EXHIBIT 10.1
DIGITAL BRIDGE, INC.
2000 STOCK INCENTIVE PLAN
ADOPTED EFFECTIVE OCTOBER 23, 2000
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TABLE OF CONTENTS
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ARTICLE 1. PURPOSE OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . ii
ARTICLE 2. EFFECTIVE DATE AND TERM OF PLAN . . . . . . . . . . . . . . . . . ii
2.1 TERM OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . .ii
2.2 EFFECT ON AWARDS . . . . . . . . . . . . . . . . . . . . . . . . .ii
2.3 STOCKHOLDER APPROVAL . . . . . . . . . . . . . . . . . . . . . . .ii
ARTICLE 3. SHARES SUBJECT TO PLAN
3.1 RESERVED NUMBER OF SHARES . . . . . . . . . . . . . . . . . . . . ii
3.2 SOURCE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . .ii
3.3 AVAILABILITY OF UNUSED SHARES . . . . . . . . . . . . . . . . . . ii
3.4 ADJUSTMENT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . ii
3.5 SUBSTITUTE AWARDS . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 4. ADMINISTRATION OF PLAN
4.1 ADMINISTERING BODY . . . . . . . . . . . . . . . . . . . . . . . .3
4.2 AUTHORITY OF ADMINISTERING BODY . . . . . . . . . . . . . . . . . 4
4.3 ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.4 NO LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . .4
4.5 AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
4.6 OTHER COMPENSATION PLANS . . . . . . . . . . . . . . . . . . . . .5
4.7 PLAN BINDING ON SUCCESSORS . . . . . . . . . . . . . . . . . . . .5
4.8 REFERENCES TO SUCCESSOR STATUTES, REGULATIONS AND RULES . . . . . 5
4.9 ISSUANCES FOR COMPENSATION PURPOSES ONLY . . . . . . . . . . . . .5
4.10 INVALID PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . .5
4.11 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 5. GENERAL AWARD PROVISIONS
5.1 PARTICIPATION IN THE PLAN . . . . . . . . . . . . . . . . . . . . 5
5.2 AWARD AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . .5
5.3 EXERCISE OF AWARDS . . . . . . . . . . . . . . . . . . . . . . . .6
5.4 PAYMENT FOR AWARDS . . . . . . . . . . . . . . . . . . . . . . . .6
5.5 NO EMPLOYMENT OR OTHER CONTINUING RIGHTS . . . . . . . . . . . . .6
5.6 RESTRICTIONS UNDER APPLICABLE LAWS AND REGULATIONS . . . . . . . .7
5.7 ADDITIONAL CONDITIONS . . . . . . . . . . . . . . . . . . . . . . 7
5.8 NO PRIVILEGES OF STOCK OWNERSHIP . . . . . . . . . . . . . . . . .8
5.9 NON-TRANSFERABLE . . . . . . . . . . . . . . . . . . . . . . . . .8
5.10 INFORMATION TO RECIPIENTS . . . . . . . . . . . . . . . . . . . . 8
5.11 WITHHOLDING TAXES . . . . . . . . . . . . . . . . . . . . . . . . 9
5.12 LEGENDS ON COMMON STOCK CERTIFICATES . . . . . . . . . . . . . . .9
5.13 EFFECT OF TERMINATION OF EMPLOYMENT ON AWARDS-EMPLOYEES ONLY . . .9
5.14 EFFECT OF TERMINATION OF ENGAGEMENT ON AWARDS-NON-EMPLOYEES ONLY 10
5.15 TRANSFER; LEAVE OF ABSENCE . . . . . . . . . . . . . . . . . . . .10
5.16 LIMITS ON AWARDS TO CERTAIN ELIGIBLE PERSONS . . . . . . . . . . .10
ARTICLE 6. STOCK OPTIONS
6.1 NATURE OF STOCK OPTIONS . . . . . . . . . . . . . . . . . . . . . 10
6.2 OPTION EXERCISE PRICE . . . . . . . . . . . . . . . . . . . . . . 11
6.3 OPTION PERIOD AND VESTING . . . . . . . . . . . . . . . . . . . . 11
6.4 SPECIAL PROVISIONS REGARDING INCENTIVE STOCK OPTIONS . . . . . . .11
6.6 RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .11
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2000 STOCK INCENTIVE PLAN (DIGITAL BRIDGE, INC.)
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ARTICLE 7. RESTRICTED STOCK AWARDS
7.1 NATURE OF RESTRICTED STOCK AWARDS . . . . . . . . . . . . . . . . 11
7.2 RIGHTS AS A STOCKHOLDER . . . . . . . . . . . . . . . . . . . . . 12
7.3 RESTRICTIONS ERROR! BOOKMARK NOT DEFINED. . . . . . . . . . . . .12
7.4 REPURCHASE OF RESTRICTED STOCK . . . . . . . . . . . . . . . . . .12
7.5 ESCROWS ERROR! BOOKMARK NOT DEFINED. . . . . . . . . . . . . . . 12
7.6 VESTING OF RESTRICTED STOCK . . . . . . . . . . . . . . . . . . . 12
7.7 WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS . . . . . . . . . .12
ARTICLE 8. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
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DIGITAL BRIDGE, INC.
2000 STOCK INCENTIVE PLAN
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1. PURPOSE OF PLAN
The Company adopted this Plan to promote the interests of the Company, its
Affiliated Entities and their respective stockholders by using investment
interests in the Company to attract, retain and motivate management and other
persons, including officers, directors, employees and certain consultants of the
Company and the Affiliated Entities to encourage and reward such persons'
contributions to the performance of the Company and to align their interests
with the interests of the Company's stockholders. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in Article 8.
2. EFFECTIVE DATE AND TERM OF PLAN
4.3 TERM OF PLAN. This Plan became effective as of the Effective Date and
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shall continue in effect until the Expiration Date, at which time this Plan
shall automatically terminate.
4.3 EFFECT ON AWARDS. Awards may be granted during the Plan Term, but no
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Awards may be granted after the Plan Term. Notwithstanding the foregoing, each
Award properly granted under this Plan during the Plan Term shall remain in
effect after termination of this Plan until such Award has been exercised,
terminated or expired, as applicable, in accordance with its terms and the terms
of this Plan.
4.3 STOCKHOLDER APPROVAL. This Plan shall be approved by the Company's
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stockholders within twelve (12) months after the Effective Date. The
effectiveness of any Awards granted prior to such stockholder approval shall be
specifically subject to, and conditioned upon, such stockholder approval.
3. SHARES SUBJECT TO PLAN
4.3 RESERVED NUMBER OF SHARES. The maximum number of shares of Common Stock
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reserved and available for issuance under this Plan shall be three million
(3,000,000), subject to adjustment as set forth in Section 3.4.
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4.3 SOURCE OF SHARES. The Common Stock to be issued under this Plan will be
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made available, at the discretion of the Board, either from authorized but
unissued shares of Common Stock or from previously issued shares of Common Stock
reacquired by the Company, including shares purchased on the open market.
4.3 AVAILABILITY OF UNUSED SHARES. Shares of Common Stock subject to and/or
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underlying any unexercised, unearned or yet-to-be acquired portions of any Award
granted under this Plan that expire, terminate or are canceled, and shares of
Common Stock issued pursuant to Awards under this Plan that are reacquired by
the Company pursuant to the terms under which such shares were issued, will
again become available for the grant of further Awards under this Plan.
Notwithstanding the provisions of this Section 3.3, no shares of Common Stock
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may again be optioned, granted or awarded if such action would cause an
Incentive Stock Option to fail to qualify as an incentive stock option under
Section 422 of the IRC or any successor statute thereto.
