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EXHIBIT 99.1
WORKFIRE TECHNOLOGIES INTERNATIONAL, INC.
2000 STOCK OPTION PLAN
1. PURPOSE; EFFECTIVENESS OF THE PLAN.
(a) The purpose of this Plan is to advance the interests of the Company
and its stockholders by helping the Company obtain and retain the services of
employees, officers, consultants, and directors, upon whose judgment, initiative
and efforts the Company is substantially dependent, and to provide those persons
with further incentives to advance the interests of the Company.
(b) This Plan will become effective on the date of its adoption by the
Board provided the Plan is approved by the stockholders of the Company
(excluding holders of shares of Stock issued by the Company pursuant to the
exercise of options granted under this Plan) within twelve months before or
after that date. If the Plan is not so approved by the stockholders of the
Company any options granted under this Plan will be rescinded and will be void.
This Plan will remain in effect until it is terminated by the Board or the
Committee (as defined hereafter) under section 9 hereof, except that no ISO (as
defined herein) will be granted after the tenth anniversary of the date of this
Plan's adoption by the Board. This Plan will be governed by, and construed in
accordance with, the laws of the State of Nevada.
2. CERTAIN DEFINITIONS.
Unless the context otherwise requires, the following defined terms (together
with other capitalized terms defined elsewhere in this Plan) will govern the
construction of this Plan, and of any stock option agreements entered into
pursuant to this Plan:
(a) "10% Stockholder" means a person who owns, either directly or
indirectly by virtue of the ownership attribution provisions set forth in
Section 424(d) of the Code at the time he or she is granted an Option, stock
possessing more than ten percent (10%) of the total combined voting power or
value of all classes of stock of the Company and/or of its subsidiaries;
(b) "1933 Act" means the federal Securities Act of 1933, as amended;
(c) "Board" means the Board of Directors of the Company;
(d) "Called for under an Option," or words to similar effect, means
issuable pursuant to the exercise or an Option;
(e) "Code" means the Internal Revenue Code of 1986, as amended (references
herein to Sections of the Code are intended to refer to Sections of the Code as
enacted at the
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time of this Plan's adoption by the Board and as subsequently amended, or to any
substantially similar successor provisions of the Code resulting from
recodification, renumbering or otherwise);
(f) "Committee" means a committee, known as the Compensation Committee, of
two or more Disinterested Directors, appointed by the Board, to administer and
interpret this Plan; provided that the term "Committee" will refer to the Board
during such times as no Committee is appointed by the Board;
(g) "Company" means Workfire Technologies International, Inc.
(h) "Disability" has the same meaning as "permanent and total disability,"
as defined in Section 22(e)(3) of the Code;
(i) "Disinterested Director" means a member of the Board who is not during
the period of one year prior to his or her service as an administrator of the
Plan, or during the period of such service, granted or awarded Stock, options to
acquire Stock, or similar equity securities of the Company under this Plan or
any similar plan of the Company, other than the grant of a Formula Option
pursuant to section 6(m) of this Plan;
(j) "Eligible Participants" means persons who, at a particular time, are
employees, officers, consultants, or directors of the Company or its
subsidiaries;
(k) "Fair Market Value" means, with respect to the Stock and as of the
date an ISO or a Formula Option is granted hereunder, the market price per share
of such Stock determined by the Committee, consistent with the requirements of
Section 422 of the Code and to the extent consistent therewith, as follows:
(i) If the Stock was traded on a stock exchange on the date in
question, then the Fair Market Value will be equal to the closing price reported
by the applicable composite-transactions report for such date;
(ii) If the Stock was traded over-the-counter on the date in question
and was classified as a national market issue, then the Fair Market Value will
be equal to the last-transaction price quoted by the NASDAQ system for such
date;
(iii) If the Stock was traded over-the-counter on the date in question
but was not classified as a national market issue, then the Fair Market Value
will be equal to the average of the last reported representative bid and asked
prices quoted by the NASDAQ system far such date; and
(iv) If none of the foregoing provisions is applicable, then the Fair
Market Value will be determined by the Committee in good faith on such basis as
it deems appropriate.
