<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ALPHATRADE.COM
---------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada 98-0211652
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
Suite 400, 1111 West Georgia Street
Vancouver, British Columbia, Canada V6E 4M3
--------------------------
(Address of Principal Executive Offices)
(604) 681-7503
--------------
(Issuer's Telephone Number, including Area Code)
Consultant Compensation Agreement No. 1 and
1999 Stock Incentive Plan
---------------------------------------
(Full Title of the Plan)
Penny Perfect
Suite 400, 1111 West Georgia Street
Vancouver, British Columbia, Canada V6E 4M3
--------------------------
(Name and Address of Agent for Service)
(604) 681-7503
--------------
(Telephone Number, Including Area Code, of Agent for Service)
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------
Title of Each Proposed Proposed
Class of Maximum Maximum Amount of
Securities to Amount to Price per Aggregate Registration
be Registered be Registered Unit/Share Offering Price Fee
- -----------------------------------------------------------------------------
$0.001 par
value common
voting stock 1,200,000 $1.00 $1,200,000 $ 333.60
800,000 $3.50 $2,800,000 $ 778.40
50,000 $6.25 $ 312,500 $ 86.88
25,000 $7.125 $ 178,125 $ 49.52
- -----------------------------------------------------------------------------
* Calculated according to Rule 230.457(h) of the Securities and
Exchange Commission, based upon the exercise price of the options
covering the underlying common stock to be issued under the Plan.
PART I
Item 1. Plan Information.
- --------------------------
Plan.
-----
Copies of the Consultant Compensation Agreement No. 1 (the "Plan")
and the 1999 Stock Incentive Plan are attached hereto and incorporated herein
by reference.
Item 2. Registrant Information and Employee Plan Annual Information.
- ---------------------------------------------------------------------
Available Information.
----------------------
Copies of the Plan, 10-SB Registration Statement, as amended, of the
Registrant, all 10-QSB Quarterly Reports and any Current Reports filed with
the Securities and Exchange Commission (the "Commission") during the past
twelve months have been provided to the Plan participants.
The Registrant also undertakes to furnish, without charge, to any
such participant or person purchasing any of the securities registered hereby
copies of all of such documentation. Requests should be directed to Penny
Perfect, President, at the address and telephone appearing on the Cover Page
of this Registration Statement.
Additional information regarding the Registrant may be reviewed at
the Commission's web site www.sec.gov in the Edgar Archives.
PART II
Information Required in the Registration Statement
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
- -------------------------------------------------
The following documents are incorporated by reference into this
Registration Statement and made a part hereof, to wit:
(a) The Registrant's 10-SB Registration Statement, as amended,
filed with the Commission on or about March 25, 1999;
(b) All other reports filed pursuant to Sections 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act")
for the past twelve months;
(c) Not applicable.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
also be deemed to be incorporated by reference into this Registration
Statement and made a part hereof from the date of the filing of such
documents.
Item 4. Description of Securities.
- -----------------------------------
The Registrant is authorized to issue one class of securities, being
comprised of $0.001 par value common voting stock.
The holders of the $0.001 par value common stock of the Registrant
have traditional rights as to voting, dividends and liquidation. All shares
of common stock are entitled to one vote on all matters; there are no
pre-emptive rights and cumulative voting is not allowed. The common stock is
not subject to redemption and carries no subscription or conversion rights.
In the event of liquidation of the Registrant, the holders of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities.
Item 5. Interest of Named Experts and Counsel.
- -----------------------------------------------
Leonard W. Burningham, Esq., who has prepared this Registration
Statement and an Opinion regarding the authorization, issuance and
fully-paid and non-assessable status of the securities covered by this
Registration Statement, owns no shares of common stock of the Registrant
and is not deemed to be an affiliate of the Registrant or a person associated
with an affiliate of the Registrant. See Item 8 below.
Item 6. Indemnification of Directors and Executive Officers.
- -------------------------------------------------------------
Under the Nevada Revised Statutes, a corporation has the power to
indemnify any person who is made a party to any civil, criminal,
administrative or investigative proceeding, other than an action by or in the
right of the corporation, by reason of the fact that such person was a
director, officer, employee or agent of the corporation, against expenses,
including reasonable attorneys' fees, judgments, fines and amounts paid in
settlement of any such actions; provided, however, in any criminal proceeding,
the indemnified person shall have had no reason to believe the conduct
committed was unlawful.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
None.
Item 8. Exhibits.
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Exhibit
Number
- ------
5 Opinion regarding Legality
23.1 Consent of Leonard W. Burningham, Esq.
23.2 Consent of Jones Jensen & Company
Certified Public Accountants
99.1 Consultant Compensation Agreement No. 1
Counterpart Signature Pages with Consultant Agreements
99.2 1999 Stock Incentive Plan
Item 9. Undertakings.
- ----------------------
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"1933 Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any additional or changed material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement;
provided, however, only to the extent required
by the general rules and regulations of the
Commission.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) That for purposes of determining any liability under the 1933
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities arising under the
1933 Act, as amended, may be permitted to directors, executive
officers and controlling persons of the Registrant as outlined
above or otherwise, the Registrant has been advised that in the
opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director,
executive officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, executive officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the date or dates appearing opposite the respective signatures
hereto.
REGISTRANT:
Date: 12/20/99 By/s/Penny Perfect
-------------- ----------------------
Penny Perfect
President, CEO and Director
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.
Date: 12/20/99 By/s/Penny Perfect
-------------- ---------------------
Penny Perfect
President, CEO and Director
Date: 12/20/99 By/s/J. Michael Pinkney
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J. Michael Pinkney
Secretary/Treasurer and Director
Date: 12/20/99 By/s/Gordon Muir
--------- ---------------------
Gordon Muir
Director
Date: 12/20/99 By/s/Victor Cardenas
--------- ---------------------
Victor Cardenas
Director
<PAGE>
Securities and Exchange Commission File No. 0-23905
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ALPHATRADE.COM
<PAGE>
EXHIBIT INDEX
Exhibit
Number
- -------
5 Opinion regarding Legality
23.1 Consent of Leonard W. Burningham, Esq.
23 Consent of Jones Jensen & Company
Certified Public Accountants
99.1 Consultant Compensation Agreement No. 1
Counterpart Signature Pages with Consultant Response Letters
99.2 1999 Stock Incentive Plan
(Letterhead of Leonard W. Burningham, Esq.)
December 15, 1999
Alphatrade.com
Suite 400, 1111 West Georgia Street
Vancouver, British Columbia, Canada V6E 4M3
Re: Opinion concerning the legality of the securities to
be issued pursuant to the Registration Statement on
Form S-8 to be filed by Alphatrade.com, a Nevada
corporation
Board of Directors:
As counsel for Alphatrade.com, a Nevada corporation (the
"Company"), and in connection with the issuance of 75,000 shares of the
Company's $0.001 par value common stock to two individual consultants (the
"Consultants") pursuant to a written compensation agreement, a copy of which
is incorporated herein by reference (the "Consultant Compensation Agreement"
[the "Plan"]), and 2,000,000 shares of the Company's $0.001 par value common
stock pursuant to an employee stock incentive plan ("Stock Incentive Plan")
(collectively, the "Securities"), I have been asked to render an opinion as to
the legality of these Securities, which are to be covered by a Registration
Statement to be filed by the Company on Form S-8 of the Securities and
Exchange Commission (the "Commission"), and as to which this opinion is to be
filed as an exhibit.
As you are aware, no services to be performed and billed to you
which are in any way related to a "capital raising" transaction may be paid by
the issuance of Securities pursuant to the Plan.
