U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14(a)-6(e)(2))
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
URBANA.CA, INC.
(Previously known as Integrated Carbonics Corp.)
(Name of Small Business Issuer in its charter)
Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113,
Newport Beach, California 92660
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notes:
Urbana.ca, Inc.
750 West Pender Street, Suite 804
Vancouver, British Columbia V6C 2T8
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 13, 2000
Notice is hereby given that the Annual Meeting of shareholders
of Urbana.ca, Inc., a Nevada corporation ("Company") will be
held on Thursday, June 13, 2000, at the Holiday Inn Cambridge,
200 Holiday Inn Drive, Cambridge, Ontario, Canada at 9:30 a.m.
for the following purposes:
1. To elect the following five (5) nominees as Directors of
the Company until the next Annual Meeting of shareholders and
until their respective successors shall be elected and
qualified: Jason Cassis, David Groves, Greg Alexanian, Robert
Tyson, and Rick Whittaker;
2. To approve the appointment of LaBonte & Co. as the
Company's independent auditors for the new fiscal year
commencing on January 1, 2000;
3. To approve the Director's and Employees Option Plan
4. To approve an increase in the authorized common stock of
the Company from 70,000,000 to 80,000,000
5. To consider on any other matter that properly may come
before the meeting or any adjournment thereof.
Shareholders of record as the close of business on May 23, 2000
are entitled to vote at the meeting or any postponement or
adjournment thereof.
Please review the voting options on the attached proxy card and
submit your vote promptly. If you attend the Annual Meeting,
you may revoke your Proxy and vote in person if you desire to do
so, but attendance at the Annual Meeting does not itself serve
to revoke your Proxy. A copy of the Company's Annual Report for
its fiscal year ended December 31, 1999 and for the quarter
ended on March 31, 2000 are enclosed herewith.
By order of the Board of Directors
May 9, 2000
/s/ Robert S. Tyson
Robert S. Tyson, Corporate Secretary
PROXY STATEMENT
Urbana.ca, Inc.
750 West Pender Street, Suite 804
Vancouver, British Columbia V6C 2T8
This Proxy Statement is furnished to shareholders at the
direction and on behalf of the Board of Directors of Urbana.ca,
Inc., a Nevada corporation ("Company"), for the purpose of
soliciting proxies for use at the Annual Meeting of Shareholders
of the Company to be held at the Holiday Inn Cambridge, 200
Holiday Inn Drive, Cambridge, Ontario, Canada on June 13, 2000
at 9:30 a.m. The shares represented by the proxy will be voted
in the manner specified in the proxy. To the extent that no
specification is made as to the proposals set forth in the
notice of meeting accompanying this Proxy Statement, the proxy
will be voted in favor of such proposals. However, any proxy
given pursuant to this solicitation may be revoked at any time
before it is exercised by giving written notice of such
revocation to the Secretary of the Company, by appearing at the
meeting and voting in person, or by submitting a later dated
proxy. Neither attendance at the meeting nor voting at the
meeting shall revoke the proxy. A revocation that is not timely
received shall not be taken into account, and the original proxy
shall be counted.
Shareholder proposals must be submitted to the Company not later
than May 1, 2000, in order to be included in those matters
considered at the next Annual Meeting of the Company to be held
in June 2001. The cost of preparing, assembling and mailing
this Proxy Statement, the Notice of Annual Meeting of
Shareholders and the accompanying Proxy is being borne by the
Company. Brokers, dealers, banks, or voting trustees, and their
nominees, are requested to forward soliciting materials to the
beneficial owners of shares and will be reimbursed for their
reasonable expenses. This Proxy Statement and accompanying
proxy will be mailed to shareholders on or about June 1, 2000.
VOTING SECURITIES
The record date of shareholders entitled to notice of and to
vote at the Annual Meeting of Shareholders is the close of
business on May 23, 2000. On such date, the Company had issued
and outstanding 22,038,283 shares of $0.001 par value common
stock. Each share is entitled to one vote per share on any
matter which may properly come before the meeting and there
shall be no cumulative voting right on any shares. The presence
at the meeting, in person or by proxy, of the holders of a
majority of the shares of common stock outstanding on the record
date will constitute a quorum at the meeting. Votes withheld
and abstentions will be counted in determining the presence of a
quorum but will not be voted. Broker non-votes will not be
counted in determining the presence of a quorum and will not be
voted. Pursuant to applicable state law, there are no
dissenter's or appraisal rights relating to the matters to be
voted
All matters to be voted on require an affirmative vote of a
majority of the votes present at the meeting. As management and
other major shareholders hold, directly or indirectly, a
majority of the outstanding shares as of the record date and
intend to vote in favor of all proposals, it is anticipated that
all proposals will pass.
STOCK OWNERSHIP
The following table sets forth information regarding the
beneficial ownership of shares of the Company's common stock as
of May 23, 2000 (22,038,283 issued and outstanding) by (i) all
shareholders known to the Company to be beneficial owners of
more than 5% of the outstanding Common Stock; (ii) each
director; and (iii) all officers and directors of the Company as
a group. Except as may be otherwise indicated in the footnotes
to the table, each person has sole voting power and sole
dispositive power as to all of the shares shown as beneficially
owned by them.
Title of Name and Address of Amount of Percent
Class Beneficial Owner Beneficial of
Ownership(1) class
Common Da-Jung Resources Corp. 5,016,650 22.76%
Stock P.O. Box 71
Road Town
British Virgin Islands
Common David Groves 1,817,500 8.25%
Stock 211 Water Street North
Cambridge, Ontario, N1R 3B9
Common Richard Whittaker 1,575,000 7.15%
Stock 211 Water Street North
Cambridge, Ontario, N1R 3B9
Common John Cullen 1,125,000 5.10%
Stock 98 Willow Street
Waterloo, Ontario N2J 1W2
Common Doris Cullen 1,125,000 5.10%
Stock 98 Willow Street
Waterloo, Ontario N2J 1W2
Common Jason Cassis 1,102,500 5.00%
Stock 211 Water Street North
Cambridge, Ontario, N1R 3B9
Common Greg Alexanian 1,102,500 5.00%
Stock 211 Water Street North
Cambridge, Ontario, N1R 3B9
Common Robert Hoegler 20,000 0.09%
Stock 750 West Pender Street
Suite 804
Vancouver, British Columbia
V6C 2T8
Common Robert S. Tyson 0 0.00%
Stock 750 West Pender Street
Suite 804
Vancouver, British Columbia
V6C 2T8
Common Mario Aiello 0 0.00%
Stock 750 West Pender Street
Suite 804
Vancouver, British Columbia
V6C 2T8
Common Shares of all directors and 5,617,500 25.49%
Stock executive officers as a
group (7 persons)
(1) Except as noted in footnote 2 below, each person has sole
voting power and sole dispositive power as to all of the shares
shown as beneficially owned by them
ELECTION OF DIRECTORS
EXECUTIVE OFFICERS
The Company's Board of Directors is currently composed of seven
members; two of the current members, Robert Hoegler and Mario
Aiello, have chosen not to stand for re-election. The Company's
Bylaws provide that Directors are to serve only until the next
Annual Meeting of Shareholders or until their successors are
elected and qualified. All of these individuals also hold all
of the positions as Executive Officers of the Company. The
Directors and Executive Officers of the Company are not a party
to any material pending legal proceedings and, to the best of
their knowledge, no such action by or against them has been
threatened.
(a) Officers and Directors.
Jason Cassis, Chief Executive Officer/Director.
