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EXHIBIT 10.73
WORLWIDE WEB NETWORX CORPORATION
2000 INCENTIVE STOCK PLAN
1. IN GENERAL
1.1 PURPOSE. The purpose of this 2000 Incentive Stock Plan
(the "Plan") is to attract, retain and motivate employees, directors and
independent contractors by providing them with the opportunity to acquire a
proprietary interest in WORLDWIDE WEB NETWORX CORPORATION (the "Company"), and
to link their interests and efforts to the long-term interests of the Company's
stockholders.
1.2 BACKGROUND. The Company's Board of Directors ("Board")
adopted the Plan on October 10, 2000.
1.3 EFFECTIVE DATE. The Plan shall become effective as of
the October 10, 2000 (the "Effective Date").
2. PLAN ADMINISTRATION
2.1 IN GENERAL. The Plan shall be administered by the Board.
Except for the power to amend the Plan as provided in SECTION 11, the Board, in
its sole discretion, may delegate all or any portion of its authority and duties
under the Plan to a committee appointed by the Board, under such conditions and
limitations as the Board may from time to time establish. The Board and/or any
committee that has been delegated the authority to administer the Plan shall be
referred to as the "Plan Administrator." Except as otherwise explicitly set
forth in the Plan, the Plan Administrator shall have the authority, in its
discretion, to determine all matters relating to awards under the Plan,
including the selection of the individuals to be granted awards, the type of
awards, the number of shares of the Company's common stock ("Common Stock")
subject to an award, vesting conditions, and any and all other terms,
conditions, restrictions and limitations, if any, of an award. All decisions
made by the Plan Administrator pursuant to the Plan and related orders and
resolutions shall be final and conclusive.
2.2 RULE 16B-3 AND CODE SECTION 162(M). Notwithstanding any
provision of this Plan to the contrary, only the Board or a committee composed
of two or more "Non-Employee Directors" may make determinations regarding grants
of awards to officers, directors and 10% stockholders of the Company. (The term
"Non-Employee Directors" shall have the meaning set forth in Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the "1934
Act")). The Plan Administrator shall have the authority and discretion to
determine the extent to which awards will conform to the requirements of Section
162(m) Internal Revenue Code of 1986, as amended (the "Code"), and to take such
action, establish such procedures, and impose such restrictions as the Plan
Administrator determines to be necessary or appropriate to conform to such
requirements.
2.3 OTHER PLANS. The Plan Administrator shall also have
authority to grant awards as an alternative to or as the form of payment for
grants or rights earned or due under other compensation plans or arrangements of
the Company, including the plan of any entity
acquired by the Company.
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3. ELIGIBILITY. Any employee of the Company shall be eligible to
receive any award under the Plan. Directors who are not employees, proposed
directors, proposed employees and independent contractors shall be eligible to
receive awards other than Incentive Stock Options (as defined in SECTION 5.2).
For purposes of this SECTION 3, the "Company," with respect to all awards under
the Plan other than Incentive Stock Options, includes any entity that is
directly or indirectly controlled by the Company or any entity in which the
Company has a significant equity interest, as determined by the Plan
Administrator. With respect to Incentive Stock Options, the "Company" includes
any parent or subsidiary of the Company as defined in Section 424 of the Code.
4. SHARES SUBJECT TO THE PLAN
4.1 NUMBER AND SOURCE. The shares offered under the Plan
shall be shares of Common Stock and may be unissued shares or shares now held or
subsequently acquired by the Company as treasury shares, as the Plan
Administrator may from time to time determine. Subject to adjustment as provided
in SECTION 4.3, the aggregate number of shares that may be issued under the Plan
shall not exceed 12,912,400 shares. The aggregate number of shares that may be
covered by awards granted to any one individual in any year shall not exceed 50%
of the total number of shares that may be issued under the Plan.
4.2 SHARES AVAILABLE. Any shares subject to an award granted
under the Plan that is forfeited, terminated or canceled, or any shares that do
not vest, shall again be available for the granting of awards under the Plan. If
the exercise price of any award granted under the Plan is satisfied by tendering
shares of Common Stock to the Company (by actual delivery or by attestation),
only the number of shares issued net of the shares tendered shall be delivered
for purposes of determining the maximum number of shares available for delivery
under the Plan. If a stock appreciation right is settled in cash, the shares
covered by such award shall remain available for the granting of other awards.