4.3 ADJUSTMENT PROVISIONS.
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(a) If (i) the outstanding shares of Common Stock of the Company are
increased, decreased or exchanged for a different number or kind of shares
or other securities, or if additional shares or new or different shares or
other securities are distributed in respect of such shares of Common Stock
(or any stock or securities received with respect to such Common Stock),
through merger, consolidation, sale or exchange of all or substantially all
of the assets of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split,
spin-off or other distribution with respect to such shares of Common Stock
(or any stock or securities received with respect to such Common Stock), or
(ii) the value of the outstanding shares of Common Stock of the Company is
reduced by reason of an extraordinary cash dividend, an appropriate and
proportionate adjustment may be made in (1) the maximum number and kind of
shares or securities available for issuance under this Plan, (2) the number
and kind of shares or other securities that can be granted to any one
individual Recipient under his or her Awards, (3) the number and kind of
shares or other securities subject to then outstanding Awards under this
Plan, and/or (4) the price for each share or other unit of any other
securities subject to then outstanding Awards under this Plan, without
changing the aggregate exercise price (i.e., the exercise price multiplied
by the number of securities comprising such Awards) as to which such Awards
remain exercisable.
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2000 STOCK INCENTIVE PLAN (DIGITAL BRIDGE, INC.)
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(b) No fractional interests will be issued under this Plan resulting from
any adjustments, but the Administering Body, in its sole discretion, may
make a cash payment in lieu of any fractional shares of Common Stock
issuable as a result of such adjustments.
(c) To the extent any adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Administering Body, whose
determination in that respect shall be final, binding and conclusive.
(d) The grant of Awards pursuant to this Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge
or to consolidate or to dissolve, liquidate or sell, or transfer all or any
part of its business or assets.
(e) No adjustment to the terms of an Incentive Stock Option shall be made
unless such adjustment either (i) would not cause such Incentive Stock
Option to lose its status as an incentive stock option under the provisions
of the IRC or (ii) is agreed to in writing by the Administering Body and
the Recipient.
4.3 SUBSTITUTE AWARDS. The Administering Body may grant Awards under this
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Plan in substitution for stock and stock based awards held by employees of
another corporation who become employees of the Company or an Affiliated Entity
as a result of a merger, consolidation or other business combination of the
employing corporation with the Corporation or an Affiliated Entity or the
acquisition by the Company or an Affiliated Entity of property or stock of the
employing corporation. The Administering Body may direct that the substitute
Awards be granted on such terms and conditions as the Administering Body
considers appropriate in the circumstances.
4. ADMINISTRATION OF PLAN
4.1 ADMINISTERING BODY.
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(a) Subject to the provisions of Section 4.1(b)(ii), this Plan shall be
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administered by the Board or by the Stock Incentive Plan Committee of the Board
appointed pursuant to Section 4.1(b). The Stock Incentive Plan Committee may
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(but is not required to), in the discretion of the Board, consist of the same
members as the compensation committee of the Board, if such committee has been
appointed.
(b)
(i) The Board in its sole discretion may from time to time appoint a Stock
Incentive Plan Committee consisting of not less than two (2) Board members to
administer this Plan and, subject to applicable law, to exercise all of the
powers, authority and discretion of the Board under this Plan. The Board may
from time to time increase or decrease (but not below two (2)) the number of
members of the Stock Incentive Plan Committee, remove from membership on the
Stock Incentive Plan Committee all or any portion of its members, and/or appoint
such person or persons as it desires to fill any vacancy existing on the Stock
Incentive Plan Committee, whether caused by removal, resignation or otherwise.
The Board may disband the Stock Incentive Plan Committee at any time and thereby
revest in the Board the administration of this Plan.
(ii) Notwithstanding the foregoing provisions of Section 4.1(b)(i) to the
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contrary, so long as the Company remains an Exchange Act Registered Company and
if the Company has not, by action of the Board, elected to opt out of the
provisions of this Section 4.1(b)(ii), (1) the Board shall appoint the Stock
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Incentive Plan Committee, (2) this Plan shall be administered by the Stock
Incentive Plan Committee and (3) each member of the Stock Incentive Plan
Committee shall be a Non-Employee Director, and, in addition, if Awards are to
be made to persons subject to Section 162(m) of the IRC and such Awards are
intended to constitute Performance-Based Compensation, then each member of the
Stock Incentive Plan Committee shall, in addition to being a Non-Employee
Director, be an Outside Director.
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2000 STOCK INCENTIVE PLAN (DIGITAL BRIDGE, INC.)
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(iii) The Stock Incentive Plan Committee shall report to the Board the names
of Eligible Persons granted Awards, the type of Award granted, the number of
shares of Common Stock issuable pursuant to such Award, if any, and the terms
and conditions of each such Award.
4.3 AUTHORITY OF ADMINISTERING BODY.
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(a) Subject to the express provisions of this Plan, the Administering Body
shall have the power to interpret and construe this Plan and any agreements or
other documents defining the rights and obligations of the Company and such
Eligible Persons who have been granted Awards hereunder and thereunder, to
determine all questions arising hereunder and thereunder, to adopt and amend
such rules and regulations for the administration hereof and thereof as it may
deem desirable, and otherwise to carry out the terms of this Plan and such
agreements and other documents. The interpretation and construction by the
Administering Body of any provisions of this Plan or of any Award shall be
conclusive and binding. Any action taken by, or inaction of, the Administering
Body relating to this Plan or any Award shall be within the absolute discretion
of the Administering Body and shall be conclusive and binding upon all persons.
Subject only to compliance with the express provisions hereof, the Administering
Body may act in its absolute discretion in matters related to this Plan and any
and all Awards.
(b) Subject to the express provisions of this Plan, the Administering Body
may from time to time, in its discretion, select the Eligible Persons to whom,
and the time or times at which such Awards shall be granted, the nature of each
Award, the number of shares of Common Stock that comprise or underlie each
Award, the period for the purchase or exercise of each Award, as applicable, the
Performance Criteria applicable to the Award, if any, and such other terms and
conditions applicable to each individual Award as the Administering Body shall
determine. The Administering Body may grant, at any time, new Awards to an
Eligible Person who has previously received Awards whether such prior Awards are
still outstanding, have previously been canceled, disposed of or exercised in
whole or in part, as applicable, or are canceled in connection with the issuance
of new Awards. The Administering Body may grant Awards singly, in combination
or in tandem with other Awards, as it determines in its discretion. Any and all
terms and conditions of the Awards, including the purchase or exercise price,
may be established by the Administering Body without regard to existing Awards.
(c) Any action of the Administering Body with respect to the administration
of this Plan shall be taken pursuant to a majority vote of the authorized number
of members of the Administering Body or by the unanimous written consent of its
members; provided, however, that (i) if the Administering Body is the Stock
Incentive Plan Committee and consists of two (2) members, then actions of the
Administering Body must be unanimous and (ii) if the Administering Body is the
Board, actions taken at a meeting of the Board shall be valid if approved by
directors constituting a majority of the required quorum for such meeting.
4.3 ELIGIBILITY. Only Eligible Persons shall be eligible to receive Awards
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under this Plan as shall be selected and determined from time to time by the
Administering Body, in its sole and absolute discretion.
4.4 NO LIABILITY. No member of the Board or the Stock Incentive Plan
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Committee or any designee thereof will be liable for any action or inaction with
respect to this Plan or any Award or any transaction arising under this Plan or
any Award, except in circumstances constituting bad faith or willful misconduct
of such member.
