SPARTA VENTURES CORP.
1998 COMBINED INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
1 Purpose. The purpose of the 1998 Combined Incentive and Nonqualified
Stock Option Plan (the "Plan") is to provide a means by which Sparta Ventures
Corp., a Nevada corporation (the "Company"), may attract, reward and retain
services or advice of current or future employees, officers, directors and
agents of the Company and to provide added incentives to them by encouraging
stock ownership in the Company.
2 Administration. This Plan shall be administered by the Board of
Directors of the Company (the "Board") or, if the Board shall authorize a
committee to administer this Plan, by such committee to the extent so
authorized; provided, however, that only the Board of Directors may suspend,
amend or terminate this Plan as provided in Section 13, and provided further
that a committee that includes officers of the Company shall not be permitted to
grant options to persons who are officers of the Company. The administrator of
this Plan is referred to as the "Plan Administrator".
2.1 Procedures. The Board of Directors shall designate one member of the
Plan Administrator as chairman. The Plan Administrator may hold meetings at
such times and places as it shall determine. The acts of a majority of the
members of the Plan Administrator present at meetings at which a quorum exists,
or acts approved in writing by all Plan Administrator members, shall constitute
valid acts of the Plan Administrator.
2.2 Powers. Subject to the specific provisions of this Plan, the Plan
Administrator shall have the authority, in its discretion: (a) to grant the
stock options described in Section 5, including Incentive Stock Options and
Non-Qualified Stock Options, and to designate each option granted as an
Incentive Stock Option or a Non-Qualified Stock Option; (b) to determine, in
accordance with section 5.1 (f) of this Plan, the fair market value of the
shares of Common Stock subject to options; (c) to determine the exercise price
per share of options; (d) to determine the Optionees to whom, and the time or
times at which, options shall be granted and the number of shares of common
Stock to be represented by each option; (e) to interpret this Plan; (f) the
prescribe, amend and rescind rules and regulations relating to this Plan; (g) to
determine the terms and provisions of each option granted (which need not be
identical) and, with the consent of the Optionee, modify or amend each option;
(h) to reduce the exercise price per share of the outstanding and unexercised
options; (i) to defer, with the consent of the Optionee, or to accelerate the
exercise date of any option; (j) to waive or modify any term or provisions
contained in any option applicable to the underlying shares of Common Stock; (k)
to authorize any person to execute on behalf of the Company any instrument
required to effectuate the grant of an option previously granted by the Plan
Administrator; and (l) to make all other determinations deemed necessary or
advisable for the administration of this Plan. The interpretation and
construction by the Plan Administrator of any terms or provisions of this Plan,
any option issued hereunder or of any rule or regulation promulgated in
connection herewith and all actions taken by the Plan Administrator shall be
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conclusive and binding on all interested parties. The Plan Administrator may
delegate administrative functions to individuals who are officers or employees
of the Company.
2.3 Limited Liability. No member of the Board of Directors or the Plan
Administrator or officer of the Company shall be liable for any action or
inaction of the entity or body, or another person or, except in circumstances
involving bad faith, of himself or herself. Subject only to compliance with the
explicit provisions hereof, the Board of Directors and Plan Administrator may
act in their absolute discretion in all matters related to the Plan.
2.4 Securities Exchange Act of 1934. At any time that the Company has a
class of securities registered pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), this Plan shall be administered in
accordance with Rule 16b-3 adopted under the Exchange Act and Section 162(m) of
the Internal Revenue Code of 1986, as amended, and the regulations, proposed and
final, thereunder, as all may be amended from time to time, and each member of
the Plan Administrator shall be a "disinterested director" and an "outside
director" with the meaning of such Rule 16b-3 and Section 162(m), respectively.
3 Stock Subject to This Plan. Subject to adjustment as provided below and
in Section 11 hereof, the stock subject to this Plan shall be the Company's
common stock (the "Common Stock") and the total number of shares of Common Stock
to be delivered on the exercise of all options granted under this Plan shall not
exceed 2,000,000 shares as such Common Stock was constituted on the Effective
Date of this Plan (as defined in Section 15 hereof). If any option granted
under this Plan expires, is surrendered, exchanged for another option, canceled
or terminated for any reason without having been exercised in full, the
unpurchased shares subject thereto shall again be available for purposes of this
Plan, including for replacement options that may be granted in exchange for such
surrendered, canceled or terminated options. Shares issued on exercise of
options granted under this Plan may be subject to restrictions on transfer,
repurchase rights or other restrictions as determined by the Plan Administrator.