The payment of cash dividends and dividend equivalents paid in cash in
conjunction with outstanding awards shall not be counted against the shares
available for issuance.
4.3 ADJUSTMENT OF SHARES AVAILABLE. The aggregate number and
type of shares available for awards under the Plan, the maximum number and type
of shares that may be subject to awards to any individual under the Plan, the
number and type of shares covered by each outstanding award, and the exercise
price per share (but not the total price) for stock options, stock appreciation
rights or similar awards outstanding under the Plan shall all be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from any split-up, combination or exchange of shares,
consolidation, spin-off or recapitalization of shares or any like capital
adjustment or the payment of any stock dividend.
5. AWARDS
5.1 TYPES OF AWARDS. Subject to the Plan, the Plan
Administrator shall have the authority, in its sole discretion, to determine the
type or types of awards to be granted to employees, directors and independent
contractors under the Plan. Such awards may include, but are not limited to,
Incentive Stock Options, Nonqualified Stock Options (as defined in SECTION
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5.2), stock appreciation rights or restricted stock awards. Such awards may be
granted either alone, in addition to or in tandem with any other type of award
granted under the Plan.
5.2 STOCK OPTIONS. The Plan Administrator may grant stock
options, designated as "Incentive Stock Options," which comply with the
provisions of Section 422 of the Code or any successor statutory provision, or
"Nonqualified Stock Options." The price for which shares may be purchased upon
exercise of a particular option shall be determined by the Plan Administrator;
provided, however, that (a) the exercise price of an Incentive Stock Option
shall not be less than 100% of the Fair Market Value (as determined under
SECTION 5.7) of the shares subject to such option on the date such option is
granted (110% if the option is intended to be an Incentive Stock Option and is
granted to a stockholder who at the time the option is granted owns or is deemed
to own stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or of any parent or subsidiary of the Company)
and (b) the exercise price of a Nonqualified Stock Option may be less than,
equal to or greater than 100% of the Fair Market Value of the shares subject to
such option on the date such option is granted. To the extent the aggregate Fair
Market Value (determined as of the date the option is granted) of Common Stock
with respect to which Incentive Stock Options granted to a particular individual
become exercisable for the first time during any calendar year (under the Plan
and all other stock option plans of the Company) exceeds $100,000 (or such
corresponding amount as may be set by the Code) such options shall be treated as
Nonqualified Stock Options. An optionholder and the Plan Administrator can agree
at any time to convert an Incentive Stock Option to a Nonqualified Stock Option.
5.3 STOCK APPRECIATION RIGHTS. The Plan Administrator may
grant stock appreciation rights, either in tandem with a stock option granted
under the Plan or with respect to a number of shares for which an option is not
granted. A stock appreciation right shall entitle the holder to receive, with
respect to each share of stock as to which the right is exercised, payment in an
amount equal to the excess of the share's Fair Market Value on the date the
right is exercised over its Fair Market Value on the date the right was granted.
Such payment may be made in cash or in shares of Common Stock valued at Fair
Market Value as of the date of the surrender, or partly in cash and partly in
shares of Common Stock, as determined by the Plan Administrator in its sole
discretion. The Plan Administrator may establish a maximum appreciation value
payable for stock appreciation rights.
5.4 RESTRICTED STOCK AWARDS. The Plan Administrator may
grant restricted stock awards under the Plan in Common Stock or denominated in
units of Common Stock. The Plan Administrator, in its discretion, may make such
awards subject to conditions and restrictions, as set forth in the instrument
evidencing the award, which may be based on continuous service with the Company
or the attainment of certain performance goals related to profits, profit
growth, profit-related return ratios, cash flow or shareholder returns, where
such goals may be stated in absolute terms or relative to comparison companies
or indices to be achieved during a period of time. The Plan Administrator may
choose, at the time of granting an award or at any time thereafter up to the
time of payment of the award, to include as part of such award an entitlement to
receive dividends or dividend equivalents, subject to such terms as the Plan
Administrator may establish. All dividends or dividend equivalents that are not
paid currently may, in the Plan Administrator's sole discretion, accrue interest
and be paid to the participant if, when and to the extent such award is paid.
