EXHIBIT 1
TXON INTERNATIONAL DEVELOPMENT CORPORATION
Year 2000 Non-Qualified Stock Option Plan
TXON International Development Corporation, a Nevada corporation (the
Company"), hereby adopts this Year 2000 Non-Qualified Stock Option Plan
(the"Plan"), this 27th day of May, 2000, under which options to acquire stock
of the Company may be granted from time to time to employees and consultants
of the Company or its subsidiaries. In addition, at the discretion of the
board of directors, options to acquire stock of the Company may from time to
time be granted under this Plan to other individuals who contribute to the
success of the Company or its subsidiaries and are not employees of the
Company, all on the terms and conditions set forth herein.
1. PURPOSE OF THE PLAN. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assisting in the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. It is designed
to aid the Company in retaining the services of executives and employees and
in attracting new personnel when needed for future operations and growth and
to provide such personnel with an incentive to remain employees of the Company
to use their best efforts to promote the success of the Company's business,
and to provide them with an opportunity to obtain or increase a proprietary
interest in the Company. It is also designed to permit the Company to reward
those individuals who are not employees of the Company but who are perceived
by management as having contributed to the success of the Company or who are
important to the continued business and operations of the Company. The above
aims will be effectuated through the granting of options ("Options") to
purchase shares of common stock of the Company, par value $0.10 per share (the
"Stock"), subject to the terms and conditions of this Plan.
2. EFFECTIVE DATE. The Plan shall become effective immediately on adoption by
the board of directors of the Company (the "Board").
3. ADMINISTRATION OF THE PLAN. Administration of the Plan shall be by the
Board. Subject to compliance with applicable provisions of the governing law,
the Board may delegate administration of the Plan or specific administrative
duties with respect to the Plan, on such terms and to such committees of the
Board as it deems proper; provided however, that if less than the entire Board
is administering the Plan or grants under the Plan, action may be taken only
by a committee of two or more "disinterested directors" as that term is
defined in Rule 16b-3, and the regulations and releases thereunder all as
promulgated by the Securities and Exchange Commission under authority of the
Exchange Act of 1934, as amended. Any Option approved by the Board shall be
approved by a majority vote of those members of the Board in attendance at a
meeting at which a quorum is present. Any Option approved by a committee
designated by the Board shall be approved as specified by the Board at the
time of delegation. The interpretation and construction of the terms of the
Plan by the Board or a duly authorized committee shall be final and binding on
all participants in the Plan absent a showing of demonstrable error. No member
of the Board or duly authorized committee shall be liable for any action taken
or determination made in good faith with respect to the Plan.
4. SHARES OF STOCK SUBJECT TO THE PLAN. A total of One Million (1,000,000)
shares of Stock may be subject to, or issued pursuant to, Options granted
under the terms of this Plan. Any shares subject to an Option under the Plan,
which Option for any reason expires or is forfeited, terminated, or
surrendered unexercised as to such shares, shall be added back to the total
number of shares reserved for issuance under the terms of this Plan, and if
any right to acquire Stock granted under the Plan is exercised by the delivery
of shares of Stock or the relinquishment of rights to shares of Stock, only
the net shares of Stock issued (the shares of Stock issued less the shares of
Stock surrendered) shall count against the total number of shares reserved for
issuance under the terms of this Plan.
5. RESERVATION OF STOCK ON GRANTING OF OPTION. At the time of granting any
Option under the terms of this Plan, there will be reserved for issuance on
the exercise of the Option the number of shares of Stock of the Company
subject to such Option. The Company may reserve either authorized but unissued
shares or issued shares that have been reacquired by the Company.
6. ELIGIBILITY. Options under the Plan may be granted to employees, including
officers, and directors of the Company or its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the
Company, but performed bona fide services to the Company, as may be deemed in
the best interest of the Company by the Board or a duly authorized committee.
Such Options shall be in the amounts, and shall have the rights and be subject
to the restrictions, as may be determined by the Board or a duly authorized
committee, all as may be within the general provisions of this Plan.
7. TERM OF OPTIONS AND CERTAIN LIMITATIONS ON RIGHT TO EXERCISE.
(a) Each Option shall have the term established by the Board or duly
authorized committee at the time the Option is granted but in no event may an
Option have a term in excess of five (5) years.
(b) The term of the Option, once it is granted, may be reduced only as
provided for in this Plan and under the written provisions of the Option.
