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EXHIBIT 10.1
CHINA WORLD TRADE CORPORATION
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2000 STOCK OPTION PLAN
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1. Establishment, Purpose and Definitions.
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(a) The 2000 Stock Option Plan (the "Plan") of China World Trade
Corporation, a Nevada corporation (the "Company"), is hereby adopted. The Plan
shall provide for the issuance of incentive stock options ("ISOs") and
nonqualified stock options ("NSOs") to purchase the Stock of the Company.
(b) The purpose of this Plan is to promote the long-term success of
the Company by attracting, motivating and retaining directors, officers and key
employees and consultants of the Company and its Affiliates (the "Participants")
through the use of competitive long-term incentives which are tied to
shareholder value. The Plan seeks to balance Participants' and shareholder
interests by providing incentives to the Participants in the form of stock
options which offer rewards for achieving the long-term strategic and financial
objectives of the Company.
(c) The Plan is intended to provide a means whereby Participants may
be given an opportunity to purchase shares of Stock of the Company pursuant to
(i) options which may qualify as ISOs under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Internal Revenue Code"), or (ii) NSOs which may
not so qualify.
(d) The term "Affiliates" as used in this Plan means, in the case of
an ISO, parent or subsidiary corporations, as defined in Section 424(e) and (f)
of the Code (but substituting "the Company" for "employer corporation"),
including parents or subsidiaries which become such after adoption of the Plan,
and in all other cases, any entity which is controlled by or which controls the
Company.
2. Administration of the Plan.
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(a) The Plan shall be administered by the Board of Directors (the
"Board") or such other committee appointed by the Board to administer the Plan
(the "Committee") or in the absence of a Committee, by the Board acting in such
capacity, in which case reference herein to the Committee shall mean the Board.
(b) The Committee may from time to time determine which Participants
(each an "option holder") shall be granted options under the Plan, the terms
thereof (including without limitation determining whether the option is an ISO
and the times at which the options shall become exercisable), and the number of
shares of Common Stock for which an option or options may be granted.
(c) If rights of the Company to repurchase Stock are imposed, the
Board or the Committee may, in its sole discretion, accelerate, in whole or in
part, the time for lapsing of any rights of the Company to repurchase shares of
such Stock or forfeiture restrictions.
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(d) If rights of the Company to repurchase Stock are imposed, the
certificates evidencing such shares of Stock awarded hereunder, although issued
in the name of the option holder concerned, shall be held by the Company or a
third party designated by the Committee in escrow subject to delivery to the
option holder or to the Company at such times and in such amounts as shall be
directed by the Board under the terms of this Plan. Share certificates
representing Stock which is subject to repurchase rights shall have imprinted or
typed thereon a legend or legends summarizing or referring to the repurchase
rights.
(e) The Board or the Committee shall have the sole authority, in its
absolute discretion, to adopt, amend and rescind such rules and regulations,
consistent with the provisions of the Plan, as, in its opinion, may be advisable
in the administration of the Plan, to construe and interpret the Plan, the rules
and regulations, and the instruments evidencing options granted under the Plan
and to make all other determinations deemed necessary or advisable for the
administration of the Plan. All decisions, determinations and interpretations
of the Committee shall be binding on all option holders under the Plan.
3. Stock Subject to the Plan.
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(a) "Stock" shall mean the Common Stock of the Company or such stock
as may be changed as contemplated by Section 3(c) below. Stock shall include
shares drawn from either the Company's authorized but unissued shares of Common
Stock or from reacquired shares of Common Stock, including without limitation
shares repurchased by the Company in the open market.
(b) Options may be granted under the Plan from time to time to
eligible persons to purchase an aggregate of up to 3,000,000 shares of Stock.
Stock options awarded pursuant to the Plan which are forfeited, terminated,
surrendered or cancelled for any reason prior to exercise shall again become
available for grants under the Plan (including any option cancelled in
accordance with the cancellation regrant provisions of Section 6(f) herein).