Mr. Cassis, age 32, is a leader with a strong sense of "the big
picture" that drives him to be a strong motivator, coordinator
and visionary. From 1997 to 1999 he was an external marketing
consultant and senior training consultant with GA Kayser and
Sons in Buffalo, NY. where he coordinated his management team's
effort in the marketing launch of numerous start-up programs
that required strong management, motivation and public speaking
skills. Prior to 1997, Mr. Cassis was the owner of Voila Salon
and Spa, Inc. in Waterloo, Ontario. Mr. Cassis will be directly
responsible for the financing, imaging and marketing of the
Registrant, and will have a hands-on roll in the development and
marketing of the products and services offered by Urbana
Enterprises Corp.
David M. Groves, President/Director.
Mr. Groves, age 50, brings over 20 years of senior management
experience (CEO & COO positions) with particular expertise in
emerging technologies and markets including e-commerce, internet
marketing, wireless communications, electronic billing systems
and a variety of internet business models. He was the President
and CEO of Image Data International Corporation from 1991-1997
and went on to serve as Senior Vice President at Omega Digital
Data Inc. until June 1998 and started E-Bill Direct, Inc.
shortly thereafter. Along with his strong technical and
administrative background, Mr. Groves brings considerable
experience in the financial areas of acquisitions, divestitures,
public offerings and private placements and he will be counted
on to contribute in a leadership capacity in all these areas.
He currently serves as CEO of Urbana Enterprises Corp.
Robert S. Tyson, Vice President/Secretary/Director.
Mr. Tyson, age 40, is an experienced administrator of 12
years specializing in the development of emerging public
companies having held senior management positions or management
consulting positions with emerging companies in the
manufacturing and high-tech sectors. From 1991 to 1996 Mr. Tyson
was president of Watson Bell Communications, Inc. and its
predecessor company, Silent Communications Inc. Watson Bell was
a public company trading on the Vancouver Stock Exchange that
developed a hand-held telecommunications device. Mr. Tyson has
spent the past 4 years as a consultant with MCA Equities Ltd., a
Vancouver based business consulting firm and has served as an
officer and director of this firm since 1997. Mr. Tyson is
responsible for the corporate affairs of the Registrant,
including all issues to do with corporate governance and
assisting with finance, administrative, contract and corporate
communications issues.
Greg Alexanian, Vice President/Chief Operating Officer/Director.
Mr. Alexanian, age 34, has developed a strong operations
background from his 15 years experience performing a similar
role as a major shareholder in a chain of 16 home carpet and
accessories retailers, Alexanian Carpet. As COO of Urbana
Enterprises Corp., he will be responsible for vendor and
distributor relations and ensure that the Registrant delivers
product to its customers in a reliable and timely manner.
Rick Whittaker, Vice President, Business Development/Director.
Mr. Whittaker, age 41, has extensive experience in the area
of wireless monitoring and collection of public utility
consumption data for billing purposes. From 1992-1998, he was
the Vice President of Sales and a co-founder of Nexsys Commtech
International Inc. where he was the project manager responsible
for the successful development of a $3 million wireless meter
reading project and its pilot testing with 3 Canadian and 1
American utility. He was also the president and co-founder of
Enersphere in 1998. Mr. Whittaker is directly responsible for
the development and expansion of the Registrant's LocalNet
project.
(b) Certain Relationships and Related Transactions.
Other than as set forth below, there are no relationships,
transactions, or proposed transactions to which the Registrant
was or is to be a party, in which any of the named persons set
forth previously had or is to have a direct or indirect material
interest.
(1) Acquired Entities.
In January 2000, the Registrant acquired one British Columbia
corporation (Urbana.ca Enterprises Corporation) and two Ontario
corporations (Enersphere.com, Inc. and E-Bill Direct, Inc.)
(collectively, "Acquired Entities"). In addition, the
Registrant established a wholly owned subsidiary, U.R.B.A.
Holdings Inc. (formerly known as ICC Integrated Carbonics
(Canada) Corp.) to facilitate the transfer of shares pursuant to
section 85 of the Income Tax Act (Canada) to the shareholders of
the Acquired Entities.
In March 2000, the Registrant undertook the merger of the three
Acquired Entities into Urbana Enterprises Corp., an Ontario
registered corporation wholly owned by the Registrant. The
resulting corporate structure has the Registrant, which operates
as a financing and holding Registrant for its two wholly owned
subsidiaries: (a) URBA Holdings Inc. a non-operating subsidiary
which facilitated the acquisition of the subsidiaries; and (b)
Urbana Enterprises Corp., an Ontario registered corporation
which is the operating, wholly owned subsidiary company
established to execute the business plan of the Registrant.
By virtue of the acquisition of the three Acquired Entities
(Urbana.ca Enterprises Corp., Enersphere.com, Inc. and E-Bill
Direct, Inc.), and the fact that all directors and officers,
except Robert Tyson, are shareholders of one of the Acquired
Entities, said directors and officer beneficially own a
cumulative total of 10,450,000 shares in the capital of the
Registrant. As such, these individuals are in a position to
elect members of the board of directors, set their own
compensation and approve affiliated transactions. Although the
Registrant's principals intend to act fairly and in full
compliance with their fiduciary obligations, there can be no
assurance that the Registrant will not, as a result of the
conflict of interest described above, possibly enter into
arrangements under terms less favorable than it could have
obtained had it been dealing with other persons.
(2) Other Business Activities.
Certain of the officers and directors of the Registrant are
engaged in other businesses, either individually or through
partnerships and corporations in which they have an interest,
hold an office, or serve on a board of directors. As a result,
certain conflicts of interest may arise between the Registrant
and its officers and directors. The Registrant will attempt to
resolve such conflicts of interest in favor of the Registrant.
The officers and directors of the Registrant are accountable to
it and its shareholders as fiduciaries, which requires that such
officers and directors exercise good faith and integrity in
handling the Registrant's affairs. A shareholder may be able to
institute legal action on behalf of the Registrant or on behalf
of itself and other similarly situated shareholders to recover
damages or for other relief in cases of the resolution of
conflicts is in any manner prejudicial to the Registrant.
(c) Compliance with Section 16(a) of the Exchange Act.
Section 16(a) of the Securities Exchange Act of 1934 requires
the Registrant's directors, certain officers and persons
holding 10% or more of the Registrant's common stock to file
reports regarding their ownership and regarding their
acquisitions and dispositions of the Registrant's common stock
with the Securities and Exchange Commission. The Registrant is
unaware that any required reports were not timely filed.
(d) Committees of the Board of Directors.
The Registrant does not currently have standing audit,
nominating, and compensation committees.
(e) Meetings of the Board of Directors.
During the last fiscal year (ended on December 31, 1999),
the total number of meetings of the Board of Directors which
were held is two. None of the incumbent directors of the
Registrant attended less than 75 percent of the total meetings.
EXECUTIVE COMPENSATION
(a) None of the officers and directors compensation exceeded
$70,000 CDN for the last fiscal year ($46,802 U.S. as of May 19,
2000), which such compensation commenced on January 1, 1999.
All officers and directors will be reimbursed for expenses
incurred on behalf of the Registrant including director expenses
pertaining to attendance at meetings. It is anticipated that
additional management will be hired as the Registrant develops
and revenue is generated. The salaries paid to new employees
will be consistent with the salaries of others in similar
positions in the industry.
Summary Compensation Table
Annual compensation Long-term
compensation
Awards Payouts
Other Securi All
Annual ties other
Name and compen Restrict under compen
Principal Year Salary Bonus sation stock lying LTIP sation
Position award options payouts
SARs
($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Jason 1999 46,802 0 0 0 0 0 0
Cassis, 1998 0 0 0 0 0 0 0
Chief 1997 0 0 0 0 0 0 0
Ex.
