EXHIBIT E
GLOBALNET, INC.
2000 STOCK PLAN
1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are to attract and
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to Employees, Directors and Consultants and to
promote the success of the Company's business. Options granted under the Plan
may be Incentive Stock Options or Non-statutory Stock Options, as determined by
the Administrator at the time of grant. Stock Purchase Rights may also be
granted under the Plan.
2. DEFINITIONS. As used in this Stock Plan, the following definitions will
apply:
(a) "ADMINISTRATOR" means the Board or any of its Committees as will be
administering the Plan under Section 4 of the Plan.
(b) "APPLICABLE LAWS" means the requirements relating to the administration
of stock option plans under U.S. state corporate laws, U.S. federal and state
securities laws, the Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any other country or
jurisdiction where Options or Stock Purchase Rights are granted under the Plan.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CODE" means the Internal Revenue Code of 1986, as amended.
(e) "COMMITTEE" means a committee of Directors appointed by the Board under
Section 4 of the Plan.
(f) "COMMON STOCK" means the Common Stock of the Company.
(g) "COMPANY" means GlobalNet, Inc., a Nevada corporation.
(h) "CONSULTANT" means any person who is engaged by the Company or any
Parent or Subsidiary to render consulting or advisory services to such
entity.
(i) "DIRECTOR" means a member of the Board of Directors of the Company.
(j) "Disability" means total and permanent disability as defined in Section
22(e)(3) of the Code.
(k) "EMPLOYEE" means any person, including Officers and Directors, employed
by the Company or any Parent or Subsidiary of the Company. A Service Provider
will not cease to be an Employee in the case of (i) any leave of absence
approved by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any successor. For purposes
of Incentive Stock Options, no such leave may exceed ninety days, unless
re-employment on expiration of such leave is guaranteed by statute or contract.
If re-employment on expiration of a leave of absence approved by the Company is
not so guaranteed, on the 181st day of such leave any Incentive Stock Option
held by the Optionee will cease to be treated as an Incentive Stock Option and
will be treated for tax purposes as a Non-statutory Stock Option. Neither
service as a Director nor payment of a director's fee by the Company will be
sufficient to constitute "employment" by the Company.
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(l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
(m) "FAIR MARKET VALUE" means, as of any date, the value of Common Stock
determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
Market, its Fair Market Value will be the closing sales price for
the stock (or the closing bid, if no sales were reported) as quoted
on the exchange or system for the last market trading day prior to
the time of determination, as reported in The Wall Street Journal or
any other source as the Administrator considers reliable;
(ii) If the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value
will be the mean between the high bid and low asked prices for the
Common Stock on the last market trading day prior to the day of
determination; or
(iii) In the absence of an established market for the Common Stock, the
Fair Market Value will be determined in good faith by the
Administrator.
(n) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.
(o) "NON-STATUTORY STOCK OPTION" means an Option not intended to qualify as
an Incentive Stock Option.
(p) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
(q) "OPTION" means a stock option granted pursuant to the Plan.
(r) "OPTION AGREEMENT" means a written or electronic agreement between the
Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.
(s) "OPTION EXCHANGE PROGRAM" means a program whereby outstanding Options
are exchanged for Options with a lower exercise price.
(t) "OPTIONED STOCK" means the Common Stock subject to an Option or a Stock
Purchase Right.
(u) "OPTIONEE" means the holder of an outstanding Option or Stock Purchase
Right granted under the Plan.
(v) "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(w) "PLAN" means this 2000 Stock Plan.
(x) "RESTRICTED STOCK" means shares of Common Stock acquired pursuant to a
grant of a Stock Purchase Right under Section 11 below.
(y) "RULE 16B-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with
respect to the Plan.
(z) "SECTION 16(B)" means Section 16(b) of the Exchange Act.
(aa) "SERVICE PROVIDER" means an Employee, Director or Consultant.
(bb) "SHARE" means a share of the Common Stock, as adjusted under Section 12
below.