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(l) "Formula Option" means an NSO granted to members of the Committee
pursuant to section 6(m) hereof;
(m) "ISO" has the same meaning as "incentive stock option," as defined in
Section 422 of the Code;
(n) "Just Cause Termination" means a termination by the Company of an
Optionee's employment by and/or service to the Company (or if the Optionee is a
director, removal of the Optionee from the Board by action of the stockholders
or, if permitted by applicable law and the bylaws of the Company, the other
directors), in connection with the good faith determination of the Company's
board of directors (or of the Company's stockholders if the Optionee is a
director and the removal of the Optionee from the Board is by action of the
stockholders, but in either case excluding the vote of the Optionee if he or she
is a director or a stockholder) that the Optionee has engaged in any acts
involving dishonesty or moral turpitude or in any acts that materially and
adversely affect the business, affairs or reputation of the Company or its
subsidiaries;
(o) "NSO" means any option granted under this Plan whether designated by
the Committee as a "non-qualified stock option, a "non-statutory stock option"
or otherwise, other than an option designated by the Committee as an ISO, or any
option so designated but which, for any reason, fails to qualify as an ISO
pursuant to Section 422 of the Code and the rules and regulations thereunder;
(p) "Option" means an option granted pursuant to this Plan entitling the
option holder to acquire shares of Stock issued by the Company pursuant to the
valid exercise of the option;
(q) "Option Agreement" means an agreement between the Company and an
Optionee, in form and substance satisfactory to the Committee in its sole
discretion, consistent with this Plan;
(r) "Option Price" with respect to any particular Option means the
exercise price at which the Optionee may acquire each share of the Option Stock
called for under such Option;
(s) "Option Stock" means Stock Issued or issuable by the Company pursuant
to the valid exercise of an Option;
(t) "Optionee" means an Eligible Participant to whom Options are granted
hereunder, and any transferee thereof pursuant to a Transfer authorized under
this Plan;
(u) "Plan" means this 2000 Stock Option Plan of the Company;
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(v) "QDRO" has the same meaning as "qualified domestic relations order" as
defined in Section 414(p} of the Code;
(w) "Stock" means shares of the Company's Common Stock, $.0001 value;
(x) "Subsidiary" has the same meaning as "Subsidiary Corporation" as
defined in Section 424(f) of the Code;
(y) "Transfer," with respect to Option Stock, includes, without
limitation, a voluntary or involuntary sale, assignment, transfer, conveyance,
pledge, hypothecation, encumbrance, disposal, loan, gift, attachment or levy of
such Option Stock, including without limitation an assignment for the benefit of
creditors of the Optionee, a transfer by operation of law, such as a transfer by
will or under the laws of descent and distribution, an execution of judgement
against the Option Stock or the acquisition of record or beneficial ownership
thereof by a lender or creditor, a transfer pursuant to a ODRO, or to any decree
of divorce, dissolution or separate maintenance, any property settlement, any
separation agreement or any other agreement with a spouse (except for estate
planning purposes) under which a part or all of the shares of Option Stock are
transferred or awarded to the spouse of the Optionee or are required to be sold:
or a transfer resulting from the filing by the Optionee of a petition for
relief, or the filing of an involuntary petition against such Optionee, under
the bankruptcy laws of the United States or of any other nation.
3. ELIGIBILITY.
The Company may grant Options under this Plan only to persons who are Eligible
Participants as of the time of such grant. Subject to the provisions of sections
4(d), 5 and B hereof, there is no limitation on the number of Options that may
be granted to an Eligible Participant.
4. ADMINISTRATION.
(a) Committee. The Committee, if appointed by the Board, will administer
this Plan. If the Board, in its discretion, does not appoint such a Committee,
the Board itself will administer this Plan and take such other actions as the
Committee is authorized to take hereunder; provided that the Board may take such
actions hereunder in the same manner as the Board may take other actions under
the Company's Articles of incorporation and bylaws generally.
