<PAGE>
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
SUNDERLAND CORPORATION
(Name of Registrant as Specified In Its Charter)
-------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
______________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________________
<PAGE>
(4) Proposed maximum aggregate value of transaction:
______________________________________________________________________
(5) Total fee paid:
______________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
______________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
______________________________________________________________________
(3) Filing Party:
______________________________________________________________________
(4) Date Filed:
______________________________________________________________________
<PAGE>
SUNDERLAND CORPORATION
2901 EL CAMINO AVENUE
LAS VEGAS, NEVADA 89102
Dear Stockholder:
We invite you to attend our annual meeting of stockholders on June 23, 2000 at
our corporate offices in Las Vegas, Nevada. At the meeting you will hear a
report on our operations and have a chance to meet your directors and
executives.
This mailing includes the formal notice of the meeting, the report on Form
10-KSB to the Securities and Exchange Commission and the Proxy Statement. The
Proxy Statement tells you more about the agenda and procedures for the meeting.
It also describes how the Board operates and gives personal information about
our director candidates.
Even if you only own a few shares, we want your shares to be represented at the
meeting. I urge you to complete, sign, date, and return your proxy promptly in
the enclosed envelope.
To attend the meeting in person, please follow the instructions on page 2 of the
Proxy Statement.
Sincerely yours,
/s/ Michael V. Shustek
Michael V. Shustek
- ------------------------
Chairman of the Board
May 31, 2000
<PAGE>
SUNDERLAND CORPORATION
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
Time:
10:30 a.m., Pacific Time
Date:
June 23, 2000
Place:
Sunderland Corporation
2901 El Camino Avenue
Las Vegas, Nevada 89102
Purpose:
Elect directors
Approve 2000 Stock Option Plan
Approve change of Company's name to Vestin Group, Inc.
Ratify appointment of auditors
Conduct other business if properly raised
Only stockholders of record on May 24, 2000 may vote at the meeting.
Your vote is important. Please complete, sign, date, and return your Proxy
promptly in the enclosed envelope.
/s/ Lance Bradford
- ---------------------
Lance Bradford
Secretary
May 31, 2000
<PAGE>
Sunderland Corporation
2000 Proxy Statement
GENERAL INFORMATION
Who may vote
Only stockholders of Sunderland as recorded in our stock register on May 24,
2000 may vote at the meeting.
How to vote
You may vote in person at the meeting or by proxy. We recommend you vote by
Proxy even if you plan to attend the meeting. You can always change your vote at
the meeting.
How proxies work
Sunderland's Board of Directors is asking for your Proxy. Giving us your Proxy
means you authorize us to vote your shares at the meeting in the manner you
direct. You may vote for all, some, or none of our director candidates. You may
also vote for or against the other proposals or abstain from voting.
If you sign and return the enclosed Proxy but do not specify how to vote, we
will vote your shares in favor of our director candidates and in favor of the
management proposals.
You may receive more than one Proxy depending on how you hold your shares.
Shares registered in your name are covered by one Proxy. If you hold shares
through someone else, such as a stockbroker, you may get material from them
asking how you want to vote.
Revoking a proxy
You may revoke your Proxy before it is voted by submitting a new Proxy with a
later date, by voting in person at the meeting, or by notifying Sunderland's
Secretary in writing at 2901 El Camino Avenue, Las Vegas, Nevada 89102.
Confidential voting
Inspectors of election count the votes. Your individual vote is kept
confidential from us unless special circumstances exist. For example, a copy of
your Proxy will be sent to us if you write comments on it.
<PAGE>
Quorum
To conduct the business of the meeting, we must have a quorum. This means at
least a majority of the outstanding shares eligible to vote must be represented
at the meeting, either by proxy or in person.
Votes needed
Election of the director candidates and approval of the other proposals requires
the favorable vote of a majority of the votes cast. If any other specification
is made by a stockholder in the Proxy, it will be voted as specified. In the
discretion of the Proxy holders, the Proxies will also be voted for or against
such other matters as may properly come before the meeting. The Board of
Directors is not aware that any other matters are to be presented for action at
the meeting.
Only votes for or against a proposal count. Abstentions and broker non-votes
count for quorum purposes but not for voting purposes. Broker non-votes occur
when a broker returns a Proxy but does not have authority to vote on a
particular proposal.
Attending in person
Only stockholders, their Proxy holders, and Sunderland's guests may attend the
meeting.
If you hold your shares through someone else, such as a stockbroker, send proof
of your ownership to the Secretary at the address listed above, or you may bring
proof of ownership with you to the meeting. Acceptable proof could include an
account statement showing that you owned Sunderland shares on May 24, 2000.
2
<PAGE>
ITEM 1. ELECTION OF DIRECTORS
The nominees, Messrs. Michael V. Shustek, Stephen J. Byrne, Robert J.
Aalberts and Robert W. Fine, were elected directors of the Company at the 1999
meeting of stockholders for a one (1) year term. The nominees, Messrs. Lance
Bradford, John E. Dawson and Robert L. Forbuss became directors of the Company
in the last quarter of 1999. All directors hold office until the next annual
meeting of stockholders or until their successors are elected and qualified. Set
forth below is the name of each nominee, his age, his position in the Company
and, if not employed by the Company, his principal occupation for the past five
(5) years.
NAME POSITION WITH THE COMPANY
- ---- -------------------------
Michael V. Shustek Director and Chief Executive Officer
Age 40
Director since 1999
Stephen J. Byrne Director and President
Age 41
Director since 1999
Robert J. Aalberts Director; Ernst Lied Professor of Legal Studies
Age 41 Univ. of Nevada, Las Vegas
Director since 1999
Robert W. Fine Director; President Equisource Group, Ltd.;
Age 63 President Transworld Healthcare, 1993-1998
Director since 1999
Lance Bradford Director, Chief Financial Officer and Corporate
Age 33 Secretary
Director since 1999
John E. Dawson Director
Age 42 Partner, Marquis & Aurbach
Director since 1999
Robert L. Forbuss Director
Age 51 President, Strategic Alliances; President, Medical
Director since 1999 Transportation of America, 1998-1999;
Chief Executive Officer, American Medical Response,
Southwest Division, 1997-1998; Senior Vice President,
Laidlaw Medical Transportation, 1994-1997
The principal occupation and business experience for each nominee for at
least the last five years is as follows:
3
<PAGE>
Mr. Shustek founded Del Mar Mortgage Inc. in 1993 and has been involved in
various aspects of the real estate industry in Nevada since 1990. In 1993, he
founded Foreclosures of Nevada, Inc., a company specializing in non-judicial
foreclosures, and Goldell Development, Inc., which specialized in residential
and commercial construction. With the completion of their existing projects and
the growth of Del Mar Mortgage, Inc., Goldell Development Inc. ceased operations
in 1998. In 1990, Mr. Shustek started Shustek Investments, a company that
originally specialized in property valuations for mortgage lending or real
estate investment by third parties and which continues today as the primary
vehicle for his private investment portfolio. Mr. Shustek is a guest lecturer at
the University of Nevada, Las Vegas, where he also teaches a course in Real
Estate Law and Ethics. Mr. Shustek received a Bachelor of Science degree in
Finance at the University of Nevada, Las Vegas. Mr. Shustek is a director of
Capsource, Inc.
Mr. Byrne joined Del Mar Mortgage, Inc. in June 1998 as its Senior Lending
Officer. Before joining Del Mar Mortgage Inc. Mr. Byrne owned and operated
Capsource, Inc., which he founded in February 1997. From 1991 to 1997, Mr. Byrne
was Vice-President of Wells Fargo Bank, Las Vegas, and its predecessor, First
Interstate Bank of Nevada. Mr. Byrne served in various capacities with First
Interstate Bank, including management of the Diversified Asset Group based in
Las Vegas and the commercial Diversified Asset Group in Houston, Texas. Mr.
Byrne received a Bachelor's of Science degree in Business Administration from
Hastings College, Hastings, Nebraska. Mr. Byrne is President and a director of
Capsource, Inc.
Mr. Bradford has been a partner in L. L. Bradford & Company, Las Vegas,
Nevada, a certified public accounting firm that he founded in 1992. From 1988 to
1991, Mr. Bradford was an accountant with Ernst & Young International. Mr.
Bradford received a Bachelor of Science degree in Accounting from the University
of Nevada, Reno. Mr. Bradford is the Treasurer and Secretary of Capsource, Inc.
Mr. Aalberts has held the Ernst Lied Professor of Legal Studies
professorship at the University of Nevada, Las Vegas since 1991. From 1984 to
1991, Mr. Aalberts was an Associate Professor of Business Law at Louisiana State
University - Shreveport. From 1982 through 1984, he was an attorney for Gulf Oil
Company. Mr. Aalberts co-authored a book about the regulatory environment, and
the law and business of real estate. He is the author of numerous legal articles
about various aspects of real estate, business and the practice of law. Mr.