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(cc) "STOCK PURCHASE RIGHT" means a right to purchase Common Stock pursuant
to Section 11 below.
(dd) "SUBSIDIARY" means a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code.
3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 12 of the
Plan, the maximum aggregate number of Shares that may be subject to option and
sold under the Plan is 3,000,000 Shares. The Shares may be authorized but
unissued, or reacquired Common Stock.
If an Option or Stock Purchase Right expires or becomes unexercisable without
having been exercised in full, or is surrendered pursuant to an Option Exchange
Program, the unpurchased underlying Shares will become available for future
grant or sale under the Plan (unless the Plan has terminated). However, Shares
that have actually been issued under the Plan, on exercise of either an Option
or Stock Purchase Right, will not be returned to the Plan and will not become
available for future distribution under the Plan, except that if Shares of
Restricted Stock are repurchased by the Company at their original purchase
price, the Shares will become available for future grant under the Plan.
4. ADMINISTRATION OF THE PLAN.
(a) PROCEDURE.
(i) MULTIPLE ADMINISTRATIVE BODIES. The Plan may be administered by
different Committees with respect to different groups of Service
Providers.
(ii) SECTION 162(M). To the extent that the Administrator determines it
to be desirable to qualify Options granted hereunder as
"performance-based compensation," within the meaning of Section
162(m) of the Code, the Plan will be administered by a Committee
of two or more "outside directors," within the meaning of Section
162(m) of the Code.
(iii) RULE 16B-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder will be structured to satisfy the requirements for
exemption under Rule 16b-3.
(iv) OTHER ADMINISTRATION. Other than as provided above, the Plan will
be administered by (A) the Board or (B) a Committee, which
committee will be constituted to satisfy Applicable Laws.
(b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan and,
in the case of a Committee, the specific duties delegated by the Board to the
Committee, and subject to the approval of any relevant authorities, the
Administrator will have the authority in its discretion:
(i) to determine the Fair Market Value;
(ii) to select the Service Providers to whom Options and Stock Purchase
Rights may from time to time be granted hereunder;
(iii) to determine the number of Shares to be covered by each award
granted under the Plan;
(iv) to approve forms of agreement for use under the Plan;
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(v) to determine the terms and conditions, of any Option or Stock
Purchase Right granted under the Plan. The terms and conditions
include, but are not limited to, the exercise price, the time or
times when Options or Stock Purchase Rights may be exercised
(which may be based on performance criteria), Any vesting
acceleration or waiver of forfeiture restrictions, and any
Restriction or limitation regarding any Option or Stock
Purchase Right or underlying Common Stock, based in each case on
the factors as the Administrator, in its sole discretion, will
determine;
(vi) to determine whether and under what circumstances an Option may
be settled in cash under subsection 9(e) instead of Common
Stock;
(vii) to reduce the exercise price of any Option to the then current
Fair Market Value if the Fair Market Value of the Common Stock
covered by the Option has declined since the date the Option
was granted;
(viii) to initiate an Option Exchange Program;
(ix) to prescribe, amend and rescind rules and regulations relating to
the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax
treatment under foreign tax laws;
(x) to allow Optionees to satisfy withholding tax obligations by
electing to have the Company withhold from the Shares to be
issued on exercise of an Option or Stock Purchase Right that
number of Shares having a Fair Market Value equal to the amount
required to be withheld. The Fair Market Value of the Shares to be
withheld will be determined on the date that the amount of tax
to be withheld is to be determined. All elections by Optionees to
have Shares withheld for this purpose will be made in the
form and under the conditions as the Administrator may consider
necessary or advisable; and
(xi) to construe and interpret the terms of the Plan and awards granted
pursuant to the Plan.
(c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations and
interpretations of the Administrator will be final and binding on all Optionees.
5. ELIGIBILITY.
(a) Non-statutory Stock Options and Stock Purchase Rights may be
granted to Service Providers. Incentive Stock Options may be granted only to
Employees.