(c) If there shall be any change in the Stock subject to the Plan,
including Stock subject to any option granted hereunder, through merger,
consolidation, recapitalization, reorganization, reincorporation, stock split,
reverse stock split, stock dividend, combination or reclassification of the
Company's Stock or other similar events, an appropriate adjustment shall be made
by the Committee in the number of shares and/or the option price with respect to
any unexercised shares of Stock. Consistent with the foregoing, in the event
that the outstanding Stock is changed into another class or series of capital
stock of the Company, outstanding options to purchase Stock granted under the
Plan shall become options to purchase such other class or series and the
provisions of this Section 3(c) shall apply to such new class or series.
(d) The Company may grant options under the Plan in substitution for
options held by employees of another company who become employees of the Company
as a result of merger or consolidation. The Company may direct that substitute
options be granted on such terms and conditions as deemed appropriate by the
Board or the Committee.
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(e) The aggregate number of shares of Stock approved by the Plan may
not be exceeded without amending the Plan and obtaining shareholder approval
within twelve months of such amendment.
4. Eligibility.
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Persons who shall be eligible to receive stock options granted under
the Plan shall be those Participants referred to in Section 1(b) above;
provided, however, that (i) ISOs may only be granted to employees of the Company
and its Affiliates and (ii) any person holding capital stock possessing more
than 10% of the total combined voting power of all classes of capital stock of
the Company or any Affiliate shall not be eligible to receive ISOs unless the
exercise price per share of Stock is at least 110% of the fair market value of
the Stock on the date the option is granted.
5. Exercise Price for Options Granted under the Plan.
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(a) All ISOs will have option exercise prices per option share equal
to the fair market value of a share of the Stock on the date the option is
granted, except that in the case of any option granted to any person possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or any Affiliate (a "Ten Percent Stockholder") the price shall be not
less than 110% of such fair market value. The option exercise prices per option
for NSO's shall be as determined by the Committee, provided that NSO's shall
have an exercise price that is not less than 85% of such fair market value
except that the exercise price shall be 110% of such fair market value in the
case of NSO's granted to any Ten Percent Stockholder. The price of ISOs or NSOs
granted under the Plan shall be subject to adjustment to the extent provided in
Section 3(c) above.
(b) The fair market value on the date of grant shall be determined
based upon the closing price on an exchange on that day or, if the Stock is not
listed on an exchange, on the average of the closing bid and asked prices in the
Over the Counter Market on that day.
6. Terms and Conditions of Options.
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(a) Each option granted pursuant to the Plan shall be evidenced by a
written stock option agreement (the "Option Agreement") executed by the Company
and the person to whom such option is granted. The Option Agreement shall
designate whether the option is an ISO or an NSO.
(b) The term of each ISO and NSO shall be no more than 10 years,
except that the term of each ISO issued to any person possessing more than 10%
of the voting power of all classes of stock of the Company or any Affiliate
shall be no more than 5 years.
(c) In the case of ISOs, the aggregate fair market value (determined
as of the time such option is granted) of the Stock to which ISOs are
exercisable for the first time by any individual during any calendar year (under
this Plan and any other plans of the Company or its Affiliates if any) shall not
exceed the amount specified in Section 422(d) of the Internal Revenue Code, or
any successor provision in effect at the time an ISO becomes exercisable.
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(d) The Option Agreement may contain such other terms, provisions and
conditions regarding vesting, repurchase or other similar provisions as may be
determined by the Committee and not inconsistent with this Plan. If an option,
or any part thereof, is intended to qualify as an ISO, the Option Agreement
shall contain those terms and conditions which the Committee determine are
necessary to so qualify under Section 422 of the Internal Revenue Code.
(e) The Committee shall have full power and authority to extend the
period of time for which any option granted under the Plan is to remain
exercisable following the option holder's cessation of service as an employee or
consultant, including without limitation cessation as a result of death or
disability; provided, however, that in no event shall such option be exercisable
after the specified expiration date of the option term.
(f) The Committee shall have full power and authority to effect at any
time and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Plan and to grant in
substitution new options under the Plan covering the same or different numbers
of shares of Stock with the same or different exercise prices.