Aalberts received a Juris Doctor degree from Loyola University, New Orleans,
Louisiana and a Master of Arts degree from the University of Missouri. He is a
member of the State Bar of Louisiana.
Since 1998, Mr. Fine has been the President of Equisource Group Ltd., which
provides investment-banking services to businesses seeking to raise capital or
to become public companies. From 1993 to 1998, Mr. Fine was President of
Transworld Healthcare, a company providing home healthcare products and
services, during which period the company grew from less than $7 million in
revenues to over $80 million. From 1990 to 1993, the year of its sale, Mr. Fine
was President of the Fortress Company, a manufacturer of healthcare mobility
devices. For the seven years prior to joining Fortress, Mr. Fine was President
of ConAc, a company that specialized in mergers and acquisitions. During this
period, the company provided assistance in over 100 mergers, principally in the
healthcare field. Mr. Fine received a Bachelor of Arts degree in Accounting from
Bentley College, Waltham, Massachusetts.
4
<PAGE>
Mr. Dawson has been a partner in Marquis & Aurbach, a law firm, since 1995.
Before joining Marquis & Aurbach, Mr. Dawson was affiliated with the law firm
Jeffrey L. Burr & Associates. Mr. Dawson co-authored the Asset Protection
Guidebook for Attorneys and Accountants and has presented seminars on asset
protection. Mr. Dawson was admitted to the Nevada Bar in 1988 and the Utah Bar
in 1989.
Mr. Forbuss has been the President of Strategic Alliances, a business and
government affairs consulting organization since February 1999. Before joining
Strategic Alliances, Mr. Forbuss was the President of Medical Transportation of
America from March 1998 through February 1999. From February 1997 to March 1998,
Mr. Forbuss was the Chief Executive Officer of the Southwest Division of
American Medical Response. From March 1994 to February 1997, Mr. Forbuss was
Senior Vice President of Laidlaw Medical Transportation, which had acquired
Mercy Medical Services, Inc., a company that Mr. Forbuss founded, owned and
managed for 22 years. The latter four companies are all in the business of
providing emergency ambulance and transportation services.
Sunderland's Bylaws provide for not less than one nor more than 10
directors. Currently, there are seven directors of Sunderland.
Management has no reason to believe that any nominee is not available or
will not serve if elected, but if any nominee should become unavailable to serve
as a director, full discretion is reserved to the persons named as proxies to
vote for such other persons as may be nominated. Proxies will be voted "FOR" the
nominees unless the stockholder specifies otherwise.
MEETINGS OF THE BOARD OF DIRECTORS
During fiscal 1999, the Board of Directors had 8 formal meetings. All of
the directors attended 100% of the meetings.
The Company has an Audit Committee consisting of Messrs. Dawson, Forbuss
and Fine. As part of its responsibilities, the Audit Committee reviews the audit
function with the Company's independent auditors. During fiscal 1999 the Audit
Committee had two (2) meetings. The Company has a Compensation Committee
consisting of Messrs. Byrne, Aalberts and Fine. During fiscal 1999, the
Compensation Committee had 2 meetings.
5
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS, OFFICERS
AND CERTAIN BENEFICIAL OWNERS
The following table shows the beneficial ownership of the Company's Common
Stock as of December 31, 1999 by all persons known by the Company to own more
than 5% of the Company's outstanding Common Stock, by each director and
executive officer who owns shares of Common Stock and by all directors and
officers as a group:
COMMON STOCK PERCENT OF
BENEFICIALLY COMMON STOCK
NAME OWNED(1) BENEFICIALLY OWNED
- ---- ------------ ------------------
Michael V. Shustek 3,298,000(2) 47.2%
Chairman and Chief
Executive Officer
129 Augusta
Henderson, Nevada 89104
Stephen J. Byrne 30,200 *
President, Director
1808 Dalton Avenue
Henderson, Nevada 89104
Lance Bradford 670,000(3) 9.7%
Chief Financial Officer,
Corporate Secretary and Director
3441 Eastern Avenue
Las Vegas, Nevada 89109
Robert J. Aalberts 1,000 *
Director
311 Vallarte Drive
Henderson NV 89014
Robert W. Fine 400,000 6.5%
Director
3 Palazzo Terrace
Henderson, Nevada 89014
John E. Dawson 8,400(4) *
Director
228 South Fourth Street
Las Vegas, Nevada 89101
Robert L. Forbuss 0 0%
Director
200 Starlite Drive
Las Vegas, Nevada 89107
6
<PAGE>
All directors and 4,567,600(3) 65.4%
executive officers as
a group (8 persons)
- -------------
* Less than 1%
(1) Based upon 6,989,270 shares outstanding.
(2) Includes the issuance of 28,000 shares to Mr. Shustek upon the completion
of the transfer by Mr. Shustek to Sunderland of all of the equity of DM
Financial Services, Inc. and DM Mortgage Advisors, Inc.
(3) Includes 800,000 shares received by Mr. Bradford and his spouse from the
Company's acquisition of L.L. Bradford & Company on March 31, 2000. 320,000
of these shares are owned by Mr. Bradford's spouse. Mr. Bradford disclaims
beneficial ownership of these shares.
(4) Two hundred of these shares are owned by Mr. Dawson's spouse. Mr. Dawson
disclaims beneficial ownership of these shares.
7
<PAGE>
DIRECTOR AND EXECUTIVE COMPENSATION AND
OTHER TRANSACTIONS WITH MANAGEMENT
DIRECTOR COMPENSATION
Company employees receive no extra pay for serving as directors. Each
non-employee director receives $3,750 per quarter, which includes personal
attendance at one quarterly board meeting and one committee meeting on which the
director serves, plus reimbursement of reasonable travel expenses if the
director lives more than 100 miles from the Company's principal place of
business. For each Board of Directors meeting in excess of one per quarter,
directors receive $750 for each meeting attended in person and $500 for each
meeting attended telephonically. For each committee meeting in excess of one per
quarter, directors receive $500 for each meeting attended in person and $250 for
each meeting attended telephonically. Each director will receive 15,000 options
to acquire Company common stock at the then fair market value on the later of
the date the non-employee director is elected to the Board or the date the
option is approved by the stockholders of the Company and the underlying shares
of common stock are registered. The Company provides directors' and officers'
liability insurance of $5,000,000. The Company also agrees to indemnify each
director to the fullest extent of Nevada law.
The following Summary Compensation Table sets forth the compensation paid
or awarded for the fiscal year ended December 31, 1999 to the Company's Chief
Executive Officer and the next most highly compensated executive officer whose
compensation for the fiscal year ended December 31, 1999 exceeded $100,000. No
other executive officer received compensation in excess of $100,000 for fiscal
year ended December 31, 1999.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation(1) Long Term Compensation
---------------------- ------------------------------
All Other
Name and Position Year Salary ($) Bonus($) Other Awards Compensation
----------------- ---- ---------- -------- ----- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Michael V. Shustek 1999 720,000 0 0 0 0
Chairman and Chief
Executive Officer
Stephen J. Byrne (2) 1999 240,000 171,515 0 0 0
President
</TABLE>
On March 31, 2000, the Company entered into an Employment Agreement with
Lance Bradford, the Company's Chief Financial Officer, a director, Secretary and
a stockholder. The
- ----------
(1) The Company began payments to its personnel as of April, 1999
(2) The Company entered into employment arrangements with Mr. Byrne who was
initially employed by Del Mar Mortgage, Inc. in October 1998. In April 1999
the Company assumed Mr. Byrne's two-year employment contract as a loan
officer and underwriter at an annual salary of $65,000. Mr. Byrne has an
employment contract with the Company for serving as its President at an
annual salary of $240,000.
8
<PAGE>
Employment Agreement is for three (3) years for Mr. Bradford to serve as the
Company's Chief Financial Officer at an annual salary of $296,000.
STOCK OPTION PLANS
The Company's Board of Directors adopted a Stock Option Plan on July 28,
1999. The stockholders are being asked to adopt the 2000 Stock Option Plan at
this meeting. See Item 2 below.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective simultaneously with the acquisition of the outstanding shares of
Capsource, Inc. and the acquisition of certain assets and the assumption of
certain liabilities of Del Mar Holdings, Inc. and Del Mar Mortgage, Inc.,
Stephen J. Byrne, the then president of Capsource, Inc., became President and a
director of the Company, and Michael V. Shustek, the founder and president of
Del Mar Mortgage, Inc. and Del Mar Holdings Inc., became Chief Executive Officer
and Chairman of the Board of the Company.
Del Mar Mortgage, Inc. has paid referral fees on loans originated by it to
a related entity wholly owned by Michael V. Shustek. The referral fees paid by
Del Mar Mortgage, Inc, ranged from 33% to 100% of the loan origination fee
charged by Del Mar Mortgage, Inc. Sunderland anticipates that it may continue to
pay such referral fees for referrals of loans originated by Sunderland.