(b) Each Option will be designated in the Option Agreement as either an
Incentive Stock Option or a Non-statutory Stock Option. However, notwithstanding
the designation, to the extent that the aggregate Fair Market Value of the
Shares with respect to which Incentive Stock Options are exercisable for the
first time by the Optionee during any calendar year (under all plans of the
Company and any Parent or Subsidiary) exceeds $100,000, the Options will be
treated as Non-statutory Stock Options. For purposes of this Section 5(b),
Incentive Stock Options will be taken into account in the order in which they
were granted. The Fair Market Value of the Shares will be determined as of the
time the Option with respect to the Shares is granted.
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(c) Neither the Plan nor any Option or Stock Purchase Right will confer on
any Optionee any right with respect to continuing the Optionee's relationship as
a Service Provider with the Company, nor will it interfere in any way with his
or her right or the Company's right to terminate the relationship at any time,
with or without cause.
(d) The following limitations will apply to grants of Options:
(i) No Service Provider will be granted, in any fiscal year of the
Company, Options to purchase more than ___________ Shares.
(ii) In connection with his or her initial service, a Service Provider
may be granted Options to purchase up to an additional _________
Shares which will not count against the limit set forth in
subsection (i) above.
(iii) The foregoing limitations will be adjusted proportionately in
connection with any change in the Company's capitalization
as described in Section 12.
(iv) If an Option is cancelled in the same fiscal year of the Company
in which it was granted (other than in connection with a
transaction described in Section 12), the cancelled Option will
be counted against the limits set forth in subsections (i) and (ii)
above. For this purpose, if the exercise price of an Option is
reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.
6. TERM OF PLAN. The Plan will become effective on its adoption by the Board.
It will continue in effect for a term of ten (10) years unless terminated at an
earlier date under Section 14 of the Plan.
7. TERM OF OPTION. The term of each Option will be stated in the Option
Agreement; provided, however, that the term will be no more than ten (10) years
from the date of grant. In the case of an Incentive Stock Option granted to an
Optionee who, at the time the Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
Company or any Parent or Subsidiary, the term of the Option will be five (5)
years from the date of grant or a shorter term as may be provided in the Option
Agreement.
8. OPTION EXERCISE PRICE AND CONSIDERATION.
(a) OPTION EXERCISE PRICE. The per share exercise price for the Shares
to be issued on exercise of an Option will be the price as is determined by the
Administrator, but will be subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time of grant of the Option,
owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any
Parent or Subsidiary, the exercise price will be no less
than 110% of the Fair Market Value per Share on the date of
grant.
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(B) granted to any other Employee, the per Share exercise price
will be no less than 100% of the Fair Market Value
per Share on the date of grant.
(ii) In the case of a Non-statutory Stock Option, the per Share exercise
price will be determined by the Administrator. In the case of a
Non-statutory Stock Option intended to qualify as "performance-
based compensation" within the meaning of Section 162(m) of the
Code, the per Share exercise price will be no less than 100% of
the Fair Market Value per Share on the date of grant.
(iii) Notwithstanding the foregoing, Options may be granted with a per
Share exercise price other than as required above pursuant to a
merger or other corporate transaction.
(b) CONSIDERATION. The consideration to be paid for the Shares to be issued
on exercise of an Option, including the method of payment, will be determined by
the Administrator (and, in the case of an Incentive Stock Option, will be
determined at the time of grant). The consideration may consist of:
(i) cash,
(ii) check,
(iii) promissory note,
(iv) other Shares which:
(A) in the case of Shares acquired on exercise of an Option, have
been owned by the Optionee for more than six months on the
date of surrender, and
(B) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which the
Option will be exercised,
(v) consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan,
or
(vi) any combination of the foregoing methods of payment. In making
its determination as to the type of consideration to accept, the
Administrator will consider if acceptance of the consideration may
be Reasonably expected to benefit the Company.