4 Eligibility.
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4.1 Optionees. The Plan Administrator may award options to any current or
future employee, officer, agent, consultant or director of the Company or its
subsidiaries. Any party to whom an option is granted under this Plan is
referred to as an "Optionee".
4.2 Subsidiaries. As used in this Plan, the term "subsidiary" of a company
shall include any corporation in which such company owns, directly or
indirectly, at the time of the grant of an option hereunder, stock having 50% or
more of the total combined voting power of all classes of stock thereof.
5 Awards. The Plan Administrator, from time to time, may take the following
actions, separately or in combination, under this Plan: (a) grant Incentive
Stock Options, as defined in Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code") to any employee of the Company or its subsidiaries, as
provided in Section 5.1 of this Plan; (b) grant options other than Incentive
Stock Options ("Non-Qualified Stock Options") as provided in Section 5.2 of this
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Plan; (c) grant options to officers, employees and others in foreign
jurisdictions, as provided in Section 7 of this Plan; and (d) grant options in
certain acquisition transactions, as provided in Section 8 of this Plan. No
employee may be granted options to acquire more than 100,000 shares in any
fiscal year of the Company.
5.1 Incentive Stock Options. Incentive Stock Options shall be subject to
the following terms and conditions:
(a) Incentive Stock Options may be granted under this Plan only to employees
of the company or its subsidiaries, including employees who are directors.
(b) No employee may be granted Incentive Stock Options under this Plan to
the extent that the aggregate fair market value, on the date of grant, of the
Common Stock with respect to which Incentive Stock Options are exercisable for
the first time by that employee during any calendar year, under this Plan and
under any other incentive stock option plan (within the meaning of Section 422
of the Code) of the Company or any subsidiary, exceeds $100,000. To the extent
that any option designated as an Incentive Stock Option exceeds the $100,000
limit, such option shall be treated as a Non-Qualified Stock Option. In making
this determination, options shall be taken into account in the order in which
they were granted, and the fair market value of the shares of Common Stock shall
be determined as of the time that the option with respect to such shares was
granted.
(c) An Incentive Stock Option may be granted under this Plan to an employee
possessing more than 10% of the total combined voting power of all classes of
stock of the Company (as determined pursuant to the attribution rules contained
in Section 424(d) of the Code) only if the exercise price is at least 110% of
the fair market value of the common Stock subject to the option on the date the
option is granted, as described in Section 5.1(f) of this Plan, and only if the
option by its terms is not exercisable after the expiration of five years from
the date it is granted.
(d) Except as provided in sections 5.5 of this Plan, no Incentive Stock
Option granted under this Plan may be exercised unless at the time of such
exercise the Optionee is employed by the Company or any subsidiary of the
company and the Optionee has been so employed continuously since the date such
option was granted.
(e) Subject to Sections 5.1(c) and 5.1(d) of this Plan, Incentive Stock
Options granted under this Plan shall continue in effect for the period fixed by
the Plan Administrator, except that no Incentive Stock Option shall be
exercisable after ten years from the date it is granted.
(f) The exercise price shall not be less than 100% of the fair market value
of the shares of Common Stock covered by the Incentive Stock Option at the date
the option is granted. The fair market value of shares shall be the closing
price per share of the Common Stock on the date of grant as reported on a
securities quotation system or stock exchange. If such shares are not so
reported or listed, the Plan Administrator shall determine the fair market value
of the shares of Common Stock in its discretion.
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(g) The provisions of clauses (b) and (c) of this Section shall not apply if
either the applicable sections of the Code or the regulations thereunder are
amended so as to change or eliminate such limitations or to permit appropriate
modifications of those requirements by the Plan Administrator.
5.2 Non-Qualified Stock Options. Non-Qualified Stock Options shall be
subject to the following terms and conditions:
(a) The exercise price may be more or less than or equal to the fair market
value of the shares of Common Stock covered by the Non-Qualified Stock Option on
the date the option is granted, and the exercise price may fluctuate based on
criteria determined by the Plan Administrator. The fair market value of shares
of Common Stock covered by a Non-Qualified Stock Option shall be determined by
the Plan Administrator, as described in Section 5.1(f).
(b) Unless otherwise established by the Plan Administrator, any
Non-Qualified Stock Option shall terminate ten years after the date it is
granted.