Officer
David M. 1999 46,802 0 0 0 0 0 0
Groves, 1998 0 0 0 0 0 0 0
President 1997 0 0 0 0 0 0 0
Robert S. 1999 46,802 0 0 0 0 0 0
Tyson, 1998 0 0 0 0 0 0 0
V.P./Sec 1997 0 0 0 0 0 0 0
retary
Greg 1999 46,802 0 0 0 0 0 0
Alexanian, 1998 0 0 0 0 0 0 0
V.P./COO 1997 0 0 0 0 0 0 0
Rick 1999 46,802 0 0 0 0 0 0
Whittaker, 1998 0 0 0 0 0 0 0
V.P. 1997 0 0 0 0 0 0 0
(b) During the fiscal year ended December 31, 1999, the
Registrant cancelled its previous stock option plan along with
all outstanding stock options previously granted to directors,
officers, and employees of the Registrant. A new stock option
plan was adopted during the year and received shareholders'
approval. To date, no options have been granted under this
plan.
(c) There are no annuity, pension or retirement benefits
proposed to be paid to officers, directors, or employees of the
corporation in the event of retirement at normal retirement date
pursuant to any presently existing plan provided or contributed
to by the corporation or any of its subsidiaries.
(d) No remuneration is proposed to be paid in the future
directly or indirectly by the corporation to any officer or
director under any plan which is presently existing.
INDEPENDENT PUBLIC ACCOUNTANTS
(a) Ratification of Accountants.
La Bonte & Co. of Vancouver, British Columbia issued the
report for the Registrant's audited financial statements for the
fiscal year ended December 31, 1999. The Board of Directors has
approved by resolution a proposal to retain LaBonte & Co. for
the fiscal year that commenced on January 1, 2000. The Board of
Directors of the Company recommends a vote FOR the retention of
LaBonte & Co. for the current fiscal year.
Representatives of LaBonte & co. are not expected to be
present at the Annual Meeting. However, such representatives
will be available by telephone to respond to appropriate
questions at the meeting.
(b) Change In Registrant's Certifying Accountant.
(1) Effective on January 26, 2000, the independent
accountant who was previously engaged as the principal
accountant to audit the Registrant's financial statements, Kurt
D. Saliger, C.P.A. resigned. This accountant's report on the
financial statements for the past two years neither contained an
adverse opinion or a disclaimer of opinion, nor was qualified or
modified as to uncertainty, audit scope, or accounting
principles.
During the Registrant's two most recent fiscal years and any
subsequent interim period preceding such resignation, there were
no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. In addition, there
were no "reportable events" as described in Item
304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred
within the Registrant's two most recent fiscal years and the
subsequent interim period preceding the former accountant's
dismissal.
(2) Effective on January 27, 2000, the firm of LaBonte &
Co. was engaged to serve as the new principal accountant to
audit the Registrant's financial statements. The decision to
retain the new firm was approved by the Board of Directors.
During the Registrant's two most recent fiscal years, and the
subsequent interim period prior to engaging that accountant,
neither the Registrant (nor someone on its behalf) consulted the
newly engaged accountant regarding any matter.
(3) The Registrant provided the former accountant with a
copy of the disclosures made above. In addition, the Registrant
requested that the former accountant furnish a letter addressed
to the Commission stating whether it agrees with the statements
made by the issuer and, if not, stating the respects in which it
does not agree. However, to date the accountant has not
provided such letter.
STOCK INCENTIVE PLAN
The Board of Directors of the Registrant has adopted and
approved the Urbana.ca, Inc. 2000 Stock Incentive Plan ("Plan")
to offer eligible Employees an opportunity to purchase shares of
the Company's Common Stock on a more advantageous basis than
would otherwise be available, or be awarded certain restricted
shares of Common Stock, thereby increasing their interest in the
Company. Subject to the approval of the Plan by the Company's
stockholders, the Plan became effective on June 1, 2000. The
Plan will remain in effect until all of the shares of Common
Stock reserved for issuance under the Plan have been issued,
unless earlier terminated by the Board.
The Plan is not a qualified plan under Section 401(a) et seq. of
the Internal Revenue Code, and is not subject to any provisions
of the Employee Retirement Income Security Act of 1974
("ERISA"). Definitions of terms not otherwise set forth herein,
are contained in the copy of the Plan, attached as Appendix A to
this Proxy Statement.
(a) Administration.
The Plan will be administered by the Board of Directors, or a
Compensation Committee as appointed by the Board of Directors.
(b) Shares Subject To The Plan.
The Company has reserved 4,400,000 shares of Common Stock for
issuance under the Plan. In the event of any merger,
consolidation, reorganization, recapitalization, spin-off, stock
dividend, stock split, exchange or other change in the corporate
structure or capitalization affecting the Common Stock, the
number of shares which are subject to the Plan will be equitably
adjusted by the Board, in its sole discretion, to preserve the
value of benefits under the
Plan.
(c) Eligibility And Participation.
Employees eligible under the Plan shall be approved by the Board
or Committee from those Employees who, in the opinion of the
management of the Company, are in positions which enable them to
make significant and extraordinary contributions to the long-term
performance and growth of the Company. In selecting Employees to
whom Stock Options or Awards may be granted, consideration shall
be given to factors such as employment position, duties and
responsibilities, ability, productivity, length of service,
morale, interest in the Company and recommendations of super-
visors. No member of the Committee shall be eligible to par-
ticipate under the Plan or under any other Company plan if such
participation would contravene the standard of paragraph 1.2.1
above relating to "disinterested persons."
(d) Exercise of Options.
Each Stock Option may be exercised in whole or in part (but
not as to fractional shares) by delivering it for surrender or
endorsement to the Company, attention of the Corporate Secretary,
at the principal office of the Company, together with payment of
the Exercise Price and an executed Notice and Agreement of
Exercise. Payment may be made (i) in cash, (ii) by cashier's or
certified check, (iii) by surrender of previously owned shares of
the Company's Common Stock (if the Board or Committee authorizes
payment in stock in its discretion), (iv) by withholding from the
Option Shares which would otherwise be issuable upon the exercise
of the Stock Option that number of Option Shares equal to the
exercise price of the Stock Option, if such withholding is
authorized by the Board or Committee in its discretion, or (v) in
the discretion of the Board or Committee, by the delivery to the
Company of the optionee's promissory note secured by the Option
Shares, bearing interest.
Such Notice and Agreement of Exercise shall set forth the
agreement of the Employee that: (a) no Option Shares will be sold
or otherwise distributed in violation of the Securities Act of
1933, as amended, or any other applicable federal or state
securities laws, (b) each Option Share certificate may be im-
printed with legends reflecting any applicable federal and state
securities law restrictions and conditions, (c) the Company may
comply with said securities law restrictions and issue "stop
transfer" instructions to its transfer agent and registrar without
liability, (d) if the Employee is a Section 16 Reporting Person,
the Employee will furnish to the Company a copy of each Form 4 or
Form 5 filed by said Employee and will timely file all reports
required under federal securities laws, and (e) the Employee will
report all sales of Option Shares to the Company in writing on a
form prescribed by the Company.