You are also aware that I do not own any shares of the Company's
common stock; and that I have no interest in any of the Securities covered
hereby.
In connection with rendering my opinion, which is set forth below,
I have reviewed and examined originals or copies of the following documents,
to-wit:
1. Articles of Incorporation and all amendments thereto;
2. Bylaws;
3. 10-SB Registration Statement, as amended, and filed with the
Commission on or about March 25, 1999;
4. 10-QSB Quarterly Reports and 8-K Current Reports for the
past twelve months;
5. Copies of the Plan and the Stock Incentive Plan;
6. The Unanimous Consents of the Board of Directors adopting
the Plan and the Stock Incentive Plan, designating the name of the Plan and
the name, address and telephone number of the Plan's Agent; and
7. Correspondence with the two consultants regarding the types
of services rendered and to be rendered, and discussions with them relating to
Securities Act Release No. 33-7646, dated February 26, 1999.
I have also examined various other documents, books, records,
instruments and certificates of public officials, directors, executive
officers and agents of the Company, and have made such investigations as I
have deemed reasonable, necessary or prudent under the circumstances. Also,
in rendering this opinion, I have reviewed various statutes and judicial
precedence as I have deemed relevant or necessary.
Further, as counsel for the Company, I have discussed the items
relied upon in rendering this opinion and the documents I have examined with
one or more directors and executive officers of the Company, and in all
instances, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity with the original documents of all documents
submitted to me as certified or photostatic copies and the authenticity of the
originals of such copies. I have further assumed that the recipients of these
Securities under the Plan will have paid the consideration required under the
terms of the Plan prior to the issuance of the Securities, and that none of
the services performed by the recipients shall be related to "capital raising"
transactions.
I have also been advised that the Company has provided the
individual participants in the Plan with a copy of the documents enumerated in
paragraphs 3 through 7, inclusive, above.
Based upon the foregoing and in reliance thereon, it is my opinion
that, subject to the limitations set forth in the Plan, the Securities to be
issued pursuant to the Plan will, upon their issuance and delivery to the
recipients thereof, after receipt of full payment therefor, be deemed duly and
validly authorized, legally issued and fully paid and non-assessable under the
Nevada Revised Statues.
This opinion is expressly limited in scope to the Securities
described herein and which are to be expressly covered by the above referenced
Registration Statement and does not cover any subsequent issuances of any
securities to be made in the future pursuant to any other plans, if any,
pertaining to services performed in the future. Any such transactions are
required to be included in a new Registration Statement or a post-effective
amendment to the above referenced Registration Statement, which will be
required to include a revised or a new opinion concerning the legality of the
Securities to be issued.
Further, this opinion is limited to the corporate laws of the
State of Nevada and the securities laws, rules and regulations of the United
States, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion with the Commission as an
exhibit to the above referenced Registration Statement; however, this opinion
is not to be used, circulated, quoted or otherwise referred to for any other
purpose without my prior written consent.
This opinion is based upon my knowledge of the law and facts as of
the date hereof, and I assume no duty to communicate with you with respect to
any matter which may hereafter come to my attention.
Yours very sincerely,
/s/ Leonard W. Burningham
Leonard W. Burningham
LWB/sg
cc: Alphatrade.com
(Letterhead of Leonard W. Burningham, Esq.)
December 15, 1999
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Alphatrade.com, a Nevada corporation (the
"Registrant"), SEC File No.0-25631, to be filed on or
about December 16, 1999, covering the registration and
issuance of 75,000 shares of common stock to two
individual consultants and 2,000,000 shares pursuant
to an Employee Stock Incentive Plan
Ladies and Gentlemen:
I hereby consent to be named in the above referenced Registration
Statement, and to have my opinion appended as an exhibit thereto.
Yours very sincerely,
/s/ Leonard W. Burningham
Leonard W. Burningham
LWB/sg
cc: Alphatrade.com
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Consent to be named in the S-8 Registration Statement
of Alphatrade.com a Nevada corporation (the
"Registrant"), SEC File No.0-25631, to be filed on or
about December 16, 1999, covering the registration and
issuance of common stock to two individual consultants
and 2,000,000 shares pursuant to an Employee Stock
Incentive Plan
Ladies and Gentlemen:
We hereby consent to the use of our report prepared for
Alphatrade.com for January 15, 1999 and the year ended December 31, 1998,
dated February 8, 1999, in the above referenced Registration Statement. We
also consent to the use of our name as experts in such Registration Statement.
Yours very sincerely,
/s/ Jones, Jensen & Company
Jones, Jensen & Company
<PAGE>
CONSULTANT COMPENSATION AGREEMENT NO. 1
THIS CONSULTANT COMPENSATION AGREEMENT (the "Plan") is made
this 15th day of December, 1999, among Alphatrade.com, a Nevada corporation
("Alphatrade"); and the following individuals who have executed and delivered
this Plan by the execution and delivery of the Counterpart Signature Pages
which are designated as Exhibits "A" and "B" hereof: Jacques Tizabi and
Thomas Bruderman (collectively, the "Consultants").
WHEREAS, the Board of Directors of Alphatrade has adopted a
written compensation agreement for compensation of two individual Consultants
who are natural persons; and
WHEREAS, Alphatrade has engaged the Consultants to provide
services at the request of and subject to the satisfaction of its management;
and
WHEREAS, the Consultants have provided services at the request
and subject to the approval of the management of Alphatrade; and
WHEREAS, a general description of the nature of the services
performed and to be performed by the Consultants and the maximum value of such
services under this Plan are listed in the Counterpart Signature Pages and
exhibits thereto; and
WHEREAS, Alphatrade and the Consultants intend that this Plan
and the services performed hereunder shall be made, requested and performed in
such a manner that this Plan shall be a "written compensation agreement" as
defined in Rule 405 of the Securities and Exchange Commission ("Commission")
pursuant to which Alphatrade may issue "freely tradeable" shares (except as
may be limited by "affiliate" status) of its common stock as payment for
services rendered pursuant to an S-8 Registration Statement to be filed with
the Commission by Alphatrade;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Compensation Plan
1.1 Employment. Alphatrade hereby employs the Consultants and the
Consultants hereby accept such employment, and have and will perform the
services requested by management of Alphatrade to its satisfaction during the
term hereof. The services performed by the Consultants hereunder have been
and will be personally rendered by the Consultants, and no one acting for or
on behalf of the Consultants, except those persons normally employed by the
consultants in rendering services to others, such as secretaries, bookkeepers
and the like.
1.2 Independent Contractors. Regardless of the Consultants'
status as "employees" under Rule 405 of the Commission, all services rendered
by the Consultants hereunder have been rendered as independent contractors,
and the Consultants shall be liable for any FICA taxes, withholding or other
similar taxes or charges, and the Consultants shall indemnify and hold
Alphatrade harmless therefrom; it is understood and agreed that the value of
all such items has been taken into account by the Consultants in computing the
billable rate for the services the Consultants have rendered and agreed to
render to Alphatrade.
1.3 Term. All services performed at the request of Alphatrade by
the Consultants shall have been performed within 120 days from the date
hereof, at which time this Plan shall terminate, unless otherwise provided
herein; provided, however, this Plan may be extended for an additional 120 day
period by written agreement of Alphatrade and any of the Consultants.
1.4 Payment. Alphatrade and the Consultants agree that Alphatrade
shall pay the invoices of the Consultants for the services performed under
this Plan by the issuance of shares of its common stock at a price per share
that is equal to the amount of the maximum value of the services to be
rendered by each Consultant as indicated on the appropriate counterpart
signature page hereof, divided by the amount of the maximum number of shares
to be issued to such Consultant as set forth therein; provided, however, such
shares of common stock shall be issued pursuant to and shall be subject to the
filing and effectiveness of a Registration Statement on Form S-8 covering such
shares with the Commission.