5.3 Vesting. To ensure that the Company will achieve the purposes of and
receive the benefits contemplated in this Plan, any option granted to any
Optionee hereunder shall be exercisable according to a vesting schedule or no
vesting schedule as established or determined by the Plan Administrator.
5.4 Nontransferability. Options granted under this Plan and the rights and
privileges conferred hereby may not be transferred, assigned, pledged or
hypothecated in any manner (whether by operation of law or otherwise) other than
by will or by the applicable laws of descent and distribution, shall not be
subject to execution, attachment or similar process, and shall be exercisable
during the Optionee's lifetime only by the Optionee. Any purported transfer or
assignment in violation of this provision shall be void.
5.5 Termination of Options.
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(a) Generally. Unless otherwise determined by the Plan Administrator or
specified in the Optionee's Option Agreement, if the Optionee's employment or
service with the Company terminates for any reason other than for cause,
resignation, retirement, disability or death, and unless by its terms the option
sooner terminates or expires, then the Optionee may exercise, for a three month
period, that portion of the Optionee's option that was exercisable at the time
of such termination of employment or service (provided the conditions of Section
6.4 and any other conditions specified in the Option Agreement shall have been
met by the date of exercise of such option.
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(b) For Cause: Resignation.
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(i)If an Optionee is terminated for cause or resigns in lieu of dismissal, any
option granted hereunder shall be deemed to have terminated as of the time of
the first act that led or would have led to the termination for cause or
resignation in lieu of dismissal and such Optionee shall thereupon have no right
to purchase any shares of Common Stock pursuant to the exercise of such option,
and any such exercise shall be null and void. Termination for "cause" shall
include: (i) the violation by the Optionee of any reasonable rule or policy of
the Board of Directors or the Optionee's superiors or the chief executive
officer or the chief operating officer of the Company that results in damage to
the Company or which, after notice to do so, the Optionee fails to correct
within a reasonable time; (ii) any willful misconduct or gross negligence by the
Optionee in the responsibilities assigned to him or her; (iii) any willful
failure to perform his or her job as required to meet the objectives of the
Company; (iv) any wrongful conduct of an Optionee that has an adverse impact on
the Company or that constitutes a misappropriation of the assets of the Company;
(v) unauthorized disclosure of confidential information; or (vi) the Optionee's
performing services for any other company or person that competes with the
Company while he or she is employed by or provides services to the Company,
without the written approval of the chief executive officer of the Company.
"Resignation in lieu of dismissal" shall mean a resignation by an Optionee of
the employment with or service to the Company if: (i) the Company has given
prior notice to such Optionee of its intent to dismiss the Optionee for
circumstances that constitute cause; or (ii) within two months of the Optionee's
resignation, the chief operating officer or the chief executive officer of the
Company or the Board of Directors determines, which determination shall be final
and binding, that such resignation was related to an act that would have led to
a termination for cause.
(ii) If an Optionee resigns from the Company, the right of the Optionee to
exercise his or her option shall be suspended for a period of two months from
the date of the resignation, unless the chief executive officer of the Company
or the Board of Directors determines otherwise in writing. Thereafter, unless
there is a determination that the Optionee resigned in lieu of dismissal, the
option may be exercised at any time before the earlier of: (i) the expiration
date of the option (which shall have been similarly suspended); or (ii) the
expiration of three months after the date of resignation, for that portion of
the Optionee's option that was exercisable at the time of such resignation
(provided the conditions of Section 6.4 and any other conditions specified in
the Option Agreement shall have been met at the date of exercise of such
option).
(c) Retirement. Unless otherwise determined by the Plan Administrator, if
an Optionee's employment or service with the Company is terminated with the
Company's approval for reasons of age, the Option may be exercised at any time
before the earlier of: (a) the expiration date of the option; or (b) the
expiration of three months after the date of such termination of employment or
service (provided the conditions of Section 6.4 and any other conditions
specified in the Option Agreement shall have been met at the date of exercise of
such option).
(d) Disability. Unless otherwise determined by the Plan Administrator, if
an Optionee's employment or relationship with the Company terminates because of
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a permanent or total disability (as defined in Sections 22(e)(3) of the Code),
the option may be exercised at any time before the earlier of: (a) the
expiration date of the option; or (b) the expiration of 12 months after the date
of such termination, for up to the full number of shares of Common Stock covered
thereby, including any portion not yet vested (provided the conditions of
Section 6.4 and any other conditions specified in the Option Agreement shall
have been met be the date of exercise of such option).