(c) Unless otherwise specifically provided by the written provisions of the
Option, no holder or his or her legal representative, legatee, or distributee
will be, or shall be deemed to be, a holder of any shares subject to an Option
unless and until the holder exercises his or her right to acquire all or a
portion of the Stock subject to the option and delivers
the required consideration to the Company in accordance with the terms of this
Plan and then only to the extent of the number of shares of Stock acquired.
Except as specifically provided in this Plan or as otherwise specifically
provided by the written provisions of the Option, no adjustment to the
exercise price or the number of shares of Stock subject to the Option shall be
made for dividends or other rights for which the record date is prior to the
date the Stock subject to the Option is acquired by the holder.
(d) Options under the Plan shall vest and become exercisable at such time or
times and on such terms as the Board or a duly authorized committee may
determine at the time of the grant of the Option.
(e) Options granted under the Plan shall contain such other provisions,
including, without limitation, further restrictions on the vesting and
exercise of the Option, as the Board or a duly authorized committee shall deem
advisable.
(f) In no event may an Option be exercised after the expiration of its term.
8. EXERCISE PRICE. The exercise price of each Option issued under the Plan
shall be determined by the Board or a duly authorized committee on the date of
grant.
9.PAYMENT OF EXERCISE PRICE. The exercise of any Option shall be contingent on
receipt by the company of cash, certified bank check to its order, or other
consideration acceptable to the Company; provided, that at the discretion of
the Board or a duly authorized committee, the written provisions of the Option
may provide that payment can be made in whole or in part in shares of Stock of
the Company, which Stock shall be valued at its then fair market value as
determined by the Board or a duly authorized committee, or by the surrender or
cancellation of other rights to Stock of the Company. Any consideration
approved by the Board or a duly authorized committee, that calls for the
payment of the exercise price over a period of more than one year shall
provide for interest, which shall not be included as part of the exercise
price, that is equal to or exceeds the imputed interest provided for in
section 483 of the Code or any amendment or successor section of like tenor.
10. WITHHOLDING. If the grant or exercise of an Option pursuant to this Plan
is subject to withholding or other trust fund payment requirements of the Code
or applicable state or local laws, such requirements may, at the discretion of
the Board or a duly authorized committee and to the extent permitted by the
terms of the Option and the then governing provisions of the Code and the
Exchange Act, be met (i) by the holder of the Option either delivering shares
of Stock or canceling Options or other rights to acquire Stock with a fair
market value equal to such requirements; (ii) by the Company withholding
shares of Stock subject to the Option with a fair market value equal to such
requirements; or (iii) by the Company making such withholding or other trust
fund payment and the Option holder reimbursing the Company such amount paid
within 10 days after written demand therefor from the Company.
11. DILUTION OR OTHER ADJUSTMENT. In the event that the number of shares of
Stock of the Company from time to time issued and outstanding is increased
pursuant to a stock split or a stock dividend, the number of shares of Stock
then covered by each outstanding Option granted hereunder shall be increased
proportionately, with no increase in the total purchase price of the shares
then so covered, and the number of shares of Stock subject to the Plan shall
be increased by the same proportion. In the event that the number of shares of
Stock of the Company from time to time issued and outstanding is reduced by a
combination or consolidation of shares, the number of shares of Stock then
covered by each outstanding Option granted hereunder shall be reduced
proportionately, with no reduction in the total purchase price of the shares
then so covered, and the number of shares of Stock subject to the Plan shall
be reduced by the same proportion. In the event that the Company should
transfer assets to another corporation and distribute the stock of such other
corporation without the surrender of Stock of the Company, and if such
distribution is not taxable as a dividend and no gain or loss is recognized by
reason of section 355 of the Code or any amendment or successor statute of
like tenor, then the total purchase price of the Stock then covered by each
outstanding Option shall be reduced by an amount that bears the same ratio to
the total purchase price then in effect as the market value of the stock
distributed in respect of a share of the Stock of the Company, immediately
following the distribution, bears to the aggregate of the market value at such
time of a share of the Stock of the Company plus the stock distributed in
respect thereof. In the event that the Company distributes the stock of a
subsidiary to its shareholders, makes a distribution of a major portion of its
assets, or otherwise distributes significant portion of the value of its
issued and outstanding Stock to its shareholders, the number of shares then
subject to each outstanding Option and the Plan, or the exercise price of each
outstanding Option, may be adjusted in the reasonable discretion of the Board
or a duly authorized committee. All such adjustments shall be made by the
Board or duly authorized committee, whose determination upon the same, absent
demonstrable error, shall be final and binding on all participants under the
Plan. No fractional shares shall be issued, and any fractional shares
resulting from the computations pursuant to this section shall be eliminated
from the respective Option. No adjustment shall be made for cash dividends,
for the issuance of additional shares of Stock for consideration approved by
the Board, or for the issuance to stockholders of rights to subscribe for
additional Stock or other securities.