4.5 AMENDMENTS.
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(a) The Administering Body may, insofar as permitted by applicable law, rule
or regulation, from time to time suspend or discontinue this Plan or revise or
amend it in any respect whatsoever, and this Plan as so revised or amended will
govern all Awards hereunder, including those granted before such revision or
amendment; provided, however, that no such revision or amendment shall alter,
impair or diminish any rights or obligations under any Award previously granted
under this Plan, without the written consent of the Recipient. Without limiting
the generality of the foregoing, the Administering Body is authorized to amend
this Plan to comply with or take advantage of amendments to applicable laws,
rules or regulations, including amendments to the Securities Act, Exchange Act
or the IRC or any rules or regulations promulgated thereunder. No stockholder
approval of any amendment or revision shall be required unless such approval is
required by (i) applicable law, rule or regulation or (ii) any stock exchange or
automated quotation system then listing the shares of Common Stock.
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2000 STOCK INCENTIVE PLAN (DIGITAL BRIDGE, INC.)
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(b) The Administering Body may, with the written consent of a Recipient,
make such modifications in the terms and conditions of an Award as it deems
advisable. Without limiting the generality of the foregoing, the Administering
Body may, in its discretion with the written consent of Recipient, at any time
and from time to time after the grant of any Award (i) accelerate or extend the
vesting or exercise period of any Award as a whole or in part, (ii) adjust or
reduce the purchase or exercise price, as applicable, of Awards held by such
Recipient by cancellation of such Awards and granting of Awards at lower
purchase or exercise prices or by modification, extension or renewal of such
Awards and (iii) reduce or otherwise modify the Performance Criteria applicable
to any Award. In the case of Incentive Stock Options, Recipients acknowledge
that extensions of the exercise period and other modifications may result in the
loss of the favorable tax treatment afforded incentive stock options under
Section 422 of the IRC.
(c) Except as otherwise provided in this Plan or in the applicable Award
Agreement, no amendment, revision, suspension or termination of this Plan will,
without the written consent of the Recipient, alter, terminate, impair or
adversely affect any right or obligation under any Award previously granted
under this Plan.
4.6 OTHER COMPENSATION PLANS. The adoption of this Plan shall not affect
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any other stock option, securities purchase, incentive or other compensation
plans in effect for the Company or an Affiliated Entity, and this Plan shall not
preclude the Company or an Affiliated Entity from establishing any other forms
of incentive or other compensation for Employees, Directors, Consultants or
others, whether or not approved by stockholders.
4.7 PLAN BINDING ON SUCCESSORS. This Plan shall be binding upon the
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successors and assigns of the Company.
4.8 REFERENCES TO SUCCESSOR STATUTES, REGULATIONS AND RULES. Any reference
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in this Plan to a particular statute, regulation or rule shall also refer to any
successor provision of such statute, regulation or rule.
4.9 ISSUANCES FOR COMPENSATION PURPOSES ONLY. This Plan constitutes an
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"employee benefit plan" as defined in Rule 405 promulgated under the Securities
Act. Awards to eligible Employees or Directors shall be granted for any lawful
consideration, including compensation for services rendered or otherwise.
Awards to eligible Consultants shall be granted only in exchange for bona fide
services rendered by such consultants or advisors and such services must not be
in connection with the offer and sale of securities in a capital-raising
transaction.
4.10 INVALID PROVISIONS. In the event that any provision of this Plan is
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found to be invalid or otherwise unenforceable under any applicable law, such
invalidity or unenforceability shall not be construed as rendering any other
provisions contained herein invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the
invalid and unenforceable provision were not contained herein.
4.11 GOVERNING LAW. This Plan shall be governed by and interpreted in
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accordance with the internal laws of the State of Nevada, without giving effect
to the principles of the conflicts of laws thereof.
1. GENERAL AWARD PROVISIONS
5.1 PARTICIPATION IN THE PLAN.
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(a) A person shall be eligible to receive Award grants under this Plan if,
at the time of the grant of such Award, such person is an Eligible Person.
(b) Incentive Stock Options may be granted only to Employees satisfying the
employment requirements of Section 422 of the IRC.
(c) Notwithstanding anything to the contrary herein, the Administering Body
may, in order to fulfill the purposes of this Plan, modify grants of Awards to
Recipients who are foreign nationals or employed outside of the United States to
recognize differences in applicable law, tax policy or local custom.
5.2 AWARD AGREEMENTS.
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(a) Each Award granted under this Plan shall be evidenced by an Award
Agreement duly executed on behalf of the Company and by the Recipient or, in the
Administering Body's discretion, a confirming memorandum issued by the Company
to the Recipient, setting forth such terms and conditions applicable to such
Award as the Administering Body may in its discretion determine. Award
Agreements may but need not be identical and shall comply with and be subject to
the terms and conditions of this Plan, a copy of which shall be provided to each
Recipient and incorporated by reference into each Award Agreement. Any Award
Agreement may contain such other terms, provisions and conditions not
inconsistent with this Plan as may be determined by the Administering Body.
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2000 STOCK INCENTIVE PLAN (DIGITAL BRIDGE, INC.)
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(b) In case of any conflict between this Plan and any Award Agreement, this
Plan shall control except as specifically provided in the Award Agreement.
(c) In case of any conflict between the Plan and any Award Agreement, on the
one hand, and any Employment Agreement or other agreement pursuant to which
services are rendered, as applicable, between a Recipient and either the Company
and/or an Affiliated Entity, on the other hand, the terms and conditions of the
Employment Agreement or such other agreement, as applicable, shall apply with
respect to those items specifically addressed in the Employment Agreement or
such other agreement, as applicable.
(d) In consideration of the granting of an Award under the Plan and if
requested by the Company, the Recipient shall agree, in the Award Agreement, to
remain in the employ of (or to consult for, or to serve as a Non-Employee
Director of, as applicable) the Company or any Affiliated Entity for a period of
at least one (1) year (or such shorter period as may be fixed in the Award
Agreement or by action of the Administering Body following grant of the Award)
after the Award is granted (or, in the case of a Non-Employee Director, until
the next annual meeting of stockholders of the Company).
5.3 EXERCISE OF AWARDS. No Award granted hereunder shall be issuable or
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exercisable except in respect of whole shares, and fractional share interests
shall be disregarded. Not less than 100 shares of Common Stock (or such other
amount as is set forth in the applicable Award Agreement) may be purchased at
one time, and Stock Options or other Awards, as applicable, must be purchased or
exercised, as applicable, in multiples of 100 unless the number purchased is the
total number at the time available for purchase under the terms of the Award.
An Award shall be deemed to be claimed or exercised when the Secretary or other
designated official of the Company receives appropriate written notice, on such
form acceptable to the Company, from the Recipient, together with payment of the
applicable purchase or exercise price made in accordance with the Award
Agreement and any amounts required under Section 5.11 of this Plan.
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Notwithstanding any other provision of this Plan, the Administering Body may
impose, by rule and/or in Award Agreements, such conditions upon the exercise of
Awards (including conditions limiting the time of exercise to specified periods)
as may be required to satisfy applicable regulatory requirements, including Rule
16b-3 and Rule 10b-5 under the Exchange Act, and any amounts required under
Section 5.11 of this Plan or other applicable section under the IRC, or the
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regulations promulgated thereunder.
5.4 PAYMENT FOR AWARDS.
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(a) Awards requiring payment of a purchase or exercise price shall be
payable upon the exercise of such Award pursuant to any Award granted hereunder
by delivery of legal tender of the United States or payment of such other
consideration as the Administering Body may from time to time deem acceptable in
any particular instance.