No Stock Option will be exercisable unless and until any
applicable registration or qualification requirements of federal
and state securities laws, and all other legal requirements, have
been fully complied with. The Company will use reasonable efforts
to maintain the effectiveness of a Registration Statement for the
issuance of Stock Options and shares acquired thereunder, but
there may be times when no such Registration Statement will be
currently effective. The exercise of Stock Options may be
temporarily suspended without liability to the Company during
times when no such Registration Statement is currently effective,
or during times when, in the reasonable opinion of the Board or
Committee, such suspension is necessary to preclude violation of
any requirements of applicable law or regulatory bodies having
jurisdiction over the Company. If any Stock Option would expire
for any reason except the end of its term during such a suspen-
sion, then if exercise of such Stock Option is duly tendered
before its expiration, such Stock Option shall be exercisable and
exercised (unless the attempted exercise is withdrawn) as of the
first day after the end of such suspension. The Company shall
have no obligation to file any Registration Statement covering
resales of Option Shares.
(e) Restrictions on Transfer.
Each Stock Option granted under this Plan shall be
transferable only by will or the laws of descent and distribution.
No interest of any Employee under the Plan shall be subject to
attachment, execution, garnishment, sequestration, the laws of
bankruptcy or any other legal or equitable process. Each Stock
Option granted under this Plan shall be exercisable during an
Employee's lifetime only by such Employee or by such Employee's
legal representative.
Any person who receives a restricted stock award may only sell
shares of Common Stock pursuant to the volume and certain other
limitations of Rule 144 under the Securities Act of 1933 for a
period of one year or by complying with the registration
requirements of the Securities Act; non-affiliates shall not be
subject to such limitations after holding the Common Stock for a
period of two years. The volume, manner of sale and notice
provisions of Rule 144 are applicable to any resale of Common
Stock. In addition, Section 16 of the Exchange Act may limit an
affiliate's right to resell shares or impose reporting
obligations upon any such resale. All such persons should
consult the Company's counsel concerning their status as
affiliates and the applicability of Rule 144 and Section 16
before selling any Company Common Stock. An "affiliate" is
generally defined under the Securities Act as an officer,
director, ten percent (10%) shareholder, or other control
person, including, in some cases, certain officers and directors
of Subsidiaries.
(f) Tax Considerations.
Generally, under present law, if an Employee exercise the
options granted, such person will recognize ordinary income in
the amount of the difference between his or her actual exercise
price and the fair market value of the stock on the exercise
date, whether or not the shares obtained on exercise are sold at
that time or not. The amount realized upon an exercise and sale
of the Common Stock will be reported by the Company on such
person's W-2 form as ordinary income. Any further profit will
likely be taxable as a short-term or long term capital gain,
depending upon whether the stock is held for twelve months or
longer. In the event of a loss, the Employee must still
recognize ordinary income on the discount at purchase between
the market value and the exercise price, if any; the loss will
be treated as a capital loss.
Generally, under present law, if an Employee obtains restricted
stock upon an award, such person will not recognize ordinary
income until the restriction is lifted, unless the Employee
files with the Internal Revenue Service an election to treat as
a taxable event the receipt of the restricted shares (any
further gain on the shares would be treated as short or long
term, depending on the holding period, as the difference between
the ordinary income and the value on the date of lifting the
restriction). The restriction can be lifted either on complying
with Rule 144 or the registration of the shares in a
registration statement.
In addition, Employees must consider the applicability of state
income taxes, which vary from state to state.
(g) Changes In Status Affecting Eligibility.
Upon an Employee's Retirement, Disability, or death, (a) all
Stock Options to the extent then presently exercisable shall
remain in full force and effect and may be exercised pursuant to
the provisions thereof, including expiration at the end of the
fixed term thereof, and (b) unless otherwise provided by the Board
or Committee, all Stock Options to the extent not then presently
exercisable by such Employee shall terminate as of the date of
such termination of employment and shall not be exercisable there-
after.
Upon the termination of the employment of an Employee with
the Company for any reason other than the reasons set forth above,
(a) all Stock Options to the extent then presently exercisable by
such Employee shall remain exercisable only for a period of ninety
days after the date of such termination of employment (except that
the ninety day period shall be extended to twelve months if the
Employee shall die during such ninety day period), and may be
exercised pursuant to the provisions thereof, including expiration
at the end of the fixed term thereof, and (b) unless otherwise
provided by the Board or Committee, all Stock Options to the
extent not then presently exercisable by such Employee shall
terminate as of the date of such termination of employment and
shall not be exercisable thereafter.
With regard to Award Shares, the Board or Committee may pro-
vide for the lapse of any restrictions in installments, for
acceleration of the lapse of restrictions upon the satisfaction of
such performance or other criteria or upon the occurrence of such
events as the Board or Committee shall determine, and for the
early expiration of the Restriction Period upon an Employee's
death, Disability or Retirement or following a Change of Control,
upon termination of an Employee's employment by the Company
without "Cause" or by the Employee for "Good Reason."
(h) Vote Required.
The affirmative vote of the holders of a majority of the votes
cast on this proposal at the Annual Meeting, provided the votes
cast on the proposal represent over 50% in interest of the
Common Stock entitled to vote on the proposal, will be necessary
for stockholder approval of the Urbana.ca, Inc. Stock Incentive
Plan.
(i) Recommendation of the Board of Directors.
The Board of Directors of the Company recommends a vote FOR the
adoption of the Urbana.ca, Inc. Stock Incentive Plan.
INCREASE IN AUTHORIZED SHARES
Currently the number of authorized shares of common stock
in the Articles of Incorporation of the Registrant is
70,000,000. The Board of Directors has approved by resolution
and recommends that the number of authorized shares of common
stock be increased to 80,000,000. This is increase will allow
the Board of Directors flexibility in structuring financing
arrangements for the Registrant and in issuing common stock in
exchange for services for the Registrant.
OTHER BUSINESS
As of the date of this proxy statement, the Company knows
of no business that will be presented for consideration at the
Annual Meeting other than the items referred to above. If any
other matter is properly brought before the meeting for action
by the shareholders, proxies in the enclosed forms returned to
the company will be voted in accordance with the recommendation
of the Board of Directors or, in the absence of such a
recommendation, in accordance with the judgment of the proxy
holder.
By order of the Board of Directors
May 9, 2000
/s/ Robert S. Tyson
Robert S. Tyson, Corporate Secretary
APPENDIX A
URBANA.CA, INC.
2000 STOCK INCENTIVE PLAN
1. GENERAL PROVISIONS
1.1 Establishment and Purpose of Plan.
Urbana.ca, Inc., a Nevada corporation ("Company") and its
Subsidiaries which it may have from time to time (Company and
such Subsidiaries are referred to herein as the Company") hereby
establishes a stock incentive plan to be known as the
"Urbana.ca, Inc. 2000 Stock Incentive Plan" (hereinafter
referred to as the "Plan"), as set forth in this document. The
Plan is intended to allow designated officers and employees (all
of whom are sometimes collectively referred to herein as
"Employees") of to receive certain options ("Stock Options") to
purchase the Company's common stock, $0.001 par value ("Common
Stock"), and to receive grants of Common Stock subject to
certain restrictions ("Awards"). As used in this Plan, the term
"Subsidiary" shall mean each corporation which is a "subsidiary
corporation" of the Company within the meaning of Section 424(f)
of the Internal Revenue Code of 1986, as amended ("Code"). The
purpose of this Plan is to provide Employees with equity-based
compensation incentives to make significant and extraordinary
contributions to the long-term performance and growth of the
Company, and to attract and retain Employees of exceptional ability.
Subject to approval by the Company's stockholders, the Plan
shall become effective as of June 1, 2000 (the "Effective Date")
and shall remain in effect as provided in Section 1.3 hereof.