(e) Death. Unless otherwise determined by the Plan Administrator, in the
event of the death of an Optionee while employed by or providing service to the
Company, the option may be exercised at any time before the earlier of: (a) the
expiration date of the option; or (b) the expiration of 12 months after the date
of death by the person or persons to whom such Optionee's rights under the
option shall pass by the Optionee's will or by the applicable laws of descent
and distribution, for up to the full number of shares of Common Stock covered
thereby, including any portion not yet vested (provided the conditions of
Section 6.4 and any other conditions specified in the Option Agreement shall
have been met be the date of exercise of such option).
(f) Extension of Exercise Period Applicable to Termination. The Plan
Administrator, at the time of grant or at any time thereafter, may extend the
one month, three month and 12 month exercise periods to any length of time not
longer than the original expiration date of the option, and may increase the
portion of an option that is exercisable, subject to such terms and conditions
as the Plan Administrator may determine; provided, that any extension of the
exercise period or other modification of an Incentive Stock Option shall be
subject to the written agreement and acknowledgment by the Optionee that the
extension of modification disqualifies the option as an Incentive Stock Option.
(g) Failure to Exercise Option. To the extent that the option of any
deceased Optionee or of any Optionee whose employment or service terminates is
not exercised within the applicable period, all rights to purchase shares of
Common Stock pursuant to such options shall cease and terminate.
(h) Transfers; Leaves. For purposes of this Section 5.5, a transfer of
employment or other relationship between or among the Company and/or any
subsidiaries shall not be deemed to constitute a termination of employment or
other cessation of relationship with the Company or any of its subsidiaries.
For purposes of this Section 5.5, with respect to Incentive Stock Options,
employment shall be deemed to continue while the Optionee is on military leave,
sick leave or other bona fide leave of absence (as determined by the Plan
Administrator) in accordance with the policies of the Company.
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6 Exercise.
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6.1 Procedure. Subject to the provisions of Section 5.3 above, each option
may be exercised in whole or in part; provided, however, that no fewer than 100
shares (or the remaining shares then purchasable under the option, if less than
100 shares) may be purchased on any exercise of any option granted hereunder and
that only whole shares will be issued pursuant to the exercise of any option
(the number of 100 shares shall not be changed by any transaction or action
described in Section 8 or Section 11 unless the Plan Administrator determines
that such a change is appropriate). Options shall be exercised by delivery to
the Secretary of the Company or his or her designated agent of notice of the
number of shares with respect to which the option is exercised, together with
payment in full of the exercise price and any applicable withholding taxes.
6.2 Payment. Payment of the option exercise price shall be made in full
when the notice of exercise of the option is delivered to the Secretary of the
Company, or his or her designated agent, and shall be in cash or bank certified
or cashier's check or through irrevocable instructions to a stock broker to
deliver the amount of sales proceeds necessary to pay the appropriate exercise
price and withholding tax obligations, all in accordance with applicable
governmental regulations, for the shares of Common Stock being purchased. The
Plan Administrator may determine at the time the option is granted for Incentive
Stock Options, or at an time before exercise for Non-Qualified Stock Options,
that additional forms of payment will be permitted.
6.3 Withholding. Before the issuance of shares of Common Stock on the
exercise of an option, the Optionee shall pay to the Company the amount of any
applicable federal, state or local tax withholding obligations. The Company may
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withhold any distribution in whole or in part until the Company is so paid. The
Company shall have the right to withhold such amount from any other amounts due
or to become due from the Company to the Optionee, including salary (subject to
applicable law) or to retain and withhold a number of shares having a market
value not less than the amount of such taxes required to be withheld by the
Company to reimburse it for any such taxes and cancel (in whole or in part) any
such shares so withheld.
6.4 Conditions Precedent to Exercise. The Plan Administrator may establish
conditions precedent to the exercise of any option, which shall be described in
the relevant Option Agreement.
7 Foreign Qualified Grants. Options under this Plan may be granted to
officers and employees of the Company and other persons described in Section 4
who reside in foreign jurisdictions as the Plan Administrator may determine from
time to time. The Board of Directors may adopt supplements to the Plan as
needed to comply with the applicable laws of such foreign jurisdictions and to
give Options favorable treatment under such laws; provided however, that no
award shall be granted under any such supplement on terms more beneficial to
such Optionees than those permitted by this Plan.