In the last quarter of 1999, the Company completed the acquisition of DM
Financial Services, Inc., a broker-dealer, and DM Mortgage Advisors, Inc., a
mortgage business, in exchange for the Company's common stock. Both companies
were wholly owned by Michael V. Shustek, who received 10,300 shares of the
Company's common stock for DM Financial Services, Inc., and 17,700 shares of the
Company's common stock for DM Mortgage Advisors, Inc.
The Company has filed a registration statement with the Securities and
Exchange Commission to establish and sponsor DM Mortgage Investors, LLC (the
"Fund"). The Fund will offer and sell up to $100,000,000 of limited liability
company units. Capsource, the Company's wholly owned subsidiary, is the Manager
and, currently, sole member of the Fund.
On March 31, 2000, pursuant to an Agreement and Plan of Reorganization
among the Company and L.L, Bradford & Company, a Nevada professional corporation
("LLB"), and the shareholders of LLB, Lance Bradford, Leilani D. Bradford, and
the other parties named therein, the Company acquired all of the outstanding
capital stock of LLB in exchange for eight hundred thousand (800,000) shares of
restricted common stock, par value $.001, of the Company. LLB was majority owned
by Lance Bradford, the Chief Financial Officer, a director, Secretary and
stockholder of the Company, and Leilani D. Bradford, his spouse. Simultaneously
with the execution of the Agreement, Lance Bradford entered into an Employment
Agreement with the Company. The Employment Agreement with Mr. Bradford is for 3
years to serve as the Company's Chief Financial Officer at an annual salary of
$296,000 and includes non-competition and confidentiality provisions
9
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and persons who own more than 10% of the Company's
capital stock to file reports of ownership and changes in ownership on Forms 3,
4 and 5 with the Securities and Exchange Commission and National Association of
Securities Dealers. They must also furnish copies of those reports to the
Company.
Based solely on a review of the copies of reports furnished to the Company,
the Company believes that during the preceding year all filing requirements for
executive officers, directors and over 10% owners were met, except that the
Forms 5 required to be filed by Messrs. Michael V. Shustek, Stephen J. Byrne and
Lance Bradford were filed late.
ITEM 2. ADOPTION OF 2000 STOCK OPTION PLAN
Introduction
At the Annual Meeting there will be presented to Stockholders a proposal to
approve the adoption of the Company's 2000 Stock Option (the "Plan"). The Plan
was originally adopted by the Board of Directors on July 28, 1999. The Plan
authorizes the issuance of up to 600,000 shares of Common Stock pursuant to
options to purchase Common Stock ("Options"). The Plan provides for the issuance
of both Incentive Stock Options and Non-Qualified Options as those terms are
defined in the Internal Revenue Code of 1986, as amended (the "Code"). Under the
Code, for stock options to qualify as Incentive Stock Options, the plan under
which the options are issued must be approved by the Stockholders of the Company
within twelve months of the adoption of the Plan by the Board of Directors.
Accordingly, if the Plan is not approved by the Stockholders, the Plan will
continue to be in effect. However, only Non-Qualified Options stock may be
issued under it.
The Plan is intended to promote the interests of the Company and its
stockholders by providing incentives to key employees, directors and consultants
of the Company and its subsidiaries, on whose judgment, initiative, and efforts
the successful conduct of the business of the Company depends. These employees,
as well as directors and consultants are responsible for the management, growth,
and protection of the business, and the Plan provides those individuals with
appropriate incentives and rewards to encourage them to maximize their
performance and efforts for the Company.
The full text of the Plan appears as Exhibit A to this Proxy. The principal
features of the Plan are summarized below, but the summary is qualified in its
entirety by the full text of the Plan.
10
<PAGE>
Administration
The Plan shall be administered by the Board of Directors. The Board of
Directors may appoint the Compensation Committee or another committee of the
Board of Directors (the "Committee") of two or more of its independent members
to administer the Plan. Subject to the terms of the Plan, the Board of Directors
or the Committee may determine and designate those employees, directors and
consultants of the Company and its subsidiaries to whom options should be
granted and the nature and terms of the options to be granted. The Board of
Directors or the Committee, subject to the express provisions of the Plan, may
at any time, or from time to time, suspend or terminate the Plan in whole or in
part, or amend it in whatever respects the Board of Directors or Committee deems
appropriate. However, no amendment, suspension or termination of the Plan shall,
without the Participant's (as defined in the Plan) consent, alter or impair any
of the rights or obligations under any option award granted to a Participant
under the Plan.
Stock Subject to the Plan
The stock subject to Options (as defined in the Plan) under the Plan shall
be authorized but unissued shares of Common Stock or shares of Common Stock
reacquired by the Company in any manner. The aggregate number of shares that may
be issued by the Board of Directors or the Committee in its sole and absolute
discretion under the Plan is six hundred thousand (600,000) shares, subject to
adjustment upon certain occurrences as provided in the Plan. On April 12, 2000
the last reported sale price for the Common Stock on the OTC Bulletin Board was
$ 7.44 per share.
Exercise of Stock Options
The exercise price per share as specified in the grant agreement for each
Option granted under the Plan shall be determined by the Board of Directors or
the Committee. However, the exercise price per share of each Incentive Stock
Option granted under the Plan shall not be less than the fair market value, as
defined in the Plan, per share of Common Stock on the date of the grant for
Incentive Stock Options and grants to Independent Directors; and 110% of the
fair market value of a share of Common Stock for each Incentive Stock Option
granted to an individual owning more than 10% of the total combined voting power
of all classes of stock of the Company.
Subject to earlier termination upon termination of employment and the
Incentive Stock Option limitations as provided in the Plan, each Option shall
expire on the date specified by the Board of Directors or the Committee which
shall be no later than ten years from the date of grant for Independent
Directors and Incentive Stock Options and five years for a grant to an
individual then owning more than 10% the combined voting power of all classes of
stock of the Company.
The Option shall either be fully exercisable on the date of grant or shall
be exercisable thereafter in such installments as the Board of Directors or
Committee may specify. No portion of an Option that has not been exercised at
Termination of Employment, Termination of Directorship or Termination of
Consultancy shall thereafter be exercisable except as otherwise provided by the
Committee. After the death of a Optionee, any exercisable portion of an Option,
prior to its expiration, may be exercised by his or her personal representative
or any person
11
<PAGE>
empowered to do so under the deceased Optionee's will or under the then
applicable laws of descent and distribution.
Change in Control
Subject to any required action by the stockholders of the Company, if the
Company is to be consolidated with or acquired by another entity in a merger, or
there is to be a sale of all or substantially all of the Company's assets or
otherwise, the Committee or the Board of Directors may either by agreement or by
action taken before the triggering transaction (i) make appropriate provision
for the continuation of the Options by substituting before the event (whether or
not then exercisable) on an equitable basis for the shares then subject to the
Options the consideration for the outstanding shares of Common Stock in
connection with an acquisition (as defined in the Plan); (ii) upon written
notice to the Optionees, provide that all Options must be exercised, to the
extent then exercisable, within a specified number of days of the date of the
notice, at the end of which period the Options shall terminate; (iii) terminate
all Options in exchange for a cash payment equal to the excess of the fair
market value of the shares subject to such Options (to the extent then
exercisable) over the exercise price; or (iv) any combination of (i), (ii) and
(iii).
Income Tax Consequences
Incentive Stock Options granted under the Plan are intended to be qualified
incentive stock options under the provisions of Section 422 of the Code. All
other options granted under the Plan are Non-Qualified Options not entitled to
special tax treatment under Section 422 of the Code. Generally, the grant of an
Incentive Stock Option will not result in taxable income for income tax purposes
to the recipient at the time of the grant, and the Company will not be entitled
to an income tax deduction at such time. Generally, the grant of Non-Qualified
Options will not result in taxable income to the recipient at the time of the
grant and the Company will be entitled to an income tax deduction at such time.
When Incentive Stock Options granted under the Plan are exercised, the
recipient will not be treated as receiving any taxable income, and the Company
will not be entitled to an income tax deduction. Upon the exercise of a
Non-Qualified Option, a Participant will recognize ordinary income in an amount
equal to the excess of the fair market value of the underlying shares of the
Company's Common Stock at the time of exercise over the exercise price. The
ordinary income recognized by an employee is subject to withholding and
employment taxes. The Company will receive an income tax deduction for the
amount of ordinary income recognized by the recipient at the time and in the
amount that the recipient recognizes such income to the extent permitted by
Section 162(m) of the Code.
Upon the later disposition of the shares received upon exercise of an
Option, any differences between the tax basis of the shares and the amount
realized on the disposition is generally treated as long-term or short-term
capital gain or loss, depending on the holding period of shares of Common Stock.
Nevertheless, if the shares subject to an Incentive Stock Option are disposed of
before the expiration of two years from the date of grant and one year from the
date of exercise, the gain realized on the disposition will be treated as
ordinary income to the Participant and the Company will receive a corresponding
income tax deduction.