1.2 Administration.
1.2.1 The Plan shall be administered by the Board of Directors
or by a Compensation Committee ("Committee") of, or appointed by,
the Board of Directors of Company ("Board"). Each member of the
Committee shall be a "disinterested person" as that term is
defined in Rule 16b-3 promulgated by the Securities and Exchange
Commission ("Commission") pursuant to the Securities Exchange Act
of 1934, as amended ("Exchange Act"), but no action of the
Committee shall be invalid if this requirement is not met. The
Committee shall select one of its members as Chairman and shall
act by vote of a majority of a quorum, or by unanimous written
consent. A majority of its members shall constitute a quorum.
The Committee shall be governed by the provisions of Company's
Bylaws and of Nevada law applicable to the Board, except as
otherwise provided herein or determined by the Board.
1.2.2 The Board or Committee shall have full and complete
authority, in its discretion, but subject to the express provi-
sions of the Plan: to approve the Employees nominated by the
management of the Company to be granted Awards or Stock Options;
to determine the number of Awards or Stock Options to be granted
to an Employee; to determine the time or times at which Awards or
Stock Options shall be granted; to establish the terms and
conditions upon which Awards or Stock Options may be exercised; to
remove or adjust any restrictions and conditions upon Awards or
Stock Options; to specify, at the time of grant, provisions
relating to exercisability of Stock Options and to accelerate or
otherwise modify the exercisability of any Stock Options; and to
adopt such rules and regulations and to make all other
determinations deemed necessary or desirable for the admin-
istration of the Plan. All interpretations and constructions of
the Plan by the Board or Committee, and all of its actions
hereunder, shall be binding and conclusive on all persons for all
purposes.
1.2.3 The Company hereby agrees to indemnify and hold harmless
each Board or Committee member and each employee of the Company,
and the estate and heirs of such Board or Committee member or
employee, against all claims, liabilities, expenses, penalties,
damages or other pecuniary losses, including legal fees, which
such Board or Committee member or employee, his or her estate or
heirs may suffer as a result of his or her responsibilities,
obligations or duties in connection with the Plan, to the extent
that insurance, if any, does not cover the payment of such items.
No member of the Board or Committee shall be liable for any action
or determination made in good faith with respect to the Plan or
any Award or Stock Option granted pursuant to the Plan.
1.3 Eligibility and Participation.
Employees eligible under the Plan shall be approved by the
Board or Committee from those Employees who, in the opinion of the
management of the Company, are in positions which enable them to
make significant and extraordinary contributions to the long-term
performance and growth of the Company. In selecting Employees to
whom Stock Options or Awards may be granted, consideration shall
be given to factors such as employment position, duties and
responsibilities, ability, productivity, length of service,
morale, interest in the Company and recommendations of super-
visors. No member of the Committee shall be eligible to par-
ticipate under the Plan or under any other Company plan if such
participation would contravene the standard of paragraph 1.2.1
above relating to "disinterested persons."
1.4 Shares Subject to the Plan.
The maximum number of shares of Common Stock that may be
issued pursuant to the Plan shall be Four Million Four Hundred
(4,400,000) subject to adjustment pursuant to the provisions of
paragraph 4.1. If shares of Common Stock awarded or issued under
the Plan are reacquired by the Company due to a forfeiture or for
any other reason, such shares shall be cancelled and thereafter
shall again be available for purposes of the Plan. If a Stock
Option expires, terminates or is cancelled for any reason without
having been exercised in full, the shares of Common Stock not
purchased thereunder shall again be available for purposes of the
Plan.
2. PROVISIONS RELATING TO STOCK OPTIONS
2.1 Grants of Stock Options.
The Board or Committee may grant Stock Options in such
amounts, at such times, and to such Employees nominated by the
management of the Company as the Board or Committee, in its
discretion, may determine. Stock Options granted under the Plan
shall constitute "incentive stock options" within the meaning of
Section 422 of the Code, if so designated by the Board or
Committee on the date of grant. The Board or Committee shall also
have the discretion to grant Stock Options which do not constitute
incentive stock options, and any such Stock Options shall be
designated non-statutory stock options by the Board or Committee
on the date of grant. The aggregate fair market value (determined
as of the time an incentive stock option is granted) of the Common
Stock with respect to which incentive stock options are exercis-
able for the first time by any Employee during any one calendar
year (under all plans of the Company and any parent or Subsidiary
of the Company) may not exceed the maximum amount permitted under
Section 422 of the Code (currently one hundred thousand dollars
($100,000.00)). Non-statutory stock options shall not be subject
to the limitations relating to incentive stock options contained
in the preceding sentence. Each Stock Option shall be evidenced
by a written agreement ("Option Agreement") in a form approved by
the Board or Committee, which shall be executed on behalf of the
Company and by the Employee to whom the Stock Option is granted,
and which shall be subject to the terms and conditions of this
Plan. In the discretion of the Board or Committee, Stock Options
may include provisions (which need not be uniform), authorized by
the Board or Committee in its discretion, that accelerate an
Employee's rights to exercise Stock Options following a "Change in
Control," upon termination of such Employee employment by the
Company without "Cause" or by the Employee for "Good Reason," as
such terms are defined in paragraph 3.1 hereof. The holder of a
Stock Option shall not be entitled to the privileges of stock
ownership as to any shares of Common Stock not actually issued to
such holder.
2.2 Purchase Price.
The purchase price ("Exercise Price") of shares of Common
Stock subject to each Stock Option ("Option Shares") shall equal
to at least the market price of the Common Stock on the date of
the grant, less any discount as deemed appropriate by the Board or
the Committee.
2.3 Option Period.
The Stock Option period ("Term") shall commence on the date
of grant of the Stock Option and shall be ten years or such
shorter period as is determined by the Board or Committee. Each
Stock Option shall provide that it is exercisable over its term in
such periodic installments as the Board or Committee in its sole
discretion may determine. Such provisions need not be uniform.
Notwithstanding the foregoing, but subject to the provisions of
paragraphs 1.2.2 and 2.1, Stock Options granted to Employees who
are subject to the reporting requirements of Section 16(a) of the
Exchange Act ("Section 16 Reporting Persons") shall not be
exercisable until at least six months and one day from the date
the Stock Option is granted.
2.4 Exercise of Options.
2.4.1 Each Stock Option may be exercised in whole or in part
(but not as to fractional shares) by delivering it for surrender
or endorsement to the Company, attention of the Corporate
Secretary, at the principal office of the Company, together with
payment of the Exercise Price and an executed Notice and Agreement
of Exercise in the form prescribed by paragraph 2.4.2. Payment
may be made (i) in cash, (ii) by cashier's or certified check,
(iii) by surrender of previously owned shares of the Company's
Common Stock valued pursuant to paragraph 2.2 (if the Board or
Committee authorizes payment in stock in its discretion), (iv) by
withholding from the Option Shares which would otherwise be
issuable upon the exercise of the Stock Option that number of
Option Shares equal to the exercise price of the Stock Option, if
such withholding is authorized by the Board or Committee in its
discretion, or (v) in the discretion of the Board or Committee, by
the delivery to the Company of the optionee's promissory note
secured by the Option Shares, bearing interest at a rate
sufficient to prevent the imputation of interest under Sections
483 or 1274 of the Code, and having such other terms and
conditions as may be satisfactory to the Board or Committee.
2.4.2 Exercise of each Stock Option is conditioned upon the
agreement of the Employee to the terms and conditions of this Plan
and of such Stock Option as evidenced by the Employee's execution
and delivery of a Notice and Agreement of Exercise in a form to be
determined by the Board or Committee in its discretion. Such
Notice and Agreement of Exercise shall set forth the agreement of
the Employee that: (a) no Option Shares will be sold or otherwise
distributed in violation of the Securities Act of 1933, as amended
("Securities Act"), or any other applicable federal or state
securities laws, (b) each Option Share certificate may be im-
printed with legends reflecting any applicable federal and state
securities law restrictions and conditions, (c) the Company may
comply with said securities law restrictions and issue "stop
transfer" instructions to its transfer agent and registrar without
liability, (d) if the Employee is a Section 16 Reporting Person,
the Employee will furnish to the Company a copy of each Form 4 or
Form 5 filed by said Employee and will timely file all reports
required under federal securities laws, and (e) the Employee will
report all sales of Option Shares to the Company in writing on a
form prescribed by the Company.