8 Corporate Mergers, Acquisitions, Etc. The Plan Administrator may also
grant options under this Plan having terms, conditions and provisions that vary
from those specified in this Plan provided that such options granted in
substitution for, or in connection with the assumption of, existing options
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granted, awarded or issued by another corporation and assumed or otherwise
agreed to be provided for by the Company pursuant to or by reason of a
transaction involving a corporate merger, consolidation, acquisition of property
or stock, reorganization or liquidation to which the Company is a party.
9 Holding Period. Unless otherwise determined by the Plan Administrator, if
a person subject to Section 16 of the Exchange Act exercises an option within
six months of the date of grant of the option, the shares of Common Stock
acquired on exercise of the option may not be sold until six months after the
date of grant of the option.
10 Option Agreements. Options granted under this Plan shall be evidenced by
written stock option agreements (the " Option Agreements") that shall contain
such terms, conditions, limitations and restrictions as the Plan Administrator
shall deem advisable and that are consistent with this Plan. All Option
Agreements shall include or incorporate by reference the applicable terms and
conditions contained in this Plan.
11 Adjustments On Changes in Capitalization.
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11.1 Stock Splits, Capital Stock Adjustments. The aggregate number and
class of shares for which options may be granted under this Plan, the number and
class of shares covered by each outstanding option and the exercise price per
share thereof (but not the total price), and each such option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock of the Company resulting from a stock split, stock
dividend or consolidation of shares or any like capital stock adjustment.
11.2 Effect of Merger, Sale of Assets, Liquidation or Dissolution.
(a) Mergers, Sale of Assets, Other Transactions. In the event of a merger,
consolidation or plan of exchange to which the Company is a party or a sale of
all or substantially all of Company's assets (each, a "Transaction") the Board
of Directors, in its sole discretion and to the extent possible under the
structure of the Transaction, shall select one of the following alternatives for
treating outstanding options under this Plan.
(i) Outstanding options shall remain in effect in accordance with their
terms;
(ii) Outstanding options shall be converted into options to purchase stock
in the corporation that is the surviving or acquiring corporation in the
Transaction. The amount, type of securities subject thereto and exercise price
of the converted options shall be determined by the Board of Directors of the
Company, taking into account the relative values of the companies involved in
the Transaction and the exchange rate, if any, used in determining shares of the
surviving corporation to be issued to holders of shares of the Company. Unless
otherwise determined by the Board of Directors, the converted options shall be
vested only to the extent that the vesting requirements relating to options
granted hereunder have been satisfied;
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(iii) The Board of Directors provides a period before the consummation of the
Transaction during which outstanding options shall be exercisable to the extent
vested and, on the expiration of such period, all unexercised options shall
immediately terminate. The Board of Directors, in its sole discretion, may
accelerate the vesting of such options so that they are exercisable in full
during such period; or
(iv) The Board of Directors shall take such other action with respect to
outstanding options as the Board deems to be in the best interests of the
Company.
(b) Liquidation, Dissolution. If the Company is liquidated or dissolved,
options shall be treated in accordance with Section 11.2 (a) (iii).
11.3 Fractional Shares. If the number of shares covered by any option is
adjusted, any fractional shares resulting from such adjustment shall be
disregarded and each such option shall cover only the number of full shares
resulting from such adjustment.
11.4 Determination of Board to Be Final. All adjustments under this Section
11 shall be made by the Board of Directors, and its determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive. Unless an Optionee agrees otherwise, any change or adjustment to an
Incentive Stock Option shall be made, if possible, in such a manner so as not to
constitute a "modification", as defined in Section 424(h) of the Code, and so as
not to cause the Optionee's Incentive Stock Option to fail to continue to
qualify as an Incentive Stock Option.
12 Securities Regulations. Shares of Common Stock shall not be issued with
respect to an option granted under this Plan unless the exercise of such option
and the issuance and delivery of such shares pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, any applicable
state securities laws, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, applicable laws of foreign
countries and other jurisdictions and the requirements of any quotation service
or stock exchange on which the shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance, including the availability of an exemption from registration for the
issuance and sale of any shares hereunder. The inability of the Company to
obtain, from any regulatory body having jurisdiction, the authority deemed by
the Company's counsel to be necessary for the lawful issuance and sale of any
shares hereunder or the unavailability of an exemption from registration for the
issuance and sale of any shares hereunder shall relieve the Company of any
liability with respect of the non-issuance or sale of such shares as to which
such requisite authority shall not have been obtained.