(b) In the discretion of the Administering Body, payments for purchase or
exercise of Awards may be by matured capital stock of the Company (i.e., capital
stock owned longer than six (6) months) delivered in transfer to the Company by
or on behalf of the person exercising the Award and duly endorsed in blank or
accompanied by stock powers duly endorsed in blank, with signatures guaranteed
in accordance with the Exchange Act if required by the Administering Body
(valued at Fair Market Value as of the exercise date), or such other
consideration as the Administering Body may from time to time in the exercise of
its discretion deem acceptable in any particular instance; provided, however,
that the Administering Body may, in the exercise of its discretion, (i) allow
exercise of Stock Options in a broker-assisted or similar transaction in which
the exercise price is not received by the Company until promptly after exercise,
and/or (ii) allow the Company to loan the applicable purchase or exercise price
to the Recipient, if the purchase or exercise will be followed by a prompt sale
of some or all of the underlying shares and a portion of the sale proceeds is
dedicated to full payment of the purchase or exercise price and amounts required
pursuant to Section 5.11 of this Plan.
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5.5 NO EMPLOYMENT OR OTHER CONTINUING RIGHTS. Nothing contained in this
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Plan (or in any Award Agreement or in any other agreement or document related to
this Plan or to Awards granted hereunder) shall confer upon any Eligible Person
or Recipient any right to continue in the employ or engagement of the Company or
any Affiliated Entity or constitute any contract or agreement of employment or
engagement, or interfere in any way with the right of the Company or any
Affiliated Entity to reduce such person's compensation or other benefits or to
terminate the employment or engagement of such Eligible Person or Recipient,
with or without cause. Except as expressly provided in this Plan or in any
Award Agreement pursuant to this Plan, the Company shall have the right to deal
with each Recipient in the same manner as if this Plan and any such Award
Agreement did not exist, including with respect to all matters related to the
hiring, retention, discharge, compensation and conditions of the employment or
engagement of the Recipient. Any questions as to whether and when there has
been a termination of a Recipient's employment or engagement, the reason (if
any) for such termination, and/or the consequences thereof under the terms of
this Plan or any statement evidencing the grant of Awards pursuant to this Plan
shall be determined by the Administering Body, and the Administering Body's
determination thereof shall be final and binding.
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5.6 RESTRICTIONS UNDER APPLICABLE LAWS AND REGULATIONS.
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(a) All Awards granted under this Plan shall be subject to the requirement
that, if at any time the Company shall determine, in its discretion, that the
listing, registration or qualification of the shares subject to any such Award
granted under this Plan upon any securities exchange or under any federal, state
or foreign law, or the consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such Awards or the issuance, if any, or purchase of shares in connection
therewith, such Awards may not be granted or exercised as a whole or in part
unless and until such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Company. During the term of this Plan, the Company will use reasonable
efforts to seek to obtain from the appropriate regulatory agencies any requisite
qualifications, consents, approvals or authorizations in order to issue and sell
such number of shares of its Common Stock as shall be sufficient to satisfy the
requirements of this Plan. The inability of the Company to obtain from any such
regulatory agency having jurisdiction thereof the qualifications, consents,
approvals or authorizations deemed by the Company to be necessary for the lawful
issuance and sale of any shares of its Common Stock hereunder shall relieve the
Company of any liability in respect of the nonissuance or sale of such stock as
to which such requisite qualification, consent, approval or authorization shall
not have been obtained.
(b) The Company shall be under no obligation to register or qualify the
issuance of Awards or underlying shares of Common Stock under the Securities Act
or applicable state securities laws. Unless the shares of Common Stock
applicable to any such Award have been registered under the Securities Act and
qualified or registered under applicable state securities laws, the Company
shall be under no obligation to issue any shares of Common Stock covered by any
Award unless the Award and underlying shares of Common Stock, as applicable, may
be issued pursuant to applicable exemptions from such registration or
qualification requirements. In connection with any such exempt issuance, the
Administering Body may require the Recipient to provide a written representation
and undertaking to the Company, satisfactory in form and scope to the Company
and upon which the Company may reasonably rely, that such Recipient is acquiring
such securities for his or her own account as an investment and not with a view
to, or for sale in connection with, the distribution of any such shares of
stock, and that such person will make no transfer of the same except in
compliance with any rules and regulations in force at the time of such transfer
under the Securities Act and other applicable law, and that if shares of stock
are issued without such registration, a legend to this effect (together with any
other legends deemed appropriate by the Administering Body) may be endorsed upon
the securities so issued. The Company may also order its transfer agent to stop
transfers of such securities. The Administering Body may also require the
Recipient to provide the Company such information and other documents as the
Administering Body may request in order to satisfy the Administering Body as to
the investment sophistication and experience of the Recipient and as to any
other conditions for compliance with any such exemptions from registration or
qualification.
5.7 ADDITIONAL CONDITIONS. The grant and/or exercise of an Award and the
----------------------
issuance of shares in connection with the exercise of an Award may also be
conditioned upon or subject to such other provisions (whether or not applicable
to any other Award or Eligible Person) as the Administering Body, in its sole
discretion, determines appropriate, including but not limited to (a) provisions
for the forfeiture of or restrictions on resale or other disposition of shares
of Common Stock acquired under any Award, (b) provisions giving the Company the
right to repurchase shares of Common Stock acquired under any Award in the event
the Recipient elects to dispose of such shares, (c) provisions to comply with
federal and state securities laws and federal and state income tax withholding
requirements, (d) provisions conditioned upon the declaration of effectiveness
by the Commission of a registration statement relating to a primary offering of
the Common Stock, filed by the Company with the Commission under the Securities
Act, (e) provisions conditioned upon the satisfaction of withholding tax or
other withholding liabilities, (f) provisions conditioned upon the listing,
registration or qualification of any to-be-issued shares upon any securities
exchange, NASDAQ or any other trading or quotation system or under any state or
federal law, (g) provisions conditioned upon the consent or approval of any
regulatory body, (h) provisions conditioned upon the execution of a lock-up
agreement with one or more prospective underwriters, (i) provisions conditioned
upon the execution of a buy-sell or stockholders agreement with other
stockholders of the Company, (j) provisions conditioned upon non-competition
with the Company, (k) provisions requiring the acceptance of cash payments by
Recipients of Stock Options upon receipt of a cash tender offer by the Company,
(l) provisions requiring compliance with the Company's Insider Trading Policy,
and (m) provisions requiring that all offers and sales pursuant to the Plan
satisfy the applicable terms and conditions of Rules 501, 502, 503 and 506 of
Regulation D promulgated by the Commission. The Administering Body shall, in
its sole discretion, determine whether any one or more of these conditions is
necessary or desirable to be satisfied in connection with the exercise of an
Award or the delivery or purchase of shares pursuant to the exercise of an
Award. If the Administering Body determines that any one or more of the
foregoing conditions must be satisfied, the exercise of an Award shall not be
effective unless and until such condition shall have been satisfied free of any
conditions not acceptable to the Company in its sole discretion.
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2000 STOCK INCENTIVE PLAN (DIGITAL BRIDGE, INC.)
7
<PAGE>
5.8 NO PRIVILEGES OF STOCK OWNERSHIP. Except as otherwise set forth herein,
--------------------------------
a Recipient shall have no rights as a stockholder with respect to any shares
issuable or issued in connection with an Award until the date of the receipt by
the Company of all amounts payable in connection with the purchase or exercise,
as applicable, of the Award, the satisfaction or waiver of all applicable
Performance Criteria and the performance by the Recipient of all obligations
applicable thereto. Status as an Eligible Person shall not be construed as a
commitment that any Award will be granted under this Plan to an Eligible Person
or to Eligible Persons generally. No person shall have any right, title or
interest in any fund or in any specific asset (including shares of capital
stock) of the Company by reason of any Award granted hereunder. Neither this
Plan (nor any documents related hereto) nor any action taken pursuant hereto (or
thereto) shall be construed to create a trust of any kind or a fiduciary
relationship between the Company and any Person. To the extent that any Person
acquires a right to receive Awards hereunder, such right shall be no greater
than the right of any unsecured general creditor of the Company.