2.4.3 No Stock Option shall be exercisable unless and until
any applicable registration or qualification requirements of
federal and state securities laws, and all other legal require-
ments, have been fully complied with. The Company will use
reasonable efforts to maintain the effectiveness of a Registration
Statement under the Securities Act for the issuance of Stock
Options and shares acquired thereunder, but there may be times
when no such Registration Statement will be currently effective.
The exercise of Stock Options may be temporarily suspended without
liability to the Company during times when no such Registration
Statement is currently effective, or during times when, in the
reasonable opinion of the Board or Committee, such suspension is
necessary to preclude violation of any requirements of applicable
law or regulatory bodies having jurisdiction over the Company. If
any Stock Option would expire for any reason except the end of its
term during such a suspension, then if exercise of such Stock
Option is duly tendered before its expiration, such Stock Option
shall be exercisable and exercised (unless the attempted exercise
is withdrawn) as of the first day after the end of such
suspension. The Company shall have no obligation to file any
Registration Statement covering resales of Option Shares.
2.5 Continuous Employment.
Except as provided in paragraph 2.7 below, an Employee may
not exercise a Stock Option unless from the date of grant to the
date of exercise such Employee remains continuously in the employ
of the Company. For purposes of this paragraph 2.5, the period of
continuous employment of an Employee with the Company shall be
deemed to include (without extending the term of the Stock Option)
any period during which such Employee is on leave of absence with
the consent of the Company, provided that such leave of absence
shall not exceed ninety (90) days and that such Employee returns
to the employ of the Company at the expiration of such leave of
absence. If such Employee fails to return to the employ of the
Company at the expiration of such leave of absence, such
Employee's employment with the Company shall be deemed terminated
as of the date such leave of absence commenced. The continuous
employment of an Employee with the Company shall also be deemed to
include any period during which such Employee is a member of the
Armed Forces of the United States, provided that such Employee
returns to the employ of the Company within ninety (90) days (or
such longer period as may be prescribed by law) from the date such
Employee first becomes entitled to discharge. If an Employee does
not return to the employ of the Company within ninety (90) days
(or such longer period as may be prescribed by law) from the date
such Employee first becomes entitled to discharge, such Employee's
employment with the Company shall be deemed to have terminated as
of the date such Employee's military service ended.
2.6 Restrictions on Transfer.
Each Stock Option granted under this Plan shall be
transferable only by will or the laws of descent and distribution.
No interest of any Employee under the Plan shall be subject to
attachment, execution, garnishment, sequestration, the laws of
bankruptcy or any other legal or equitable process. Each Stock
Option granted under this Plan shall be exercisable during an
Employee's lifetime only by such Employee or by such Employee's
legal representative.
2.7 Termination of Employment.
2.7.1 Upon an Employee's Retirement, Disability (both terms
being defined below) or death, (a) all Stock Options to the extent
then presently exercisable shall remain in full force and effect
and may be exercised pursuant to the provisions thereof, including
expiration at the end of the fixed term thereof, and (b) unless
otherwise provided by the Board or Committee, all Stock Options to
the extent not then presently exercisable by such Employee shall
terminate as of the date of such termination of employment and
shall not be exercisable thereafter.
2.7.2 Upon the termination of the employment of an Employee
with the Company for any reason other than the reasons set forth
in paragraph 2.7.1 hereof, (a) all Stock Options to the extent
then presently exercisable by such Employee shall remain
exercisable only for a period of ninety (90) days after the date
of such termination of employment (except that the ninety (90) day
period shall be extended to twelve (12) months if the Employee
shall die during such ninety (90) day period), and may be
exercised pursuant to the provisions thereof, including expiration
at the end of the fixed term thereof, and (b) unless otherwise
provided by the Board or Committee, all Stock Options to the
extent not then presently exercisable by such Employee shall
terminate as of the date of such termination of employment and
shall not be exercisable thereafter.
2.7.3 For purposes of this Plan:
(a) "Retirement" shall mean an Employee's retirement
from the employ of the Company on or after the date on which such
Employee attains the age of sixty-five (65) years; and
(b) "Disability" shall mean total and permanent
incapacity of an Employee, due to physical impairment or legally
established mental incompetence, to perform the usual duties of
such Employee's employment with the Company, which disability
shall be determined: (i) on medical evidence by a licensed
physician designated by the Board or Committee, or (ii) on
evidence that the Employee has become entitled to receive primary
benefits as a disabled employee under the Social Security Act in
effect on the date of such disability.
3. PROVISIONS RELATING TO AWARDS
3.1 Grant of Awards.
Subject to the provisions of the Plan, the Board or Committee
shall have full and complete authority, in its discretion, but
subject to the express provisions of this Plan, to (i) grant
Awards pursuant to the Plan, (ii) determine the number of shares
of Common Stock subject to each Award ("Award Shares"), (iii)
determine the terms and conditions (which need not be identical)
of each Award, including the consideration (if any) to be paid by
the Employee for such Common Stock, which may, in the Board's or
Committee's discretion, consist of the delivery of the Employee's
promissory note meeting the requirements of paragraph 2.4.1, (iv)
establish and modify performance criteria for Awards, and (v) make
all of the determinations necessary or advisable with respect to
Awards under the Plan. Each award under the Plan shall consist of
a grant of shares of Common Stock subject to a restriction period
(after which the restrictions shall lapse), which shall be a
period commencing on the date the award is granted and ending on
such date as the Board or Committee shall determine ("Restriction
Period"). The Board or Committee may provide for the lapse of
restrictions in installments, for acceleration of the lapse of
restrictions upon the satisfaction of such performance, or other
criteria or upon the occurrence of such events as the Board or
Committee shall determine, and for the early expiration of the
Restriction Period upon an Employee's death, Disability or
Retirement as defined in paragraph 2.7.3, or following a Change of
Control, upon termination of an Employee's employment by the
Company without "Cause" or by the Employee for "Good Reason," as
those terms are defined herein.
In addition to the above, any person who receives Award Shares
may only sell shares of Common Stock pursuant to the volume and
certain other limitations of Rule 144 under the Securities Act
of 1933, as amended (the "Securities Act"), for a period of one
(1) year or by complying with the registration requirements of
the Securities Act; non-affiliates shall not be subject to such
limitations after holding the Common Stock for a period of two
years. The volume, manner of sale and notice provisions of Rule
144 are applicable to any resale of Common Stock. In addition,
Section 16 of the Exchange Act may limit an affiliate's right to
resell shares or impose reporting obligations upon any such
resale. All such persons should consult the Company's counsel
concerning their status as affiliates and the applicability of
Rule 144 and Section 16 before selling any Company Common Stock.
An "affiliate" is generally defined under the Securities Act as
an officer, director, ten percent (10%) shareholder, or other
control person, including, in some cases, certain officers and
directors of Subsidiaries.