12. OPTIONS TO FOREIGN NATIONALS. The Board or a duly authorized committee
may, in order to fulfill the purposes of this Plan and without amending the
Plan, grant Options to foreign nationals or individuals residing in foreign
countries that contain provisions, restrictions, and limitations different
from those set forth in this Plan and the Options made to United States
residents in order to recognize differences among the countries in law, tax
policy, and custom. Such grants shall be made in an attempt to provide such
individuals with essentially the same benefits as contemplated by a grant to
United States residents under the terms of this Plan.
13. ASSIGNMENT. No Option granted under this Plan shall be transferable other
than by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined in the Code. Except as permitted
by the foregoing, each Option granted under the Plan and the rights and
privileges thereby conferred shall not be transferred, assigned, pledged, or
hypothecated in any way (whether by operation of law or otherwise), and shall
not be subject to execution, attachment, or similar process. On any attempt to
transfer, assign, pledge, hypothecate, or otherwise dispose of the Option, or
of any right or privilege conferred thereby, contrary to the provisions
thereof, or on the levy of any attachment or similar process on such rights
and privileges, the Option and such rights and privileges shall immediately
become null and void.
14. EFFECT OF TERMINATION OF EMPLOYMENT. In the event that any holder is
terminated or resigns from his or her position with the Company or a
subsidiary within six months of the grant of an award any unexercised portion
of such Option shall immediately become null and void and such holder shall
have no further rights thereunder. In the event that any officer or employee
of the Company or a subsidiary is terminated at any time for, in the
determination of the Board or a duly authorized committee, gross negligence in
the performance of his or her duties, substantial failure to meet written
standards established by the Company for the performance of his or her duties,
criminal misconduct, or willful or gross misconduct in the performance of his
or her duties, the Board or a duly authorized committee may cancel any and all
rights such individual may have in the unexercised portion of any Option held
at the time of termination. The Board duly authorized committee may, at the
time of the grant of the Option, establish any other restrictions on the
exercise of such Option subsequent to the termination or resignation of any
individual that it deems appropriate. The foregoing paragraph shall not apply
to consultants who are issued options.
15. LISTING AND REGISTRATION OF SHARES. Each Option shall be subject to the
requirement that if at any time the Board shall determine, in its sole
discretion, that it is necessary or desirable to list, register, or qualify
the shares covered thereby on any securities exchange or under any state or
federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not
be exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any
conditions not acceptable to the Board.
16. EXPIRATION AND TERMINATION OF THE PLAN. The Plan may be abandoned or
terminated at any time by the Board or a duly authorized committee except with
respect to any Options then outstanding under the Plan. The Plan shall
otherwise terminate on the earlier of the date that is: (1) ton years after
the date the Plan is adopted by the Board; or (ii) ten years after the date
the Plan is approved by the shareholders of the Company.
17. FORM OF OPTIONS. Options granted under the Plan shall be represented by a
written agreement which shall be executed by the Company and the holder and
which shall contain such terms and conditions as may be determined by the
Board or a duly authorized committee and permitted under the terms of this
Plan.
18. NO RIGHT OF EMPLOYMENT. Nothing contained in this Plan or any Option
awarded pursuant to this Plan shall be construed as conferring on a director,
officer, or employee any right to continue or remain as a director, officer,
or employee of the Company or its subsidiaries.
19. AMENDMENT OF THE PLAN. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations
promulgated thereunder. Subject to the foregoing and the limitations, the
Board or a duly authorized committee may modify and amend the Plan in any
respect.
TXON International Development Corporation
/s/ Richard A. Ford
____________________________
Richard A. Ford Chairman/President
ATTEST:
The undersigned hereby attests to this TXON International Development
Corporation Year 2000 Non-Qualified Stock Option Plan.
TXON International Development Corporation
/s/ Jeanie Hildebrand
_____________________________
Jeanie Hildebrand Secretary