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5.5 PAYMENT; DEFERRAL. Awards granted under the Plan may be
settled through cash payments, the delivery of Common Stock (valued at Fair
Market Value) or the granting of awards or combinations thereof as the Plan
Administrator shall determine. Any award settlement, including payment
deferrals, may be subject to such conditions, restrictions and contingencies as
the Plan Administrator shall determine. The Plan Administrator may permit or
require the deferral of any award payment, subject to such rules and procedures
as it may establish, which may include provisions for the payment or crediting
of interest, or dividend equivalents, including converting such credits to
deferred stock unit equivalents.
5.6 INDIVIDUAL AWARD AGREEMENTS. Stock Options shall and
other awards may be evidenced by agreements between the Company and the
recipient in such form and content as the Plan Administrator from time to time
approves, which agreements shall substantially comply with and be subject to the
terms of the Plan. Such individual agreements may contain such provisions or
conditions as the Plan Administrator deems necessary or appropriate to
effectuate the sense and purpose of the Plan and may be amended from time to
time in accordance with the terms thereof.
5.7 DETERMINATION OF FAIR MARKET VALUE OF COMMON STOCK. The
"Fair Market Value" of a share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:
(a) If the Common Stock is not at the time listed or
admitted to trading on any stock exchange but is traded on the over-the-counter
market, the Fair Market Value shall be the mean between the highest bid and
lowest asked prices (or, if such information is available, the closing selling
price) per share of Common Stock on the date in question on the over-the-counter
market, as such prices are reported by the National Association of Securities
Dealers through its Nasdaq system or any successor system. If there are no
reported bid and asked prices (or closing selling price) for the Common Stock on
the date in question, then the mean between the highest bid price and lowest
asked price (or the closing selling price) on the last preceding date for which
such quotations exist shall be determinative of the Fair Market Value.
(b) If the Common Stock is at the time listed or
admitted to trading on any stock exchange, then the Fair Market Value shall be
the closing selling price per share of Common Stock for the date in question on
the stock exchange determined by the Board to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no reported sale of Stock on such
exchange on the date in question, then the Fair Market Value shall be the
closing selling price on the exchange on the last preceding date for which such
quotation exists.
(c) If the Common Stock at the time is neither listed
nor admitted to trading on any stock exchange nor traded on the over-the-counter
market, then the Fair Market Value shall be determined by the Plan Administrator
after taking into account such factors as the Plan Administrator shall deem
appropriate, including, at the discretion of the Plan Administrator, one or more
independent professional appraisals.
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6. AWARD EXERCISE
6.1 PRECONDITION TO STOCK ISSUANCE. No shares shall be
delivered pursuant to the exercise of any stock option or stock appreciation
right, in whole or in part, until qualified for delivery under such securities
laws and regulations as may be deemed by the Plan Administrator to be applicable
thereto and until, in the case of the exercise of an option, payment in full of
the option price thereof (in cash or stock as provided in SECTION 6.3) is
received by the Company. No holder of an option or stock appreciation right, or
any legal representative, legatee or distributee shall be or be deemed to be a
holder of any shares subject to such option or right unless and until such
shares are issued.
6.2 NO FRACTIONAL SHARES. No stock option may at any time be
exercised with respect to a fractional share. No fractional share shall be
issued with respect to a stock appreciation right; however, a fractional stock
appreciation right may be exercised for cash.
6.3 FORM OF PAYMENT. An optionee may exercise a stock option
using as the form of payment (a) cash or cash equivalent, (b) stock-for-stock
payment (as described below), (c) any combination of the above, or (d) such
other means as the Plan Administrator may approve. Any optionee who owns Common
Stock may use such shares as a form of payment to exercise stock options granted
under the Plan. The Plan Administrator, in its discretion, may restrict or
rescind this right by notice to optionees. A stock option may be exercised in
such manner only by tendering (actually or by attestation) to the Company whole
shares of Common Stock having a Fair Market Value equal to or less than the
exercise price. The Plan Administrator may permit an optionee to pay the option
exercise price upon exercise of an option by irrevocably authorizing a third
party to sell the shares of Common Stock (or a sufficient portion of such
shares) acquired upon exercise of such option and remit to the Company a
sufficient portion of the sale proceeds to pay the entire exercise price and any
tax withholding resulting from such exercise. If an option is exercised by
surrender of shares having a Fair Market Value less than the exercise price, the
optionholder must pay the difference in cash.
