FORESTINDUSTRY.COM, INC.
AMENDED
2000 STOCK OPTION PLAN
1. Purpose of the Plan. The purposes of this Stock Option Plan are to attract
and retain employees, officers, directors and consultants, to provide
additional incentive to such individuals, and to promote the success of the
Company's business by giving them a financial interest with long-term
shareholder value.
Options granted hereunder may be either Incentive Stock Options or
Nonqualified Stock Options, at the discretion of the Board and as reflected in
the terms of the written option agreement.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Board" shall mean the Committee, if such Committee has been appointed,
or the Board of Directors of the Company, if such Committee has not been
appointed.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Committee" shall mean the Committee appointed by the Board of
Directors in accordance with paragraph (a) of Section 4 of the Plan, if one is
appointed; provided, however, if the Board of Directors appoints more than one
Committee pursuant to Section 4, then "Committee" shall refer to the appropriate
Committee, as indicated by the context of the reference.
(d) "Common Shares" shall mean the shares of Common Stock of
forestindustry.com, Inc.
(e) "Company" shall mean forestindustry.com, Inc., a Delaware corporation
and any successor thereto.
(f) "Continuous Status as an Eligible Person" shall mean the absence of any
interruption or termination of service as an Eligible Person. Continuous Status
as an Eligible Person shall not be considered interrupted in the case of sick
leave, maternity leave, infant care leave, medical emergency leave or any other
leave of absence authorized in writing by a Vice President of the Company prior
to its commencement.
(g) "Eligible Person" means, in the case of the grant of an Incentive Stock
Option Plan, all employees of the Company or a subsidiary of the Company and, in
the case of a Non-qualified Stock Option, any director, officer or employee of
the Company or other person who, in the opinion of the Board, is rendering
valuable services to the Company, including without limitation, an independent
contractor, outside consultant, or advisor to the Company.
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(h) "Employee" shall mean any person, including officers, employed by the
Company or any Parent or Subsidiary of the Company.
(i) "Incentive Stock Option" shall mean any Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code.
(j) "Maximum Annual Employee Grant" shall have the meaning set forth in
Section 5(e).
(k) "Non-Employee Director" shall have the same meaning as defined or
interpreted for purposes of Rule 16b-3 (including amendments and successor
provisions) as promulgated by the Securities and Exchange Commission pursuant to
its authority under the Exchange Act ("Rule 16b-3").
(l) "Nonqualified Stock Option" shall mean an Option not intended to
qualify as an Incentive Stock Option.
(m) "Option" shall mean a stock option granted pursuant to the Plan.
(n) "Optioned Shares" shall mean the Common Shares subject to an Option.
(o) "Optionee" shall mean an Employee who receives an Option.
(p) "Outside Director" shall have the same meaning as defined or
interpreted for purposes of Section 162(m) of the Code.
(q) "Parent" shall mean a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(r) "Plan" shall mean this 2000 Stock Option Plan, including any amendments
thereto.
(s) "Share" shall mean one share of the Company's Common Stock, as adjusted
in accordance with Section 11 of the Plan.
(t) "Subsidiary" shall mean (i) in the case of an Incentive Stock Option a
"subsidiary corporation," whether now or hereafter existing, as defined in
Section 424(f) of the Code, and (ii) in the case of a Nonqualified Stock Option,
in addition to a subsidiary corporation as defined in (i), a limited liability
company, partnership or other entity in which the Company controls 50 percent or
more of the voting power or equity interests.
(u) "Tax Date" means the date defined in Section 8(d).
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(v) "Vesting Date" means the date on which an Option becomes wholly or
partially exercisable, as determined by the Board in its sole discretion.
3. Shares Subject to the Plan. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 500,000 Shares. The Shares may be authorized, but unissued, or
reacquired Shares.
If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall, unless the Plan shall have been terminated, become available for future
grant under the Plan.
4. Administration of the Plan.
(a) Procedure. The Plan shall be administered by the Board of Directors of
the Company.
(1) The Board of Directors may appoint one or more Committees each
consisting of not less than two members of the Board of Directors to
administer the Plan on behalf of the Board of Directors, subject to such
terms and conditions as the Board of Directors may prescribe. Once
appointed, such Committees shall continue to serve until otherwise directed
by the Board of Directors.
(2) Any grants of Options to officers who are subject to Section 16 of
the Securities Exchange Act of 1934 (the "Exchange Act") shall be made by
(i) a Committee of two or more directors, each of whom is a Non-Employee
Director and an Outside Director or (ii) as otherwise permitted by both
Rule 16b-3, Section 162(m) of the Code and other applicable regulations.