9. EXERCISE OF OPTION.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option
granted under the Plan will be exercisable according to the terms of the Plan at
the times, and under any other conditions as determined by the Administrator and
set forth in the Option Agreement. Unless the Administrator provides otherwise,
vesting of Options granted to Officers and Directors will be tolled during any
unpaid leave of absence. An Option may not be exercised for a fraction of a
Share.
An Option will be considered exercised when the Company receives:
(i) written or electronic notice of exercise (under the Option
Agreement) from the person entitled to exercise the Option,
And
(ii) full payment for the Shares with respect to which the Option is
exercised.
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Full payment may consist of any consideration and method of payment authorized
by the Administrator and permitted by the Option Agreement and the Plan. Shares
issued on exercise of an Option will be issued in the name of the Optionee or,
if requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a shareholder will exist
with respect to the Shares, notwithstanding the exercise of the Option. The
Company will issue (or cause to be issued) the Shares promptly after the Option
is exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided
in Section 12 of the Plan.
Exercise of an Option in any manner will result in a decrease in the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.
(b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER. If an Optionee
ceases to be a Service Provider, the Optionee may exercise his or her Option
within the period of time as is specified in the Option Agreement to the extent
that the Option is vested on the date of termination (but in no event later than
the expiration of the term of the Option as set forth in the Option Agreement).
In the absence of a specified time in the Option Agreement, the Option will
remain exercisable for three (3) months following the Optionee's termination.
If, on the date of termination, the Optionee is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option will
revert to the Plan. If, after termination, the Optionee does not exercise his or
her Option within the time specified by the Administrator, the Option will
terminate, and the Shares covered by the Option will revert to the Plan.
(c) DISABILITY OF OPTIONEE. If an Optionee ceases to be a Service Provider
as a result of the Optionee's Disability, the Optionee may exercise his or her
Option within the period of time as is specified in the Option Agreement to the
extent the Option is vested on the date of termination (but in no event later
than the expiration of the term of the Option as set forth in the Option
Agreement). In the absence of a specified time in the Option Agreement, the
Option will remain exercisable for twelve (12) months following the Optionee's
termination. If, on the date of termination, the Optionee is not vested as to
his or her entire Option, the Shares covered by the unvested portion of the
Option will revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified, the Option will terminate,
and the Shares covered by the Option will revert to the Plan.
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(d) DEATH OF OPTIONEE. If an Optionee dies while a Service Provider,
the Option may be exercised within the period of time as is specified in the
Option Agreement to the extent that the Option is vested on the date of death
(but in no event later than the expiration of the term of the Option as set
forth in the Option Agreement) by the Optionee's estate or by a person who
acquires the right to exercise the Option by bequest or inheritance. In the
absence of a specified time in the Option Agreement, the Option will remain
exercisable for twelve (12) months following the Optionee's termination. If, at
the time of death, the Optionee is not vested as to the entire Option, the
Shares covered by the unvested portion of the Option will immediately revert to
the Plan. If the Option is not so exercised within the time specified, the
Option will terminate, and the Shares covered by the Option will revert to the
Plan.
(e) BUYOUT PROVISIONS. The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Option previously granted, based on the
terms and conditions as the Administrator will establish and communicate to the
Optionee at the time that the offer is made.
10. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. The Options and
Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.
11. STOCK PURCHASE RIGHTS.
(a) RIGHTS TO PURCHASE. Stock Purchase Rights may be issued either
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. After the Administrator determines
that it will offer Stock Purchase Rights under the Plan, it will advise the
offeree in writing or electronically of the terms, conditions and restrictions
related to the offer, including the number of Shares that the person will be
entitled to purchase, the price to be paid, and the time within which the person
must accept the offer. The offer will be accepted by execution of a Restricted
Stock purchase agreement in the form determined by the Administrator.
