Exhibit 6.2
W3OTC INC
EXECUTIVE STOCK INCENTIVE PLAN
1. Purpose:
The Executive Stock Incentive Plan is established to aid W3OTC, Inc., (the
"Company") to attract, retain and compensate executive level employees, officers
and directors of the Company its parent or subsidiaries, of outstanding ability
by enabling and encouraging them to acquire stock ownership in the Company. This
plan is intended to comply with the provisions of Rule 701 under the Securities
Act of 1933.
2. Administration:
The Plan shall be administered by the Board of Directors (the "Board") and/or by
a duly appointed committee of the Board. Any subsequent references to the Board
shall also mean the committee if it has been appointed. All questions of
interpretation of the Plan or of any Incentives granted under the plan (an
"Incentive") shall be determined by the Board, and such determinations shall be
final and binding upon all persons having an interest in the Plan and/or any
Incentive. Incentives granted under the Plan may take any form including
outright grants but should generally require future performance by the
beneficiary. Warrants issued under the plan shall be treated as NQSO's. Each
type of incentive granted to an individual shall be set forth in a separate
agreement.
3. Eligibility:
The Incentives may be granted only to employees (including officers and
Directors) of the Company. The Board shall, in its sole discretion, determine
which persons shall be granted Incentives. Termination as a director shall be
deemed to be termination of employment for purposes of applying the provisions
of the Plan.
4. Shares Subject to Incentive.
The maximum number of shares which may be issued under the Plan in any one year
shall be limited to 10% of the number of common shares outstanding at the
beginning of the Company's fiscal year less the number of shares actually
awarded in all prior years under the Plan; all subject to adjustment as
provided in the Company's Incentive Stock Option Plan.
In the event that any outstanding Incentive for any reason expires or is
terminated, the shares of Common stock allocable to the unexercised portion of
such Incentive may again be subjected to Incentive. The Company may grant an SAR
in tandem with a NQSO, in which case the exercise of either the Incentive or the
SAR reduces the number of shares subject to the other by a like number of
shares.
5. Terms, Conditions and Form of Incentives.
Subject to the provisions of the Plan, the Board shall determine for each
Incentive (which need not be identical) the number of shares for which the
Incentive shall be granted, the Incentive price of the Incentive, the
exercisability of the Incentive, whether the Incentive is a nonqualified stock
option, an incentive stock option or a stock appreciation right and all the
terms and conditions of the Incentive. Incentives granted pursuant to this Plan
shall be evidenced by written agreements specifying the number of shares covered
thereby, in such forms as the Board shall from time to time establish, which
agreements may incorporate all or any of the terms of the Plan by reference and
shall comply with and be subject to the terms and conditions included in the
Company's Incentive Stock Option Plan.
6. The above constitutes the Company's Executive Stock Incentive Plan.