(g) As a condition to option grants under the Plan, the option holder
agrees to grant the Company the repurchase rights as Company may at its option
require and as may be set forth in the Option Agreement or a separate repurchase
agreement.
(h) Any option granted under the Plan may be subject to a vesting
schedule as provided in the Option Agreement and, except as provided in this
Section 6 herein, only the vested portion of such option may be exercised at any
time during the Option Period. Options shall become exercisable at the rate of
at least 20% per year over five years from the date the option is granted,
subject to reasonable conditions such as continued employment. However, in the
case of an option granted to officers, directors or consultants of the Company
or any of its Affiliates, the option may become fully exercisable, subject to
reasonable conditions such as continued employment, at any time or during any
period established by the Company or any of its Affiliates. All rights to
exercise any option shall lapse and be of no further effect whatsoever
immediately if the option holder's service as an employee is terminated for
"Cause" (as hereinafter defined). The unvested portion of the option will lapse
and be of no further effect immediately upon any termination of employment of
the option holder for any reason. Unless employment is terminated for Cause, the
right to exercise an option in the event of termination of employment, to the
extent that the Participant is otherwise entitled to exercise an option on the
date employment terminates, shall be:
(i) at least six months from the date of termination of
employment if termination was caused by death or disability;
(ii) at least 90 days from the date of termination if termination
of employment was caused by other than death or disability; and
(iii) but in no event later than the remaining term of the option.
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There shall be "Cause" for termination as set forth in any applicable
employment or consulting agreement or, in the absence of such agreement if (i)
the option holder is convicted of a felony, (ii) the option holder engages in
any fraudulent or other dishonest act to the detriment of the Company, (iii) the
option holder fails to report for work on a regular basis, except for periods of
authorized absence or bona fide illness, (iv) the option holder misappropriates
trade secrets, customer lists or other proprietary information belonging to the
Company for the option holder's own benefit or for the benefit of a competitor,
(v) the option holder engages in any willful misconduct designed to harm the
Company or its shareholders, or (vi) the option holder fails to perform properly
assigned duties with a failure to cure after 20 days notice.
(i) No fractional shares of Stock shall be issued under the Plan,
whether by initial grants or any adjustments to the Plan.
7. Use of Proceeds.
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Cash proceeds realized from the sale of Stock under the Plan shall
constitute general funds of the Company.
8. Amendment, Suspension or Termination of the Plan.
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(a) The Board may at any time suspend or terminate the Plan, and may
amend it from time to time in such respects as the Board may deem advisable
provided that (i) such amendment, suspension or termination complies with all
applicable state and federal requirements and requirements of any stock exchange
on which the Stock is then listed, including any applicable requirement that the
Plan or an amendment to the Plan be approved by the shareholders. The Plan
shall terminate on the earlier of (i) ten (10) years from April 6, 2000, (ii)
the date on which no additional shares of Stock are available for issuance under
the Plan, or (iii) ten years after the date the Plan is approved by the
Company's stockholders.
(b) No option may be granted during any suspension or after the
termination of the Plan, and no amendment, suspension or termination of the Plan
shall, without the option holder's consent, alter or impair any rights or
obligations under any option granted under the Plan.
(c) The Committee, with the consent of affected option holders, shall
have the authority to cancel any or all outstanding options under the Plan and
grant new options having an exercise price which may be higher or lower than the
exercise price of cancelled options.
9. Assignability of Options and Rights.
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(a) Subject to Subparagraph (b), no Option issued under the Plan shall
be assignable or transferable by an option holder other than by will or the laws
of descent and distribution. An Option awarded to an option holder during such
option holder's lifetime shall be exercisable only by an option holder or his or
her guardian or legal representation.