7. TRANSFERABILITY. Any Incentive Stock Option granted under the
Plan shall, during the recipient's lifetime, be exercisable only by such
recipient, and shall not be assignable or transferable by such recipient other
than by will or the laws of descent and distribution. Except as specifically
allowed by the Plan Administrator, any other award under the Plan and any of the
rights and privileges conferred thereby shall not be assignable or transferable
by the recipient other than by will or the laws of descent and distribution and
such award shall be exercisable during the recipient's lifetime only by the
recipient.
The Plan Administrator may, in its sole discretion and at any
time, as a condition to the receipt of an award or the issuance of Common Stock
subject to an award, require an award recipient to enter into an agreement under
which the Company (or its assigns) has the right to reacquire shares of Common
Stock acquired pursuant to an award. Any repurchase right of the Company shall
be exercisable by the Company (or its assignees) upon such terms and conditions
as the Plan Administrator may specify in the agreement evidencing such right.
8. WITHHOLDING TAXES; OTHER DEDUCTIONS. The Company shall have
the right to deduct from any settlement of an award granted under the Plan,
including the delivery or vesting
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of shares, (a) an amount sufficient to cover withholding as required by law for
any federal, state or local taxes, and (b) any amounts due from the recipient of
such award to the Company or to any parent or subsidiary of the Company or to
take such other action as may be necessary to satisfy any such withholding or
other obligations, including withholding from any other cash amounts due or to
become due from the Company to such recipient an amount equal to such taxes or
obligations. The Plan Administrator may, in its sole and unrestricted
discretion, permit an award recipient to satisfy his or her tax liability with
respect to an award by tendering (actually or by attestation) to the Company
whole shares of Common Stock having a Fair Market Value equal to all or any
portion of the applicable tax liability.
9. TERMINATION OF SERVICES. The terms and conditions under which
an award may be exercised following termination of a recipient's employment,
directorship or independent contractor relationship with the Company shall be
determined by the Plan Administrator; provided, however, that Incentive Stock
Options shall not be exercisable at any time after the earliest of the date that
is (a) three months after termination of employment, unless due to death or
Disability (as defined in Section 22(e)(3) of the Code); (b) one year after
termination of employment due to Disability; or (c) ten years after the date of
grant (five years if granted to a stockholder who at the time the option is
granted owns or is deemed to own stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of any parent or
subsidiary of the Company).
10. TERM OF THE PLAN. The Plan shall become effective as of the
date of adoption by the Board, and shall remain in full force and effect through
the date that is ten years thereafter, unless sooner terminated by the Board.
After the Plan is terminated, no future awards may be granted, but awards
previously granted shall remain outstanding in accordance with their applicable
terms and conditions and the Plan's terms and conditions.
11. PLAN AMENDMENT. The Board may amend, suspend or terminate the
Plan at any time; provided that no such amendment shall be made without the
approval of the Company's stockholders (a) that would increase the number of
shares available for issuance under the Plan (other than in accordance with
SECTION 4.3), or (b) if such approval is required to comply with (i) Section 422
of the Code with respect to Incentive Stock Options, or (ii) Section 162(m) of
the Code.
12. PLAN NOT EXCLUSIVE. This Plan is not intended to be the
exclusive means by which the Company may issue awards to acquire its Common
Stock.
13. BIFURCATION OF THE PLAN. Notwithstanding any provision of this
Plan to the contrary, the Board, in its sole discretion, may bifurcate the Plan
so as to restrict, limit or condition the use of any provision of the Plan to
participants who are officers or directors subject to Section 16 of the 1934 Act
without so restricting, limiting or conditioning the Plan with respect to other
participants.
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