12
<PAGE>
The description above is intended to summarize the general principles of
current federal income tax law applicable to options that may be granted under
the Plan. The tax consequences of awards made under the Plan are complex,
subject to change, and may vary depending on the taxpayer's particular
circumstances.
Required Vote
The affirmative vote of a majority of the outstanding shares of Common
Stock cast on this Item at the Annual Meeting is required for the adoption of
the Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE 2000 STOCK
OPTION PLAN.
ITEM 3.
APPROVAL OF THE COMPANY'S
NAME CHANGE
The stockholders will be asked to approve an Amendment to the Company's
Certificate of Incorporation to change the name of the Company to Vestin Group,
Inc. The Company has determined that it is in its best interests to change the
Company's name.
The Company believes that the name Vestin Group, Inc. will be more
descriptive of its present and future operations, and it will further serve to
identify the Company as a provider of for financial services. There will be
relatively little cost associated with the name change.
If Item 3 (Approval of the Company's Name Change) is adopted by the
Company's stockholders, it will become effective on the date articles of
amendment are filed to amend the Company's Certificate of Incorporation in
Nevada.
Required Vote
The affirmative vote of a majority of the outstanding shares of Common
Stock cast on this Item at the Annual Meeting is required to approve the change
of the Company's name.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE CHANGE OF THE COMPANY'S
NAME.
ITEM 4.
RATIFICATION OF APPOINTMENT
OF AUDITORS
Grant Thornton LLP was selected by the Board of Directors as the Company's
independent auditors for the fiscal years ended December 31, 1999 and December
31, 2000. A representative of Grant Thornton LLP is expected to be at the Annual
Meeting of Stockholders and will be permitted to make a statement to the
stockholders if they desire and to respond to any appropriate questions
addressed by stockholders to the auditors.
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The firm of Hansen, Barnett Maxwell audited the Company's financial
statements for the prior two fiscal years. During those two years there were no
disagreements with Hansen, Barnett Maxwell on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure and their reports on the Company's financial statements for those two
years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
The Board of Directors determined that the Company should consider
retaining a larger accounting firm with a national presence in view of the
Company's growth.
If ratification of this appointment of independent auditors is not approved
by the affirmative vote of a majority of votes cast on this matter, then the
appointment of independent auditors will be reconsidered on the Board of
Directors. Unless marked to the contrary, any proxy received will be voted FOR
RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON LLP AS THE INDEPENDENT
AUDITORS FOR THE FISCAL YEARS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 2000.
Required Vote
The affirmative vote of a majority of the outstanding shares of Common
Stock cast on this Item at the Annual Meeting is required for the ratification
of Grant Thornton LLP as the Company's independent auditors for the fiscal years
ended December 31, 1999 and December 31, 2000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEARS ENDED DECEMBER 31, 1999 AND DECEMBER 31, 2000.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented to
the Annual Meeting. If any other business is properly brought before the Annual
Meeting, it is intended that proxies in the enclosed form will be voted in
accordance with the judgment of the person voting the proxies.
STOCKHOLDER PROPOSALS -- 2001 ANNUAL MEETING
If any stockholder desires to submit a proposal for action at next year's
annual meeting, it must be received by the Company, 2901 El Camino Avenue, Las
Vegas, Nevada 89102, on or before January 18, 2001.
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It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to mark, date, execute and promptly
return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors
----------------------------------
LANCE BRADFORD
Secretary
Dated: Las Vegas, Nevada
May 31, 2000
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Exhibit A
THE 2000 STOCK OPTION PLAN OF
SUNDERLAND CORPORATION
Sunderland Corporation, a Nevada corporation, has adopted The 2000
Stock Option Plan of Sunderland Corporation (the "Plan"), effective
_______________________, 2000, for the benefit of its eligible employees,
consultants, officers and directors. The Plan consists of two plans, one for the
benefit of key Employees (as such term is defined below), Independent Directors
(as such term is defined below) and consultants and a second solely for the
benefit of Independent Directors.
The purposes of this Plan are as follows:
(1) To provide an additional incentive for directors, key Employees and
consultants to further the growth, development and financial success of the
Company by personally benefiting through the ownership of Company stock and/or
rights which recognize such growth, development and financial success.
(2) To enable the Company to obtain and retain the services of
directors, key Employees and consultants considered essential to the long range
success of the Company by offering them an opportunity to own stock in the
Company and/or rights which will reflect the growth, development and financial
success of the Company.
ARTICLE I
DEFINITONS
I.I General. Wherever the following terms are used in this Plan they
shall have the meaning specified below, unless the context clearly indicates
otherwise.
1.2 Board. "Board" shall mean the Board of Directors of the Company.
1.3 Change in Control. "Change in Control" shall mean a change in
ownership or control of the Company effected through either of the following
transactions:
(a) any person or related group of persons (other than the Company
or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Company)
directly or indirectly acquires beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of
securities possessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding
securities pursuant to a tender or exchange offer made
directly to the Company's stockholders which the Board does
not recommend such stockholders to accept;
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(b) (b) there is a change in the composition of the Board over a
period of twenty-four (24) consecutive months (or less) such
that a majority of the Board members (rounded up to the
nearest whole number) ceases, by reason of one or more proxy
contests for the election of Board members, to be comprised of
individuals who either (i) have been Board members
continuously since the beginning of such period or (ii) have
been elected or nominated for election as Board members during
such period by at least a majority of the Board members
described in clause (i) who were still in office at the time
such election or nomination was approved by the Board.
1.4 Code. "Code" shall mean the Internal Revenue Code of 1986, as
amended.
1.5 Committee. "Committee" shall mean the Board or any Compensation
Committee of the Board, or another committee, or a subcommittee of the Board,
appointed as provided in Section 6.1.
1.6 Common Stock. "Common Stock" shall mean the common stock of the
Company.
1.7 Company. "Company" shall mean Sunderland Corporation, a Nevada
corporation.
1.8 Corporate Transaction. "Corporate Transaction" shall mean any of
the following stockholder-approved transactions to which the Company is a party:
(a) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal
purpose of which is to change the State in which the Company
is incorporated, form a holding company or effect a similar
reorganization as to form whereupon this Plan and all Options
are assumed by the successor entity;
(b) the sale, transfer, exchange or other disposition of all
or substantially all of the assets of the Company, in complete
liquidation or dissolution of the Company in a transaction not
covered by the exceptions to clause (a), above; or
(c) any reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty
percent (50%) of the total combined voting power of the
Company's outstanding securities are transferred to a person
or persons different from those who held such securities
immediately prior to such merger.
1.9 Director. "Director" shall mean a member of the Board.
1.10 Employee. "Employee" shall mean any officer or other employee (as
defined in accordance with Section 3401 (c) of the Code) of the Company, or of
any corporation which is a Subsidiary.
1.11 Exchange Act. "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.
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1.12 Fair Market Value. "Fair Market Value" of a share of Common Stock
as of a given date shall be (i) the closing price of a share of Common Stock on
the principal exchange on which shares of Common Stock are then trading, if any
(or as reported on any composite index which includes such principal exchange),
on the trading day previous to such date, or if shares were not traded on the
trading day previous to such date, then on the next preceding date on which a
trade occurred, or (ii) if Common Stock is not traded on an exchange but is
quoted on NASDAQ or a successor quotation system, the mean between the closing
representative bid and asked prices for the Common Stock on the trading day
previous to such date as reported by NASDAQ or such successor quotation system;
or (iii) if Common Stock is not publicly traded on an exchange and not quoted on
NASDAQ or a successor quotation system, the Fair Market Value of a share of
Common Stock as established by the Committee (or the Board, in the case of
grants to Independent Directors) acting in good faith.
1.13 Incentive Stock Option. "Incentive Stock Option" shall mean an
option which conforms to the applicable provisions of Section 422 of the Code
and which is designated as an Incentive Stock Option by the Committee.
1.14 Independent Director. "Independent Director" shall mean a member
of the Board who is not an Employee of the Company.
1.15 Non-Qualified Stock Option. "Non-Qualified Stock Option" shall
mean an Option which is not designated as an Incentive Stock Option by the
Committee.
1.16 Option. "Option" shall mean a stock option granted under Article
III of this Plan. An Option granted under this Plan shall, as determined by the
Committee, be either a Non-Qualified Stock Option or an Incentive Stock Option;
provided, however, that Options granted to Independent Directors and consultants
shall be Non-Qualified Stock Options.
1.17 Optionee. "Optionee" shall mean an Employee, consultant or
Independent Director granted an Option under this Plan.
1.18 Plan. "Plan" shall mean The 2000 Stock Option Plan of Sunderland
Corporation.
1.19 QDRO. "QDRO" shall mean a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended) or the rules thereunder.
1.20 Rule 16b-3. "Rule 16b-3" shall mean that certain Rule 16b-3 under
the Exchange Act, as such Rule may be amended from time to time.
