EXHBIIT 6.1
2000 Stock Option Plan
of
WORLDBID CORPORATION
A Nevada Corporation
January 17, 2000
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1. PURPOSE OF THE PLAN
The purpose of this Plan is to strengthen WorldBid Corporation (hereinafter the
"Company") by providing incentive stock options as a means to attract, retain
and motivate key corporate personnel, through ownership of stock of the Company,
and to attract individuals of outstanding ability to render services to and
enter the employment of the Company or its subsidiaries.
2. TYPES OF STOCK OPTIONS
There shall be two types of Stock Options (referred to herein as "Options"
without distinction between such different types) that may be granted under this
Plan: (1) Options intended to qualify as Incentive Stock Options under Section
422 of the Internal Revenue Code ("Qualified Stock Options"), and (2) Options
not specifically authorized or qualified for favorable income tax treatment
under the Internal Revenue Code ("Non-Qualified Stock Options").
3. DEFINITIONS
The following definitions are applicable to the Plan:
(1) Board. The Board of Directors of the Company.
(2) Code. The Internal Revenue Code of 1986, as amended from time to time.
(3) Common Stock. The shares of Common Stock of the Company.
(4) Company. WorldBid Corporation, a Nevada corporation.
(5) Consultant. An individual or entity that renders professional services
to the Company as an independent contractor and is not an employee or
under the direct supervision and control of the Company.
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(6) Disabled or Disability. For the purposes of Section 7, a disability of
the type defined in Section 22(e)(3) of the Code. The determination of
whether an individual is Disabled or has a Disability is determined
under procedures established by the Plan Administrator for purposes of
the Plan.
(7) Fair Market Value. For purposes of the Plan, the "fair market value"
per share of Common Stock of the Company at any date shall be: (a) if
the Common Stock is listed on an established stock exchange or
exchanges or the NASDAQ National Market, the closing price per share
on the last trading day immediately preceding such date on the
principal exchange on which it is traded or as reported by NASDAQ; or
(b) if the Common Stock is not then listed on an exchange or the
NASDAQ National Market, but is quoted on the NASDAQ Small Cap Market,
the NASDAQ electronic bulletin board or the National Quotation Bureau
pink sheets, the average of the closing bid and asked prices per share
for the Common Stock as quoted by NASDAQ or the National Quotation
Bureau, as the case may be, on the last trading day immediately
preceding such date; or (c) if the Common Stock is not then listed on
an exchange or the NASDAQ National Market, or quoted by NASDAQ or the
National Quotation Bureau, an amount determined in good faith by the
Plan Administrator.
(8) Incentive Stock Option. Any Stock Option intended to be and designated
as an "incentive stock option" within the meaning of Section 422 of
the Code.
(9) Non-Qualified Stock Option. Any Stock Option that is not an Incentive
Stock Option.
(10) Optionee. The recipient of a Stock Option.
(11) Plan Administrator. The board or the Committee designated by the Board
pursuant to Section 4 to administer and interpret the terms of the
Plan.
(12) Stock Option. Any option to purchase shares of Common Stock granted
pursuant to Section 7.
4. ADMINISTRATION OF THE PLAN
This Plan shall be administered by the Board of Directors or by a Compensation
Committee (hereinafter the "Committee") composed of members selected by, and
serving at the pleasure of, the Board of Directors (the "Plan Administrator").
Subject to the provisions of the Plan, the Plan Administrator shall have
authority to construe and interpret the Plan, to promulgate, amend, and rescind
rules and regulations relating to its administration, to select, from time to
time, among the eligible employees and non-employee consultants (as determined
pursuant to Section 5) of the Company and its subsidiaries those employees and
consultants to whom Stock Options will be granted, to determine the duration and
manner of the grant of the Options, to determine the exercise price, the number
of shares and other terms covered by the Stock Options, to determine the
duration and purpose of leaves of absence which may be granted to Stock Option
holders
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without constituting termination of their employment for purposes of the Plan,
and to make all of the determinations necessary or advisable for administration
of the Plan. The interpretation and construction by the Plan Administrator of
any provision of the Plan, or of any agreement issued and executed under the
Plan, shall be final and binding upon all parties. No member of the Committee or
Board shall be liable for any action or determination undertaken or made in good
faith with respect to the Plan or any agreement executed pursuant to the Plan.