(b) REPURCHASE OPTION. Unless the Administrator determines otherwise,
the Restricted Stock purchase agreement will grant the Company a repurchase
option exercisable on the voluntary or involuntary termination of the
purchaser's service with the Company for any reason (including death or
disability). The purchase price for Shares repurchased pursuant to the
Restricted Stock purchase agreement will be the original price paid by the
purchaser and may be paid by cancellation of any indebtedness of the purchaser
to the Company. The repurchase option will lapse at the rate as the
Administrator may determine.
(c) OTHER PROVISIONS. The Restricted Stock purchase agreement will
contain any other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.
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(d) RIGHTS AS A SHAREHOLDER. Once the Stock Purchase Right is
exercised, the purchaser will have rights equivalent to those of a shareholder
and will be a shareholder when his or her purchase is entered on the records of
the duly authorized transfer agent of the Company. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
Stock Purchase Right is exercised, except as provided in Section 12 of the Plan.
12. ADJUSTMENTS ON CHANGES IN CAPITALIZATION, MERGER OR ASSET SALE.
(a) CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option or Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan on cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by each
outstanding Option or Stock Purchase Right, will be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock, or any other increase or decrease in
the number of issued shares of Common Stock effected without receipt of
consideration by the Company. The conversion of any convertible securities of
the Company will not be considered to have been "effected without receipt of
consideration." The adjustment will be made by the Board, whose determination in
that respect will be final, binding and conclusive. Except as expressly provided
in this Plan, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, will affect, and no
adjustment will be made to, the number or price of shares of Common Stock
subject to an Option or Stock Purchase Right.
(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or
liquidation of the Company, the Administrator will notify the Optionee not less
than fifteen (15) days prior to the proposed action. To the extent it has not
been previously exercised, the Option or Stock Purchase Right will terminate
immediately prior to the consummation of the proposed action.
(c) MERGER. In the event of a merger, sale or reorganization of the Company
with or into any other corporation or corporations or a sale of all or
substantially all of the assets or outstanding stock of the Company, in which
transaction the Company's stockholders immediately prior to the transaction own
immediately after the transaction less than 50% of the equity securities of the
surviving corporation or its parent, all Options that have not been terminated
under the Stock Option Agreement that will become vested within 18 months of the
closing date of the merger, sale or reorganization will be accelerated. In the
event of a merger of the Company with or into another corporation, each
outstanding Option or Stock Purchase Right may be assumed or an equivalent
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option or right may be substituted by the successor corporation or a parent or
subsidiary of the successor corporation. If, in the event, an Option or Stock
Purchase Right is not assumed or substituted, the Option or Stock Purchase Right
will terminate as of the date of the closing of the merger. For the purposes of
this paragraph, the Option or Stock Purchase Right will be considered assumed
if, following the merger, the Option or Stock Purchase Right confers the right
to purchase or receive, for each Share of Optioned Stock subject to the Option
or Stock Purchase Right immediately prior to the merger, the consideration
(whether stock, cash, or other securities or property) received in the merger by
holders of Common Stock for each Share held on the effective date of the
transaction (and if the holders are offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares).
If the consideration received in the merger is not solely common stock of the
successor corporation or its Parent, the Administrator may, with the consent of
the successor corporation, provide for the consideration to be received on the
exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock
subject to the Option or Stock Purchase Right, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger.
13. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. Unless
determined otherwise by the Administrator, an Option or Stock Purchase Right may
not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee. If the
Administrator makes an Option or Stock Purchase Right transferable, the Option
or Stock Purchase Right will contain all additional terms and conditions as the
Administrator considers appropriate.
14. TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS. The date of grant of an
Option or Stock Purchase Right will, for all purposes, be the date on which the
Administrator makes the determination granting the Option or Stock Purchase
Right, or any other date as is determined by the Administrator. Notice of the
determination will be given to each Service Provider to whom an Option or Stock
Purchase Right is so granted within a reasonable time after the date of the
grant.
15. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
suspend or terminate the Plan.
(b) SHAREHOLDER APPROVAL. The Board will obtain shareholder approval
of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.