(3) Subject to the foregoing subparagraphs (1) and (2), from time to
time the Board of Directors may increase the size of the Committee(s) and
appoint additional members thereof, remove members (with or without cause)
and appoint new members in substitution therefor, or fill vacancies however
caused.
(b) Powers of the Board. Subject to the provisions of the Plan, the Board
shall have the authority, in its discretion: (i) to grant Incentive Stock
Options or Nonqualified Stock Options; (ii) to determine, in accordance with
Section 8(b) of the Plan, the fair market value of the Shares; (iii) to
determine, in accordance with Section 8(a) of the Plan, the exercise price per
Share of Options to be granted; (iv) to determine the Employees to whom, and the
time or times at which, Options shall be granted and the number of Shares to be
represented by each Option; (v) to interpret the Plan; (vi) to prescribe, amend,
and rescind rules and regulations relating to the Plan; (vii) to determine the
terms and provisions of each Option granted (which need not be identical) and,
with the consent of the holder thereof, modify or amend each Option; (viii) to
reduce the exercise price per Share of outstanding and unexercised Options; (ix)
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to accelerate or defer (with the consent of the Optionee) the exercise date of
any Option; (x) to authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option previously granted by
the Board; and (xi) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
(c) Effect of Board's Decision. All decisions, determinations, and
interpretations of the Board shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.
5. Eligibility.
(a) Options may be granted to any Eligible Person. Subject to the express
provisions of the Plan, the Board shall determine from the Eligible Persons
those individuals to whom Options under the Plan may be granted.
(b) Each Option shall be designated in the written option agreement as
either an Incentive Stock Option or a Nonqualified Stock Option. However,
notwithstanding such designations, to the extent that the aggregate fair market
value of the Shares with respect to which Options designated as Incentive Stock
Options are exercisable for the first time by any Optionee during any calendar
year (under all plans of the Company) exceeds $100,000, such Options shall be
treated as Nonqualified Stock Options.
(c) For purposes of Section 5(b), Options shall be taken into account in
the order in which they were granted, and the fair market value of the Shares
shall be determined as of the time the Option with respect to such Shares is
granted.
(d) Nothing in the Plan or any Option granted hereunder shall confer upon
any Optionee any right with respect to continuation of employment with the
Company, nor shall it interfere in any way with the Optionee's right or the
Company's right to terminate the employment relationship at any time, with or
without cause.
(e) The maximum number of Shares with respect to which an Option or Options
may be granted to any Employee in any one taxable year of the Company shall not
exceed 50,000 Shares (the "Maximum Annual Grant").
6. Term of Plan. The Plan shall become effective upon its adoption by the
Board. It shall continue in effect until February 29, 2010, unless sooner
terminated under Section 14 of the Plan.
7. Term of Option. The term of each Option shall be no more than ten (10)
years from the date of grant. However, in the case of an Incentive Stock
Option granted to an Optionee who, at the time the Option is granted, owns
Shares representing more than ten percent (10%) of the voting power of all
classes of shares of the Company or any Parent or Subsidiary, the term of
the Option shall be no more than five (5) years from the date of grant.
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8. Exercise Price and Consideration.
(a) The per Share exercise price under each Option shall be such
price as is determined by the Board, subject to the following:
(1) In the case of an Incentive Stock Option
(i) granted to an Employee who, at the time of the grant of such
Incentive Stock Option, owns shares representing more than ten percent
(10%) of the voting power of all classes of shares of the Company or
any Parent or Subsidiary, the per Share exercise price shall be no
less than 110% of the fair market value per Share on the date of
grant.
(ii) granted to any other Employee, the per Share exercise price
shall be no less than 100% of the fair market value per Share on the
date of grant.
(2) In the case of a Nonqualified Stock Option the per Share exercise
price may not be less than the fair market value per Share on the date of
grant.
(b) The fair market value per Share shall be the closing price per Share on
the Nasdaq Stock Market ("Nasdaq") on the date of grant or the closing bid price
in the over-the-counter market, if other than Nasdaq.
(c) The consideration to be paid for the Shares to be issued upon exercise
of an Option, including the method of payment, shall be determined by the Board
at the time of grant and may consist of cash and/or check. Payment may also be
made by delivering a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company the amount of sale
proceeds necessary to pay the exercise price. If the Optionee is an officer of
the Company within the meaning of Section 16 of the Exchange Act, he may in
addition be allowed to pay all or part of the purchase price with Shares. Shares
used by officers to pay the exercise price shall be valued at their fair market
value on the exercise date.