(b) Authority and Discretion of Committee. The Committee will have full
and final authority in its discretion, at any time and from time to time,
subject only to the express terms, conditions and other provisions of the
Company's Articles of incorporation, bylaws and this Plan, and the specific
limitations on such discretion set forth herein:
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(i) to select and approve the persons who will be granted Options
under this Plan from among the Eligible Participants, and to grant to any person
so selected one or more Options to purchase such number of shares of Option
Stock as the Committee may determine;
(ii) to determine the period or periods of time during which Options
may be exercised, the Option Price and the duration of such Options, and other
matters to be determined by the Committee in connection with specific Option
grants and Options Agreements as specified under this Plan;
(iii) to interpret this Plan, to prescribe, amend and rescind rules
and regulations relating to this Plan, and to make all other determinations
necessary or advisable for the operation and administration of this Plan; and
(iv) to delegate all or a portion of its authority under subsections
(i) and (ii) of this section 4(b) to one or more directors of the Company who
are executive officers of the Company, but only in connection with Options
granted to Eligible Participants who are not subject to the reporting and
liability provisions of Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, and subject to such
restrictions and limitations (such as the aggregate number of shares of Option
Stock called for by such Options that may be granted) as the Committee may
decide to impose on such delegate directors.
(c) Limitation on Authority. Notwithstanding the foregoing, or any other
provision of this Plan, the Committee will have no authority:
(i) to grant Options to any of its members, whether or not approved
by the Board; and
(ii) to determine any matters, or exercise any discretion, in
connection with the Formula Options under section e(m) hereof, to the extent
that the power to make such determinations or to exercise such discretion would
cause one or more members of the Committee no longer to be "Disinterested
Directors" within the meaning of section 2(i) above.
(d) Designation of Options. Except as otherwise provided herein, the
Committee will designate any Option granted hereunder either as an ISO or as an
NSO. To the extent that the Fair Market Value (determined at the time the Option
is granted) of Stock with respect to which all ISOs are exercisable for the
first time by any individual during any calendar year (pursuant to this Plan and
all other plans of the Company and/or its subsidiaries) exceeds $100,000, such
option will be treated as an NSO. Notwithstanding the general eligibility
provisions of section 3 hereof, the Committee may grant ISOs only to persons who
are employees of the Company and/or its subsidiaries.
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(e) Option Agreements. Options will be deemed granted hereunder only upon
the execution and delivery of an Option Agreement by the Optionee and a duly
authorized officer of the Company. Options will not be deemed granted hereunder
merely upon the authorization of such grant by the Committee.
5. SHARES RESERVED FOR OPTIONS.
(a) Option Pool. The aggregate number of shares of Option Stock that may
be issued pursuant to the exercise of Options granted under this Plan initially
will not exceed Seven Hundred Twenty Two Thousand Eight Hundred Eighty (722,880)
(the "Option Pool"), provided that such number automatically shall be adjusted
annually on the first day of the Company's fiscal year end to a number equal to
9% of the number of shares of Stock of the Company outstanding on the last day
of the immediately preceding fiscal year, or 722,880 shares, whichever is
greater, and provided further that such number will be increased by the number
of shares of Option Stock that the Company subsequently may reacquire through
repurchase or otherwise. Shares of Option Stock that would have been issuable
pursuant to Options, but that are no longer issuable because all or part of
those Options have terminated or expired, will be deemed not to have been issued
for purposes of computing the number of shares of Option Stock remaining in the
Option Pool and available for issuance.
(b) Adjustments Upon Changes In Stock. In the event of any change in the
outstanding Stock of the Company as a result of a stock split, reverse stock
split, stock dividend, recapitalization, combination or reclassification,
appropriate proportionate adjustments will be made in:
(i) the aggregate number of shares of Option Stock in the Option
Pool that may be issued pursuant to the exercise of Options granted hereunder;
(ii) the Option Price and the number of shares of Option Stock called
for in each outstanding Option granted hereunder; and
(iii) other rights and matters determined on a per share basis under
this Plan or any Option Agreement hereunder. Any such adjustments will be made
only by the Board, and when so made will be effective, conclusive and binding
for all purposes with respect to this Plan and all Options then outstanding. No
such adjustments will be required by reason of the issuance or sale by the
Company for cash or other consideration of additional shares of its Stock or
securities convertible into or exchangeable for shares of its Stock.