1.5 Invoices for Services. On the completion of rendering the
services performed by the Consultants hereunder, each of the Consultants shall
provide Alphatrade with a written invoice detailing the services duly
performed. Such invoice shall be paid by Alphatrade in accordance with
Section 1.4 above, subject to the satisfaction of the management of Alphatrade
that the services have been performed, and to the extent performed, that the
performance was in a satisfactory manner. The submission of an invoice for
the services performed by each of the Consultants shall be deemed to be a
subscription by the respective Consultants to purchase shares of common stock
of Alphatrade at the price outlined in Section 1.4 above, subject only to the
filing and effectiveness of a Registration Statement on Form S-8 covering such
shares with the Commission.
1.6 Common Stock Price. To the extent deemed required or
necessary and for all purposes of this Plan, the Consultants shall have an
"option" covering such shares of common stock at the per share price set forth
in paragraph 1.4 above during the term hereof; the Consultants assume the risk
of any decrease in the per share price or value of the shares of common stock
of Alphatrade that may be issued by Alphatrade for services performed by the
Consultants hereunder, and the Consultants agree that any such decrease shall
in no way affect the rights, obligations or duties of the Consultants
hereunder.
1.7 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Alphatrade shall be services related to any "capital raising" transaction.
1.8 Delivery of Shares. On submission of an invoice for
services actually performed by the respective Consultants, and duly verified
to the satisfaction of Alphatrade, and subject to the filing and effectiveness
of a Registration Statement on Form S-8 of the Commission covering such
shares, one or more stock certificates representing such shares shall be
delivered to the respective Consultants at the addresses listed on the
Counterpart Signature Pages, unless another address shall be provided to
Alphatrade in writing prior to the issuance of such shares.
1.9 Adjustments in the Number of Shares of Common Stock and
Price Per Share. Alphatrade and the Consultants agree that the per share
price of shares of common stock that may be issued by Alphatrade to the
Consultants for services performed under this Plan has been arbitrarily set by
Alphatrade; however, in the event Alphatrade shall undergo a merger,
consolidation, reorganization, or recapitalization, declare a stock dividend
of its shares of common stock or cause to be implemented a forward or reverse
stock split which affects the present number of issued and outstanding shares
of common stock of Alphatrade prior to the issuance of shares to the
Consultants, that the per share price and the number of shares issuable to the
Consultants for services actually rendered hereunder after such event shall be
appropriately adjusted to reflect any such event.
1.10 Effective Date. The Effective Date of the Plan for each of
the Consultants shall be the date set forth on the respective Counterpart
Signature Pages.
Section 2
Representations and Warranties of Alphatrade
Alphatrade represents and warrants to, and covenants with, the
Consultants as follows:
2.1 Corporate Status. Alphatrade is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada.
2.2 Compensation Plan. The Board of Directors of Alphatrade has
duly adopted a Compensation Plan as defined in Rule 405 of the Commission
pursuant to which Alphatrade may issue "freely tradeable" shares of its common
stock as payment for services rendered, subject to the filing and
effectiveness of an S-8 Registration Statement to be filed with the Commission
by Alphatrade.
2.3 Registration Statement on Form S-8. Alphatrade shall engage
the services of a competent professional to prepare and file a Registration
Statement on Form S-8 with the Commission to cover the shares of common stock
to be issued under the Plan; shall cooperate with such professional in every
manner whatsoever to the extent reasonably required or necessary so that such
Registration Statement shall be competently prepared, which Registration
Statement shall not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein,
in light of the circumstances under which they were made, not misleading, and
which Registration Statement shall become effective immediately upon its
filing; such Registration Statement shall be prepared at the sole cost and
expense of Alphatrade; and Alphatrade will provide to the Consultants prior to
the issuance and delivery of any such shares of common stock a copy of such
Registration Statement, the Compensation Plan adopted by its Board of
Directors, all quarterly, annual or current reports or other documents
incorporated by reference into such Registration Statement and any other
similar reports filed or publicly disseminated following the effective date of
any such Registration Statement.
2.4 Federal and State Securities Laws, Rules and Regulations.
Alphatrade shall fully comply with any and all federal or state securities
laws, rules and regulations governing the issuance of any such shares of
common stock.
2.5 Limitation on Services. Alphatrade shall not request the
Consultants to perform any services in connection with any "capital raising"
transaction under this Plan.
2.6 Reports With the Commission. Alphatrade is required to file
reports with the Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and Alphatrade has or will
file with the Commission all reports required to be filed by it forthwith, and
shall continue to file such reports with the Commission so long as required,
but for a period of not less than one year; and such reports are or will be
true and correct in every material respect.
2.7 Corporate Authority and Due Authorization. Alphatrade has
full corporate power and authority to enter into this Plan and to carry out
its obligations hereunder. Execution of this Plan and performance by
Alphatrade hereunder have been duly authorized by all requisite corporate
action on the part of Alphatrade, and this Plan constitutes a valid and
binding obligation of Alphatrade and performance hereunder will not violate
any provision of the Articles of Incorporation, Bylaws, agreements, mortgages
or other commitments of Alphatrade.
Section 3
Representations and Warranties of the Consultants
Each of the Consultants represents and warrants to, and
covenants with, Alphatrade as follows:
3.1 Employment. Each of the Consultants hereby accepts
employment by Alphatrade for the services performed pursuant to this
Agreement. The services performed by the Consultants hereunder have been
personally rendered by the Consultants, and no one acting for or on behalf of
the Consultants.
3.2 Accredited Investors. Each of the Consultants represents
and warrants that, by reason of income, net assets, education, background and
business acumen, the Consultants have the experience and knowledge to evaluate
the risks and merits attendant to an investment in shares of common stock of
Alphatrade, either singly or through the aid and assistance of a competent
professional, and are fully capable of bearing the economic risk of loss of
the total investment of services; further, they are "accredited investors" as
that term is defined under the 1933 Act or the rules and regulations
promulgated thereunder.
3.3 Suitability of Investment. Prior to the execution of this
Plan, each of the Consultants shall have provided the services outlined in the
respective Counterpart Signature Pages to Alphatrade, and the Consultants,
singly, or through the advice of a competent professional, fully believe that
an investment in shares of common stock of Alphatrade is a suitable investment
for the Consultants.
3.4 Limitation on Services. None of the services rendered by
the Consultants and paid for by the issuance of shares of common stock of
Alphatrade shall be services related to any "capital raising" transaction.
3.5 Authority and Authorization. Each of the Consultants has
full power and authority to enter into this Plan and carry out the obligations
hereunder. Execution of this Plan and performance by the Consultants
hereunder constitutes a valid and binding obligation of the Consultants and
performance hereunder will not violate any other agreement to which any of the
Consultants is a party.
Section 4
Indemnity
Alphatrade and the Consultants agree to indemnify and hold the
other harmless for any loss or damage resulting from any misstatement of a
material fact or omission to state a material fact by the other contained
herein or contained in the S-8 Registration Statement of Alphatrade to be
filed hereunder, to the extent that any misstatement or omission contained in
the Registration Statement was based upon information supplied by the other.
Section 5
Termination
Prior to the performance of services hereunder, this Plan may
be terminated (1) by mutual consent of Alphatrade and the respective
Consultants in writing; (2) by either the Directors of Alphatrade or the
respective Consultants if there has been a material misrepresentation or
material breach of any warranty or covenant by the other party; and (3) shall
automatically terminate at the expiration of the term hereof, provided,
however, all representations and warranties shall survive the termination
hereof; provided, further, however, that any obligation of Alphatrade to pay
for any services actually rendered by the Consultants hereunder shall survive
any such termination.