1.21 Subsidiary. "Subsidiary" shall mean. (i) any corporation in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain then owns
stock possessing 50 percent or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain and (ii) any
partnership or limited liability company in which the Company (A) directly or
indirectly holds a managing partner or managing member interest or (B) is
entitled to 50 percent or more of the profits or assets upon dissolution.
1.22 Termination of Consultancy. "Termination of Consultancy" shall
mean the time when the engagement of an Optionee as a consultant to the Company
or a Subsidiary is terminated for any reason, with or without cause, including,
but not by way of limitation, by resignation, discharge, death or retirement;
but excluding terminations where there is a simultaneous commencement of
employment with the Company or any Subsidiary. The Committee, in its absolute
discretion, shall determine the effect of all matters and questions relating to
Termination of Consultancy, including, but not by way of limitation, the
question of whether a Termination of Consultancy resulted from a discharge for
good cause, and all questions of whether particular leaves of absence constitute
Terminations of Consultancy. Notwithstanding any other provision of this Plan,
the Company or any Subsidiary has an absolute and
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unrestricted right to terminate a consultant's service at any time for any
reason whatsoever, with or without cause, except to the extent expressly
provided otherwise in writing.
1.23 Termination of Directorship. "Termination of Directorship" shall
mean the time when an Optionee who is an Independent Director ceases to be a
Director for any reason, including, but not by way of limitation, a termination
by resignation, failure to be elected, death or retirement. The Board, in its
sole and absolute discretion, shall determine the effect of all matters and
questions relating to Termination of Directorship with respect to Independent
Directors.
1.24 Termination of Employment. "Termination of Employment" shall mean
the time when the employee-employer relationship between an Optionee and the
Company or any Subsidiary is terminated for any reason, with or without cause,
including, but not by way of limitation, a termination by resignation,
discharge, death, disability or retirement; but excluding (i)terminations where
there is a simultaneous reemployment or continuing employment of an Optionee by
the Company or any Subsidiary, (ii)at the discretion of the Committee,
terminations which result in a temporary severance of the employee-employer
relationship, and (iii) at the discretion of the Committee, terminations which
are followed by the simultaneous establishment of a consulting relationship by
the Company or a Subsidiary with the former employee. The Committee, in its
absolute discretion, shall determine the effect of all matters and questions
relating to Termination of Employment, including, but not by way of limitation,
the question of whether a Termination of Employment resulted from a discharge
for good cause, and all questions of whether particular leaves of absence
constitute Terminations of Employment; provided, however, that, with respect to
Incentive Stock Options, a leave of absence, change in status from an employee
to an independent contractor or other change in the employee-employer
relationship shall constitute a Termination of Employment if, and to the extent
that, such leave of absence, change in status or other change interrupts
employment for the purposes of Section 422(a)(2) of the Code and the then
applicable regulations and revenue rulings under said Section. Notwithstanding
any other provision of this Plan, the Company or any Subsidiary has an absolute
and unrestricted right to terminate an Employee's employment at any time for any
reason whatsoever, with or without cause, except to the extent expressly
provided otherwise in writing.
ARTICLE II
SHARES SUBJECT TO
PLAN
2.1 Shares Subject to Plan. The shares of stock subject to Options
shall be Common Stock, initially shares of the Company's Common Stock. The
aggregate number of such shares which may be issued upon exercise of such
options under the Plan shall not exceed Six Hundred Thousand (600,000) shares of
Common Stock. The shares of Common Stock issuable upon exercise of such options
may be either previously authorized but unissued shares or treasury shares.
2.2 Add-back of Options and Other Rights. If any Option, or other
right to acquire shares of Common Stock under any other award under this Plan,
expires or is canceled without having been fully exercised, or is exercised in
whole or in part for cash as permitted by this Plan, the number of shares
subject to such Option or other right but as to which such Option or other right
was not exercised prior to its expiration, cancellation or exercise may again be
optioned, granted or awarded hereunder, subject to the limitations of Section
2.1. Furthermore, any shares subject to Options or other awards which are
adjusted pursuant to Section 10.3 and become exercisable with respect to shares
of stock of another corporation shall be considered cancelled and may again be
optioned, granted or awarded hereunder, subject to the limitations of Section
2.1. Shares of Common Stock which are delivered by the Optionee or withheld by
the Company upon the exercise of any Option under this Plan, in payment of the
exercise price thereof,
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may again be optioned, granted or awarded hereunder, subject to the limitations
of Section 2.1. Notwithstanding the provisions of this Section 2.2, no shares of
Common Stock may again be optioned if such action would cause an Incentive Stock
Option to fail to qualify as an incentive stock option under Section 422 of the
Code.
ARTICLE III
GRANTING OF
OPTIONS
3.1 Eligibility. Any Employee, Independent Director or consultant
selected by the Committee pursuant to Section 3.4(a)(i) shall be eligible to be
granted an Option.
3.2 Disqualification for Stock Ownership. No person may be granted an
Incentive Stock Option under this Plan if such person, at the time the Incentive
Stock Option is granted, owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or any
then existing Subsidiary or parent corporation (within the meaning of Section
422 of the Code) unless such Incentive Stock Option conforms to the applicable
provisions of Section 422 of the Code.
3.3 Qualification of Incentive Stock Options. No Incentive Stock Option
shall be granted unless such Option, when granted, qualifies as an "incentive
stock option" under Section 422 of the Code. No Incentive Stock Option shall be
granted to any person who is not an Employee.
3.4 Granting of Options:
(a) The Committee shall from time to time, in its absolute
discretion, and subject to applicable limitations of this Plan:
(i) Determine which Employees are key Employees and
select from among the key Employees, Independent Directors or consultants
(including Employees. Independent Directors or consultants who have previously
received Options or other awards under this Plan) such of them as in its opinion
should be granted Options;
(ii) Determine the number of shares to be subject to
such Options granted to the selected key Employees, Independent Directors or
consultants;
(iii) Determine whether such Options are to be
Incentive Stock Options or Non-Qualified Stock Options and whether such Options
are to qualify as performance-based compensation as described in Section
162(m)(4)(C) of the Code; and
(iv) Determine the terms sad conditions of such
Options, consistent with this Plan; provided, however, that the terms and
conditions of Options intended to qualify as performance-based compensation as
described in Section 162(m)(4)(C) of the Code shall include, but not be limited
to, such terms and conditions as may be necessary to meet the applicable
provisions of Section 162(m) of the Code.
(b) Upon the selection of a key Employee, Independent Director
or consultant to be granted an Option, the Committee shall instruct the
Secretary of the Company to issue the Option and may impose such conditions on
the grant of the Option as it deems appropriate. Without limiting the generality
of the preceding sentence, the Committee may, in its discretion and on such
terms as it deems appropriate, require as a condition on the grant of an Option
to an Employee, Independent Director or consultant that the Employee,
Independent Director or consultant surrender for cancellation some or all of the
unexercised
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Options, or other rights which have been previously granted to him
under this Plan or otherwise. An Option, the grant of which is conditioned upon
such surrender, may have an option price lower (or higher) than the exercise
price of such surrendered Option or other award, may cover the same (or a lesser
or greater) number of shares as such surrendered Option or other award, may
contain such other terms as the Committee deems appropriate, and shall be
exercisable in accordance with its terms, without regard to the number of
shares, price, exercise period or any other term or condition of such
surrendered Option or other award.
(c) Any Incentive Stock Option granted under this Plan may be
modified by the Committee to disqualify such option from treatment as an
"incentive stock option" under Section 422 of the Code.
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ARTICLE IV
TERMS OF OPTIONS
4.1 Option Agreement Each Option shall be evidenced by a written Stock
Option Agreement, which shall be executed by the Optionee and an authorized
officer of the Company and which shall contain such terms and conditions as the
Committee (or the Board, in the case of grants to Independent Directors) shall
determine, consistent with this Plan. Stock Option Agreements evidencing Options
intended to qualify as performance-based compensation as described in Section
162(m)(4)(C) of the Code shall contain such terms and conditions as may be
necessary to meet the applicable provisions of Section 162(m) of the Code. Stock
Option Agreements evidencing Incentive Stock Options shall contain such terms
and conditions as may be necessary to meet the applicable provisions of Section
422 of the Code.
4.2 Option Price. The price per share of the shares subject to each
Option shall be set by the Committee; provided, however, that such price shall
be no less than the par value of a share of Common Stock, unless otherwise
permitted by applicable state law, and (i) in the case of Incentive Stock
Options and Options intended to qualify as performance-based compensation as
described in Section 162(m)(4)(C) of the Code, such price shall not be less than
100% of the Fair Market Value of a share of Common Stock on the date the Option
is granted; (ii) in the case of Incentive Stock Options granted to an individual
then owning (within the meaning of Section 424(d) of the Code) more than 10% of
the total combined voting power of all classes of stock of the Company or any
Subsidiary or parent corporation thereof (within the meaning of Section 422 of
the Code) such price shall not be less than 110% of the Fair Market Value of a
share of Common Stock on the date the Option is granted; and (iii) in the case
of grants to Independent Directors, such price shall equal 100% of the Fair
Market Value of a share of Common Stock on the date the Option is granted;
provided, however, that the price of each share subject to each Option granted
to Independent Directors on the date of the initial public offering of Common
Stock shall equal the initial public offering price per share of Common Stock.