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6. TERMS OF STOCK OPTION AGREEMENTS.
Each Option granted pursuant to this Plan will be evidenced by an agreement (an
"Option Agreement") between the Company and the person to whom such Option is
granted, in form and substance satisfactory to the Committee in its sole
discretion, consistent with this Plan. Without limiting the foregoing, each
Option Agreement (unless otherwise slated therein) will be deemed to include the
following terms and conditions;
(a) Covenants of Optionee. At the discretion of the Committee, the person
to whom an Option is granted hereunder, as a condition to the granting of the
Option, must execute and deliver to the Company a confidential information
agreement approved by the Committee. Nothing contained in this Plan, any Option
Agreement or in any other agreement executed in connection with the granting of
an Option under this Plan will confer upon any Optionee any right with respect
to the continuation of his or her status as an employee of, consultant or
independent contractor to, or director of, the Company or its subsidiaries.
(b) Vesting Periods. Unless the Option Agreement executed by an Optionee
expressly otherwise provides and except as set forth herein, the right to
exercise an Option granted hereunder will be subject to the following Vesting
Periods, subject to the Optionee continuing to be an Eligible Participant and
the occurrence of any other event (including the passage of time) that would
result in the cancellation or termination of the Option:
(i) no portion of the Option will be exercisable prior to the
expiration of three months after the date of grant set forth in the Option
Agreement, unless specifically waived by the Committee; and
(ii) such additional vesting periods as may be determined by the
Committee in its sole discretion
(c) Exercise of the Option.
(i) Mechanics and Notice. An Option may be exercised to the extent
exercisable (1) by giving written notice of exercise to the Company, specifying
the number of full shares of Option Stock to be purchased and accompanied by
full payment of the Option Price thereof and the amount of withholding taxes
pursuant to subsection 6(c)(ii) below; and (2) by giving assurances satisfactory
to the Company that the shares of Option Stock to be purchased upon such
exercise are being purchased for investment and not with a view to resale in
connection with any distribution of such shares in violation of the 1933 Act;
provided, however, that in the event the Option Stock called for under the
Option is registered under the 1933 Act, or in the event resale of such Option
Stock without such registration would otherwise be permissible, this second
condition will be inoperative if, in the opinion of counsel for the
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Company, such condition is not required under the 1933 Act, or any other
applicable law, regulation or rule of any governmental agency.
(ii) Withholding Taxes. As a condition to the issuance of the shares
of Option Stock upon full or partial exercise of an NSO granted under this Plan,
the Optionee will pay to the Company in cash, or in such other form as the
Committee may determine in its discretion, the amount of the Company's tax
withholding liability required in connection with such exercise. For purposes of
this subsection 6(c)(ii), "tax withholding liability" will mean all federal and
state income taxes, social security tax, and any other taxes applicable to the
compensation income arising from the transaction required by applicable law to
be withheld by the Company.
(c) Payment at Option Price. Each Option Agreement will specify the Option
Price with respect to the exercise of Option Stock thereunder, to be fixed by
the Committee in its discretion, but in no event will the Option Price for an
ISO granted hereunder be less than the Fair Market Value (or, in case the
Optionee is a 10% Stockholder, one hundred ten percent (110%) of such Fair
Market Value) of the Option Stock at the time such ISO is granted, and in no
event will the Option Price for an NSO granted hereunder be less than the 85% of
Fair Market Value. The Option Price will be payable to the Company in United
States dollars in cash or by check or, such other legal consideration as may be
approved by the Committee, in its discretion.
(i) For example, the Committee, in its discretion, may permit a
particular Optionee to pay all or a portion of the Option Price and/or the tax
withholding liability set forth in subsection 8(c)(ii) above, with respect to
the exercise of an Option either by surrendering shares of Stock already owned
by such Optionee or by withholding shares of Option Stock, provided that the
Committee determines that the fair market value of such surrendered Stock or
withheld Option Stock is equal to the corresponding portion of such Option Price
and/or tax withholding liability, as the case may be, to be paid for therewith.