Section 6
General Provisions
6.1 Further Assurances. At any time, and from time to time,
after the execution hereof, each party will execute such additional
instruments and take such action as may be reasonably requested by the other
party to carry out the intent and purposes of this Plan.
6.2 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Alphatrade: Suite 400, 1111 West Georgia Street
Vancouver, British Columbia, Canada V6E 4M3
If to Consultants: The addresses listed on the
Counterpart Signature Pages
6.3 Entire Agreement. This Plan constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
6.4 Headings. The section and subsection headings in this
Plan are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Plan.
6.5 Governing law. This Plan shall be governed by and construed
and enforced in accordance with the laws of the State of Nevada, except to the
extent pre-empted by federal law, in which event (and to that extent only),
federal law shall govern.
6.6 Assignment. Neither Alphatrade nor the Consultants can
assign any rights, duties or obligations under this Plan, and in the event of
any such assignment, such assignment shall be deemed null and void.
6.7 Counterparts. This Plan may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Plan effective
the day and year first above written.
Alphatrade.com
By/s/Penny Perfect
Penny Perfect,
President, CEO and Director
<PAGE>
EXHIBIT "A"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Alphatrade.com, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Jacques Tizabi
Suite #308 9300 Wilshire Blvd.
Beverly Hills, CA 90212
Date: 12/17/99 /s/Jacques Tizabi
______________ __________________________________
Number of Shares and
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit A-1 attached hereto and incorporated
herein by reference 50,000 shares
$312,500
<PAGE>
EXHIBIT A-1
This agreement is dated for reference the 9th day of November, 1999.
BETWEEN.
ASTOR CAPITAL, INC.
Suite 308 - 9300 Wilshire Blvd.
Beverly Hills, CA 90212
(herein "Astor")
AND:
ALPHATRADE.COM
Suite 400 - 1111 West Georgia Street
Vancouver, B.C, WE 4M3
(herein the "Company")
The purpose of this agreement is to confirm the engagement of Astor
Capital, Inc. ("Astor") to act as non-exclusive financial advisor to
AlphaTrade.COM ("Company") including with respect to a potential Transaction
(defined in Section 2 hereof) involving the Company.
Section 1. Services to be Rendered. Astor will assist the Company in a
variety of advisory functions over the course of this Agreement, specifically:
a. Astor will familiarize itself to the extent it deems
appropriate and feasible with the business, operations,
properties, financial conditions prospects of the Company, it
being understood that Astor shall, in the course of such
fami1iarization, rely entirely upon publically available
information and such other information as may be supplied to
it, without independent investigation;
b. Astor will advise and assist the Company in creating and
implementing a strategy to introduce the Company to, and
cultivate a relationship with, strategic partners in Europe
specifically with regard to gaining a listing for the Company
on a European Stock Exchange, arranging meetings with the
European brokerage Community to expose that community to the
E-Gate financial tools and to advise on private placement
funds if and as needed by the Company;
Section 2. Transaction. As used in this Agreement, this clause only applies to
any introductions made by Astor to the Company. It does not include any other
such business the Company engages in with any other advisor, consultant or
investment banker. The term "Transaction" means whether affected in one
transaction or a series of transactions, (a) any merger, consolidation,
reorganization, acquisition or other business combination pursuant to which
all or a substantial portion of the business of the Company is combined with
that of any person or company including without limitation, any joint venture
(collectively, the "Purchaser") as long as this entity or person had been
introduced to the Company by Astor, , (b) any capitalization of the Company,
either private or public, equity or debt financing, or (c)any material
strategic alliance between the Company and a strategic partner.
Section 3. Fees. As compensation for Astor's services hereunder, the Company
agrees to pay Astor the following fees:
a. 50,000 shares of common stock of the Company to be registered on
Form S-8 as soon as possible following issuance; provided, that if the
Company, upon the advise of counsel, determines that such shares may not be
registered on Form S-8, then the Company shall register the shares on
whichever form it can most expediently effect a registration. The shares have
been determined to be part of the expenses of developing the Company's
European distribution and the Company must be presented with invoices for the
total value of the shares.
b. an additional fee involved in any private placement financing (the
"Private Placement Fee") involving a third-party introduced to the Company,
directly or indirectly by Astor. This fee shall be negotiated on an individual
basis to allow for third party charges that might cause the funding costs to
be excessive.
c. an additional fee (the "Strategic Alliance Fee") with respect to
Astor's assistance and advice to the Company with respect to a strategic
alliance, any merger, consolidation, reorganization, acquisition or other
business combination pursuant to which all or a substantial portion of the
business of the Company is combined with the of any person or company
including without limitation, any joint venture in an amount which is
customary for such a transaction, as mutually agreed by Astor and the Company
at the time the Company requests Astor's assistance and advice,
Section 4. Expenses. Whether or not any Transaction is agreed to or
consummated, the Company agrees that the shares previously named are to be
used to reimburse Astor for its out-of-pocket expenses, including the
reasonable fees and expenses of its legal counsel and any other agents or
experts that may be retained by Astor, incurred in connection with the
services performed hereunder and the other advisory and capital raising
assignments and transactions for which Astor has provided financial advisory
services to the Company. The Company is not agreeing to compensate Astor for
any additional expenses unless previously approved by die Company in advance
of the expenditure.
Section 5. Indemnification. The Company agrees to indemnify and hold harmless
Astor, and its directors, officers, employees mid agents, from and against any
and all claims, losses, liabilities, judgments, awards and costs (including
legal few and expenses) arising out of Astor's engagement hereunder,
Section 6. Termination of Engagement; Survival. Astor's engagement hereunder
may be terminated by either the Company or Astor at any time, upon 30 days
written notice to that effect to the other party, provided, however, that
Astor shall be, entitled to receive the full compensation due in the event
that any time prior to the expiration of 12 months after such termination, (i)
a Transaction is consummated with a third party introduced to the Company,
directly or indirectly by Astor, or (ii) a definitive agreement providing for
a Transaction is executed or the Company becomes the, subject of a tender
offer or exchange offer within 12 months after such termination and such
Transaction is subsequently consummated provided, however that the Transaction
is consummated with a third party introduced to the Company, directly or
indirectly by Astor.
Section 7. Miscellaneous.
a) In rendering its services hereunder, Astor agrees to conduct such
investigations and review of the Company's business and operations as Astor
shall deem appropriate and feasible (it being understood that such
investigations and review shall be limited to publicly available information
and such other information as shall be supplied to Astor). The Company shall,
and shall cause its directors, officers, employees and agents to, cooperate
with Astor and supply Astor with written and other information with respect to
the Company, to the extent reasonably needed and requested by Astor, to enable
Astor to perform our services hereunder, and shall use its best efforts to
provide reasonable access to its independent accountants, counsel and other
professionals, if any. The Company represents and warrants to Astor that any
information heretofore or hereafter furnished to Astor is and will be true and
correct in all material respects and does not and will omit any material fact
required to make the information given to Astor not misleading. The Company
agrees to notify Astor promptly of any material change in the business or
financial condition of the Company that it becomes aware of, during the course
of Astor's engagement that may require an amendment or supplement to any of
the information provided to Astor so that such information will not be
misleading in any material respect or omit to state any material fact that is
required to be stated or that is necessary in order to make any such
information not misleading given the occurrence of any such change.