5.9 NON-TRANSFERABLE.
----------------
(a) No Award under the Plan may be sold, pledged, assigned or transferred in
any manner other than by will or the laws of descent and distribution or,
subject to the consent of the Administering Body, pursuant to a DRO, unless
and until such Award has been exercised, or the securities underlying such
Award have been issued, and all restrictions applicable to such securities
have lapsed. No Award or interest or right therein shall be liable for the
debts, contracts, liabilities or contractual obligations of the Recipient
or his or her successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such disposition be voluntary or involuntary or by
operation of law by judgment, levy, attachment, garnishment or any other
legal or equitable proceedings (including bankruptcy), and any attempted
disposition thereof shall be null and void and of no effect, except to the
extent that such disposition is permitted by the preceding sentence.
(b) During the lifetime of the Recipient, only he or his court appointed
guardian may exercise an Award (or any portion thereof) granted to him
under the Plan, unless it has been disposed of with the consent of the
Administering Body pursuant to a DRO. After the death of the Recipient, any
exercisable portion of an Award may, prior to the time when such portion
becomes unexercisable under the Plan or the applicable Award Agreement, be
exercised by his personal representative or by any person empowered to do
so under the deceased Recipient's will or under the then applicable laws of
descent and distribution.
(c) Notwithstanding the foregoing, no Stock Option owned by a Recipient subject
to Section 16 of the Exchange Act may be assigned or transferred in any
manner inconsistent with Rule 16b-3. Furthermore, notwithstanding the
foregoing, Incentive Stock Options (or other Stock Options subject to
transfer restrictions under the IRC) may not be assigned or transferred in
violation of Section 422 of the IRC (or any successor provision) or the
regulations promulgated thereunder.
5.10 INFORMATION TO RECIPIENTS.
---------------------------
(a) The Administering Body in its sole discretion shall determine what, if
any, financial and other information shall be provided to Recipients and when
such financial and other information shall be provided after giving
consideration to applicable federal and state laws, rules and regulations,
including applicable federal and state securities laws, rules and regulations.
(b) The furnishing of financial and other information that is confidential
to the Company shall be subject to the Recipient's agreement that the Recipient
shall maintain the confidentiality of such financial and other information,
shall not disclose such information to third parties, and shall not use the
information for any purpose other than evaluating an investment in the Company's
securities under this Plan. The Administering Body may impose other
restrictions on the access to and use of such confidential information and may
require a Recipient to acknowledge the Recipient's obligations under this
Section 5.10(b) (which acknowledgment shall not be a condition to the
---------------
Recipient's obligations under this Section 5.10(b)).
----------------
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2000 STOCK INCENTIVE PLAN (DIGITAL BRIDGE, INC.)
8
<PAGE>
5.11 WITHHOLDING TAXES. Whenever the granting, vesting or exercise of any
------------------
Award granted under this Plan, or the transfer of any shares issued upon
exercise of any Award, gives rise to tax or tax withholding liabilities or
obligations, the Administering Body shall have the right to require the
Recipient to remit to the Company an amount sufficient to satisfy any federal,
state and local withholding tax requirements prior to issuance of such shares.
The Administering Body may, in the exercise of its discretion, allow
satisfaction of tax withholding requirements by accepting delivery of stock of
the Company (or by withholding a portion of the stock otherwise issuable in
connection with such Awards).
5.12 LEGENDS ON COMMON STOCK CERTIFICATES. Each certificate representing
--------------------------------------
shares acquired as a result of any Award granted hereunder shall be endorsed
with all legends, if any, required by applicable federal and state securities
and other laws to be placed on the certificate. The determination of which
legends, if any, shall be placed upon such certificates shall be made by the
Administering Body in its sole discretion and such decision shall be final and
binding.
5.13 EFFECT OF TERMINATION OF EMPLOYMENT ON AWARDS-EMPLOYEES ONLY.
--------------------------------------------------------------------
(a) TERMINATION FOR JUST CAUSE DISMISSAL. Subject to Section 5.13(c), and
-------------------------------------- ---------------
except as otherwise provided in a written agreement between the Company and/or
an Affiliated Entity and the Recipient, which may be entered into at any time
before or after termination of employment of the Recipient, in the event of a
Just Cause Dismissal of an Employee Recipient, all of the Recipient's unvested
Awards shall be terminated and become void and all of the Recipient's
unexercised Awards (whether or not vested) shall be forfeited, expire and become
void as of the date of such Just Cause Dismissal.
(b) TERMINATION OTHER THAN FOR JUST CAUSE DISMISSAL. Subject to Section
--------------------------------------------------- -------
5.13(c) and except as otherwise provided in a written agreement between the
-------
Company and/or an Affiliated Entity and the Recipient, which may be entered into
at any time before or after termination of employment, in the event of an
Employee Recipient's termination of employment for:
(i) any reason other than for Just Cause Dismissal, death, Permanent
Disability or normal retirement, the Recipient's unvested and/or unexercised
Awards (whether or not vested) shall expire and become void as of the earlier of
(a) the date such Awards would have expired in accordance with their terms had
the Recipient remained employed and (B) three (3) months after the date of
employment termination; or
(ii) death, Permanent Disability or normal retirement, the Recipient's
unvested and/or unexercised (whether or not vested) Awards shall expire and
become void as of the earlier of (A) the date such Awards would have expired in
accordance with their terms had the Recipient remained employed and (B) one (1)
year after the date of employment termination; provided, however, that the
one-year period provided in (B) shall be three (3) months for Incentive Stock
Options following termination of employment for normal retirement.
(c) ALTERATION OF VESTING AND EXERCISE PERIODS. Notwithstanding anything to
------------------------------------------
the contrary in Section 5.13(a) or Section 5.13(b), the Administering Body may
--------------- ---------------
in its discretion designate shorter or longer periods to claim or otherwise
exercise Awards following a Recipient's termination of employment; provided,
however, that any shorter periods determined by the Administering Body shall be
effective only if provided for in the instrument that evidences the grant to the
Recipient of such Award or if such shorter period is agreed to in writing by the
Recipient. Notwithstanding anything to the contrary herein, Awards shall be
claimed or exercisable by a Recipient following such Recipient's termination of
employment only to the extent that installments thereof had become exercisable
on or prior to the date of such termination; and provided, further, that the
Administering Body may, in its discretion, elect to accelerate the vesting of
all or any portion of any Awards that had not vested on or prior to the date of
such termination.
--------------------------------------------------------------------------------
2000 STOCK INCENTIVE PLAN (DIGITAL BRIDGE, INC.)
9
<PAGE>
5.14 EFFECT OF TERMINATION OF ENGAGEMENT ON AWARDS-NON-EMPLOYEES ONLY.
---------------------------------------------------------------------
(a) TERMINATION OF ENGAGEMENT. Subject to Section 5.14(b), and except as
--------------------------- ---------------
otherwise provided in a written agreement between the Company and/or an
Affiliated Entity and the Recipient, which may be entered into at any time
before or after termination of engagement of the Recipient, in the event of the
termination of any non-Employee Recipient's engagement (including certain
Directors and Consultants), all of the Recipient's unvested Awards shall be
terminated and become void, and all of the Recipient's unexercised Awards
(whether or not vested) shall be forfeited, expire and become void as of the
earlier of (i) the date such Awards would expire in accordance with their terms
had the Recipient remained in such engagement and (ii)(A) three (3) months after
Recipient's engagement is terminated as a result of death or Permanent
Disability and (B) thirty (30) days after Recipient's engagement is terminated
for any other reason.
