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EXHIBIT 99.3
GLOBAL MEDIA CORP.
2000 STOCK OPTION PLAN
ARTICLE I: DEFINITIONS
As used herein, terms have the meaning hereinafter set forth unless the
context should clearly indicate the contrary:
(a) "Board" shall mean the Board of Directors of the Company;
(b) "Days" shall mean for calculation purposes the days of the
week in which the NASD Electronic Bulletin Board conducts and
is open for regular trading activity;
(c) "Company" shall mean GLOBAL MEDIA CORP., a Nevada corporation;
(d) "Director" shall mean a member of the Board;
(e) "Fair Market Value" shall mean the average closing low bid
price for the Company's common stock for the previous five (5)
trading days ending on the date of grant;
(f) "Grant" means the issuance of an Option hereunder to an
Optionee entitling such Optionee to acquire Stock on the terms
and conditions set forth in a Stock Option Agreement to be
entered into with the Optionee;
(g) "Eligible Plan Participant" shall mean any Director, Executive
Officer, Employee, Consultant or Advisor which has been
confirmed by the Board as eligible to participate under this
Plan;
(h) "Option" shall mean the right granted to an Optionee to
acquire Stock of the Company pursuant to the Plan;
(i) "Optionee" shall mean an Eligible Plan Participant to whom a
Grant hereunder has been made;
(j) "Plan" shall mean the GLOBAL MEDIA CORP. 2000 Stock Option
Plan, the terms of which are herein set forth;
(k) "Stock" shall mean the common stock of the Company or, in the
event the outstanding shares of stock are hereafter changed
into or exchanged for shares of different stock or securities
of the Company or some other corporation, such other stock or
securities;
(l) "Stock Option Agreement" shall mean the agreement between the
Company and an Optionee under which an Optionee may acquire
Stock pursuant to the Plan.
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ARTICLE II: THE PLAN
2.1 NAME. The plan shall be known as the "GLOBAL MEDIA CORP. 2000
Option Plan."
2.2 PURPOSE. The purpose of the Plan is to advance the business and
development of the Company and its shareholders by affording to the Eligible
Plan Participants the opportunity to acquire a propriety interest in the Company
by the grant of Options to such persons under the terms herein set forth. By
doing so, the Company seeks to motivate, retain and attract highly competent,
highly motivated Eligible Plan Participants to ensure the success of the
Company. The Options to be granted hereunder are non-statutory Options made
available to Eligible Plan Participants.
2.3 EFFECTIVE DATE. The Plan shall become effective upon its adoption
by the Board of the Company.
2.4 TERMINATION DATE. The Plan shall terminate ten (10) years from the
date the Plan is adopted by the Board of the Company and at such time any
Options granted hereunder shall be void and of no further force or effect.
ARTICLE III: PARTICIPANTS
Only Eligible Plan Participants shall be eligible to be granted an
Option under the Plan. The Board may grant Options to any Eligible Plan
Participants in accordance with such determinations as the Board may, from time
to time, in its sole discretion make.
ARTICLE IV: ADMINISTRATION
4.1 The Plan shall be administered by an Administrative Committee of
the Board of Directors of the Company consisting of a majority of independent
directors. Subject to the express provisions of the Plan, the Administrative
Committee shall have the sole discretion and authority to determine from among
eligible persons those to whom and the time or times at which Options may be
granted and the number of shares of Stock to be subject to each Option. Subject
to the express provisions of the Plan, the Administrative Committee shall also
have complete authority to interpret the Plan, to prescribe, amend and rescind
rules and regulations related to it and to determine the details and provisions
of each Stock Option Agreement and to make all other determinations necessary or
advisable in the administration of the Plan. The Administrative Committee shall
also have the authority to modify outstanding Options and the provisions therein
subject to the agreement of the Optionee.
4.2 RECORDS OF PROCEEDINGS. The Board shall maintain written minutes of
its actions which shall be maintained among the records of the Company.