4.3 Option Term. The term of an Option shall be set by the Committee in
its discretion; provided, however, that, (i) in the case of grants to
Independent Directors, the term shall be ten (10) years from the date the Option
is granted, and (ii) in the case of Incentive Stock Options, the term shall not
be more than ten (10) years from the date the Incentive Stock Option is granted,
or five (5) years from such date if the Incentive Stock Option is granted to an
individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the
Company or any Subsidiary or parent corporation thereof (within the meaning of
Section 422 of the Code). Except as limited by requirements of Section 422 of
the Code and regulations and rulings thereunder applicable to Incentive Stock
Options, the Committee may extend the term of any outstanding Option in
connection with any Termination of Employment or Termination of Consultancy of
the Optionee, or amend any other term or condition of such Option relating to
such a termination.
4.4 Option Vesting;
(a) The period during which the right to exercise an Option in
whole or in part vests in the Optionee shall be set by the Committee and the
Committee may determine that an Option may not be exercised in whole or in part
for a specified period after it is granted. At any time after grant of an
Option, the Committee may, in its sole and absolute discretion and subject to
whatever terms and conditions it selects, accelerate the period during which an
Option.
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(b) No portion of an Option which is unexercisable at
Termination of Employment, Termination of Directorship or Termination of
Consultancy, as applicable, shall thereafter become exercisable, except as may
be otherwise provided by the Committee in the case of Options granted to
Employees, Independent Directors or consultants either in the Stock Option
Agreement or by action of the Committee following the grant of the Option.
(c) To the extent that the aggregate Fair Market Value of
stock with respect to which "incentive stock options" (within the meaning of
Section 422 of the Code, but without regard to Section 422(d) of the Code) are
exercisable for the first time by an Optionee during any calendar year (under
the Plan and all other incentive stock option plans of the Company and any
Subsidiary) exceeds $100,000.00, such Options shall be treated as Non-Qualified
Options to the extent required by Section 422 of the Code. The rule set forth in
the preceding sentence shall be applied by taking Options into account in the
order in which they were granted. For purposes of this Section 4.4(c), the Fair
Market Value of stock shall be determined as of the time the Option with respect
to such stock is granted.
4.5 Consideration. In consideration of the granting of an Option, the
Committee may require the Optionee to agree, in the written Stock Option
Agreement, to remain in the employ of (or to consult for or to serve as an
Independent Director of, as applicable) the Company or arty Subsidiary for a
period of at least one year after the Option is granted or, in the case of an
Independent Director, to the end of such Independent Director's current Board
term (or such shorter period a-s may be fixed in the Stock Option Agreement or
by action of the Committee or the Board following grant of the Option). Nothing
in this Plan or in any Stock Option Agreement hereunder shall confer upon any
Optionee any right to continue in the employ of, or as a consultant for, the
Company or any Subsidiary, or as a director of the Company, or shall interfere
with or restrict in any way the rights of the Company and any Subsidiary, which
are hereby expressly reserved, to discharge any Optionee at any time for any
reason whatsoever, with or without good cause.
4.6 Other Terms. The Stock Option Agreement may contain such other
terms and conditions as the Committee may deem appropriate, including, but not
limited to, the granting of rights to require the Company to register the
securities received upon exercise; provided, however, that no term may be
included which would violate the terms of this Plan or any applicable law.
ARTICLE V
EXERCISE OF OPTIONS
5.1 Partial Exercise. An exercisable Option may be exercised in whole
or in part. However, an Option shall not be exercisable with respect to
fractional shares and the Committee (or the Board, in the case of Options
granted to Independent Directors) may require that, by the terms of the Option,
a partial exercise be with respect to a minimum number of shares.
5.2 Manner of Exercise. All or a portion of an exercisable Option shall
be deemed exercised upon delivery of all of the following to the Secretary of
the Company or his office:
(a) A written notice complying with the applicable rules
established by the Committee (or the Board, in the case of Options granted to
Independent Directors pursuant to Section 3.4(d)) stating that the Option, or a
portion thereof, is exercised. The notice shall be signed by the Optionee or
other person then entitled to exercise the Option or such portion;
(b) Such representations and documents as the Committee (or
the Board, in the case of Options granted to Independent Directors, in its
absolute discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act of 1933, as amended, and any other
federal
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or state securities laws or regulations. The Committee or Board may, in its
absolute discretion, also take whatever additional actions it deems appropriate
to effect such compliance including, without limitation, placing legends on
share certificates and issuing stop-transfer notices to agents and registrars;
(c) In the event that the Option shall be exercised pursuant
to Section 7.1 by any person or persons other than the Optionee) appropriate
proof of the right of such person or persons to exercise the Option; and
(d) Full cash payment to the Secretary of the Company for the
shares with respect to which the Option, or portion thereof, is exercised.
However, the Committee (or the Board, in the case of Options granted to
Independent Directors) may in its discretion (i) allow a delay in payment up to
thirty (30) days from the date the Option, or portion thereof, is exercised; or
(ii) allow payment, in whole or in part, through the delivery of shares of
Common Stock owned by the Optionee, duly endorsed for transfer to the Company
with a Fair Market Value on the date of delivery equal to the aggregate exercise
price of the Option or exercised portion thereof.
5.3 Conditions to Issuance of Stock Certificates. The Company shall not
be required to issue or deliver any certificate or certificates for shares of
stock purchased upon the exercise of any Option or portion thereof prior to
fulfillment of all of the following conditions:
(a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed;
(b) The completion of any registration or other qualification
of such shares under any state or federal law, or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental
regulatory body which the Committee or Board shall, in its absolute discretion,
deem necessary or advisable;
(c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Committee (or Board, in the case
of Options granted to Independent Directors shall, in its absolute discretion,
determine to be necessary or advisable;
(d) The lapse of such reasonable period of time following the
exercise of the Option as the Committee (or Board, in the case of Options
granted to Independent Directors may establish from time to time for reasons of
administrative convenience; and
(e) The receipt by the Company of full payment for such
shares, including payment of any applicable withholding tax.
5.4 lights as Stockholders. The holders of Options shall not be, nor
have any of the rights or privileges of, stockholders of the Company in respect
of any shares purchasable upon the exercise of any part of an Option unless and
until certificates representing such shares have been issued by the Company to
such holders.
5.5 Ownership and Transfer Restrictions. The Committee, in its absolute
discretion, may impose such restrictions on the ownership and transferability of
the shares purchasable upon the exercise of an Option as it deems appropriate.
Any such restriction shall be set forth in the respective Stock Option Agreement
and may be referred to on the certificates evidencing such shares. The Committee
may require the Employee to give the Company prompt notice of any disposition of
shares of Common Stock acquired by exercise of an Incentive Stock Option within
(i) two years from the date of granting such Option to such Employee or (ii) one
year after the transfer of such shares to such Employee. The Committee may
direct that the certificates evidencing shares acquired by exercise of an Option
refer to such requirement to give prompt notice of disposition.
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ARTICLE VI
ADMINISTRATION
6.1 Compensation Committee. The Compensation Committee (or another
committee or a subcommittee of the Board assuming the functions of the Committee
under this Plan) shall consist solely of two or more Independent Directors
appointed by and holding office at the pleasure of the Board, each of whom is
(i) a "non-employee director" (as defined by Rule l6b-3), (ii) to the extent
required by the applicable provisions of Rule l6b-3, a "disinterested person"
(as defined by Rule l6b-3) and (iii) an "outside director" for purposes of
Section 162(m) of the Code. Appointment of Committee members shall be effective
upon acceptance of appointment. Committee members may resign at any time by
delivering written notice to the Board. Vacancies in the Committee may be filled
by the Board.
6.2 Duties and Powers of Committee. It shall be the duty of the
Committee to conduct the general administration of this Plan in accordance with
its provisions. The Committee shall have the power to interpret this Plan and
the agreements pursuant to which Options are granted or awarded, and to adopt
such rules for the administration, interpretation, and application of this Plan
as are consistent therewith and to interpret, amend or revoke any such rules.
Notwithstanding the foregoing, the full Board, acting by a majority of its
members in office, shall conduct the general administration of the Plan with
respect to grants to Independent Directors. Any such grant or award under this
Plan need not be the same with respect to each Optionee. Any such
interpretations and rules with respect to Incentive Stock Options shall be
consistent with the provisions of Section 422 of the Code. In its absolute
discretion, the Board may at any time and from time to time exercise any and all
rights and duties of the Committee under this Plan except with respect to
matters which under Rule 16b-3 or Section 162(m) of the Code, or any regulations
or rules issued thereunder, are required to be determined in the sole discretion
of the Committee.