(d) Prior to issuance of the Shares upon exercise of an Option, the
Optionee shall pay any federal, state, local or other withholding obligations of
the Company, if applicable. Any such payment must be made promptly when the
amount of such obligation becomes determinable (the "Tax Date"). If an Optionee
is an officer of the Company within the meaning of Section 16 of the Exchange
Act, he may elect to pay such withholding tax obligations by having the Company
withhold Shares having a value equal to the amount required to be withheld. The
value of the Shares to be withheld shall equal the fair market value of the
Shares on the day the Option is exercised. The right of an officer to dispose of
Shares to the Company in satisfaction of withholding tax obligations shall be
deemed to be approved as part of the initial grant of an option, unless
thereafter rescinded, and shall otherwise be made in compliance with Rule 16b-3
and other applicable regulations.
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9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Board at the time of grant, and as shall be permissible under
the terms of the Plan.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 8(c) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the share
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) such share certificate promptly upon exercise of the Option. In the
event that the exercise of an Option is treated in part as the exercise of an
Incentive Stock Option and in part as the exercise of a Nonqualified Stock
Option pursuant to Section 5(b), the Company shall issue a share certificate
evidencing the Shares treated as acquired upon the exercise of an Incentive
Stock Option and a separate share certificate evidencing the Shares treated as
acquired upon the exercise of a Nonqualified Stock Option, and shall identify
each such certificate accordingly in its share transfer records. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the share certificate is issued, except as provided in Section 11 of
the Plan.
Exercise of an Option in any manner shall result in a decrease in the
number of Shares, which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.
(b) Termination of Status as an Eligible Person.
(1) In the event of termination of an Optionee's Continuous Status as
an Eligible Person, such Optionee may exercise stock options to the extent
exercisable on the date of termination. Such exercise must occur within
thirty (30) days (or such shorter time as may be specified in the grant),
after the date of such termination (but in no event later than the date of
expiration of the term of such Option as set forth in the Option
Agreement). To the extent that the Optionee was not entitled to exercise
the Option at the date of such termination, or does not exercise such
Option within the time specified herein, the Option shall terminate.
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If an Optionee granted an Incentive Stock Option terminates employment
but continues as a consultant, advisor or in a similar capacity to the
Company or a Subsidiary, Optionee need not exercise the Option within
thirty (30) days of termination of employment but shall be entitled to
exercise within three months of termination of services to the Company or
the Subsidiary (one year in the event of permanent disability or death).
However, if Optionee does not exercise within thirty (30) days of
termination of employment, the Option will not qualify as an Incentive
Stock Option.
(2) Termination of Consulting/Directorship. If for any reason an Optionee
ceases to be a consultant or director of the Company, or a Subsidiary,
Non-qualified Stock Options held at the date of such termination (to the extent
then exercisable) may be exercised, in whole or in part, at any time within the
period specified in the Option Agreement (but in no event after the earlier of
(i) the expiration date of the Option as set forth in the Option Agreement, and
(ii) ten years from the Grant Date), or such lesser period specified by the
Board.
(c) Disability of Optionee. Notwithstanding the provisions of Section 9(b)
above, in the event of termination of an Optionee's status as an Eligible Person
as a result of total and permanent disability (i.e., the inability to engage in
any substantial gainful activity by reason of any medically determinable
physical or mental impairment which can be expected to result in death or which
has lasted or can be expected to last for a continuous period of twelve (12)
months), the Optionee may exercise the Option, but only to the extent of the
right to exercise that would have accrued had the Optionee remained in
Continuous Status as an Eligible Person for a period of twelve (12) months after
the date on which the Optionee ceased working as a result of the total and
permanent disability. Such exercise must occur within eighteen (18) months (or
such shorter time as is specified in the grant) from the date on which the
Eligible Person ceased working as a result of the total and permanent disability
(but in no event later than the date of expiration of the term of such Option as
set forth in the Option Agreement). To the extent that the Optionee does not
exercise such Option within the time specified herein, the Option shall
terminate.
