GLOBUS INTERNATIONAL RESOURCES CORP.
RETAINER STOCK PLAN FOR NON-EMPLOYEE DIRECTORS AND CONSULTANTS
1. INTRODUCTION
This plan shall be known as the "GLOBUS INTERNATIONAL RESOURCES CORP.
Retainer Stock Plan For Non-Employee Directors and Consultants" is
hereinafter referred to as the "Plan". The purposes of the Plan
are to enable GLOBUS INTERNATIONAL RESOURCES CORP., a Nevada
corporation (the "Company"), to promote the interests of the Company and its
shareholders by attracting and retaining non-employee Directors
and Consultants capable of furthering the future success of the
Company and by aligning their economic interests more closely
with those of the Company's shareholders, by paying their
retainer or fees in the form of shares of the Company's common
stock, par value $.001 per share (the "Common Stock").
2. DEFINITIONS
The following terms shall have the meanings set forth below:
"Annual Meeting" means an annual meeting of the shareholders of
the Company.
"Board" means the Board of Directors of the Company.
"Change of Control" has the meaning set forth in Section 12(d).
"Code" means the Internal Revenue Code of 1986, as amended,
and the rules and regulations thereunder. References to any
provision of the Code or rule or regulation thereunder shall be
deemed to include any amended or successor provision, rule or
regulation.
"Committee" means the committee that administers the Plan, as
more fully defined in Section 13.
"Common Stock" has the meaning set forth in Section 1.
"Company" has the meaning set forth in Section 1.
"Deferral Election" has the meaning set forth in Section 6.
"Deferred Stock Account" means a bookkeeping account maintained
by the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock Account
pursuant to Section 7.
"Delivery Date" has the meaning set forth in Section 6.
"Director" means an individual who is a member of the Board of
Directors of the Company.
"Dividend Equivalent" for a given dividend or other
distribution means a number of shares of Common Stock having a
Fair Market Value, as of the record date for such dividend or
distribution, equal to the amount of cash, plus the fair market
value on the date of distribution of any property, that is
distributed with respect to one share of Common Stock pursuant to
such dividend or distribution; such fair market value to be
determined by the Committee in good faith.
"Effective Date" has the meaning set forth in Section 3.
"Exchange Act" has the meaning set forth in Section 13(b).
"Fair Market Value" means the mean between the highest and
lowest reported sales prices of the Common Stock on the NYSE
Composite Tape or, if not listed on such exchange, on any other
national securities exchange on which the Common Stock is listed
or on NASDAQ on the last trading day prior to the date with
respect to which the Fair Market Value is to be determined.
"Participant" has the meaning set forth in Section 4.
"Payment Time" means the time when a Stock Retainer is payable to
a Participant pursuant to Section 5 (without regard to the effect
of any Deferral Election).
"Stock Retainer" has the meaning set forth in Section 5.
"Third Anniversary" has the meaning set forth in Section 6.
3. EFFECTIVE DATE OF THE PLAN
The Plan shall be effective as of the date of the Meeting that
occurs in 2000 (the "Effective Date"), provided that it is
approved by the shareholders at such Meeting.
4. ELIGIBILITY
Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries. Each credit
of shares of Common Stock pursuant to the Plan shall be evidenced
by a written agreement duly executed and delivered by or on
behalf of the Company and a Participant, if such an agreement is
required by the Company to assure compliance with all applicable
laws and regulations.
5. GRANTS OF SHARES
Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock (the "Stock Retainer") pursuant to this Plan.
6. DEFERRAL ELECTION
From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered: (a) on the
date which is three years after the date of the Meeting for which
it was originally payable (the "Third Anniversary"), (b) on the
date upon which the Participant ceases to be a Director or
Consultant for any reason (the "Departure Date") or (c) in five
equal annual installments commencing on the Departure Date (the
"Third Anniversary" and the "Departure Date" each being referred
to herein as a "Delivery Date"). Such Deferral Election shall
remain in effect for each Subsequent Year unless changed,
provided that, any Deferral Election with respect to a particular
Year may not be changed less than six months prior to the
beginning of such Year and provided, further, that no more than
one Deferral Election or change thereof may be made in any Year.
Any Deferral Election and any change or revocation thereof shall
be made by delivering written notice thereof to the Committee no
later than six months prior to the beginning of the Year in which
it is to be effected; provided that, with respect to the Year
beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the 30th day prior to the 2000 Meeting.
7. DEFERRED STOCK ACCOUNTS
The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which
the Deferral Election relates. So long as any amounts in such
Deferred Stock Account have not been delivered to the Participant
under Section 8, each Deferred Stock Account shall be credited as
of the payment date for any dividend paid or other distribution
made with respect to the Common Stock, with a number of shares of
Common Stock equal to (a) the number of shares of Common Stock
shown in such Deferred Stock Account on the record date for such
dividend or distribution multiplied by (b) the Dividend
Equivalent for such dividend or distribution.