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4.3 COMPANY ASSISTANCE. The Company shall supply full and timely
information to the Board in all matters relating to eligible Optionees, their
status, death, retirement, disability and such other pertinent facts as the
Board may require. The Company shall furnish the Board with such clerical and
other assistance as is necessary in the performance of its duties.
ARTICLE V: SHARES OF STOCK SUBJECT TO THE PLAN
5.1 LIMITATION. The number of shares of Stock which may be issued and
sold hereunder shall not exceed 4,000,000 shares.
5.2 OPTIONS GRANTED UNDER THE PLAN. Shares of stock with respect to
which an Option is granted hereunder, but which lapses prior to exercise, shall
be considered available for grant hereunder. Therefore, if Options granted
hereunder shall terminate for any reason without being wholly exercised, new
Options may be granted hereunder covering the number of shares to which such
terminated Options related.
5.3 OPTIONS TO BE GRANTED. The Board shall have the discretion to award
options to individuals as and when deemed appropriate subject to the terms and
conditions of the Plan.
5.4 ANTI-DILUTION. In the event the Stock subject to this Plan is
changed into or exchanged for a different number or kind of stock or other
securities of the Company or of another organization by reason of merger,
consolidation or reorganization, recapitalization, reclassification, combination
of shares, stock split or stock dividend:
(a) The aggregate number and kind of shares of Stock subject to the
Plan shall be adjusted appropriately;
(b) Unless modified by the Option Agreement for a Granted Option, the
Option price of any outstanding Option issued pursuant to the Plan shall be
adjusted appropriately;
(c) Where dissolution or liquidation of the Company or any merger of
consolidation in which the Company is not a surviving corporation is involved,
the Optionee holding any Option issued pursuant to the Plan shall have the right
immediately prior to such dissolution, liquidation, merger or combination to
exercise the Option, in whole or in part, to the extent that it shall not have
been exercised without regard to any installment exercise provision.
ARTICLE VI: OPTION PROVISIONS
6.1 OPTIONS. Each Option granted hereunder shall be evidenced by
minutes of a meeting of or the written consent of the Board and by a written
Stock Option Agreement dated as of the date of grant and executed by the Company
and the Optionee, which agreement shall set forth such terms and conditions as
may be determined by the Board consistent with the Plan.
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6.2 OPTION PRICE. The per share Option price for the stock subject to
each Option shall not be less than the fair market value per share on the
effective date of grant or such other price as the Board may determine.
6.3 OPTION PERIOD. Each Option granted hereunder must be granted within
five (5) years from the effective date of the Plan. The period for the exercise
of each Option shall be determined by the Board, but in no instance shall such
period exceed five (5) years from the date of grant of the Option.
6.4 OPTION EXERCISE.
(a) Options granted hereunder may not be exercised until and unless the
Optionee shall meet the conditions precedent established by the Board for the
Officers or Directors.
(b) Options may be exercised by the Eligible Plan Participants in whole
or in part. Optionees may exercise their Option at any time by giving written
notice to the Company with respect to the specified option, delivered to the
Company at its principal office together with payment in full to the Company of
the amount of the Option price for the number of shares with respect to which
the Option(s) are then being exercised.
6.6 NON-TRANSFERABILITY OF OPTION. No Option or any right relative
thereto shall be transferred by an Optionee otherwise than as permitted by the
specific Grant of an Option consistent with the regulations of the U.S.
Securities and Exchange Commission, by will or by the laws of descent and
distribution. During the lifetime of an Optionee, the Option shall be
exercisable only by him or her.
6.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT OR DIRECTORSHIP.