As a condition to the exercise of an option, the Company may require the
Optionee to represent and warrant at the time of any such exercise that the
shares of Common Stock are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the option of counsel
for the Company, such a representation is required by any relevant provision of
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the aforementioned laws. The Company may place a stop-transfer order against any
shares of Common Stock on the official stock books and the records of the
Company, and a legend may be stamped on stock certificates to the effect that
the shares of Common Stock may not be pledged, sold or otherwise transferred
unless an option of counsel is provided (concurred in by counsel for the
Company) stating that such transfer is not in violation of any applicable law or
regulation. The Plan Administrator may also require such other action or
agreement by the Optionees as may from time to time be necessary to comply with
the federal and state securities laws. THE PROVISION SHALL NOT OBLIGATE THE
COMPANY TO UNDERTAKE REGISTRATION OF THE OPTIONS OR STOCK THEREUNDER.
If any of the Company's capital stock of the same class as the Common Stock
subject to options is granted hereunder is listed on a national securities
exchange, all shares of Common Stock issued hereunder if not previously listed
on such exchange shall be authorized by that exchange for listing thereon before
the issuance thereof.
13 Amendment and Termination.
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13.1 Plan. The Board of Directors may at any time suspend, amend or
terminate this Plan, provided that, except as set forth in Section 8, the
approval of the Company's shareholders is necessary within twelve months before
or after the adoption by the Board of Directors of any amendment that will:
(a) increase the number of shares of Common Stock to be reserved for the
issuance of options under this Plan;
(b) permit the granting of stock options to a class of persons other than
those now permitted to receive stock options under this Plan; or
(c) require shareholder approval under applicable law, including Section
16(b) of the Exchange Act.
13.2 Options. Subject to the requirements of Section 422 of the Code with
respect to Incentive Stock Options and to the terms and conditions and within
the limitation of this Plan, the Plan Administrator may modify or amend
outstanding options granted under this Plan. The modification or amendment of
an outstanding option shall not, without the consent of the Optionee, impair or
diminish any of his or her rights or any of the obligations of the Company under
such option. Except as otherwise provided in this Plan, no outstanding option
shall be terminated without the consent of the Optionee. Unless the Optionee
agrees otherwise, any changes or adjustments made to outstanding Incentive Stock
Options granted under this Plan shall be made in such a manner so as not to
constitute a "modification", as defined in Section 425(h) of the Code, and so as
not to cause any Incentive Stock Option issued hereunder to fail to continue to
qualify as an Incentive Stock Option as defined in Section 422(b) of the Code.
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13.3 Automatic Termination. Unless sooner terminated by the Board of
Directors, this Plan shall terminate ten years from the date on which this Plan
is adopted by the Board. No option may be granted after such termination or
during any suspension of this Plan. The amendment or termination of this Plan
shall not, without the consent of the Optionee, alter or impair any rights or
obligations under any option theretofore granted under this Plan.
14 Miscellaneous.
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14.1 Time of Granting Options. The date of grant of an option shall, for
all purposes, be the date on which the Company completes the required corporate
action relating to the grant of an option; the execution of an Option Agreement
and the conditions to the exercise of an option shall not defer the date of
grant.
14.2 No Status as Shareholder. Neither the Optionee nor any party to which
the Optionee's rights and privileges under the option may pass shall be, or have
any of the rights or privileges or, a shareholder of the Company with respect to
any of the shares of Common Stock issueable on the exercise of any option
granted under this Plan unless and until such option has been exercised and the
issuance (as evidenced by the appropriate entry on the books of the Company or
duly authorized transfer agent of the Company) of the stock certificate
evidencing such shares.
14.3 Status as an Employee. Nothing in this Plan or any option granted
pursuant to this Plan shall confer on any Optionee any right to continue in the
employ of the Company, or to interfere in any way with the right of the Company
to terminate his or her employment or other relationship with the company at any
time.
14.4 Reservation of Shares. The Company, during the term of this Plan, at
all times will reserve and keep available such number of shares of Common Stock
as shall be sufficient to satisfy the requirements of this Plan.
15 Effectiveness of This Plan. This Plan shall become effective on the date
on which it is adopted by the Board of Directors of the Company (the "Effective
Date"). No option granted under this Plan to any officer or director of the
company shall become exercisable until the Plan is approved by the shareholders,
and any option granted before such approval shall be conditioned on and is
subject to such approval.
Adopted by the Board of Directors on August 21st, 1998