8. DELIVERY OF SHARES
(a) The shares of Common Stock in a Participant's Deferred
Stock Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as
practicable after the applicable Delivery Date. Except with
respect to a Deferral Election pursuant to Section 6(c), such
shares shall be delivered at one time; provided that, if the
number of shares so delivered includes a fractional share, such
number shall be rounded to the nearest whole number of shares. If
the Participant has in effect a Deferral Election pursuant to
Section 6(c), then such shares shall be delivered in five equal
annual installments (together with dividends attributable to such
shares credited to such Deferred Stock Account), with the first
such installment being delivered on the first anniversary of the
Delivery Date; provided that, if in order to equalize such
installments, fractional shares would have to be delivered, such
installments shall be adjusted by rounding to the nearest whole
share. If any such shares are to be delivered after the
Participant has died or become legally incompetent, they shall be
delivered to the Participant's estate or legal guardian, as the
case may be, in accordance with the foregoing; provided that, if
the Participant dies with a Deferral Election pursuant to Section
6(c) in effect, the Committee shall deliver all remaining
undelivered shares to the Participant's estate immediately.
References to a Participant in this Plan shall be deemed to refer
to the Participant's estate or legal guardian, where appropriate.
(b) The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either
case, the "Trust") to assist it in accumulating the shares of
Common Stock needed to fulfill its obligations under this
Section 8. However, Participants shall have no beneficial or
other interest in the Trust and the assets thereof, and their
rights under the Plan shall be as general creditors of the
Company, unaffected by the existence or nonexistence of the
Trust, except that deliveries of Stock Retainers to Participants
from the Trust shall, to the extent thereof, be treated as
satisfying the Company's obligations under this Section 8.
9. SHARE CERTIFICATES; VOTING AND OTHER RIGHTS
The certificates for shares delivered to a Participant pursuant
to Section 8 above shall be issued in the name of the
Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a shareholder with
respect to Common Stock for all such shares issued in his or her
name, including the right to vote the shares, and the Participant
shall receive all dividends and other distributions paid or made
with respect thereto.
10. GENERAL RESTRICTIONS
(a) Notwithstanding any other provision of the Plan or
agreements made pursuant thereto, the Company may but shall not
be required to issue or deliver any certificate or certificates
for shares of Common Stock under the Plan prior to fulfillment of
all of the following conditions:
(i) Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange,
Inc.,or such other securities exchange as may at the time be
a market for the Common Stock;
(ii) Any registration or other qualification of such shares
under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Committee shall, upon the advice
of counsel, deem necessary or advisable; and
(iii) Obtaining any other consent, approval, or permit from
any state or federal governmental agency which the Committee
shall, after receiving the advice of counsel, determine to be
necessary or advisable.
(b) Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.
11. SHARES AVAILABLE
Subject to Section 12 below, the maximum number of shares of
Common Stock which may in the aggregate be paid as Stock
Retainers pursuant to the Plan is 5,000,000. Shares of Common
Stock issueable under the Plan may be taken from treasury shares
of the Company or purchased on the open market.
12. ADJUSTMENTS; CHANGE OF CONTROL
(a) In the event that there is, at any time after the Board
adopts the Plan, any change in corporate capitalization, such as
a stock split, combination of shares, exchange of shares,
warrants or rights offering to purchase Common Stock at a price
below its fair market value, reclassification, or
re-capitalization, or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other
extraordinary distribution of stock or property of the Company,
any reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the Code) or
any partial or complete liquidation of the Company (each of the
foregoing a "Transaction"), in each case other than any such
Transaction which constitutes a Change of Control (as defined
below), (i) the Deferred Stock Accounts shall be credited with
the amount and kind of shares or other property which would have
been received by a holder of the number of shares of Common Stock
held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant
provisions of the Plan and any such modification by the Committee
shall be binding and conclusive on all persons.
(b) If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another
form of property, references in the Plan to the Common Stock
shall be deemed, where appropriate, to refer to such other form
of property, with such other modifications as may be required for
the Plan to operate in accordance with its purposes. Without
limiting the generality of the foregoing, references to delivery
of certificates for shares of Common Stock shall be deemed to
refer to delivery of cash and the incidents of ownership of any
other property held in the Deferred Stock Accounts.
(c) In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on
the date of the Change of Control: (i) the shares of Common
Stock held in each Participant's Deferred Stock Account shall be
deemed to be issued and outstanding as of the Change of Control;
(ii) the Company shall forthwith deliver to each Participant who
has a Deferred Stock Account all of the shares of Common Stock or
any other property held in such Participant's Deferred Stock
Account; and (iii) the Plan shall be terminated.