(c) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan will impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan will not affect the Administrator's ability to exercise
the powers granted to it with respect to Options granted under the Plan prior to
the date of termination.
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16. CONDITIONS ON ISSUANCE OF SHARES.
(a) LEGAL COMPLIANCE. Shares will not be issued pursuant to the exercise of
an Option unless the exercise of the Option and the issuance and delivery of the
Shares will comply with Applicable Laws and will be further subject to the
approval of counsel for the Company with respect to such compliance.
(b) INVESTMENT REPRESENTATIONS. As a condition to the exercise of an
Option, the Administrator may require the person exercising the Option to
represent and warrant at the time of exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute the Shares if, in the opinion of counsel for the Company, such a
representation is required.
17. INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
considered by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares the Plan, will relieve the Company of any liability in
respect of the failure to issue or sell the Shares as to which the requisite
authority may not have been obtained.
18. RESERVATION OF SHARES. The Company, during the term of this Plan, will at
all times reserve and keep available a sufficient number of Shares to satisfy
the requirements of the Plan.
19. SHAREHOLDER APPROVAL. The Plan will be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted. Shareholder approval must be obtained in the degree and manner required
under Applicable Laws.
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GLOBALNET, INC.
2000 STOCK PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined in this Stock Option Agreement, the terms defined in
the 2000 Stock Plan will have the same defined meanings in this Stock Option
Agreement.
1. NOTICE OF STOCK OPTION GRANT.
NAME: ______________________________ "Optionee"
The Optionee has been granted an Option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:
DATE OF GRANT: __________________________
VESTING COMMENCEMENT DATE: _____________ "VCD"
EXERCISE PRICE PER SHARE: _________________
TOTAL NUMBER OF SHARES GRANTED: __________ Number of shares
TOTAL EXERCISE PRICE: _____________________ Total Price
TYPE OF OPTION: _________________________ Incentive Stock Option
_________________________ Non-statutory Stock Option
TERM/EXPIRATION DATE: ___________________
VESTING SCHEDULE:
The vesting schedule shall be determined by the Administrator in its sole
discretion.
TERMINATION PERIOD:
This Option will be exercisable for one month after Optionee ceases to be a
Service Provider. On Optionee's death or Disability, this Option may be
exercised for one year after Optionee ceases to be a Service Provider. In no
event may Optionee exercise this Option after the Term/Expiration Date as
provided above.
2. AGREEMENT.
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2. GRANT OF OPTION. The Plan Administrator of the Company grants to the
Optionee named in the Notice of Grant (the "Optionee"), an option (the "Option")
to purchase the number of Shares set forth in the Notice of Grant, at the
exercise price per Share set forth in the Notice of Grant (the "Exercise
Price"), and subject to the terms and conditions of the Plan, which is
incorporated by reference. Subject to Section 14(c) of the Plan, in the event of
a conflict between the terms and conditions of the Plan and this Option
Agreement, the terms and conditions of the Plan will prevail.
If designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this
Option is intended to qualify as an Incentive Stock Option as defined in Section
422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule
of Code Section 422(d), this Option will be treated as a Non-statutory Stock
Option ("NSO").
3. EXERCISE OF OPTION.
(i) RIGHT TO EXERCISE. This Option will be exercisable during its term
under the Vesting Schedule set out in the Notice of Grant and with the
applicable provisions of the Plan and this Option Agreement.
(ii) METHOD OF EXERCISE. This Option will be exercisable by delivery of an
exercise notice in the form attached as Exhibit A (the "Exercise Notice") which
will state the election to exercise the Option, the number of Shares with
respect to which the Option is being exercised, and any other representations
and agreements as may be required by the Company. The Exercise Notice will be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option will be considered to be exercised on receipt by the Company
of a fully executed Exercise Notice accompanied by the aggregate Exercise Price.
No Shares will be issued pursuant to the exercise of an Option unless
the issuance and exercise complies with Applicable Laws. Assuming compliance,
for income tax purposes the Shares will be considered transferred to the
Optionee on the date on which the Option is exercised with respect to the
Shares.