b) Astor will not assume any responsibility to independently verify
the accuracy or completeness of information furnished by or on behalf of the
Company or the Purchaser, but will rely on its accuracy and completeness in
all material respects and will not assume any responsibility to perform (or be
required to retain any persons to perform) any independent valuations or
appraisals of the Company's or the Purchaser's assets,
c) The provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the Company, Astor and any person entitled
to be indemnified hereunder. No waiver, amendment or other modification of
this Agreement shall be effective unless in writing and signed by each party
to be bound thereby.
d) The Company expressly acknowledges that Astor has been retained
solely as an advisor to the Company, and not as an advisor to or agent of any
other person. In such capacity, Astor shall act as an independent contractor,
and the Company's engagement of Astor is not intended to confer rights upon
any persons not a part hereto (including security holders, employees or
creditors of the Company) as against Astor, Astor's affiliates or their
respective directors, agents and employees.
e) The company acknowledges that Astor at some point in the future may
become a full service securities firm and as such may from time to time effect
transactions for its own account of customers and hold positions in securities
or options on securities of the Company or other securities that may be
involved in the transaction. This sub-paragraph is acknowledged by the
Company but is separate and apart from the transactions contemplated by this
agreement.
f) The Company acknowledges that Astor may, at is option and expense,
place an announcement in such newspapers and periodicals as it may choose,
stating that Astor has acted as the non-exclusive financial advisor to the
Company in connection with the Transaction. Astor acknowledges that any such
announcements require the prior written approval of the Company as to the
content of the announcement as well as the choice of newspaper, magazine or
periodical.
g) THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
NEVADA.
By:/s/ Astor Capital
Agreed and Accepted:
ALPHATRADE.COM
By: /s/Penny Perfect
<PAGE>
EXHIBIT "B"
CONSULTANT COMPENSATION AGREEMENT NO. 1
COUNTERPART SIGNATURE PAGE
THIS COUNTERPART SIGNATURE PAGE for that certain Consultant
Compensation Agreement No. 1 between Alphatrade, Inc. and the undersigned
Consultant is executed as of the date set forth hereinbelow.
Consultant:
Thomas Bruderman
1573 Bronson Road
Fairfield, Connecticut 06430
Date:12/16/99 /s/Thomas Bruderman
______________ ___________________________________
Number of Shares
Maximum Value
of Services
General Description of Services to be Performed
See Exhibit B-1 attached hereto and incorporated
herein by reference. This research report is regarding 25,000 shares
the Companies products for broker dealers and is not for $178,125
public relations purposes
<PAGE>
EXHIBIT "B-1"
November 17, 1999
Mr. Thomas Bruderman
531 Wheeler Road
Monroe, CT 06468
Dear Mr. Bruderman:
We wish to confirm the verbal agreement reached wherein you will provide
services for Alphatrade.com (herein the "Company")
Thomas Bruderman (herein "Bruderman") will write a detailed research report
which he will distribute to the investment community as an introduction for
AlphaTrade.com. Mr. Bruderman will also provide consulting services to the
Company in connection with the establishment of good relations for the Company
with the investment community. As compensation for writing the Report and
delivering it to the investment community AlphaTrade will issue 25,000 free
trading shares.
Yours very truly,
ALPHATRADE.COM
Per:
/s/Penny Perfect
PENNY PERFECT
CEO & President
The above terms are herewith agreed to this 17th day of November, 1999.
/s/Thomas Bruderman
Thomas Bruderman
<PAGE>
ALPHATRADE.COM
1999 STOCK INCENTIVE PLAN
1. PURPOSE. The purpose of the 1999 Stock Incentive Plan (the "Plan") is to
advance, the interests of AlphaTrade.com a Nevada corporation (the "Company"),
and its shareholders by awarding equity based, long-term incentives which will
enable the Company to attract and retain key employees, officers, and
directors, who are and will be largely responsible for the future growth and
success of the Company and to compensate others who provide personal
services of substantial benefit or value to the Company. It is intended that
this purpose will be effected through the granting of Options and Restricted
Stock (as defined herein) in accordance with the terms of the Plan.
2. DEFINITIONS. In addition to other capitalized terms which are defined in
the Plan, the following terms shall have the following definitions:
2.1 "Board" - the Board of Directors of the Company.
2.2 "Officer" - the Chief Executive Officer, President or a Vice-President of
the Company.
2.3 "Change of Control"- (a) an acquisition of the Company by means of a
merger or consolidation of the Company with or into another corporation or a
purchase of substantially all of the Company's assets, following which a
majority of the Board of Directors of the successor or acquiring corporation
is not comprised of individuals who constituted a majority of the Company's
Board immediately prior to the merger, consolidation or purchase of assets, or
(b) a change in the composition of a majority of the members of the Company's
Board effected by the vote of a person who has acquired a number of voting
securities of the Company sufficient to elect a majority of the Board as
used in this definition, the term "person" shall include two or more persons
acting as a partnership, limited partnership, syndicate or other group for the
purpose of acquiring, holding or disposing of the voting securities of the
Company.
2.4 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.5 "Common Stock" - the Company's $0.001 par value Common Stock.
2.6 "Consultant" shall mean a consultant, independent contractor or other pawn
or entity who or which has been engaged to provide advisory, professional or
other personal services to the Company or a Subsidiary pursuant to a written
agreement approved by the Board.
2.7 "Date of Grant" shall mean the date on which the Board grants an Option or
awards Restricted Stock under the Plan.
2.8 "Disability" shall mean the inability, as determined by the Board based on
advice of a licensed physician, of a Participant to engage in any substantial
gainful employment by reason of any medically determinable physical or mental
impairment which can reasonably be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less than 12
months.
2.9 "Employee" shall mean an employee of the Company or any Subsidiary.
2.10 "Exchange Act" shall mean the Securities Exchange Act of 1934.
2.11 "Fair Market Value" shall mean the fair market value of a share of Common
Stock, determined as follows: (a) if the Common Stock is traded on a stock
exchange or in the NASDAQ National Market System ("NASDAQ/NMS"), the fair
market value of a share on a particular date shall be the quoted selling price
per share of Common Stock on such exchange or NASDAQ/NMS on that date; (b) if
Common Stock is otherwise traded in the over-the-counter market, the fair
market value of a share of Common Stock on a particular date shall be the mean
between the closing bid and asked quotations per share of the Common Stock on
that date; or (c) if Common Stock is not traded on a stock exchange,
NASDAQ/NMS or in the over-the-counter market or, if traded, there are no
transactions on that date, the fair market value shall be determined in good
faith by the Board by applying the rules and principles of valuation set forth
in Section 20.2031-2 of the Treasury Regulations (relating to the valuation of
stocks and bonds for purposes of Code Section 2031).
2.12 "Grant Amount" - the number of shares of Restricted Stock granted to a
Participant under the Plan at the time such Restricted Stock is first issued
by the Company.
2.13 "Incentive Stock Option" shall mean an Option which is intended to
qualify as an "incentive stock option" within the meaning of Code Section 422,
and any questions which may arise hereunder regarding such Incentive Stock
Options should be answered consistent with such intention so as to qualify
pursuant to Code Section 422.
2.14 "Nonqualified Stock Option" shall mean an option which is not intended to
qualify as an Incentive Stock Option.
2.15 "Option" shall mean an option to purchase shares of Common Stock granted
under the Plan, which may be either an Incentive Stock Option or a
Nonqualified Option.
2.16 "Option Amount" shall mean the number of shares subject to an Option
granted to an Optionee under the Plan.
2.17 "Option Price" shall mean the purchase price per share of Common Stock as
determined in accordance with the provisions of Section 10 hereof.
2.18 "Participant" shall mean an officer, director, Employee or Consultant of
the Company or a Subsidiary to whom an Option or Restricted Stock is granted
under this Plan.