(b) ALTERATION OF VESTING AND EXERCISE PERIODS. Notwithstanding anything to
-------------------------------------------
the contrary in Section 5.14(a), the Administering Body may, in its discretion,
---------------
designate shorter or longer periods to claim or otherwise exercise Awards
following a non-Employee Recipient's termination of engagement; provided,
however, that any shorter periods determined by the Administering Body shall be
effective only if provided for in the instrument that evidences the grant to the
Recipient of such Award or if such shorter period is agreed to in writing by the
Recipient. Notwithstanding anything to the contrary herein, Awards shall be
claimed or exercisable by a Recipient following such Recipient's termination of
engagement only to the extent that the installments thereof had become
exercisable on or prior to the date of such termination; and provided further,
that the Administering Body may, in its discretion, elect to accelerate the
vesting of all or any portion of any Awards that had not vested on or prior to
the date of such termination.
5.15 TRANSFER; LEAVE OF ABSENCE. For purposes of this Plan, the transfer by
--------------------------
a Recipient to the employment by or engagement with (i) the Company from an
Affiliated Entity, (ii) from the Company to an Affiliated Entity or (iii) from
one Affiliated Entity to another Affiliated Entity (including, with respect to
Consultants, the assignment between the Company and an Affiliated Entity or
between two Affiliated Entities, as applicable, of an agreement pursuant to
which such services are rendered) or, with respect solely to Employees, an
approved leave of absence for military service, sickness or for any other
purpose approved by the Company, shall not be deemed a termination. In the case
of any Employee on an approved leave of absence, the Administering Body may make
such provision respecting continuance of Awards as the Administering Body in its
discretion deems appropriate, except that in no event shall an Award be
exercisable after the date such Award would expire in accordance with its terms
had the Recipient remained continuously employed.
5.16 LIMITS ON AWARDS TO CERTAIN ELIGIBLE PERSONS.
--------------------------------------------------
(a) LIMITATIONS APPLICABLE TO IRC SECTION 162(M) PARTICIPANTS.
---------------------------------------------------------------
Notwithstanding any other provision of this Plan, in order for the compensation
attributable to Awards hereunder to qualify as Performance-Based Compensation,
no one Eligible Person shall be granted any one or more Awards with respect to
more than two hundred thousand (200,000) shares of Common Stock in any one
calendar year. The limitation set forth in this Section 5.16 shall be subject
------------
to adjustment as provided in Section 3.4 or Section 4.5(b), but only to the
----------- --------------
extent such adjustment would not affect the status of compensation attributable
to Awards hereunder as Performance-Based Compensation.
(b) LIMITATIONS APPLICABLE TO SECTION 16 PERSONS. Notwithstanding any other
---------------------------------------------
provision of this Plan, the Plan, and any Award granted or awarded to any
individual who is then subject to Section 16 of the Exchange Act, shall be
subject to any additional limitations set forth in any applicable exemptive rule
under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of
the Exchange Act) that are requirements for the application of such exemptive
rule. To the extent permitted by applicable law, the Plan and Awards granted or
awarded hereunder shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule.
6 STOCK OPTIONS
6.1 NATURE OF STOCK OPTIONS. Subject to the limitations provided otherwise
------------------------
herein, Stock Options may be Incentive Stock Options or Non-qualified Stock
Options.
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2000 STOCK INCENTIVE PLAN (DIGITAL BRIDGE, INC.)
10
<PAGE>
6.2 OPTION EXERCISE PRICE. The exercise price for each Stock Option shall
-----------------------
be determined by the Administering Body as of the date such Stock Option is
granted. The exercise price of any Non-qualified Stock Option shall be an
amount less than or equal to the Fair Market Value of the Common Stock (but in
no event less than par value unless permitted under state law), provided,
however, the exercise price of any Incentive Stock Option shall be no less than
the Fair Market Value of the Common Stock subject to such Option. The
Administering Body may, with the consent of the Recipient and subject to
compliance with statutory or administrative requirements applicable to Incentive
Stock Options, amend the terms of any Stock Option to provide that the exercise
price of the shares remaining subject to the Stock Option shall be reestablished
on the effective date of such amendment. The reestablished exercise price of
any Non-qualified Stock Option shall be at a price less than or equal to the
Fair Market Value of the Common Stock (but in no event less than par value
unless permitted under state law), provided, however, the reestablished exercise
price shall be not less than the Fair Market Value of the Common Stock with
respect to an Incentive Stock Option. No modification of any other term or
provision of any Stock Option that is amended in accordance with the foregoing
shall be required, although the Administering Body may, in its discretion, make
such further modifications of any such Stock Option as are not inconsistent with
this Plan.
6.3 OPTION PERIOD AND VESTING. Stock Options granted hereunder shall vest
---------------------------
and may be exercised as determined by the Administering Body, except that
exercise of such Stock Options after termination of the Recipient's employment
or engagement shall be subject to Section 5.13 or Section 5.14, as the case may
------------ ------------
be. Each Stock Option granted hereunder and all rights or obligations
thereunder shall expire on such date as shall be determined by the Administering
Body, but not later than ten (10) years after the date the Stock Option is
granted and shall be subject to earlier termination as provided herein or in the
Award Agreement. The Administering Body may, in its discretion at any time and
from time to time after the grant of a Stock Option, accelerate vesting of such
Stock Option as a whole or in part by increasing the number of shares then
purchasable, provided that the total number of shares subject to such Stock
Option may not be increased. Except as otherwise provided herein, a Stock
Option shall become exercisable, as a whole or in part, on the date or dates
specified by the Administering Body and thereafter shall remain exercisable
until the expiration or earlier termination of the Stock Option.
6.4 SPECIAL PROVISIONS REGARDING INCENTIVE STOCK OPTIONS.
---------------------------------------------------------
(a) Notwithstanding anything in this Article 6 to the contrary, the exercise
price and vesting period of any Stock Option intended to qualify as an Incentive
Stock Option shall comply with the provisions of Section 422 of the IRC and the
regulations thereunder. As of the Effective Date, such provisions require,
among other matters, that (i) the exercise price must not be less than the Fair
Market Value of the underlying stock as of the date the Incentive Stock Option
is granted, and not less than 110% of the Fair Market Value as of such date in
the case of a grant to a Significant Stockholder; and (ii) that the Incentive
Stock Option not be exercisable after the expiration of five (5) years from the
date of grant in the case of an Incentive Stock Option granted to a Significant
Stockholder.
(b) The aggregate Fair Market Value (determined as of the respective date or
dates of grant) of the Common Stock for which one or more Incentive Stock
Options granted to any Recipient under this Plan (or any other option plan of
the Company or an Affiliated Entity) may for the first time become exercisable
as Incentive Stock Options under the federal tax laws during any one calendar
year shall not exceed $100,000.
(c) Any Stock Options granted as Incentive Stock Options pursuant to this
Plan that for any reason fail or cease to qualify as such shall be treated as
Non-qualified Stock Options.
6.5 RESTRICTIONS The Administering Body, in its sole and absolute
------------
discretion, may impose such restrictions on the ownership and transferability of
the shares purchasable upon the exercise of a Stock Option as it deems
appropriate. Any such restriction shall be set forth in the respective Award
Agreement and may be referred to on the certificates evidencing such shares. The
Recipient shall give the Company prompt notice of any disposition of shares of
Common Stock acquired by exercise of an Incentive Stock Option within (i) two
years from the date of granting (including the date the Stock Option is
modified, extended or renewed for purposes of Section 424(h) of the IRC) such
Stock Option to such Recipient or (ii) one year after the transfer of such
shares to such Recipient.