(d) Death of Optionee. Notwithstanding the provisions of Section 9(b)
above, in the event of the death of an Optionee:
(1) who is at the time of death an Eligible Person, the Option may be
exercised, at any time within six (6) months following the date of death
(but in no event later than the date of expiration of the term of such
Option as set forth in the Option Agreement), by the Optionee's estate or
by a person who acquired the right to exercise the Option by bequest or
inheritance, to the extent of the right to exercise that would have accrued
had the Optionee continued living and remained in Continuous Status as an
Eligible Person twelve (12) months after the date of death; or
(2) whose Continuous Status as an Eligible Person has terminated but
whose post-termination Option exercise period has not yet expired prior to
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the date of death, the Option may be exercised, at any time within six (6)
months following the date of death (but in no event later than the date of
expiration of the term of such Option as set forth in the Option
Agreement), by the Optionee's estate or by a person who acquired the right
to exercise the Option by bequest or inheritance, but only to the extent of
the right to exercise that had accrued at the date of termination.
(e) Notwithstanding subsections (b), (c), and (d) above, the Board shall
have the authority to extend the expiration date of any outstanding option in
circumstances in which it deems such action to be appropriate (provided that no
such extension shall extend the term of an option beyond the date on which the
option would have expired if no termination of the Optionee's Continuous Status
as an Eligible Person had occurred).
10. Non-Transferability of Options. The Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee;
provided that the Board may permit further transferability, on a general or
specific basis, and may impose conditions and limitations on any permitted
transferability.
11. Adjustments Upon Changes in Capitalization or Merger. Subject to any
required action by the shareholders of the Company, the number of Shares covered
by each outstanding Option, the Maximum Annual Grant and the number of Shares
which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, as well as the price per Share covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued Shares resulting from a stock
split, reverse stock split, stock dividend, combination, or reclassification of
the Shares, or any other increase or decrease in the number of issued Shares
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding, and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of any class, or securities convertible into shares of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of Shares subject to an Option.
In the event of the proposed dissolution or liquidation of the Company, the
Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board. The Board may, in the exercise
of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Board and give each Optionee the right to
exercise an Option as to all or any part of the Optioned Shares, including
Shares as to which the Option would not otherwise be exercisable. In the event
of a proposed sale of all or substantially all of the assets of the Company, or
the merger of the Company with or into another corporation, each Option shall be
assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless such
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successor corporation does not agree to assume the Option or to substitute an
equivalent option, in which case the Board shall, in lieu of such assumption or
substitution, provide for the Optionee to have the right to exercise the Option
as to all of the Optioned Shares, including Shares as to which the Option would
not otherwise be exercisable. If the Board makes an Option fully exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Board shall notify the Optionee that the Option shall be fully exercisable
for a period of fifteen (15) days from the date of such notice, and the Option
will terminate upon the expiration of such period.
12. Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the date on which the Company completes the corporate action
relating to the grant of an option and all conditions to the grant have been
satisfied, provided that conditions to the exercise of an option shall not defer
the date of grant. Notice of a grant shall be given to each person to whom an
Option is so granted within a reasonable time after the determination has been
made.
13. Substitutions and Assumptions. The Board shall have the right to
substitute or assume Options in connection with mergers, reorganizations,
separations, or other transactions to which Section 424(a) of the Code applies,
provided such substitutions and assumptions are permitted by Section 424 of the
Code and the regulations promulgated thereunder. The number of Shares reserved
pursuant to Section 3 may be increased by the corresponding number of Options
assumed and, in the case of a substitution, by the net increase in the number of
Shares subject to Options before and after the substitution.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may amend or terminate the Plan
from time to time in such respects as the Board may deem advisable (including,
but not limited to amendments which the Board deems appropriate to enhance the
Company's ability to claim deductions related to stock option exercises).
(b) Employees in Foreign Countries. The Board shall have the authority to
adopt such modifications, procedures, and subplans as may be necessary or
desirable to comply with provisions of the laws of foreign countries in which
the Company or its Subsidiaries may operate to assure the viability of the
benefits from Options granted to Employees employed in such countries and to
meet the objectives of the Plan.
(c) Effect of Amendment or Termination. Any such amendment or termination
of the Plan shall not affect Options already granted and such Options shall
remain in full force and effect as if this Plan had not been amended or
terminated, unless mutually agreed otherwise between the Optionee and the Board,
which agreement must be in writing and signed by the Optionee and the Company.
15. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
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and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, the
British Columbia Securities Act and the requirements of any stock exchange upon
which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
16. Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
17. Governing Law. This Plan and the rights of all persons under this Plan
shall be construed in accordance with and under applicable provisions of the
laws of the State of Delaware.
Adopted by the Board on _______________, 2000.
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Secretary