All of the members of the Committee shall be persons who, in the opinion of
counsel to the Company, are outside directors and "non-employee directors"
within the meaning of Rule 16b-3(b)(3)(i) promulgated by the Securities and
Exchange Commission. From time to time, the Board may increase or decrease the
size of the Committee, and add additional members to, or remove members from,
the Committee. The Committee shall act pursuant to a majority vote, or the
written consent of a majority of its members, and minutes shall be kept of all
of its meetings and copies thereof shall be provided to the Board. Subject to
the provisions of the Plan and the directions of the Board, the Committee may
establish and follow such rules and regulations for the conduct of its business
as it may deem advisable.
At the option of the Board, the entire Board of Directors of the Company may act
as the Plan Administrator during such periods of time as all members of the
Board are "outside directors" as defined in Prop. Treas. Regs. '1.162-27(e)(3),
except that this requirement shall not apply during any period of time prior to
the date the Company's Common Stock becomes registered pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended.
5. GRANT OF OPTIONS
The Company is hereby authorized to grant Incentive Stock Options as defined in
section 422 of the Code to any employee or director (including any officer or
director who is an employee) of the Company, or of any of its subsidiaries;
provided, however, that no person who owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company, or any of
its parent or subsidiary corporations, shall be eligible to receive an Incentive
Stock Option under the Plan unless at the time such Incentive Stock Option is
granted the Option price is at least 110% of the fair market value of the shares
subject to the Option, and such Option by its terms is not exercisable after the
expiration of five years from the date such Option is granted.
An employee may receive more than one Option under the Plan. Non-Employee
Directors shall be eligible to receive Non-Qualified Stock Options in the
discretion of the Plan Administrator. In addition, Non-Qualified Stock Options
may be granted to Consultants who are selected by the Plan Administrator.
6. STOCK SUBJECT TO PLAN
The stock available for grant of Options under the Plan shall be shares of the
Company's authorized but unissued, or reacquired, Common Stock. Subject to
adjustment as provided herein, the maximum aggregate number of shares of the
Company's common stock that may be optioned and sold under the Plan is 1,087,500
shares. The maximum aggregate number of shares
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of the Company's common stock that may be optioned and sold under the Plan will
be increased effective the first day of each of the Company's fiscal quarters,
beginning with the fiscal quarter commencing February 1, 2000, by an amount
equal to the lesser of:
(1) The number of shares which is equal to 15% of the outstanding shares
of the Common Stock on the first day of the applicable fiscal quarter,
less the number of shares of Common Stock which may be optioned and
sold under the Plan prior to the first day of the applicable fiscal
quarter; and
(2) a lesser number of shares of Common Stock determined by the board of
directors of the Company.
The maximum number of shares for which an Option may be granted to any Optionee
during any calendar year shall not exceed three percent (3%) of the issued and
outstanding common shares of the Company. In the event that any outstanding
Option under the Plan for any reason expires or is terminated, the shares of
Common Stock allocable to the unexercised portion of the Option shall again be
available for Options under the Plan as if no Option had been granted with
regard to such shares.
7. TERMS AND CONDITIONS OF OPTIONS
Options granted under the Plan shall be evidenced by agreements (which need not
be identical) in such form and containing such provisions that are consistent
with the Plan as the Plan Administrator shall from time to time approve. Such
agreements may incorporate all or any of the terms hereof by reference and shall
comply with and be subject to the following terms and conditions:
(1) Number of Shares. Each Option agreement shall specify the number of
shares subject to the Option.
(2) Option Price. The purchase price for the shares subject to any Option
shall be determined by the Plan Administrator at the time of the
grant, but shall not be less than 85% of Fair Market Value per share.
Anything to the contrary notwithstanding, the purchase price for the
shares subject to any Incentive Stock Option shall not be less than
100% of the Fair Market Value of the shares of Common Stock of the
Company on the date the Stock Option is granted. In the case of any
Incentive Stock Option granted to an employee who owns stock
possessing more than 10% of the total combined voting power of all
classes of stock of the Company, or any of its parent or subsidiary
corporations, the Option price shall not be less than 110% of the Fair
Market Value per share of the Common Stock of the Company on the date
the Option is granted. For purposes of determining the stock ownership
of an employee, the attribution rules of Section 424(d) of the Code
shall apply.
