WOLF INDUSTRIES INC.
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 WOLF INDUSTRIES INC., 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 WOLF INDUSTRIES INC. 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 "WOLF INDUSTRIES INC. 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.
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.
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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 5,000,000 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.
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.
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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.
6.5 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.
6.6 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 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.
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6.7 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.
6.8 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 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.
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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.
WOLF INDUSTRIES INC.
By: /s/ PATRICK McGOWAN
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PATRICK McGowan, President
Date: October 11, 2000
By: /s/ PETER ROOK-GREEN
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Peter Rook-Green, Secretary
Date: October 11, 2000
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