3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price will be by any
of the following, or a combination of the following, at the election of the
Optionee:
(a) cash or check;
(b) consideration received by the Company under a formal cashless exercise
program adopted by the Company in connection with the Plan; or
(c) surrender of other Shares which:
(i) in the case of Shares acquired on exercise of an option, have been
owned by the Optionee for more than six (6) months on the date
of surrender, and
(ii) have a Fair Market Value on the date of surrender equal to the
aggregate Exercise Price of the Exercised Shares.
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4. RESTRICTIONS ON EXERCISE. This Option may not be exercised until such time
as the Plan has been approved by the shareholders of the Company, or if the
issuance of the Shares on the exercise or the method of payment of consideration
for the shares would constitute a violation of any Applicable Law.
5. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by Optionee. The terms of the
Plan and this Option Agreement will be binding on the executors, administrators,
heirs, successors and assigns of the Optionee.
6. TERM OF OPTION. This Option may be exercised only within the term set out
in the Notice of Grant, and may be exercised during the term only under the Plan
and the terms of this Option.
7. TAX CONSEQUENCES. Set forth below is a brief summary as of the date of this
Option of some of the federal tax consequences of exercise of this Option and
disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.
(a) EXERCISE OF NSO. There may be a regular federal income tax liability on
the exercise of an NSO. The Optionee will be treated as having received
compensation income (taxable at ordinary income tax rates) equal to the excess,
if any, of the Fair Market Value of the Shares on the date of exercise over the
Exercise Price. If Optionee is an Employee or a former Employee, the Company
will be required to withhold from Optionee's compensation or collect from
Optionee and pay to the applicable taxing authorities an amount in cash equal to
a percentage of this compensation income at the time of exercise, and may refuse
to honor the exercise and refuse to deliver Shares if the withholding amounts
are not delivered at the time of exercise.
(b) EXERCISE OF ISO. If this Option qualifies as an ISO, there will be no
regular federal income tax liability on the exercise of the Option, although the
excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price will be treated as an adjustment to the alternative
minimum tax for federal tax purposes and may subject the Optionee to the
alternative minimum tax in the year of exercise.
(c) DISPOSITION OF SHARES. In the case of an NSO, if Shares are held for
not less than one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal income tax purposes. In the case
of an ISO, if Shares transferred pursuant to the Option are held for not less
than one year after exercise and of not less than two years after the Date of
Grant, any gain realized on disposition of the Shares will also be treated as
long-term capital gain for federal income tax purposes. If Shares purchased
under an ISO are disposed of within one year after exercise or two years after
the Date of Grant, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent of the
difference between the Exercise Price and the lesser of:
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(i) the Fair Market Value of the Shares on the date of exercise, or
(ii) the sale price of the Shares. Any additional gain will be taxed as
capital gain, short-term or long-term depending on the period
that the ISO Shares were held.
(d) NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES. If the Option
granted to Optionee is an ISO, and if Optionee sells or otherwise disposes of
any of the Shares acquired pursuant to the ISO on or before the later of:
(i) the date two years after the Date of Grant, or
(ii) the date one year after the date of exercise, the Optionee will
immediately notify the Company in writing of such disposition.
Optionee agrees that Optionee may be subject to income tax
withholding by the Company on the compensation income recognized
by the Optionee.
8. ENTIRE AGREEMENT; GOVERNING LAW. The Plan is incorporated by reference. The
Plan and this Option Agreement constitute the entire agreement of the parties
and supersede in their entirety all prior undertakings and agreements of the
Company and Optionee with respect to Options and Stock Purchase Rights, and may
not be modified adversely to the Optionee's interest except by means of a
writing signed by the Company and Optionee. This agreement is governed by the
internal substantive laws but not the choice of law rules of Nevada.