(ii) If the Committee permits an Optionee to pay any portion of the
Option Price and/or tax withholding liability with shares of Stock with respect
to the exercise of an Option (the "Underlying Option") as provided in subsection
6(d)(i) above, then the Committee, in its discretion, may grant to such Optionee
(but only if Optionee remains an Eligible Participant at that time) additional
NSOs, the number of shares of Option Stock called for thereunder to be equal to
all or a portion of the Stock so surrendered or withheld (a "Replacement
Option"). Each Replacement Option will be evidenced by an Option Agreement.
Unless otherwise set forth therein, each Replacement Option will be immediately
exercisable upon such grant (without any Vesting Period) and will be coterminous
with the Underlying Option. The
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Committee, in its sole discretion, may establish such other terms and conditions
for Replacement Options as it deems appropriate.
(e) Termination of the Option. Except as otherwise provided herein, each
Option Agreement will specify the period of time, to be fixed by the Committee
in its discretion, during which the Option granted therein will be exercisable,
not to exceed ten years from the date of grant (the "Option Period"); provided
that the Option Period will not exceed five years from the date of grant in the
case at an ISO granted to a 10% Stockholder. To the extent not previously
exercised, each Option will terminate upon the expiration of the Option Period
specified in the Option Agreement; provided, however, that each such Option will
terminate, if earlier:
(i) three months after the date that the Optionee ceases to be an
Eligible Participant for any reason, other than by reason of death or disability
or a Just Cause Termination;
(ii) twelve months after the date that the Optionee ceases to be an
Eligible Participant by reason of such person's death or disability; or
(iii) immediately as of the date that the Optionee ceases to be an
Eligible Participant by reason of a Just Cause Termination.
In the event of a sale of all or substantially all of the assets of the Company,
or a merger or consolidation or other reorganization in which the Company is not
the surviving corporation, or in which the Company becomes a subsidiary of
another corporation (any of the foregoing events, a "Corporate Transaction"),
then notwithstanding anything else herein, the right to exercise all then
outstanding Options will vest immediately prior to such Corporate Transaction
and will terminate immediately after such Corporate Transaction; provided,
however, that if the Board, in its sole discretion, determines that such
immediate vesting of the right to exercise outstanding Options is not in the
best interests of the Company, then the successor corporation must agree to
assume the outstanding Options or substitute therefor comparable options of such
successor corporation or a parent or subsidiary of such successor corporation.
(f) Options Non transferable. No Option will be transferable by the
Optionee otherwise than by will or the laws of descent and distribution or in
the case of an NSO, pursuant to a QDRO. During the lifetime of the Optionee, the
Option will be exercisable only by him or her, or the transferee of an NSO if it
was transferred pursuant to a QDRO.
(g) Qualification of Stock. The right to exercise an Option will be
further subject to the requirement that if at any time the Board determines, in
its discretion, that the listing, registration or qualification of the shares of
Option Stock called for thereunder upon any securities exchange or under any
state or federal law, or the consent or approval of any governmental regulatory
authority, is necessary or
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desirable as a condition of or in connection with the granting of such Option or
the purchase of shares of Option Stock thereunder, the Option may not be
exercised, in whole or in part, unless and until such listing, registration,
qualification, consent or approval is effected or obtained free of any
conditions not acceptable to the Board, in its discretion.
(h) Additional Restrictions on Transfer. By accepting Options and/or
Option Stock under this Plan, the Optionee will be deemed to represent, warrant
and agree as follows:
(i) Securities Act of 1933. The Optionee understands that the shares
of Option Stock have not been registered under the 1933 Act, and that such
shares are not freely tradable and must be held indefinitely unless such shares
are either registered under the 1933 Act or an exemption from such registration
is available. The Optionee understands that the Company is under no obligation
to register the shares of Option Stock.
(ii) Other Applicable Laws. The Optionee further understands that
Transfer of the Option Stock requires full compliance with the provisions of all
applicable laws.
(iii) Investment Intent. Unless a registration statement is in effect
with respect to the sale of Option Stock obtained through exercise of Options
granted hereunder: (1) Upon exercise of any Option, the Optionee will purchase
the Option Stock for his or her own account and not with a view to distribution
within the meaning of the 1933 Act, other than as may be effected in compliance
with the 1933 Act and the rules and regulations promulgated thereunder; (2) no
one else will have any beneficial interest in the Option Stock; and (3) he or
she has no present intention of disposing of the Option Stock at any particular
time.