(3) Notice and Payment. Any exercisable portion of a Stock Option may be
exercised only by: (a) delivery of a written notice to the Company
prior to the time when
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such Stock Option becomes unexercisable herein, stating the number of
shares bring purchased and complying with all applicable rules
established by the Plan Administrator; (b) payment in full of the
exercise price of such Option by, as applicable, delivery of: (i) cash
or check for an amount equal to the aggregate Stock Option exercise
price for the number of shares being purchased, (ii) in the discretion
of the Plan Administrator, upon such terms as the Plan Administrator
shall approve, a copy of instructions to a broker directing such
broker to sell the Common Stock for which such Option is exercised,
and to remit to the Company the aggregate exercise price of such Stock
Option (a "cashless exercise"), or (iii) in the discretion of the Plan
Administrator, upon such terms as the Plan Administrator shall
approve, shares of the Company's Common Stock owned by the Optionee,
duly endorsed for transfer to the Company, with a Fair Market Value on
the date of delivery equal to the aggregate purchase price of the
shares with respect to which such Stock Option or portion is thereby
exercised (a "stock-for-stock exercise"); (c) payment of the amount of
tax required to be withheld (if any) by the Company, or any parent or
subsidiary corporation as a result of the exercise of a Stock Option.
At the discretion of the Plan Administrator, upon such terms as the
Plan Administrator shall approve, the Optionee may pay all or a
portion of the tax withholding by: (i) cash or check payable to the
Company, (ii) a cashless exercise, (iii) a stock-for-stock exercise,
or (iv) a combination of one or more of the foregoing payment methods;
and (d) delivery of a written notice to the Company requesting that
the Company direct the transfer agent to issue to the Optionee (or his
designee) a certificate for the number of shares of Common Stock for
which the Option was exercised or, in the case of a cashless exercise,
for any shares that were not sold in the cashless exercise.
Notwithstanding the foregoing, the Company, in its sole discretion,
may extend and maintain, or arrange for the extension and maintenance
of credit to any Optionee to finance the Optionee's purchase of shares
pursuant to the exercise of any Stock Option, on such terms as may be
approved by the Plan Administrator, subject to applicable regulations
of the Federal Reserve Board and any other laws or regulations in
effect at the time such credit is extended.
(4) Terms of Option. No Option shall be exercisable after the expiration
of the earliest of: (a) ten years after the date the Option is
granted, (b) three Months after the date the Optionee's employment
with the Company and its subsidiaries terminates, or a Non-Employee
Director or Consultant ceases to provide services to the Company, if
such termination or cessation is for any reason other than Disability
or death, (c) one year after the date the Optionee's employment with
the Company, and its subsidiaries, terminates, or a Non-Employee
Director or Consultant ceases to provide services to the Company, if
such termination or cessation is a result of death or Disability;
provided, however, that the Option agreement for any Option may
provide for shorter periods in each of the foregoing instances. In the
case of an Incentive Stock Option granted to an employee who owns
stock possessing more than 10% of the total combined voting power of
all classes of stock of the Company, or any of its parent or
subsidiary corporations, the term set forth in (a) above shall not be
more than five years after the date the Option is granted.
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(5) Exercise of an Option. No Option shall be exercisable during the
lifetime of an Optionee by any person other than the Optionee. Subject
to the foregoing, the Plan Administrator shall have the power to set
the time or times within which each Option shall vest or be
exercisable and to accelerate the time or times of vesting and
exercise; provided, however each Option shall provide the right to
exercise at the rate of at least 20% per year over five years from the
date the Option is granted. Unless otherwise provided by the Plan
Administrator, each Option will not be subject to any vesting
requirements. To the extent that an Optionee has the right to exercise
an Option and purchase shares pursuant hereto, the Option may be
exercised from time to time by written notice to the Company, stating
the number of shares being purchased and accompanied by payment in
full of the exercise price for such shares.