"Change of Control" shall be deemed to occur (a) on the date
the Company first has actual knowledge that any person (as such
term is used in Sections 13(d) and 14(d) (2) of the Exchange Act)
has become the beneficial owner (as defined in Rule 13(d)-3 under
the Exchange Act), directly or indirectly, of securities of the
Company representing forty percent (40%) or more of the combined
voting power of the Company's then outstanding securities, or (b)
on the date the shareholders of the Company approve (i) a merger
of the Company with or into any other corporation in which the
Company is not the surviving corporation or in which the Company
survives as a subsidiary of another corporation, (ii) a
consolidation of the Company with any other corporation, or (iii)
the sale or disposition of all or substantially all of the
Company's assets or a plan of complete liquidation.
"Cause," when used with reference to termination of the
employment of an Employee by the Company for "Cause," shall mean:
(a) the Employee's continuing willful and material breach of
his or her duties to the Company after he or she receives a demand
from the Chief Executive of the Company specifying the manner in
which he or she has willfully and materially breached such duties,
other than any such failure resulting from Disability of the
Employee or his or her resignation for "Good Reason," as defined
herein; or
(b) the conviction of the Employee of a felony; or
(c) the Employee's commission of fraud in the course of his
or her employment with the Company, such as embezzlement or other
material and intentional violation of law against the Company; or
(d) the Employee's gross misconduct causing material harm to
the Company.
"Good Reason" shall mean any one or more of the following,
occurring following or in connection with a Change of Control and
within 90 days prior to the Employee's resignation, unless the
Employee shall have consented thereto in writing:
(a) the assignment to the Employee of duties inconsistent
with his or her executive status prior to the Change of Control or
a substantive change in the officer or officers to whom he or she
reports from the officer or officers to whom he or she reported
immediately prior to the Change of Control; or
(b) the elimination or reassignment of a majority of the
duties and responsibilities that were assigned to the Employee
immediately prior to the Change of Control; or
(c) a reduction by the Company in the Employee's annual base
salary as in effect immediately prior to the Change of Control; or
(d) the Company's requiring the Employee to be based
anywhere outside a 35-mile radius from his or her place of
employment immediately prior to the Change of Control, except for
required travel on the Company's business to an extent
substantially consistent with the Employee's business travel
obligations immediately prior to the Change of Control; or
(e) the failure of the Company to grant the Employee a
performance bonus reasonably equivalent to the same percentage of
salary the Employee normally received prior to the Change of
Control, given comparable performance by the Company and the
Employee; or
(f) the failure of the Company to obtain a satisfactory
Assumption Agreement (as defined in paragraph 4.12 of the Plan)
from a successor, or the failure of such successor to perform such
Assumption Agreement.
3.2 Incentive Agreements.
Each Award granted under the Plan shall be evidenced by a
written agreement (an "Incentive Agreement") in a form approved by
the Board or Committee and executed by the Company and the
Employee to whom the Award is granted. Each Incentive Agreement
shall be subject to the terms and conditions of the Plan and other
such terms and conditions as the Board or Committee may specify.
3.3 Waiver of Restrictions.
The Board or Committee may modify or amend any Award under
the Plan or waive any restrictions or conditions applicable to
such Awards; provided, however, that the Board or Committee may
not undertake any such modifications, amendments or waivers if the
effect thereof materially increases the benefits to any Employee,
or adversely affects the rights of any Employee without his or her
consent.
3.4 Terms and Conditions of Awards.
3.4.1 Upon receipt of an Award of shares of Common Stock under
the Plan, even during the Restriction Period, an Employee shall be
the holder of record of the shares and shall have all the rights
of a shareholder with respect to such shares, subject to the terms
and conditions of the Plan and the Award.
3.4.2 Except as otherwise provided in this paragraph 3.4, no
shares of Common Stock received pursuant to the Plan shall be
sold, exchanged, transferred, pledged, hypothecated or otherwise
disposed of during the Restriction Period applicable to such
shares. Any purported disposition of such Common Stock in
violation of this paragraph 3.4.2 shall be null and void.
3.4.3 If an Employee's employment with the Company terminates
prior to the expiration of the Restriction Period for an Award,
subject to any provisions of the Award with respect to the
Employee's death, Disability or Retirement, or Change of Control,
all shares of Common Stock subject to the Award shall be
immediately forfeited by the Employee and reacquired by the
Company, and the Employee shall have no further rights with
respect to the Award. In the discretion of the Board or
Committee, an Incentive Agreement may provide that, upon the
forfeiture by an Employee of Award Shares, the Company shall repay
to the Employee the consideration (if any) which the Employee paid
for the Award Shares on the grant of the Award. In the discretion
of the Board or Committee, an Incentive Agreement may also provide
that such repayment shall include an interest factor on such
consideration from the date of the grant of the Award to the date
of such repayment.
3.4.4 The Board or Committee may require under such terms and
conditions as it deems appropriate or desirable that (i) the
certificates for Common Stock delivered under the Plan are to be
held in custody by the Company or a person or institution
designated by the Company until the Restriction Period expires,
(ii) such certificates shall bear a legend referring to the
restrictions on the Common Stock pursuant to the Plan, and (iii)
the Employee shall have delivered to the Company a stock power
endorsed in blank relating to the Common Stock.
4. MISCELLANEOUS PROVISIONS
4.1 Adjustments Upon Change in Capitalization.
4.1.1 The number and class of shares subject to each out-
standing Stock Option, the Exercise Price thereof (but not the
total price), the maximum number of Stock Options that may be
granted under the Plan, the minimum number of shares as to which a
Stock Option may be exercised at any one time, and the number and
class of shares subject to each outstanding Award, shall
be proportionately adjusted in the event of any increase or
decrease in the number of the issued shares of Common Stock which
results from a split-up or consolidation of shares, payment of a
stock dividend or dividends exceeding a total of five percent (5%)
for which the record dates occur in any one fiscal year, a
recapitalization (other than the conversion of convertible securi-
ties according to their terms), a combination of shares or other
like capital adjustment, so that (i) upon exercise of the Stock
Option, the Employee shall receive the number and class of shares
such Employee would have received had such Employee been the
holder of the number of shares of Common Stock for which the Stock
Option is being exercised upon the date of such change or increase
or decrease in the number of issued shares of the Company, and
(ii) upon the lapse of restrictions of the Award Shares, the
Employee shall receive the number and class of shares such
Employee would have received if the restrictions on the Award
Shares had lapsed on the date of such change or increase or
decrease in the number of issued shares of the Company.
4.1.2 Upon a reorganization, merger or consolidation of the
Company with one or more corporations as a result of which the
Company is not the surviving corporation or in which the Company
survives as a wholly-owned subsidiary of another corporation, or
upon a sale of all or substantially all of the property of the
Company to another corporation, or any dividend or distribution to
shareholders of more than ten percent (10%) of the Company's
assets, adequate adjustment or other provisions shall be made by
the Company or other party to such transaction so that there shall
remain and/or be substituted for the Option Shares and Award
Shares provided for herein, the shares, securities or assets which
would have been issuable or payable in respect of or in exchange
for such Option Shares and Award Shares then remaining, as if the
Employee had been the owner of such shares as of the applicable
date. Any securities so substituted shall be subject to similar
successive adjustments.