7 RESTRICTED STOCK AWARDS
7.1 NATURE OF RESTRICTED STOCK AWARDS. The Administering Body may grant
-------------------------------------
Restricted Stock Awards to any Eligible Person. A Restricted Stock Award is an
Award entitling the Recipient to acquire Restricted Stock at par value or such
other purchase price determined by the Administering Body at the time of grant
of the Restricted Stock Award (but not less than the par value thereof unless
permitted by applicable state law). Conditions may be based on continuing
employment (or engagement) and/or the achievement of pre-established Performance
Criteria.
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2000 STOCK INCENTIVE PLAN (DIGITAL BRIDGE, INC.)
11
<PAGE>
7.2 RIGHTS AS A STOCKHOLDER. Subject to Section 7.3, upon delivery of the
------------------------- -----------
shares of the Restricted Stock to the escrow holder pursuant to Section 7.5, the
-----------
Recipient shall have, unless otherwise provided by the Administering Body, all
the rights of a stockholder with respect to said shares of Restricted Stock,
subject to the restrictions in his or her Award Agreement, including the right
to receive all dividends and other distributions paid or made with respect to
the shares; provided, however, that in the discretion of the Administering Body,
any extraordinary distributions with respect to the Common Stock shall be
subject to the restrictions set forth in Section 7.3.
------------
7.3 RESTRICTIONS. All shares of Restricted Stock issued under this Plan
------------
(including any shares received by holders thereof with respect to shares of
Restricted Stock as a result of stock dividends, stock splits or any other form
of recapitalization) shall, in the terms of each individual Award Agreement, be
subject to such restrictions as the Administering Body shall provide, which
restrictions may include restrictions concerning voting rights and
transferability and restrictions based on duration of employment or engagement
with the Company or its Affiliated Entities, Company performance and individual
performance; provided, however, that, except with respect to shares of
Restricted Stock granted to IRC Section 162(m) participants, by action taken
after the Restricted Stock is issued, the Administering Body may, on such terms
and conditions as it may determine to be appropriate, remove any or all of the
restrictions imposed by the terms of the Award Agreement. Restricted Stock may
not be sold or encumbered until all restrictions are terminated or have
expired.
7.4 REPURCHASE OF RESTRICTED STOCK. The Administering Body shall provide in
------------------------------
the terms of each individual Award Agreement that the Company shall have a right
to repurchase from the Recipient the Restricted Stock then subject to
restrictions under the Award Agreement immediately upon a termination of
employment (with or without cause and for any reason whatsoever) or, if
applicable, upon a termination of engagement (with or without cause and for any
reason whatsoever) between the Recipient and the Company and/or an Affiliated
Entity, at a cash price per share determined by the Administering Body;
provided, however, that, except with respect to shares of Restricted Stock
granted to IRC Section 162(m) participants, the Administering Body in its sole
and absolute discretion may provide that no such right of repurchase shall exist
in the event of a termination of employment or engagement because of the
Recipient's death or Permanent Disability.
7.5 ESCROWS. The Secretary of the Company or such other escrow holder as
-------
the Administering Body may appoint shall retain physical custody of each
certificate representing Restricted Stock until all of the restrictions imposed
under the Award Agreement with respect to the shares evidenced by such
certificate expire or shall have been removed.
7.6 VESTING OF RESTRICTED STOCK. The Administering Body at the time of
------------------------------
grant shall specify the date or dates and/or attainment of pre-established
Performance Criteria and other conditions on which Restricted Stock shall become
vested, subject to such further rights of the Company or its assigns as may be
specified in the instrument evidencing the Restricted Stock Award.
7.7 WAIVER, DEFERRAL AND REINVESTMENT OF DIVIDENDS. The written instrument
-----------------------------------------------
evidencing the Award of Restricted Stock may require or permit the immediate
payment, waiver, deferral or investment of dividends paid on the Restricted
Stock.
8 DEFINITIONS
Capitalized terms used in this Plan and not otherwise defined shall have the
meanings set forth below:
"ADMINISTERING BODY" means the Board as long as no Stock Incentive Plan
Committee of the Board has been appointed and is in effect and shall mean the
Stock Incentive Plan Committee as long as the Stock Incentive Plan Committee is
appointed and in effect.
"AFFILIATED ENTITY" means any Parent Corporation or Subsidiary Corporation.
"AWARD" OR "AWARDS," except where referring to a particular category or grant
under the Plan, shall include Incentive Stock Options, Non-qualified Stock
Options and Restricted Stock Awards.
"AWARD AGREEMENT" means the agreement or confirming memorandum setting forth the
terms and conditions of the Award.
"BOARD" means the Board of Directors of the Company.
"COMMISSION" means the Securities and Exchange Commission.
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2000 STOCK INCENTIVE PLAN (DIGITAL BRIDGE, INC.)
12
<PAGE>
"COMMON STOCK" means the Common Stock of the Company, par value $.001 per share,
as constituted on the Effective Date of this Plan, and as thereafter adjusted as
a result of any one or more events requiring adjustment of outstanding Awards
under Section 3.4 or Section 4.5(b) above or any other provision of the Plan.
------------ --------------
"COMPANY" means Digital Bridge, Inc., a Nevada corporation.
"CONSULTANT" means any consultant or advisor if:
(a) the consultant or advisor renders bona fide services to the Company
or any Affiliated Entity;
(b) the services rendered by the consultant or advisor are not in
connection with the offer or sale of securities in a capital-raising
transaction and do not directly or indirectly promote or maintain a market
for the Company's securities; and
(c) the consultant or advisor is a natural person who has contracted
directly with the Company or an Affiliated Entity to render such services.
"DIRECTOR" means any person serving on the Board of the Company or of an
Affiliated Entity irrespective of whether such person is also an Employee of the
Company or an Affiliated Entity.
"DRO" shall mean a domestic relations order as defined by the IRC or Title I of
ERISA or the rules thereunder.
"EFFECTIVE DATE" means October 23, 2000, which is the date this Plan was adopted
by the Board.
"ELIGIBLE PERSON" shall include Employees, Directors and Consultants of the
Company or of any Affiliated Entity.
"EMPLOYEE" means any officer or other employee (as defined in accordance with
Section 3401(c) of the IRC) of the Company or any Affiliated Entity.
"EMPLOYMENT AGREEMENT" means an employment agreement between the Recipient and
either the Company and/or an Affiliated Entity.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
"EXCHANGE ACT REGISTERED COMPANY" means that the Company has a class of equity
securities registered pursuant to Section 12 of the Exchange Act.
"EXPIRATION DATE" means the tenth anniversary of the Effective Date.
"FAIR MARKET VALUE" of a share of the Company's capital stock as of a particular
date shall be: (a) if the stock is listed on an established stock exchange or
exchanges (including for this purpose, the NASDAQ National Market), the closing
sale prices of the stock quoted for such date as reported in the transactions
index of each such exchange, as published in The Wall Street Journal and
determined by the Administering Body, or, if no sale price was quoted in any
such index for such date, then as of the next preceding date on which such a
sale price was quoted; or (b) if the stock is not then listed on an exchange or
the NASDAQ National Market, the average of the closing bid and asked prices per
share for the stock in the over-the-counter market as quoted on the NASDAQ Small
Cap Market on such date (in the case of (a) or (b), subject to adjustment as and
if necessary and appropriate to set an exercise price of Stock Options not less
than 100% of the Fair Market Value of the stock on the date an option is
granted); or (c) if the stock is not then listed on an exchange or quoted in the
over-the-counter market, an amount determined in good faith by the Administering
Body; provided, however, that (i) when appropriate, the Administering Body, in
determining Fair Market Value of capital stock of the Company, may take into
account such other factors as it may deem appropriate under the circumstances
and (ii) if the stock is traded on the NASDAQ Small Cap Market and both sales
prices and bid and asked prices are quoted or available, the Administering Body
may elect to determine Fair Market Value under either clause (a) or (b) above.