(a) If the Eligible Plan Participant's relationship with the Company
shall be terminated, with or without cause, or by the act of the Eligible Plan
Participant, the Optionee's right to exercise such Options shall terminate and
all rights thereunder shall cease three (3) days after the date on which such
person's association is terminated, unless this provision is modified by the
Option Agreement for the Options. Provided however, that if the Optionee shall
die or become permanently and totally disabled while employed by or serving as a
non-employee Director of the Company, as solely determined by the Board in
accordance with its policies, then either his or her personal representatives or
a transferee under the Optionee's will or pursuant to the laws of descent and
distribution, or the disabled Optionee may exercise the Option in full six (6)
months from the date of such death or disability unless this provision is
modified by the Option Agreement for the Options. In the case of an Optionee's
retirement in accordance with the Company's established retirement policy, such
Option shall remain exercisable by the Optionee for three (3) days from the date
of such retirement unless this provision is modified by the Option Agreement for
the Options.
(b) No transfer of an Option by the Optionee by will or the laws of
descent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with a written notice thereof and an
authenticated copy of the will and/or such other
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evidence as the Committee may deem necessary to establish the validity of the
transfer and the acceptance by the transferee or transferees of the terms and
conditions of such Option.
6.8 RIGHTS AS A SHAREHOLDER.
(a) An Optionee or a transferee of an Option shall have no rights as a
shareholder of the Company with respect to any shares subject to any unexercised
Options.
(b) Ownership rights shall vest with the Eligible Plan Participant
according to the vesting provision set forth in Option Agreement for the Options
granted.
6.9 REQUIRED FILINGS. An Optionee to whom an Option is granted under
the terms of the Plan may be required to file appropriate reports with
governmental agencies. As a condition of the receipt of an Option hereunder,
Optionees shall agree to make such necessary. The Company shall assist and
cooperate with Optionees by providing the necessary information required for
compliance of this condition.
ARTICLE VII: STOCK CERTIFICATES
7.1 ISSUANCE. The Company shall issue and deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted hereunder.
7.2 TRANSFER RESTRICTIONS. Unless a registration statement covering the
shares underlying the Options is in effect at the time of execution of an Option
Agreement, the Board shall instruct the Secretary of the Corporation to impose
restrictions of the subsequent transferability of Stock issued pursuant to
Options to be granted hereunder. The Stock of the Company to be issued pursuant
to the exercise of an Option shall have such restrictions prominently displayed
as a legend on such certificate.
ARTICLE VIII: TERMINATION OR AMENDMENT OF THE PLAN
The Board may at any time terminate the plan, and may at any time and
from time to time and in any respect amend or modify the Plan. Provided,
however, if the Plan has been submitted to and approved by the shareholders of
the Company no such action by the Board may be taken without approval of the
majority of the shareholders of the Company which: (a) increases the total
number of shares of Stock subject to the Plan, except as contemplated in Section
5.4 hereof; (b) changes the manner of determining the Option price; or (c)
withdraws the administration of the Plan from the Administrative Committee.
ARTICLE IX: EMPLOYMENT
9.1 EMPLOYMENT. Nothing in the Plan or any Option granted hereunder or
in any Stock Option Agreement shall confer upon a non-employee Director
receiving such Option or Stock Option Agreement the status as an employee of the
Company. Further, nothing in the Plan
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or any Option granted hereunder shall in any manner create in any Optionee the
right to continue their relationship with the Company or create any vested
interest in such relationship, including employment.
9.2 OTHER COMPENSATION PLANS. The adoption of the Plan shall not effect
any other stock option, incentive, or other compensation plan in effect for the
Company or any of its subsidiaries, nor shall the Plan preclude the Company or
any subsidiary thereof from establishing any other forms of incentive or other
compensation for employees or non-employee Directors of the Company, or any
subsidiary thereof.
9.3 PLAN EFFECT. The Plan shall be binding upon the successors and
assigns of the Company.
9.4 TENSE. When used herein nouns in the singular shall include the
plural.
9.5 HEADINGS OF SECTIONS ARE NOT PART OF THE PLAN. Headings of articles
and sections hereof are inserted for convenience and reference and constitute no
part of the Plan.
GLOBAL MEDIA CORP.
By: /S/ MICHAEL METCALFE
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Michael Metcalfe, President
Date: January 26, 2000
By: /S/ WINSTON BARTA
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Winston Barta, Secretary
Date: January 26, 2000