4.2 Withholding Taxes.
The Company shall have the right at the time of exercise of
any Stock Option, the grant of an Award, or the lapse of
restrictions on Award Shares, to make adequate provision for any
federal, state, local or foreign taxes which it believes are or
may be required by law to be withheld with respect to such
exercise ("Tax Liability"), to ensure the payment of any such Tax
Liability. The Company may provide for the payment of any Tax
Liability by any of the following means or a combination of such
means, as determined by the Board or Committee in its sole and
absolute discretion in the particular case: (i) by requiring the
Employee to tender a cash payment to the Company, (ii) by
withholding from the Employee's salary, (iii) by withholding from
the Option Shares which would otherwise be issuable upon exercise
of the Stock Option, or from the Award Shares on their grant or
date of lapse of restrictions, that number of Option Shares or
Award Shares having an aggregate fair market value (determined in
the manner prescribed by paragraph 2.2) as of the date the
withholding tax obligation arises in an amount which is equal to
the Employee's Tax Liability or (iv) by any other method deemed
appropriate by the Board or Committee. Satisfaction of the Tax
Liability of a Section 16 Reporting Person may be made by the
method of payment specified in clause (iii) above only if the
following two conditions are satisfied:
(a) the withholding of Option Shares or Award Shares and the
exercise of the related Stock Option occur at least six months and
one day following the date of grant of such Stock Option or Award;
and
(b) the withholding of Option Shares or Award Shares is made
either (i) pursuant to an irrevocable election ("Withholding
Election") made by such Employee at least six (6) months in
advance of the withholding of Options Shares or Award Shares, or
(ii) on a day within a ten (10) day "window period" beginning on
the third (3rd) business day following the date of release of the
Company's quarterly or annual summary statement of sales and
earnings.
Anything herein to the contrary notwithstanding, a Withholding
Election may be disapproved by the Board or Committee at any time.
4.3 Relationship to Other Employee Benefit Plans.
Stock Options and Awards granted hereunder shall not be
deemed to be salary or other compensation to any Employee for
purposes of any pension, thrift, profit-sharing, stock purchase or
any other employee benefit plan now maintained or hereafter
adopted by the Company.
4.4 Amendments and Termination.
The Board may at any time suspend, amend or terminate this
Plan. No amendment, except as provided in paragraph 2.8, or
modification of this Plan may be adopted, except subject to
stockholder approval, which would: (a) materially increase the
benefits accruing to Employees under this Plan, (b) materially
increase the number of securities which may be issued under this
Plan (except for adjustments pursuant to paragraph 4.1 hereof), or
(c) materially modify the requirements as to eligibility for
participation in the Plan.
4.5 Successors in Interest.
The provisions of this Plan and the actions of the Board or
Committee shall be binding upon all heirs, successors and assigns
of the Company and of the Employees.
4.6 Other Documents.
All documents prepared, executed or delivered in connection
with this Plan (including, without limitation, Option Agreements
and Incentive Agreements) shall be, in substance and form, as
established and modified by the Board or Committee; provided,
however, that all such documents shall be subject in every respect
to the provisions of this Plan, and in the event of any conflict
between the terms of any such document and this Plan, the
provisions of this Plan shall prevail.
4.7 No Obligation to Continue Employment.
This Plan and grants hereunder shall not impose any
obligation on the Company to continue to employ any Employee.
Moreover, no provision of this Plan or any document executed or
delivered pursuant to this Plan shall be deemed modified in any
way by any employment contract between an Employee (or other
employee) and the Company.
4.8 Misconduct of an Employee.
Notwithstanding any other provision of this Plan, if an
Employee commits fraud or dishonesty toward the Company or wrong-
fully uses or discloses any trade secret, confidential data or
other information proprietary to the Company, or intentionally
takes any other action materially inimical to the best interests
of the Company, as determined by the Board or Committee, in its
sole and absolute discretion, such Employee shall forfeit all
rights and benefits under this Plan.
4.9 Term of Plan.
This Plan was adopted by the Board effective June 1, 2000,
pending shareholder approval. No Stock Options or Awards may be
granted under this Plan after June 1, 2010.
4.10 Governing Law.
This Plan shall be construed in accordance with, and governed
by, the laws of the State of Nevada.
4.11 Shareholder Approval.
No Stock Option shall be exercisable, or Award granted,
unless and until the shareholders of the Company have approved
this Plan and all other legal requirements have been fully
complied with.
4.12 Assumption Agreements.
The Company will require each successor, (direct or indirect,
whether by purchase, merger, consolidation or otherwise), to all
or substantially all of the business or assets of the Company,
prior to the consummation of each such transaction, to assume and
agree to perform the terms and provisions remaining to be
performed by the Company under each Incentive Agreement and Stock
Option and to preserve the benefits to the Employees thereunder.
Such assumption and agreement shall be set forth in a written
agreement in form and substance satisfactory to the Board or
Committee (an "Assumption Agreement"), and shall include such
adjustments, if any, in the application of the provisions of the
Incentive Agreements and Stock Options and such additional
provisions, if any, as the Board or Committee shall require and
approve, in order to preserve such benefits to the Employees.
Without limiting the generality of the foregoing, the Board or
Committee may require an Assumption Agreement to include
satisfactory undertakings by a successor:
(a) to provide liquidity to the Employees at the end of the
Restriction Period applicable to Common Stock awarded to them
under the Plan, or on the exercise of Stock Options;
(b) if the succession occurs before the expiration of any
period specified in the Incentive Agreements for satisfaction of
performance criteria applicable to the Common Stock awarded
thereunder, to refrain from interfering with the Company's ability
to satisfy such performance criteria or to agree to modify such
performance criteria and/or waive any criteria that cannot be
satisfied as a result of the succession;
(c) to require any future successor to enter into an
Assumption Agreement; and
(d) to take or refrain from taking such other actions as the
Board or Committee may require and approve, in its discretion.
The Committee referred to in this paragraph 4.12 is the Committee
appointed by the Board in office prior to the succession then
under consideration.
4.13 Compliance With Rule 16b-3.
Transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3. To the extent that any
provision of the Plan or action by the Board or Committee fails to
so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Board or Committee.
IN WITNESS WHEREOF, this Plan has been executed as of the
22nd day of May, 2000.
Urbana.ca, Inc.
By: /s/ Jason Cassis
Jason Cassis, Chief Executive Officer
P R O X Y
URBANA.CA, INC.
Annual Meeting of Shareholders To Be Held June 13, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Robert S. Tyson as proxy of the
undersigned, with full power of substitution, and hereby
authorizes him to represent and to vote at the Annual Meeting of
Shareholders of Urbana.ca, Inc. ("Company") to be held on June
13, 2000, as designated below, all of the common stock of
Urbana.ca, Inc. held of record by the undersigned on May 23,
2000, at the Holiday Inn Cambridge, 200 Holiday Inn Drive,
Cambridge, Ontario, Canada at 9:30 a.m. for matters that
properly may come before the meeting or any adjournment thereof.
1. ELECTION OF DIRECTORS (circle one):
FOR WITHHOLD AUTHORITY
all nominees listed below to vote for all nominees listed below
Jason Cassis
David Groves
Greg Alexanian
Robert Tyson
Rick Whittaker
2. TO APPROVE THE SELECTION OF LABONTE & CO. AS THE COMPANY'S
INDEPENDENT ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR (circle
one).
FOR AGAINST ABSTAIN
3. TO APPROVE THE 2000 STOCK INCENTIVE PLAN (circle one).
FOR AGAINST ABSTAIN
4. TO APPROVE AN INCREASE IN THE AUTHORIZED COMMON STOCK OF
THE COMPANY FROM 70,000,000 TO 80,000,000 (circle one).
FOR AGAINST ABSTAIN
This proxy will be voted as specified. IF NO SPECIFICATION IS
GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET FORTH
ABOVE. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting of Shareholders of Urbana.ca, Inc. to
be held on June 13, 2000 and the Proxy Statement of such
meeting.
Dated: ______________, 2000
(Signature of Shareholder)
Note: Please sign exactly as name appears on stock certificate
(as indicated on reverse side). All joint owners should sign.
When signing as personal representative, executor,
administrator, attorney, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporation
name by President or other authorized person. If a partnership,
please sign in partnership name by a partner.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