2.19 "Performance Objectives" shall mean the performance objectives for each
grant of Restricted Stock under the Plan that must be achieved in order for
some or all of such Restricted Stock to become Vested, as determined by the
Board at or before the Date of Grant. Such performance objectives may be
expressed in terms of (a) the lapse of time during which a Participant remains
employed by, or in the service of the Company, (b) any quantifiable,
financial, technical, economic or operational performance criteria for the
Company, any Subsidiary or any business unit, division or function within the
Company or any Subsidiary, including, but not limited to, cash flow, earnings
per share, capital formation, expenses, gross or net margin, increase in stock
price, inventory turnover, market share, net income (before or after taxes),
net operating income, personal management objectives, return on assets, return
on equity, return on investment return on sales, revenue and total stockholder
return, or (c) any combination of some or all of the foregoing.
2.20 "Reorganization" shall mean a sale or transfer of all or substantially
all the Company's assets, a merger, reorganization, or consolidation of the
Company with another corporation in which the Company is not the surviving
corporation, or liquidation or dissolution of the Company.
2.21 "Restricted Stock" shall mean shares of Common Stock granted through any
Restricted Stock Award under the Plan which remain outstanding and as to which
Restrictions have not expired or otherwise been removed in accordance with the
terms of this Plan.
2.22 "Restricted Stock Award" or "Award" shall mean any grant of Restricted
Stock made to a Participant under the Plan.
2.23 "Restrictions" shall mean the restrictions imposed on the sale, transfer,
assignment or other disposition of Common Stock as set forth in Section 7
hereof.
2.24 "Retirement" shall mean a Participant's voluntary termination of
employment by delivery of formal written notice thereof to the Company at any
time after he or she has reached sixty (60) years of age and shall have
accrued fifteen (15) years of service as an employee of the Company (including
its present or former Subsidiaries).
2.25 "Subsidiary" shall mean any corporation of which not less than fifty-one
percent (51%) of the shares of the voting stock (representing the right, other
than as affected by events of default, to vote for the election of directors
or other managing authority) are now, or hereafter during the term of this
Plan, owned or controlled directly or indirectly by the Company.
2.26 "Termination for Cause" shall mean any involuntary termination of a
Participant's employment by the Company or any Subsidiary if the termination
is a result of or in connection with such Participant's (a) engaging in any
business that is competitive with that of the Company while an Employee, (b)
committing any material act of dishonesty, including but not necessarily
limited to theft or embezzlement of funds or property of the Company, or
perpetrating a fraud on or affecting the Company, (c) engaging in any gross
negligence or willful misconduct with respect to his or her duties and
responsibilities as an Employee or acts in any other way that has a direct,
substantial and adverse effect on the Company's reputation, including but not
necessarily limited to willful or grossly negligent disregard for the
Company's obligation to comply with laws, regulations and the like applicable
to the Company, its properties, assets or business, or (d) conviction of a
felony.
2.27 "Vesting" or "Vested" shall mean the removal of Restrictions as to any
Restricted Stock awarded under the Plan.
2.28 "Vesting Date" shall mean the date on which Vesting shall be determined
as set by the Board.
3. SHARES SUBJECT TO THE PLAN.
3.1 The shares reserved for issuance as Restricted Stock and as shares which
may be issued pursuant to Options under the Plan shall not exceed 2,000,000
shares of Common Stock, subject to adjustment by the Board or as provided in
Section 3.2 hereof
3.2 In the event of changes in the outstanding shares of Common Stock by
reason of stock dividends, recapitalization, split-ups, combination, merger
(including reincorporation effected by means of a merger), reclassification,
or exchange, of shares, and the like, appropriate adjustments shall be made by
the Board in the number and kind of Options and Restricted Stock which may be
issued, including adjustments of the limitations set forth in Section 3.1 on
the maximum number of and kind of shares which may be issued as Options or
Restricted Stock.
3.3 Any shares of Restricted Stock forfeited to the Company pursuant to the
terms of this Plan may, subsequently, be reissued as Restricted Stock
hereunder.
3.4 Any shares of Option Stock forfeited to the Company pursuant to the terms
of this Plan may, subsequently, be reissued as Option Stock hereunder.
4. EFFECTIVE DATE. The Plan has been adopted by the Board as of January 6th,
1999 (the "Effective Date").
5. ADMINISTRATION. Grants of Options and Restricted Stock Awards and other
determinations under the Plan shall be made by the Board.
6. ISSUANCE OF RESTRICTED STOCK, DETERMINATION OF PERFORMANCE OBJECTIVES AND
ACHIEVEMENT OF PERFORMANCE OBJECTIVES.
6.1 The Board may, from time to time:
A. determine the Participants, if any, to whom Restricted Stock Awards are to
be issued, and the terms and provisions thereof including Vesting;
B. establish the Grant Amount, if any, to be awarded to each such Participant
and determine that the value to the Company of the past services of such
Participant is at least equal to the aggregate par value of the Grant Amount;
C. establish Performance Objectives; and
D. determine whether and to what extent if any, the Performance Objectives for
any previously awarded Restricted Stock, if any, have been achieved and, on
the basis of such determination, establish the portion, if any, of a Grant
Amount that is to be Vested.
6.2 Performance Objectives may not be changed, altered or adjusted, provided,
however, that the Board may make such charges as it deems appropriate to
reflect the effects on the performance of the Company of an acquisition of a
company or business, the divestiture of a subsidiary or division or other
transactions or events outside the ordinary course of business which for
financial reporting purposes are as determined in accordance with Generally
Accepted Accounting Principles.
6.3 Upon a determination in accordance with Section 6.1 D hereof, that any
Restricted Stock is to be Vested, the removal of such Restrictions shall be
effective with respect to such Grant Amount, or portion thereof, as of the
Vesting Date.
6.4 Participants to whom Restricted Stock Awards are made under the Plan shall
not be required to make any monetary payment to the Company. However, all such
Awards shall be subject to the Restrictions and all certificates representing
Restricted Stock shall be issued with a restrictive legend, stamped, imprinted
or otherwise inscribed thereon, referencing such Restrictions. All share
certificates representing such Restricted Stock shall be registered in the
name of the Participant to whom the Restricted Stock is issued and may in
accordance with instructions established by the Board, be delivered to the
Company's Secretary or such other person as the Company may appoint to retain
physical custody until the Restrictions imposed thereon have expired or shall
have been removed.
7. RESTRICTIONS. No shares issued as Restricted Stock Awards hereunder may be
sold, assigned, transferred, pledged, hypothecated, or encumbered either
voluntarily or involuntarily until the Vesting of the Restricted Stock in
accordance with the terms of the Plan.
8. EXPIRATION AND REMOVAL OF RESTRICTIONS.
8.1 All Restrictions shall expire and terminate at such time and upon such
conditions as determined by the Board as provided for herein. Any shares for
which the Restrictions have not expired or been removed within ten (10) years
from the date of Grant, shall be subject to call by the Board. In such case at
any time after said ten (10) year period and at which time said shares have
not vested, upon thirty (30) days written notice to the Participant the shares
shall be returned to the Company and the Participant shall have no finther
rights in connection therewith.
8.2 If a Participant's employment is terminated voluntarily or involuntarily
(except for death, Disability, Retirement, the events referred to in Sections
8.3 through 8.5 hereof, or in connection with a Reorganization in which the
Participant becomes employed by a successor corporation or business entity)
all Restricted Stock held by him shall immediately and automatically be
forfeited to the Company and Participant shall thereupon have no further
right, title or interest in such Restricted Stock; provided, however, that
any Restricted Stock that has Vested shall not be forfeited.