(6) No Transfer of Option. No Option shall be transferable by an Optionee
otherwise than by will or the laws of descent and distribution.
(7) Limit on Incentive Stock Option. The aggregate Fair Market Value
(determined at the time the Option is granted) of the stock with
respect to which an Incentive Stock Option is granted and exercisable
for the first time by an Optionee during any calendar year (under all
Incentive Stock Option plans of the Company and its subsidiaries)
shall not exceed $100,000. To the extent the aggregate Fair Market
Value (determined at the time the Stock Option is granted) of the
Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by an Optionee during any calendar year
(under all Incentive Stock Option plans of the Company and any parent
or subsidiary corporations) exceeds $100,000, such Stock Options shall
be treated as Non-Qualified Stock Options. The determination of which
Stock Options shall be treated as Non-Qualified Stock Options shall be
made by taking Stock Options into account in the Order in which they
were granted.
(8) Restriction on Issuance of Shares. The issuance of Options and shares
shall be subject to compliance with all of the applicable requirements
of law with respect to the issuance and sale of securities, including,
without limitation, any required qualification under state securities
laws. If an Optionee acquires shares of Common Stock pursuant to the
exercise of an Option, the Plan Administrator, in its sole discretion,
may require as a condition of issuance of shares covered by the Option
that the shares of Common Stock be subject to restrictions on
transfer. The Company may place a legend on the share certificates
reflecting the fact that they are subject to restrictions on transfer
pursuant to the terms of this Section. In addition, the Optionee may
be required to execute a buy-sell agreement in favor of the Company or
its designee with respect to all or any of the shares so acquired. In
such event, the terms of any such agreement shall apply to the
optioned shares.
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(9) Investment Representation. Any Optionee may be required, as a
condition of issuance of shares covered by his or her Option, to
represent that the shares to be acquired pursuant to exercise will be
acquired for investment and without a view toward distribution
thereof, and in such case, the Company may place a legend on the share
certificate(s) evidencing the fact that they were acquired for
investment and cannot be sold or transferred unless registered under
the Securities Act of 1933, as amended, or unless counsel for the
Company is satisfied that the circumstances of the proposed transfer
do not require such registration.
(10) Rights as a Shareholder or Employee. An Optionee or transferee of an
Option shall have no right as a stockholder of the Company with
respect to any shares covered by any Option until the date of the
issuance of a share certificate for such shares. No adjustment shall
be made for dividends (Ordinary or extraordinary, whether cash,
securities, or other property), or distributions or other rights for
which the record date is prior to the date such share certificate is
issued, except as provided in paragraph (m) below. Nothing in the Plan
or in any Option agreement shall confer upon any employee any right to
continue in the employ of the Company or any of its subsidiaries or
interfere in any way with any right of the Company or any subsidiary
to terminate the Optionee's employment at any time.
(11) No Fractional Shares. In no event shall the Company be required to
issue fractional shares upon the exercise of an Option.
(12) Exercise in the Event of Death. In the event of the death of the
Optionee, any Option or unexercised portion thereof granted to the
Optionee, to the extent exercisable by him or her on the date of
death, may be exercised by the Optionee's personal representatives,
heirs, or legatees subject to the provisions of paragraph (d) above.
(13) Recapitalization or Reorganization of the Company. Except as otherwise
provided herein, appropriate and proportionate adjustments shall be
made (1) in the number and class of shares subject to the Plan, (2) to
the Option rights granted under the Plan, and (3) in the exercise
price of such Option rights, in the event that the number of shares of
Common Stock of the Company are increased or decreased as a result of
a stock dividend (but only on Common Stock), stock split, reverse
stock split, recapitalization, reorganization, merger, consolidation,
separation, or like change in the corporate or capital structure of
the Company. In the event there shall be any other change in the
number or kind of the outstanding shares of Common Stock of the
Company, or any stock or other securities into which such common stock
shall have been changed, or for which it shall have been exchanged,
whether by reason of a complete liquidation of the Company or a
merger, reorganization, or consolidation with any other corporation in
which the Company is not the surviving corporation, or the Company
becomes a wholly-owned subsidiary of another corporation, then if the
Plan Administrator shall, in its sole discretion, determine that such
change equitably requires an adjustment to shares of Common Stock
currently subject to Options under the
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Plan, or to prices or terms of outstanding Options, such adjustment
shall be made in accordance with such determination.