Notwithstanding the foregoing, the Fair Market Value of capital stock for
purposes of grants of Incentive Stock Options shall be determined in compliance
with applicable provisions of the IRC.
"INCENTIVE STOCK OPTION" means a Stock Option that qualifies as an incentive
stock option under Section 422 of the IRC, or any successor statute thereto.
"INCLUDING" means including without limitation.
"IRC" means the Internal Revenue Code of 1986, as amended.
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2000 STOCK INCENTIVE PLAN (DIGITAL BRIDGE, INC.)
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<PAGE>
"JUST CAUSE DISMISSAL" shall mean (i) if a Recipient is an Employee, a
termination of a Recipient's employment for any of the following reasons: (a)
the Recipient violates any reasonable rule or regulation of the Board, the
Company's Chief Executive Officer or the Recipient's superiors that results in
material damage to the Company or an Affiliated Entity or which, after written
notice to do so, the Recipient fails to correct within a reasonable time; (b)
any willful misconduct or gross negligence by the Recipient in the material
responsibilities assigned to the Recipient; (c) any willful failure to perform
the Recipient's job as required to meet the objectives of the Company and/or an
Affiliated Entity; (d) any wrongful conduct of a Recipient that has material
adverse impact on the Company or an Affiliated Entity or which constitutes a
misappropriation of assets of the Company or an Affiliated Entity; (e) the
Recipient's performing services for any other person or entity that competes
with the Company and/or an Affiliated Entity while the Recipient is employed by
the Company or an Affiliated Entity, without the express written approval of the
Chief Executive Officer of the Company or an Affiliated Entity; or (f) any other
conduct that the Administering Body determines constitutes Just Cause for
Dismissal; provided, however, that if a Recipient is party to an employment
agreement with the Company and/or an Affiliated Entity providing for just cause
dismissal (or some comparable notion) of Recipient from Recipient's employment
with the Company or an Affiliated Entity, "Just Cause Dismissal" for purposes of
this Plan shall have the same meaning as ascribed thereto or to such comparable
notion in such employment agreement and (ii) if a Recipient is a Consultant or
Director (but not an Employee), a termination of such Recipient's engagement
with the Company and/or an Affiliated Entity for a material breach by Recipient
of the agreement pursuant to which his services are rendered to the Company
and/or an Affiliated Entity or a material breach of his duties to the Company
and/or an Affiliated Entity; provided, however, that if a Recipient is party to
an agreement pursuant to which his services are rendered to the Company and/or
an Affiliated Entity providing for just cause dismissal (or some comparable
notion) of Recipient from his engagement with the Company and/or an Affiliated
Entity, "Just Cause Dismissal" for purposes of this Plan shall have the same
meaning as ascribed thereto or such comparable notion in such agreement.
"NON-EMPLOYEE DIRECTOR" means any director of the Company who qualifies as a
"non-employee director" within the meaning of Rule 16b-3.
"NON-QUALIFIED STOCK OPTION" means a Stock Option that is not an Incentive Stock
Option.
"OUTSIDE DIRECTOR" means an "outside director" as defined in the regulations
adopted under Section 162(m) of the IRC.
"PARENT CORPORATION" means any Parent Corporation as defined in Section 424(e)
of the IRC.
"PERFORMANCE-BASED COMPENSATION" means performance-based compensation as
described in Section 162(m) of the IRC. If the amount of compensation an
Eligible Person will receive under any Award is not based solely on an increase
in the value of Common Stock after the date of grant, the Administering Body, in
order to qualify Awards as performance-based compensation under Section 162(m)
of the IRC, can condition the granting, vesting, exercisability, purchase price
or termination of restrictions of such Awards on the attainment of a
preestablished, objective performance goal. For this purpose, a preestablished,
objective performance goal may include one or more of the following performance
criteria: (a) book value; (b) earnings per share (including earnings before
interest, taxes and amortization); (c) return on equity; (d) total stockholder
return; (e) return on capital; (f) return on assets or net assets; (g) income or
net income; (h) operating income or net operating income; (i) operating margin;
(j) attainment of stated goals related to the Company's capitalization, costs,
financial condition or results of operations; and (k) any other similar
performance criteria.
"PERFORMANCE CRITERIA" shall mean the following business criteria with respect
to the Company, any Affiliated Entity or any division or operating unit of the
Company or an Affiliated Entity: (a) net income, (b) pre-tax income, (c)
operating income, (d) cash flow, (e) earnings per share, (f) return on equity,
(g) return on invested capital or assets, (h) cost reductions or savings, (i)
funds from operations, (j) appreciation in the fair market value of Common
Stock, (k) earnings before any one or more of the following items: interest,
taxes, depreciation or amortization and (l) such other criteria deemed
appropriate by the Administering Body.
"PERMANENT DISABILITY" means that the Recipient becomes physically or mentally
incapacitated or disabled so that the Recipient is unable to perform
substantially the same services as the Recipient performed prior to incurring
such incapacity or disability (the Company, at its option and expense, being
entitled to retain a physician to confirm the existence of such incapacity or
disability, and the determination of such physician to be binding upon the
Company and the Recipient), and such incapacity or disability continues for a
period of three consecutive months or six months in any 12-month period or such
other period(s) as may be determined by the Administering Body with respect to
any Award, provided that for purposes of determining the period during which an
Incentive Stock Option may be exercised pursuant to Section 5.13(b)(ii) hereof,
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Permanent Disability shall mean "permanent and total disability" as defined in
Section 22(e) of the IRC.
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"PERSON" means any person, entity or group, within the meaning of Section 13(d)
or 14(d) of the Exchange Act, but excluding (a) the Company and its Affiliated
Entities, (b) any employee stock ownership or other employee benefit plan
maintained by the Company that is qualified under ERISA, (c) any trustee or
other fiduciary holding securities under any employee benefit plan of the
Company or an Affiliated Entity, (d) any company owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as
their ownership of Common Stock of the Company, or (e) any entity holding
non-participating shares of an entity which is a stockholder of the Company or
which owns or controls, directly or indirectly, a stockholder of the Company
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Company representing fifty percent
(50%) or more of the combined voting power of the Company's then outstanding
securities.
"PLAN" means this 2000 Stock Incentive Plan of the Company.
"PLAN TERM" means the period during which this Plan remains in effect
(commencing on the Effective Date and ending on the Expiration Date).
"RECIPIENT" means a person who has received any Award under this Plan or any
person who is the successor in interest to a Recipient.
"RESTRICTED STOCK" means the shares of Common Stock subject to such restrictions
and conditions as the Administering Body may determine at the time of grant.
"RESTRICTED STOCK AWARD" means any Award granted pursuant to Article 7 of this
Plan.
"RULE 16B-3" means Rule 16b-3 under the Exchange Act.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SIGNIFICANT STOCKHOLDER" is an individual who, at the time an Award is granted
to such individual under this Plan, owns more than ten percent (10%) of the
combined voting power of all classes of stock of the Company or of any Parent
Corporation or Subsidiary Corporation (after application of the attribution
rules set forth in Section 424(d) of the IRC).
"STOCK OPTION" OR "OPTION" means a right to purchase stock of the Company
granted under Article 6 of this Plan to an Eligible Person.
"STOCK INCENTIVE PLAN COMMITTEE" means the committee appointed by the Board to
administer this Plan pursuant to Section 4.1(b).
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"SUBSIDIARY CORPORATION" means any Subsidiary Corporation as defined in Section
424(f) of the IRC.
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2000 STOCK INCENTIVE PLAN (DIGITAL BRIDGE, INC.)
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