8.3 If a Participants employment with the Company is terminated as a result of
death or Disability, all Restricted Stock shall be Vested as of the date of
death or, in the case of Disability, as of the date of the determination of
such Disability by the Board.
8.4 In the case of termination of employment for Retirement a pro rata.
portion of the shares of Restricted Stock held by the retiring Participant,
less the number of shares which have previously Vested, will be Vested
immediately, calculated on the basis of a five year vesting schedule beginning
on the Date of Grant and ending on the effective date of such Retirement. For
example, if a Participant retires two years after the Date of Grant,
Restricted Stock would Vest as to forty percent (40%) of the Grant Amount, and
all remaining shares of Restricted Stock held by the Participant would be
returned to the Company and the Participant would have no further rights in
connection therewith.
8.5 If within twelve (12) months following a Change in Control there should
occur, without a Participant's consent, a material lessening of his or her
duties and responsibilities as an executive or key management employee of the
Company or a material reduction in his or her base salary from the rate in
effect as of the Date of Grant and, if, within ninety (90) days following such
material lessening of duties or responsibilities or a material reduction in
his or her base salary, the Participant shall, by providing written notice to
the Company, voluntarily terminate, his or her employment relationship with
the Company, all Restricted Stock held by such Participant shall become
Vested.
8.6 In the event of a Reorganization, the Board, in its sole discretion may
Vest all or any part of the issued and outstanding Restricted Stock prior to
or contemporaneously with the effective date of such Reorganization. In the
event of any Reorganization in which holders of Restricted Stock receive
securities (herein "Exchange Securities") another corporation or business
entity in respect of Restricted Stock held by them, such Exchange Securities
shall be subject to the Restrictions and to removal or expiration thereof in
accordance with the terms of this Plan if the Board, for any reason, elects
not to accelerate the removal of Restrictions prior to or contemporaneously
with the effective date of the Reorganization.
8.7 Upon Vesting of Restricted Stock in accordance with the terms of the Plan,
all Restrictions imposed by Section 7 hereof shall be deemed removed and
terminated with respect to the applicable Restricted Stock grants and the
Company shall issue such instructions to the Transfer Agent or Registrar and
take such other actions as may be appropriate in order to cause the removal,
cancellation or rescission of all legends, stamps or other inscriptions
referencing the restrictions on share certificates representing Restricted
Stock which have Vested.
9. RIGHTS AS STOCKHOLDERS. Upon the issuance of the shares of Restricted Stock
pursuant to Section 6.5, the Participant shall, subject to the Restrictions,
have all the rights of a stockholder with respect to said shares, including
the right to vote the shares and to receive: all dividends and other
distributions paid or made with respect to the shares.
10. TERMS AND CONDITIONS OF OPTIONS.
10.1 ELIGIBILITY. Options may be granted to employees, executives, officers,
directors, consultants or advisory board members whose performance for or
contribution to the Company is considered by the Board to have a significant
effect on the success of the Company and to Consultants whose retention by the
Company involves the performance of personal services that as determined by
the Board, are of significant value or benefit to the Company. The adoption of
this Plan shall not be deemed to give any Employee or other person any right
to be awarded an Option. No Incentive Stock Option shall be granted under
the Plan to a Consultant or anyone other than an employee of the Company or
any Subsidiary.
10.2 OPTION GRANTS. All Options shall be subject to the following terms and
conditions and such additional terms and conditions, not inconsistent with the
Plan, as the Board shall deem necessary or appropriate.
A. The Option shall be designated as either an Incentive Stock Option or a
Nonqualified Stock Option. However, notwithstanding such designation, to the
extent that the aggregate Fair Market Value of shares subject to Options
designated as Incentive Stock Options which become exercisable for the first
time by a Grantee during any calendar year (under all plans of the Company or
any Subsidiary) exceeds $100,000, such excess Options, to the extent of the
shares covered thereby in excess of the foregoing limitation, shall be treated
as Nonqualified Stock Options. For this purpose, Incentive Stock Options shall
be taken into account in the order in which they were granted and the Fair
Market Value of the shares shall be determined as of the Date of Grant.
B . The exercise or purchase price, if any, for an Option shall be as follows:
(i) In the case of an Incentive Stock Option granted to a Participant the per
share exercise price shall be not less than one hundred percent (100%) of the
Fair Market Value per share of Common Stock on the Date of Grant.
(11) In the case of a Nonqualified Stock Option, the per share exercise price
shall be not less than one hundred percent (100%) of the Fair Market Value per
share of Common Stock on the Date of Grant unless otherwise determined by the
Board.
C. The period during which each Option may be exercised shall be fixed by the
Board.
D. Unless otherwise determined by the Board, Options granted pursuant to the
Plan shall expire and cease to be exercisable upon the first to occur of any
one of the following: (i) the expiration of 10 years following the Date of
Grant; (ii) 90 days following the date when a Participant ceases to be an
Employee, except in the case of a Termination for Cause, Retirement, or a
termination by reason of the Participant's death or Disability while an
Employee; (iii) if the Participant dies while an Employee or ceases to be an
Employee by reason of the Participant's Disability while an Employee, one year
following such death or termination of employment, whichever occurs first or
(iv) upon the Participant's Termination for cause. Notwithstanding anything to
the contrary contained herein, in no event may an Option be exercised after
the expiration of 10 Years following the Date of Grant. All Incentive Stock
Options must be granted within ten (10) years from the earlier of the date of
adoption of the Plan or the date of approval of the Plan by the shareholders.
E. The shares covered by an Option may be purchased and the Option may be
exercised in whole or in part at any time during the period defined in Section
10-2C above and prior to the expiration of such Option. Such exercise shall be
in the manner fixed by the Board by giving written notice of exercise to the
Company specifying the number of shares to be purchased; provided, however,
that an Option may not be exercised with respect to less than 100 shares
subject to an Option unless there are less than 100 shares remaining subject
to the Option.
F. The notice of exercise of Option, whether the exercise is to be in whole or
in part, shall be accompanied by delivery to the Company of payment for one
hundred percent (100%) of the Option Price for the shares to be purchased or
in the event of an Executive Officer or Director at the discretion of the
Board of Directors accrued salary or bonuses may be applied to the exercise of
the option.
G. No Option granted under the Plan shall be transferable either voluntarily
or by operation of law except by will or by the laws of descent and
distribution and, during the lifetime of the Participant, such Option shall be
exercisable only by him or her, provided, however, that Options other than
Incentive Stock Options granted hereunder may be transferred on such terms and
conditions, if any, as the Board may, in its discretion, deem appropriate by
amendment to this Plan. If the Participant dies while an Employee or
terminates his or her Employee status because of a Disability, without having
fully exercised his or her Option, all shares covered by such Participants
Option which were exercisable at the date of his or her death or termination
of Employee status because of a Disability and which becomes exercisable in
accordance with the terms of such Option within 12 months thereafter, shall be
exercisable within such 12 month period when and as such Option becomes
exercisable by such Participant (in the case of Disability) or, in the case of
death, by his or her estate or any other person who acquired the right to
exercise the Option by bequest or inheritance or by reason of death of the
Participant and such estate or other person shall have the right to purchase
by exercise of said Option all or any portion of such shares; provided,
however, that no Option may be exercised at any time after the expiration date
thereof If the Option is exercised by a person other than the Participant, the
Board may require, appropriate proof of such other person's right to exercise
said Option.
H. If a Participant ceases to be an Employee for any reason (other than
Termination for Cause, death or Disability while an Employee or Retirement)
his or her Option shall remain exercisable for a period of 90 days thereafter
to the extent and only to the extent such option was exercisable, by its
terms, as of the effective date of his or her cessation of Employee status.