To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustment shall be made by the Plan
Administrator, the determination of which in that respect shall be
final, binding, and conclusive. No right to purchase fractional shares
shall result from any adjustment of Options pursuant to this Section.
In case of any such adjustment, the shares subject to the Option shall
he rounded down to the nearest whole share. Notice of any adjustment
shall be given by the Company to each Optionee whose Options shall
have been so adjusted and such adjustment (whether or not notice is
given) shall be effective and binding for all purposes of the Plan.
In the event of a complete liquidation of the Company or a merger,
reorganization, or consolidation of the Company with any other
corporation in which the Company is not the surviving corporation, or
the Company becomes a wholly-owned subsidiary of another corporation,
any unexercised Options granted under the Plan shall be deemed
cancelled unless the surviving corporation in any such merger,
reorganization, or consolidation elects to assume the Options under
the Plan or to issue substitute Options in place thereof; provided,
however, that notwithstanding the foregoing, if such Options would be
cancelled in accordance with the foregoing, the Optionee shall have
the right exercisable during a ten-day period ending on the fifth day
prior to such liquidation, merger, or consolidation to exercise such
Option in whole or in part without regard to any installment exercise
provisions in the Option agreement.
(14) Modification, Extension and Renewal of Options. Subject to the terms
and conditions and within the limitations of the Plan, the Plan
Administrator may modify, extend or renew outstanding options granted
under the Plan and accept the surrender of outstanding Options (to the
extent not theretofore exercised). The Plan Administrator shall not,
however, without the approval of the Board, modify any outstanding
Incentive Stock Option in any manner that would cause the Option not
to qualify as an Incentive Stock Option within the meaning of Section
422 of the Code. Notwithstanding the foregoing, no modification of an
Option shall, without the consent of the Optionee, alter or impair any
rights of the Optionee under the Option.
(15) Other Provisions. Each Option may contain such other terms,
provisions, and conditions not inconsistent with the Plan as may be
determined by the Plan Administrator.
8. TERMINATION OR AMENDMENT OF THE PLAN
The Board may at any time terminate or amend the Plan; provided that, without
approval of the holders of a majority of the shares of Common Stock of the
Company represented and voting at a
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duly held meeting at which a quorum is present or the written consent of a
majority of the outstanding shares of Common Stock, there shall be (except by
operation of the provisions of paragraph (m) above) no increase in the total
number of shares covered by the Plan, no change in the class of persons eligible
to receive options granted under the Plan, no reduction in the exercise price of
Options granted under the Plan, and no extension of the latest date upon which
Options may be exercised; and provided further that, without the consent of the
Optionee, no amendment may adversely affect any then outstanding Option or any
unexercised portion thereof.
9. INDEMNIFICATION
In addition to such other rights of indemnification as they may have as members
of the Board Committee that administers the Plan, the members of the Plan
Administrator shall be indemnified by the Company against reasonable expense,
including attorney's fees, actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein to which they, or any of them, may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Option
granted thereunder, and against any and all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company). In addition, such members shall be indemnified by the
Company for any amount paid by them in satisfaction of a judgment in any action,
suit, or proceeding, except in relation to matters as to which it shall have
been adjudged that such member is liable for negligence or misconduct in the
performance of his or her duties, provided however that within 60 days after
institution of any such action, suit, or proceeding, the member shall in writing
offer the Company the opportunity, at its own expense, to handle and defend the
same.
10. EFFECTIVE DATE AND TERM OF THE PLAN
This Plan shall become effective (the "Effective Date") on the date of adoption
by the board of directors. Options granted under the Plan prior to shareholder
approval are subject to cancellation by the Plan Administrator if shareholder
approval is not obtained within 12 months of the date of adoption. Unless sooner
terminated by the Board in its sole discretion, this Plan will expire on January
17, 2010.
IN WITNESS WHEREOF, the Company by its duly authorized officer, has caused this
Plan to be executed as of the 17th day of January, 2000.
WORLDBID CORPORATION
/s/ Logan Anderson
Logan Anderson
President
