voting stock of the Company (voting as a single class)
within twelve (12) months of the Effective Date.
NORTH AMERICAN RESORTS, INC.
BY: _________________________________
______________________, President
ATTEST:
_____________________________
Secretary
<PAGE> 14
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into by and between NORTH
AMERICAN RESORTS, INC. (the "Company") and _________________________
("____________________").
WHEREAS, _____________________ is a valuable and trusted
employee of the Company and the Company considered it desirable and
in the Company's best interests that ____________________ be given an
inducement to acquire a propriety interest in the Company and an
added incentive to advance the interests of the Company by possessing
an option to purchase stock of the Company in accordance with the
Incentive Stock Option Plan (the "Plan") adopted by the Board of
Directors (the "Board") of the Company on ____________________, 2000.
NOW THEREFORE, in consideration of the promises, it is agreed by
and between the parties as follows:
1. Grant of Option. The Company hereby grants to
____________________ the right, privilege, and option to purchase
____________________ shares of the Company's Common Stock at the
purchase price of $___________ per share, in the manner and subject
to the conditions hereinafter provided and Article VI of the "Stock
Option Plan" and further subject to terms and conditions to any
additional agreement.
2. Time of Exercise of Options. The aforesaid option may,
until the termination thereof as provided in paragraph 4, be
exercised in any increments, subject to Article VI(1) of the "Stock
Option Plan."
Provided that for this purpose any such previously granted
option not having been exercised in full shall be deemed to remain
outstanding until the expiration of the period during which under its
initial term it could have been exercised.
3. Method of Exercise. The option shall be exercise by written
notice (the "Notice") from ____________________ to the Executive
Committee (the "Committee") of the Board. The Notice shall specify
the number of shares of stock for which the option is being exercised
and be accompanied by payment in full of the option price for the
number of shares specified. The option shall be deemed exercised as
of the time the Notice is actually received by the Company. The
Company shall make immediate delivery of such shares, provided that
if any law or regulation required the Company to take any action with
respect to the shares specified in such Notice before the issuance
thereof, then the date of delivery of such shares shall be extended
for the period necessary to take such action.
4. Termination of Option. Except as otherwise provided, the
exercisable portion of the option to the extent not already exercised
or expired by its own terms shall terminate upon the first to occur
of the of the following dates:
<PAGE> 15
(a) Ninety days following the date on which __________________,
employment (or position as an officer or director) by the Company is
terminated.
(c) Midnight ____________________, 20____
5. Adjustments. Subject to any required action by the
Company's Directors and shareholders, the number of shares provided
for in this option, and the price thereof, shall be adjusted
proportionately upward or downward in accordance with the provisions
of Article VII of the Plan.
6. Rights prior to Exercise of Option. This option is
nontransferable other than by the laws of descent and distribution,
and is exercisable ____________________' during __________________'
lifetime only by ____________________. ____________________ shall
have no rights as a stockholder with respect to the option shares
until payment of the option price and delivery to him of such shares
as herein provided.
7. Restriction of Disposition. All shares acquired by
____________________ pursuant to this Incentive Stock Option
Agreement may be subject to restriction on sale, encumbrance and
other dispositions pursuant to state or federal law.
8. Notices. The addresses to which all notices required to be
given hereunder shall be sent are, if to the Company:
15945 Quality Trail North
Scandia, Minnesota 55073
and if to ____________________:
Either party may change his address by giving written notice to the
other party at the indicated address. All notices given hereunder
shall be deemed received when actually delivered to the indicated
address.
9. Stock Option Plan. This Agreement is subject to and
incorporates by reference all the terms and conditions set forth in
the Plan. In the event of any conflict between the terms of this
Agreement and the Plan, the terms and conditions of the Plan shall
control.
10. Binding Effect. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
<PAGE> 16
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of ____________________, 20___.
NORTH AMERICAN RESORTS, INC.
BY: _________________________________
______________________, President
ATTEST:
(Seal)
________________________________
Secretary