9. NO GUARANTEE OF CONTINUED SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES THAT
THE VESTING OF SHARES PURSUANT TO THE APPLICABLE VESTING SCHEDULE IS EARNED ONLY
BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE
ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE ATTACHED VESTING SCHEDULE DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE
VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY
WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
Optionee acknowledges receipt of a copy of the Plan and represents that he or
she is familiar with the terms and provisions of the Plan, and accepts this
Option subject to all of the terms and provisions of the Plan. Optionee has
reviewed the Plan and this Option in their entirety, has had an opportunity to
obtain the advice of counsel prior to executing this Option and fully
understands all provisions of the Option. Optionee agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator on
any questions arising under the Plan or this Option. Optionee further agrees to
notify the Company on any change in the residence address indicated below.
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OPTIONEE: GLOBALNET, INC.
_________________________________ _________________________________
Signature By:_______________________
_________________________________ _________________________________
Print Name Title
_________________________________
Social Security Number
Residential Address:
_________________________________
_________________________________
CONSENT OF SPOUSE
The undersigned spouse of Optionee has read and approves the terms and
conditions of the Plan and this Option Agreement. In consideration of the
Company's granting his or her spouse the right to purchase Shares as set forth
in the Plan and this Option Agreement, the undersigned agrees to be irrevocably
bound by the terms and conditions of the Plan and this Option Agreement and
further agrees that any community property interest shall be similarly bound.
The undersigned appoints the undersigned's spouse as attorney-in-fact for the
undersigned with respect to any amendment or exercise of rights under the Plan
or this Option Agreement.
_________________________________
Spouse of Optionee
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EXHIBIT A
2000 STOCK PLAN
EXERCISE NOTICE
GlobalNet, Inc.
721 E. Madison
Villa Park, Illinois 60181
1. EXERCISE OF OPTION. Effective as of today, ___________, 20__, the
undersigned ("Optionee") elects to exercise Optionee's option to purchase
_________ shares of the Common Stock (the "Shares") of GlobalNet, Inc. (the
"Company") under and pursuant to the 2000 stock plan (the "Plan") and the stock
option agreement dated ________, 20__ (the "Option Agreement"). The purchase
price for the Shares shall be $________, as required by the Option Agreement.
2. DELIVERY OF PAYMENT. Purchaser has delivered to the Company the full
purchase price of the Shares.
3. REPRESENTATIONS OF OPTIONEE. Optionee acknowledges that Optionee has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.
4. RIGHTS AS SHAREHOLDER. Until the issuance of the Shares (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder will exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Shares will be issued to the
Optionee as soon as practicable after the Option is exercised. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date of issuance except as provided in Section 12 of the Plan.
5. TAX CONSULTATION. Optionee understands that Optionee may suffer
adverse tax consequences as a result of Optionee's purchase or disposition of
the Shares. Optionee represents that Optionee has consulted with any tax
consultants Optionee considers advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for
any tax advice.
6. INTERPRETATION. Any dispute regarding the interpretation of this
Exercise Notice will be submitted by Optionee or by the Company immediately to
the Administrator which will review the dispute at its next regular meeting. The
resolution of a dispute by the Administrator will be final and binding on all
parties.
7. ENTIRE AGREEMENT/GOVERNING LAW. The Plan and Option Agreement are
incorporated by reference. This Exercise Notice, the Plan, the Option Agreement
and the Investment Representation Statement constitute the entire agreement of
the parties concerning Options and Stock Purchase Rights and supersede in their
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entirety all prior undertakings and agreements of the Company and Optionee
concerning Options and Stock Purchase Rights, and may not be modified adversely
to the Optionee's interest except by means of a writing signed by the Company
and Optionee. This Exercise Notice is governed by the internal substantive laws
but not the choice of law rules, of Nevada.
SUBMITTED BY: ACCEPTED BY:
OPTIONEE: GLOBALNET, INC.
_________________________________ _________________________________
Signature By:_______________________
_________________________________ _________________________________
Print Name Title
_________________________________
Social Security Number
Date Received: _____________________