Upon Retirement of a Participant, all shares covered by such Participants
Option shall continue to be exercisable by such Participant in accordance
with the terms of such Option; provided, however, that if, - and to the extent
that, an Incentive Stock Option is exercised more than 90 days after the
Retirement date, such Option will be treated as a Nonqualified Option. No
Option may be exercised at any time after the expiration date thereof
I. If a Participant ceases to be an Employee and such termination was a
Termination for Cause, all Options shall immediately expire and cease to be
exercisable.
J. No fractional shares will be issued pursuant to the exercise of any Option
nor will any cash payment be made in lieu of fractional shares.
K. In the event that within 12 months following a Change in Control there
should occur, without a Participant's consent a material lessening of his or
her duties and responsibilities as an Employee or a material reduction in his
or her base salary from the rate in effect as of the Date of Grant and if,
within ninety (90) days following such material lessening of duties or
responsibilities or a material reduction in his or her base salary, the
Participant shall by providing written notice to the company, voluntarily
terminate his or her Employee status, unless the Board has, prior to such
Change in Control, in its sole discretion determined that all or a portion of
the outstanding Options held by such Participant shall become immediately and
fully exercisable upon or immediately following such Change in Control, all
shares covered by such Participant's Options shall become, immediately and
fully exercisable and such Participant shall have the right to purchase, by
exercise of such Option, all or any portion of the shares covered by such
Option-, provided, however, that in no event may any Option be exercised
after the expiration date thereof
L. If (i) within 12 months following a Change in Control, a Participant's
Employee status should be terminated involuntary by the Company (or any
successor to the Company by reason of such Change in Control) and such
termination is not a Termination for Cause, and (ii) the Board has not prior
to such Change in Control, in its sole discretion, determined that all or a
portion of the outstanding Options held by such Participant shall become
immediately and fully exercisable upon or immediately following such Change in
Control, then all shares covered by such Participant's Options shall become
immediately and fully exercisable and such Participant shall have the right to
purchase by exercise of such Option, all or any portion of the shares covered
by such Option; provided, however, that in no event may an Option be exercised
after the expiration date thereof
M. In the event of any Reorganization, all rights of the person or persons
entitled to exercise then outstanding Options granted under the Plan and such
Options shall wholly and completely terminate at the time of any such
Reorganization, except to the extent that any agreement or undertaking of any
party to any such Reorganization shall make specific provision with respect to
such Option and the rights of such Participants. Notwithstanding the
foregoing, the Board may determine that each Participant shall have the right
immediately prior to such Reorganization to exercise such Participant's Option
with respect to any or all of the shares remaining subject to such Option,
whether or not such shares are then otherwise purchasable by said Participant.
To the extent that any such exercise relates to shares which are not otherwise
purchasable by the Participant at such time, such exercise shall be contingent
upon the consummation of such Reorganization.
N. The Board reserves the right and shall determine the expiration, terms,
termination, exercisability and other conditions relating to Options, if any,
granted to Consultants. The shares to be issued under the Options shall be
subject to such restrictions on transferability and other conditions as may be
determined by the Board of Directors at the time of the grant and as may be
imposed by law.
11. ADMINISTRATION AND OPERATION.
11. 1 GOVERNMENT REGULATIONS. The Plan and the operation thereof shall be
subject to all applicable federal and state laws, rules and regulations, and
to such approvals by any regulatory or governmental agency as may be required,
including, but not necessarily limited to, the obtaining of necessary permits
and authorizations from applicable state securities commissions and agencies,
if required, and registration of the securities subject to this Plan with the
Securities and Exchange Commission. In addition, the Company may cause an
appropriate legend to be affixed to any stock certificate representing Common
Stock issued under the Plan in accordance with all applicable federal and
state securities laws, rules and regulations. Moreover, the Plan is subject to
amendments by the Board in the event necessary to register the shares to be
issued hereunder with the SEC on a Form S-8 registration statement or any
other form chosen by the-Company.
11.2 WITHHOLDING. Whenever, under the Code and applicable regulations, the
issuance of shares of Common Stock upon the exercise of Options or the Vesting
of Restricted Stock will result in any requirement that the Participant pay or
otherwise satisfy any United States federal, state or local payroll
withholding amounts, including taxes, FICA and the like, it shall be a
condition to the issuance (or Vesting) of such Common Stock that the
Participants shall have made arrangements satisfactory to the Company, as
determined in accordance with rules established by the Board, with respect to
the payment or satisfaction of such withholding amounts. In lieu of paying in
cash additional sums which may be required to satisfy such withholding
amounts, if any, the Board may permit Participants to elect to deliver to the
Company shares of Common Stock held by such Participant or a portion of the
shares of Common Stock subject to the Option then being exercised by such
Participant (or to be Vested in the Case of Restricted Stock) as payment
or in partial payment of the withholding amount requirement subject, however,
to such rules as may be adopted by the Board.
11.3 AMENDMENTS. The Board may at any time and from time to time modify,
amend, suspend or discontinue the Plan in any respect, except that without
stockholder approval, the Board may not increase the number of shares reserved
under the Plan (other than increases due to changes in capitalization) permit
the issuance of Common Stock upon exercise of an Option before payment
therefor in full, make any change in the eligibility requirements
hereunder, or extend the period within which Incentive Stock Options may be
granted. Approval by the stockholders means approval by the holders of the
requisite number of shares of Common Stock either (a) at a meeting at which
shareholders are present or represented by Proxy; and (b) by written consent
of shareholders, in each case, in accordance with the applicable laws of the
State of Nevada. The modification or amendment of the Plan shall not without
the consent of a Participant, adversely affect his or her rights under Options
or Restricted Stock previously issued to him or her.
11.4 EMPLOYMENT RELATIONSHIP. Neither the Plan nor any Option or restricted
Stock granted hereunder shall confer upon any Participant any right to
continued employment by the Company or any subsidiary, or shall interfere in
any way with the right of the Company or any Subsidiary to terminate his or
her employment at any time with or without notice or cause.
11.5 LISTING ON EXCHANGE. The Company shall not be required to issue or
deliver any certificates for shares of Common Stock under the Plan prior to:
(a) the listing of such shares on any stock exchange on which the Common Stock
may then be listed; and (b) the completion of any registration or
qualification of such shares under any United States, whichever is applicable,
federal or state securities laws, or any rulings or regulation of any
governmental body, which the Board shall in its sole discretion, determine to
be necessary or advisable.
12. GENERAL PROVISIONS
12.1 No Participant and no beneficiary or other person claiming under or
through such Participant shall have any rights as a stockholder of the Company
with respect to any shares of Common Stock allocated or reserved under the
Plan and subject to any Option or Restricted Stock Award except as to such
Shares of Common Stock, if any, that have been issued or transferred to such
Participant free of any Restrictions.
12.2 The Plan and all determinations made and actions taken pursuant thereto
shall be governed by the laws of the State of Nevada and construed in
accordance therewith.
12.3 Continuance of the Plan with respect to the grant of Incentive Stock
Options and grants to Employees shall be subject to approval by the
stockholders of the Company within twelve (12) months before or after the date
the Plan is adopted, and such stockholder approval shall be a condition to the
right of a Covered Employee to receive Performance-Based Compensation
hereunder. Such stockholder approval shall be obtained in the degree and
manner required under applicable laws.
This AlphaTrade.com 1999 Stock Incentive Plan was adopted by the Board on
January 6th 1999.
ALPHATRADE.COM
By:/s/Victor Cardenas By:/s/J. Michael Pinkney
Name: Victor Cardenas Name: J. Michael Pinkney
Title: President Title: Secretary