6.3 Majority Rule; Unanimous Written Consent. The Committee shall act
by a majority of its members in attendance at a meeting at which a quorum is
present or by a memorandum or other written instrument signed by all members of
the Committee.
6.4 Compensation; Professional Assistance; Good Faith Actions. Members
of the Committee shall receive such compensation for their services as members
as may be determined by the Board. All expenses and liabilities which members of
the Committee incur in connection with the administration of this Plan shall be
borne by the Company. The Committee may, with the approval of the Board, employ
attorneys, consultants, accountants, appraisers, brokers, or other persons. The
Committee, the Company and the Company's officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee or the Board in good faith shall be final and binding upon all
Optionees, Grantees, Restricted Stockholders, the Company and all other
interested persons. No members of the Committee or Board shall be personally
liable for any action, determination or interpretation made in good faith with
respect to this Plan or Options, and all members of the Committee and the Board
shall be fully protected by the Company in respect of any such action,
determination or interpretation.
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ARTICLE VII
MISCELLANEOUS PROVISIONS
7.1 Not Transferable. Options under this Plan may not be sold, pledged,
assigned, or transferred in any manner other than by will or the laws of descent
and distribution or pursuant to a QDRO, unless and until such rights or awards
have been exercised, or the shares underlying such rights or awards have been
issued, and all restrictions applicable to such shares have lapsed. No Option or
interest or right therein shall be liable for the debts, contracts or
engagements of the Optionee or his successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment or
any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect, except to
the extent that such disposition is permitted by the preceding sentence.
During the lifetime of the Optionee, only he may exercise an Option or
other right or award (or any portion thereof) granted to him under the Plan,
unless it has been disposed of pursuant to a QDRO. After the death of the
Optionee, any exercisable portion of an Option or other right or award may,
prior to the time when such portion becomes unexercisable under the Plan or the
applicable Stock Option Agreement or other agreement, be exercised by his
personal representative or by any person empowered to do so under the deceased
Optionee's will or under the then applicable laws of descent and distribution.
7.2 Amendment, Suspension or Termination of this Plan. Except as
otherwise provided in this Section 7.2, this Plan may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time
to time by the Board or the Committee. However, without approval of the
Company's stockholders given within twelve months before or after the action by
the Board or the Committee, no action of the Board or the Committee may, except
as provided in Section 7.3, increase the limits imposed in Section 2.1 on the
maximum number of shares which may be issued under this Plan, and no action of
the Committee may be taken that would otherwise require stockholder approval as
a matter of applicable law, regulation or rule. No amendment, suspension or
termination of this Plan shall, without the consent of the holder of Options,
alter or impair any rights or obligations under any Options theretofore granted
or awarded, unless the award itself otherwise expressly so provides. No Options
may be granted or awarded during any period of suspension or after termination
of this Plan, and in no event may any Incentive Stock Option be granted under
this Plan after the first to occur of the following events:
(a) The expiration often years from the date the Plan is adopted by the
Board;
(b) The expiration of ten years from the date the Plan is approved by
the Company's stockholders under section 7.4.
7.3 (changes in Common Stock or Assets of the Company, Acquisition
or Liquidation of the Company and Other Corporate Events.
(a) Subject to Section 7.3(d), in the event that the Committee (or
the Board, in the case of grants to Independent Directors)
determines that any dividend or other distribution (whether in
the form of cash, Common Stock, other securities, or other
property), recapitalization, reclassification, stock split,
reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase, liquidation,
dissolution, or sale, transfer, exchange or other disposition,
of all or substantially all of the assets of the
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Company (including, but not limited to a Corporate
Transaction), or exchange of Common Stock or other securities
of the Company, issuance of warrants or other rights to
purchase Common Stock or other securities of the Company, or
other similar corporate transaction or event, in the
Committee's sole discretion (or in the case of grants to
Independent Directors, the Board's sole discretion), affects
the Common Stock such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to
be made available under the Plan or with respect to an Option,
then the Committee (or the Board, in the case of grants to
Independent Directors) shall, in such manner as it may deem
equitable, adjust any or all of (i) the number and kind of
shares of Common Stock (or other securities or property) with
respect to which Options may be granted under the Plan
(including, but not limited to, adjustments of the limitations
in Section 2.1 on the maximum number and kind of shares which
may be issued), (ii) the number and kind of shares of Common
Stock (or other securities or property) subject to outstanding
Options, and (iii) the grant or exercise price with respect to
any Option.
(b) Subject to Sections 7.3(b)(vii) and 7.3(d), in the event of
any Corporate Transaction or other transaction or event
described in Section 7.3 (a) or any unusual or nonrecurring
transactions or events affecting the Company, any affiliate of
the Company, or the financial statements of the Company or any
affiliate, or of changes in applicable laws, regulations, or
accounting principles, the Committee (or the Board, in the
case of grants to Independent Directors) in its discretion is
hereby authorized to take any one or more of the following
actions whenever the Committee (or the Board, in the case of
grants to Independent Directors) determines that such action
is appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made
available under the Plan or with respect to any option, right
or other award under this Plan, to facilitate such
transactions or events or to give effect to such changes in
laws, regulations or principles:
(i) In its sole and absolute discretion, and on such
terms and conditions as it deems appropriate, the Committee
(or the Board, in the case of grants to Independent Directors)
may provide, either by the terms of the agreement or by action
taken prior to the occurrence of such transaction or event and
either automatically or upon the optionee's request, for
either the purchase of any such Option for an amount of cash
equal to the amount that could have been attained upon the
exercise of such option, right or award or realization of the
optionee's rights had such option, right or award been
currently exercisable or payable or fully vested or the
replacement of such option, right or award with other rights
or property selected by the Committee (or the Board, in the
case of grants to Independent Directors) in its sole
discretion;
(ii) In its sole and absolute discretion, the
Committee (or the Board, in the case of grants to Independent
Directors) may provide, either by the terms of such Option or
by action taken prior to the occurrence of such transaction or
event that it cannot be exercised after such event;
(iii) In its sole and absolute discretion, and on
such terms and conditions as it deems appropriate, the
Committee (or the Board, in the case of grants to Independent
Directors) may provide, either by the terms of such Option or
by action taken prior to the occurrence of such transaction or
event, that for a specified period of time prior to such
transaction or event, such option, right or award shall be
exercisable as to all shares covered thereby, notwithstanding
anything to the contrary in (i) Section 4.4 or (ii) the
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provisions of such Option;
(iv) In its sole and absolute discretion, and on such
terms and conditions as it deems appropriate, the Committee
(or the Board, in the case of grant to Independent Directors)
may provide, either by the terms of such Option or by action
taken prior to the occurrence of such transaction or event,
that upon such event, such option, right or award be assumed
by the successor or survivor corporation, or a parent or
subsidiary thereof, or shall be substituted for by similar
options, rights or awards covering the stock of the successor
or survivor corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of
shares and prices; and
(v) In its sole and absolute discretion, and on such
terms and conditions as it deems appropriate, the Committee
(or the Board, in the case of grants to Independent Directors)
may make adjustments in the number and type of shares of
Common Stock (or other securities or property) subject to
outstanding Options and/or in the terms and conditions of
(including the grant or exercise price), and the criteria
included in, outstanding options which may be granted in the
future.
(vi) None of the foregoing discretionary terms of
this Section 7.3(b) shall be permitted with respect to Options
granted to independent Directors to the extent that such
discretion would be inconsistent with the applicable exemptive
conditions of Rule 16b'3. In the event of a Change in Control
or a Corporate Transaction, to the extent that the Board does
not have the ability under Rule 16b-3 to take or to refrain
from taking the discretionary actions set forth in Section
7.3(b)(iii) above, each Option granted to an Independent
Director shall be exercisable as to all shares covered thereby
upon such Change in Control or during the five days
immediately preceding the consummation of such Corporate
Transaction and subject to such consummation, notwithstanding
anything to the contrary in Section 4.4 or the vesting
schedule of such Options. In the event of a Corporate
Transaction, to the extent that the Board does not have the
ability under Rule 16b-3 to take or to refrain from taking the
discretionary actions set forth in Section 7.3(b)(ii) above,
no Option granted to an Independent Director may be exercised
following such Corporate Transaction unless such Option is, in
connection with such Corporate Transaction, either assumed by
the successor or survivor corporation (or parent or subsidiary
thereof) or replaced with a comparable right with respect to
shares of the capital stock of the successor or survivor
corporation (or parent or subsidiary thereof).
(c) Subject to Section 7.3(d) and 7.8, the Committee (or the Board, in
the case of grants to Independent Directors) may, in its discretion, include
such farther provisions and limitations in any Option as it may deem equitable
and in the best interests of the Company.