(d) For purposes of this Plan, Change of Control shall mean any
of the following events:
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (a) the then
outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (b) the combined
voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities");
provided, however, that the following acquisitions shall not
constitute a Change of Control: (a) any acquisition
directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired
directly from the Company), (b) any acquisition by the
Company, (c) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or (d)
any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following such
reorganization, merger or consolidation, the conditions
described in clauses (a), (b) and (c) of paragraph (iii) of
this Section 12(d) are satisfied; or
(ii) Individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Board" and, as
of the date hereof, the "Incumbent Board") cease for
any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of
either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
(iii) Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or
consolidation, unless, following such reorganization,
merger, binding share exchange or consolidation (a)
more than 60% of, respectively, the then outstanding shares
of common stock of the corporation resulting from such
reorganization, merger, binding share exchange or
consolidation and the combined voting power of the
then outstanding voting securities of such corporation
entitled to vote generally in the election of
directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such
reorganization, merger, binding share exchange or
consolidation in substantially the same proportions as their
ownership,
immediately prior to such reorganization, merger,
binding share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (b) no Person
(excluding the Company, any employee benefit plan
(or related trust) of the Company or such corporation
resulting from such reorganization, merger, binding
share exchange or consolidation and any Person beneficially
owning, immediately prior to such reorganization,
merger, binding share exchange or consolidation,
directly or
indirectly, 20% or more of the Outstanding Company
Common Stock or Outstanding Company Voting Securities,
as the case may be) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding
share exchange or consolidation or the combined
voting power of the then outstanding voting securities
of such corporation entitled to vote generally in the
election of directors and (c) at least a majority of
the members of the board of directors of the corporation
resulting from such reorganization, merger, binding
share exchange or consolidation were members of the
Incumbent
Board at the time of the execution of the initial
agreement providing for such reorganization, merger,
binding
share exchange or consolidation; or
(iv) Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or
(b) the sale or other disposition of all or
substantially
all of the assets of the Company, other than to a
corporation, with respect to which following such sale
or other disposition, (x) more than 60% of,
respectively,
the then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of
directors
is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and
entities
who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding
Company
Voting Securities immediately prior to such sale or
other
disposition in substantially the same proportion as
their ownership, immediately prior to such sale or
other
disposition, of the Outstanding Company Common Stock
and
Outstanding Company Voting Securities, as the case may
be,
(y) no Person (excluding the Company and any employee
benefit plan (or related trust) of the Company or such
corporation and any Person beneficially owning,
immediately prior to such sale or other disposition,
directly or indirectly, 20% or more of the Outstanding
Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns,
directly or indirectly, 20% or more of, respectively,
the then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled
to vote generally in the election of directors and (z)
at least a majority of the members of the board
of directors of such corporation were members of the
Incumbent Board at the time of the execution of the
initial agreement or action of the Board providing for
such sale or other disposition of assets of the
Company.
13. ADMINISTRATION; AMENDMENT AND TERMINATION
(a) The Plan shall be administered by a committee consisting of
three members who shall be the Chief Executive Officer, the Chief
Financial Officer and the Senior Vice President - Human Resources
or such other senior executive officers or other directors who
are not Participants as may be designated by the Chief Executive
Officer (the "Committee"), which shall have full authority to
construe and interpret the Plan, to establish, amend and rescind
rules and regulations relating to the Plan, and to take all such
actions and make all such determinations in connection with the
Plan as it may deem necessary or desirable.
(b) The Board may from time to time make such amendments to
the Plan, including to preserve or come within any exemption from
liability
under Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as it may deem proper and in the best
interest of the Company without further approval of the Company's
stockholders, provided that, to the extent required under New
York law or to qualify transactions under the Plan for exemption
under Rule 16b-3 promulgated under the Exchange Act, no amendment
to the Plan shall be adopted without further approval of the
Company's stockholders and, provided, further, that if and to the
extent required for the Plan to comply with Rule 16b-3
promulgated under the Exchange Act, no amendment to the Plan
shall be made more than once in any six-month period that would
change the amount, price or timing of the grants of Common Stock
hereunder other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income
Security Act of 1974, as amended, or the regulations thereunder.
(c) The Board may terminate the Plan at any time by a vote of a
majority of the members thereof.
14. MISCELLANEOUS
(a) Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection
by the Company's shareholders or to limit the rights of the
shareholders to remove any Director.
(b) The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to
the Plan, that a Participant make arrangements satisfactory to
the Committee for the withholding of any taxes required by law to
be withheld with respect to the issuance or delivery of such
shares, including without limitation by the withholding of shares
that would otherwise be so issued or delivered, by withholding
from any other payment due to the Participant, or by a cash
payment to the Company by the Participant.
15. GOVERNING LAW
The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Nevada
By:/s/ Serge Pisman
Serge Pisman, President