(b) Notwithstanding Subparagraph (a), in the case of an NSO, an option
holder shall be permitted to transfer the Option to the option holder's spouse,
adult lineal
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descendants, adult spouses of adult lineal descendants and trusts for the
benefit of the option holder's minor or adult lineal descendants (a "Related
Transferee") if the Option Agreement under which the Option is granted so
specifies. If the Option is transferred to a Related Transferee pursuant to the
preceding sentence, the Related Transferee shall, upon exercise of the Option,
hold the Stock subject to all the provisions of the transferor's Option
Agreement in the same manner as the transferor and shall execute and deliver to
the Company such instruments as the Company shall require to evidence the same.
10. Payment Upon Exercise.
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Payment of the purchase price upon exercise of any option or right to
purchase Stock granted under this Plan shall be made by giving the Company
written notice of such exercise, specifying the number of such shares of Stock
as to which the option is exercised. Such notice shall be accompanied by
payment of an amount equal to the Option Price of such shares of Stock. Such
payment may be (i) cash, (ii) by check drawn against sufficient funds, (iii) at
the discretion of the Committee, by delivery to the Company of the option
holder's promissory note, (iv) such other consideration as the Committee, in its
sole discretion, determines and is consistent with the Plan's purpose and
applicable law, or (v) any combination of the foregoing. Any Stock used to
exercise options to purchase Stock (including Stock withheld upon the exercise
of an option to pay the purchase price of the shares of Stock as to which the
option is exercised) shall be valued in accordance with procedures established
by the Committee. Any promissory note used to exercise options to purchase
Stock shall be a full recourse, interest-bearing obligation secured by Stock in
the Company being purchased and containing such terms as the Committee shall
determine. If a promissory note is used to exercise options the option holder
agrees to execute such further documents as the Company may deem necessary or
appropriate in connection with issuing the promissory note, perfecting a
security interest in the stock purchased with the promissory note and any
related terms the Company may propose. Such further documents may include,
without limitation, a security agreement and an assignment separate from
certificate. If accepted by the Committee in its discretion, such consideration
also may be paid through a broker-dealer sale and remittance procedure pursuant
to which the option holder (I) shall provide irrevocable written instructions to
a designated brokerage firm to effect the immediate sale of the purchased Stock
and remit to the Company, out of the sale proceeds available on the settlement
date, sufficient funds to cover the aggregate option price payable for the
purchased Stock plus all applicable Federal and State income and employment
taxes required to be withheld by the Company in connection with such purchase
and (II) shall provide written directives to the Company to deliver the
certificates for the purchased Stock directly to such brokerage firm in order to
complete the sale transaction.
11. Withholding Taxes.
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(a) Shares of Stock issued hereunder shall be delivered to an option
holder only upon payment by such person to the Company of the amount of any
withholding tax required by applicable federal, state, local or foreign law.
The Company shall not be required to issue any Stock to an option holder until
such obligations are satisfied.
(b) The Committee may, under such terms and conditions as it deems
appropriate, authorize an option holder to satisfy withholding tax obligations
under this Section
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11 by surrendering a portion of any Stock previously issued to the option holder
or by electing to have the Company withhold shares of Stock from the Stock to be
issued to the option holder, in each case having a fair market value equal to
the amount of the withholding tax required to be withheld.
12. Corporate Transactions.
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(a) For the purpose of this Section 12, a "Corporate Transaction"
shall include any of the following shareholder-approved transactions to which
the Company is a party:
(i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the State of the Company's incorporation; or
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company in liquidation or dissolution of
the Company.
(b) Upon the occurrence of a Corporate Transaction, if the surviving
corporation or the purchaser, as the case may be, does not assume the
obligations of the Company under the Plan, then irrespective of the vesting
provisions contained in individual option agreements, all outstanding options
shall become immediately exercisable in full and each option holder will be
afforded an opportunity to exercise their options prior to the consummation of
the merger or sale transaction so that they can participate on a pro rata basis
in the transaction based upon the number of shares of Stock purchased by them on
exercise of options if they so desire. To the extent that the Plan is
unaffected and assumed by the successor corporation or its parent company a
Corporate Transaction will have no effect on outstanding options and the options
shall continue in effect according to their terms.