(i) Compliance with Law. Notwithstanding any other provision of this Plan,
Options may be granted pursuant to this Plan, and Option Stock may be issued
pursuant to the exercise thereof by an Optionee, only after there has been
compliance with all applicable federal and state securities laws, and all of the
same will be subject to this overriding condition. The Company will not be
required to register or qualify Option Stock with the Securities and Exchange
Commission or any State agency, except that the Company will register with, or
as required by local law, file for and secure an exemption from such
registration requirements from, the applicable securities administrator and
other officials of each jurisdiction in which an Eligible Participant would be
granted an Option hereunder prior to such grant.
(j) Stock Certificates. Certificates representing the Option Stock issued
pursuant to the exercise or Options will bear all legends required by law and
necessary to effectuate this Plan's provisions. The Company may place a "stop
transfer" order against shares
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of the Option Stock until all restrictions and conditions set forth in this Plan
and in the legends referred to in this section 6(j) have been complied with.
(k) Notices. Any notice to be given to the Company under the terms of an
Option Agreement will be addressed to the Company at its principal executive
office, Attention: Corporate Secretary, or at such other address as the Company
may designate in writing. Any notice to be given to an Optionee will be
addressed to the Optionee at the address provided to the Company by the
Optionee. Any such notice will be deemed to have been duly given if and when
enclosed in a properly sealed envelope, addressed as aforesaid, registered and
deposited, postage and registry fee prepaid, in a post office or branch post
office regularly maintained.
(l) Other Provisions. The Option Agreement may contain such other terms,
provisions and conditions, including such special forfeiture conditions, rights
of repurchase, rights of first refusal and other restrictions on Transfer of
Option Stock issued upon exercise of any Options granted hereunder, not
inconsistent with this Plan, as may be determined by the Committee in its sole
discretion.
(m) Formula Options. No formula options are to be established at this
time.
7. PROCEEDS FROM SALE OF STOCK.
Cash proceeds from the sale of shares of Option Stock issued from time to time
upon the exercise of Options granted pursuant to this Plan will be added to the
general funds of the Company and as such will be used from time to time for
general corporate purposes.
8. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.
Subject to the terms and conditions and within the limitations of this Plan, and
except with respect to Formula Options, the Committee may modify, extend or
renew outstanding Options granted under this Plan, or accept the surrender of
outstanding Options (to the extent not theretofore exercised) and authorize the
granting of new Options in substitution therefor (to the extent not theretofore
exercised). Notwithstanding the foregoing, however, no modification of any
Option will, without the consent of the holder of the Option, alter or impair
any rights or obligations under any Option theretofore granted under this Plan.
9. AMENDMENT AND DISCONTINUANCE.
The Board or the Committee may amend, suspend or discontinue this Plan at any
time or from time to time; provided that no action of the Board or the Committee
will cause ISOs granted under this Plan not to comply with Section 422 of the
Code unless the Board or the Committee specifically declares such action to be
made for that purpose and provided further, that the provisions of section 6(m)
hereof may not be amended more often than once during any six (6) month period,
other than
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to comport with changes in the Code, the Employee Retirement Income Security
Act, or the rules and regulations thereunder. Moreover, no such action may alter
or impair any Option previously granted under this Plan without the consent of
the holder of such Option. The Board or the Committee may amend the Plan without
shareholder approval where such approval is not required to satisfy any
statutory or regulatory requirements.
10. PLAN COMPLIANCE WITH RULE 16b-3.
With respect to persons subject to Section 16 of the Securities Exchange Act of
1934, transactions under this plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any
provision of the plan or action by the plan administrators fails so to comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the plan administrators.
11. COPIES OF PLAN.
A copy of this Plan will be delivered to each Optionee at or before the time he
or she executes an Option Agreement.
***
Date Plan Adopted by Board of Directors: January ___, 2000
Date Plan Approved by Stockholders:January ___, 2000
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