ALPHATRADE.COM
2000 STOCK INCENTIVE PLAN
1. PURPOSE. The purpose of the 2000 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
person 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 1,720,000
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 August 3rd,
2000 (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 further
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 Participant's 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.
(ii) 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 Participant's
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.
1 1.1 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 2000 Stock Incentive Plan was adopted by the Board on
August 3rd, 2000.
ALPHATRADE.COM
By: /s/ Penny Perfect By: /s/ Victor D. Cardenas
Name: Penny Perfect Name: Victor D. Cardenas
Title: President Title: Secretary