(c) Each outstanding option under this Plan which is assumed in
connection with the Corporate Transaction or is otherwise to continue in effect
shall be appropriately adjusted, immediately after such Corporate Transaction,
to apply and pertain to the number and class of securities which would have been
issued to the option holder in connection with the consummation of such
Corporate Transaction had such person exercised the option immediately prior to
such Corporate Transaction. Appropriate adjustments shall also be made to the
option price payable per share, provided the aggregate option price payable for
such securities shall remain the same. In addition, the class and number of
securities available for issuance under this Plan following the consummation of
the Corporate Transaction shall be appropriately adjusted.
(d) The grant of options under this Plan shall in no way affect the
right of the Company to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
13. Loans or Guarantee of Loans.
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(a) The Committee may, in its discretion, assist any option holder in
the exercise of options granted under this Plan, including the satisfaction of
any income and employment tax obligations arising therefrom by (i) authorizing
the extension of a loan from the
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Company to such option holder, (ii) permitting the option holder to pay the
exercise price for the Stock in installments over a period of years or (iii)
authorizing a guarantee by the Company of a third party loan to the option
holder. The terms of any loan, installment method of payment or guarantee
(including the interest rate and terms of repayment) will be upon such terms as
the Committee specifies in the applicable option or issuance agreement or
otherwise deems appropriate under the circumstances. Loans, installment payments
and guarantees may be granted with or without security or collateral (other than
to option holders who are not employees, in which event the loan must be
adequately secured by collateral other than the purchased Stock). However, the
maximum credit available to the option holder may not exceed the exercise or
purchase price of the acquired shares of Stock plus any Federal and State income
and employment tax liability incurred by the option holder in connection with
the acquisition of such shares of Stock.
(b) The Committee may, in its absolute discretion, determine that one
or more loans extended under this financial assistance program shall be subject
to forgiveness by the Company in whole or in part upon such terms and conditions
as the Committee may deem appropriate.
14. Regulatory Approvals.
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The obligation of the Company with respect to Stock issued under the
Plan shall be subject to all applicable laws, rules and regulations and such
approvals by any governmental agencies or stock exchanges as may be required.
The Company reserves the right to restrict, in whole or in part, the delivery of
Stock under the Plan until such time as any legal requirements or regulations
have been met relating to the issuance of Stock, to their registration or
qualification under the Securities Exchange Act of 1934, if applicable, or any
applicable state securities laws, or to their listing on any stock exchange at
which time such listing may be applicable.
15. No Employment/Service Rights.
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Neither the action of the Company in establishing this Plan, nor any
action taken by the Board or the Committee hereunder, nor any provision of this
Plan shall be construed so as to grant any individual the right to remain in the
employ or service of the Company (or any parent, subsidiary or affiliated
corporation) for any period of specific duration, and the Company (or any
parent, subsidiary or affiliated corporation retaining the services of such
individual) may terminate or change the terms of such individual's employment or
service at any time and for any reason, with or without cause.
16. Miscellaneous Provisions.
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(a) The provisions of this Plan shall be governed by the laws of the
State of California, as such laws are applied to contracts entered into and
performed in such State, without regard to its rules concerning conflicts of
law.
(b) The provisions of this Plan shall inure to the benefit of, and be
binding upon, the Company and its successors or assigns, whether by Corporate
Transaction or otherwise, and the option holders, the legal representatives of
their respective estates, their respective heirs or legatees and their permitted
assignees.
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(c) The option holders shall have no dividend rights, voting rights or
any other rights as a shareholder with respect to any options under the Plan
prior to the issuance of a stock certificate for such Stock.
(d) With respect to grants to non-U.S. residents, options may be
granted hereunder which may vary from the terms of the Plan but which are
consistent with the terms hereof to the extent necessary or appropriate to
comply with foreign laws including but not limited to tax laws.
(e) Any option exercised before shareholder approval is obtained shall
be rescinded if stockholder approval is not obtained within 12 months before or
after the Plan. Such shares shall not be counted in determining whether such
approval is obtained.
(f) The Company shall provide annual financial statements of the
Company to each Participant holding an outstanding option under the Plan.
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