(d) With respect to Incentive Stock Options and Options intended to
qualify as performance-based compensation under Section 162(m), no adjustment or
action described in this Section7.3 or in any other provision of the Plan shall
be authorized to the extent that such adjustment or action would cause the Plan
to violate Section 422(b)( I ) of the Code or would cause such option or stock
appreciation right to fail to so qualify under Section 162(xn), as the case may
be, or any successor provisions thereto. Furthermore, no such adjustment or
action shall be authorized to the extent such adjustment or action would result
in short-swing profits liability under Section 16 or violate the exemptive
conditions ofRulel6b-3 unless the Committee (or the Board, in the case of grants
to Independent Directors) determines that the option or other award is not to
comply with such exemptive conditions. The number of shares of Common Stock
subject to any option, right or award shall always be rounded to the next whole
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number.
(e) In the event of any Corporate Transaction, each outstanding Option
shall, immediately prior to the effective date of the Corporate Transaction,
automatically become fully exercisable for all of the shares of Common Stock at
the time subject to such rights or fully vested, applicable, and may be
exercised for any or all of those shares as fully-vested shares of Common Stock.
However, an outstanding right shall not so accelerate if and to the extent:
(i) such right is, in connection with the Corporate
Transaction, either to be assumed by the successor or survivor corporation (or
parent thereof) or to be replaced with a comparable right with respect to shares
of the capital stock of the successor or survivor corporation (or parent
thereof) or (ii) the acceleration of exercisability of such right is subject to
other limitations imposed by the Plan Administrator at the time of grant. The
determination of comparability of rights under clause (i) above shall be made by
the Plan Administrator, and its determination shall be final, binding and
conclusive.
7.4 Approval of Plan by Stockholders. This Plan will be submitted for
the approval of the Company's stockholders within twelve months after the date
of the Board's initial adoption of this Plan. Options may be granted prior to
such stockholder approval, provided that such Options shall not be exercisable
prior to the time when this Plan is approved by the stockholders, and provided
further that if such approval has not been obtained at the end of said
twelve-month period, all Options previously granted under this Plan shall
thereupon be canceled and become null and void.
7.5 Tax Withholding. The Company shall be entitled to require payment
in cash or deduction from other compensation payable to each Optionee of any
sums required by federal, state or local tax law to be withheld with respect to
the issuance, vesting or exercise of any Option. The Committee (or the Board, in
the case of grants to Independent Directors) may in its discretion and in
satisfaction of the foregoing requirement allow such Optionee to elect to have
the Company withhold shares of Common Stock otherwise issuable under such Option
or other award (or allow the return of shares of Common Stock) having a Fair
Market Value equal to the sums required to be withheld.
7.6 Loans. The Committee may, in its discretion, extend one or more
loans to key Employees in connection with the exercise or receipt of an Option
granted under this Plan. The terms and conditions of any such loan shall be set
by the Committee.
7.7 Forfeiture Provisions. Pursuant to its general authority to
determine the terms and conditions applicable to awards under the Plan, the
Committee (or the Board, in the case of grants to Independent Directors) shall
have the right (to the extent consistent with the applicable exemptive
conditions of Rule 16b-3) to provide, in the terms of Options or other awards
made under the Plan, or to require the recipient to agree by separate written
instrument, that (i) any proceeds, gains or other economic benefit actually or
constructively received by the recipient upon any receipt or exercise of the
award, or upon the receipt or resale of any Common Stock underlying such award,
must be paid to the Company, and (ii) the award shall terminate and any
unexercised portion of such award (whether or not vested) shall be forfeited, if
(a) a Termination of Employment, Termination of Consultancy or Termination of
Directorship occurs prior to a specified date, or within a specified time period
following receipt or exercise of the award, or (b) the recipient at any time, or
during a specified time period, engages in any activity in competition with the
Company, or which is inimical, contrary or harmful to the interests of the
Company, as further defined by the Committee (or the Board, as applicable).
7.8 Limitations Applicable to Section 16 Persons and Performance-Based
Compensation. Notwithstanding any other provision of this Plan, this Plan, and
any Option granted .to any individual who is then subject to Section 16 of the
Exchange Act, shall be subject to any additional limitations set forth in any
applicable exemptive rule under Section 16 of the Exchange Act (including any
amendment to Rule
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16b-3 of the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by applicable law, the Plan and Options
granted hereunder shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule. Furthermore, notwithstanding any other provision
of this Plan or any Option intended to qualify as performance-based compensation
as described in Section 162(m)(4)(C) of the Code shall be subject to any
additional limitations set forth in Section 162(m) of the Code (including any
amendment to Section 162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as performance-based
compensation as described in Section 162(m)(4)(C) of the Code, and this Plan
shall be deemed amended to the extent necessary to conform to such requirements.
7.9 Effect of Plan Upon Options and Compensation Plans. The adoption of
this Plan shall not affect any other compensation or incentive plans in effect
for the Company or any Subsidiary. Nothing in this Plan shall be construed to
limit the right of the Company (i)to establish any other forms of incentives or
compensation for Employees. Independent Directors or consultants of the Company
or any Subsidiary or (ii) to grant or assume options or other rights otherwise
than under this Plan in connection with any proper corporate purpose including
but not by way of limitation, the grant or assumption of options in connection
with the acquisition by purchase, lease, merger, consolidation or otherwise, of
the business, stock or assets of any corporation, partnership, firm or
association.
7.10 Compliance with Laws. This Plan, the granting and vesting of
Options under this Plan and the issuance and delivery of shares of Common Stock
under this Plan or under Options hereunder are subject to compliance with all
applicable federal and state laws, rules and regulations (including but not
limited to state and federal securities law and federal margin requirements) and
to such approvals by any listing, regulatory or governmental authority as may,
in the opinion of counsel for the Company, be necessary or advisable in
connection therewith. Any securities delivered under this Plan shall be subject
to such restrictions, and the person acquiring such securities shall, if
requested by the Company, provide such assurances and representations to the
Company as the Company may deem necessary or desirable to assure compliance with
all applicable legal requirements. To the extent permitted by applicable law,
the Plan or Option granted hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.
7.11 Titles. Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this Plan.
7.12 Governing Law. This Plan and any agreements hereunder shall be
administered, interpreted and enforced under the internal laws of the State of
Nevada without regard to conflicts of laws thereof.
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SUNDERLAND COMPANY
PROXY
- Annual Meeting of Stockholders -
June 23, 2000
(SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned stockholder of
Sunderland Company, hereby constitutes and appoints Michael V. Shustek, Stephen
J. Byrne and Lance Bradford, and each and any of them, the attorneys and proxies
of the undersigned with full power of substitution to act and vote for and in
the name, place and stead of the undersigned, at the 2000 Annual Meeting of the
Stockholders of the Company, to be held at the offices of the Company, 2901 El
Camino, Avenue, Las Vegas, Nevada 89102, on June 23, 2000 at 10:30 A.M., and at
any adjournments thereof, the number of votes the undersigned would be entitled
to cast if present upon all matters referred to below and described in the Proxy
Statement for the meeting and, at their discretion, upon any other matters that
may properly come before the meeting:
(1) ELECTION OF DIRECTORS: FOR ALL [ ] WITHHELD FROM ALL [ ] ABSTAINED [ ]
Nominees: Michael J. Shustek, Stephen J. Byrne, Robert J. Aalberts, Robert
W. Fine, Lance Bradford, John E. Dawson, and Robert E. Forbuss. Election to
the Board of Directors for a term of one (1) year and until their
successors are elected. Authority is withheld as to the following: ________
_____________________________________.
(2) APPROVAL OF COMPANY NAME CHANGE: FOR [ ] NOT FOR [ ] ABSTAIN [ ] the change
of the Company's name to Vestin Group, Inc.
(3) ADOPTION OF THE 2000 STOCK OPTION PLAN: FOR [ ] NOT FOR [ ] ABSTAIN [ ] the
adoption of the 2000 Stock Option Plan.
(4) RATIFICATION OF INDEPENDENT AUDITORS: FOR [ ] NOT FOR [ ] ABSTAIN [ ] the
ratification of the selection of Grant Thornton LLP as independent auditors
for the fiscal year ended December 31, 1999 and December 31, 2000.
(5) In their discretion, upon such other matters as may properly come before
the meeting or any adjournments thereof. FOR [ ] AGAINST [ ] ABSTAIN [ ]
Unless you specify otherwise, this Proxy will be voted "FOR" the election
of all of the nominees as directors and "FOR" Items 2, 3 and 4.
A majority of the attorneys and proxies, or their substitutes at the
meeting, or any adjournments thereof may exercise all of the powers given by
this Proxy. Any Proxy to vote any of the shares for which the undersigned is or
would be entitled to vote previously given to any person or persons other than
the persons named above is hereby revoked.
<PAGE>
IN WITNESS WHEREOF, the undersigned has signed and sealed this Proxy and
acknowledges receipt of a copy of the notice of said meeting and Proxy Statement
in reference thereto both dated May 31, 2000.
Dated: __________________ 2000
___________________________(L.S.)
(Stockholder(s) Signature)
___________________________(L.S.)
NOTE: This Proxy, properly completed, dated and signed, should be returned
immediately in the enclosed postage-paid envelope to SUNDERLAND COMPANY.
