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2000 STOCK OPTION PLAN
OF
INTERNET MULTI-MEDIA CORPORATION
1. Purpose. The purpose of this Stock Option Plan is to advance the interests of
the Corporation by encouraging and enabling the acquisition of Larger personal
proprietary interests in the Corporation by employees and directors of, and
consultant to, the Corporation, and its Subsidiaries upon whose judgment and
keen interest the Corporation is largely dependent for the successful conduct of
its operation and by providing such employees, directors and consultants with
incentives to put forth maximum effort for the success of the Corporation's
business. It is anticipated that the incentives will stimulate the efforts of
such employees, directors and consultants on behalf of the Corporation and its
Subsidiaries, and strengthen their desire to remain with the Corporation and its
Subsidiaries. It also is expected that such incentives and the opportunity to
acquire such a proprietary interest will enable the Corporation and its
Subsidiaries to attract desirable personnel.
2. Definitions. When used in this Plan, unless the context otherwise requires:
(a). "Board of Directors" or "Board" shall mean the Board of Directors of the
Corporation, as constituted at any time.
(b). "Chairman of Board" shall mean the person who at the time shall be Chairman
of the Board of Directors.
(c). "Corporation" shall mean Internet Multi-Media Corporation.
(d). "Eligible Persons" shall mean those person described in Section 4 who are
potential recipients of Options.
(e). "Fair Market Value" on a specified date shall mean (A) the mean between the
high and low sale price reported on such date on the stock exchange or market,
including the National Association Securities Dealers, Inc.'s OTCBB market, if
any, on which Shares are primarily traded, but if no Shares were traded on such
date, then on the last previous date on which any Share was so traded, or (B) if
the Shares are not listed on any stock exchange or market, than the value as
established by the Board for such date using any reasonable method of valuation.
(f). "Options" shall mean the Stock Options granted pursuant to this Plan.
(g). "Plan" shall mean this 2000 Stock Option Plan of Internet Multi-Media
Corporation, as adopted by the Board on June 26, 2000, as the Plan from time to
time may be amended.
(h). "President" shall mean the person who at the time shall be the President of
the Corporation.
(i). "Shares" shall mean a share of common stock, $0.001 par value, of the
Corporation.
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(j). "Subsidiary" shall mean a wholly owned subsidiary of the Corporation.
3. Administration. The Plan shall be administered by the Board of Directors as
provided herein. Determination of the Board as to any question which may arise
with respect to the interpretation of the provisions of the Plan and Options
shall be final. The Board may authorize and establish such rules, regulations
and revisions thereof not inconsistent with the provisions of the Plan, as it
may been advisable to make the Plan and Options effective or provide for their
administration, and may take such other action with regard to the Plan and
Options as it shall deem advisable to effectuate their purpose.
4. Participants. All employees and directors of, and consultants to, the
Corporation or a Subsidiary, as determined by the Board, shall be eligible to
receive Options under the Plan. The parties to whom Options are granted under
this Plan, and the number of Shares subject to each such Option, shall be
determined by the Board, in its sole discretion, subject however, to the terms
and conditions of this Plan.
5. Shares. Subject to the provisions of Section 13 hereof, the Board may grant
Options with respect to an aggregate of up to 850,000 Shares, all of which
Shares may be either Shares held in treasury or authorized but unissued Shares.
If the Shares that would be issued or transferred pursuant to any Option are not
issued or transferred and cease to be issuable or transferable for any reason,
the number of Shares subject to such Option will no longer be charged against
the limitation provided herein and may again be made subject to Options.
6. Grant of Options. The number of any Options to be granted to any Eligible
Person shall be determined by the Board in its sole discretion. Options may be
granted to the same person at different times. The form of the Option shall be
determined from time to time by the Board. A certificate of Option signed by the
Chairman of the Board or President or a Vice President of the Corporation, shall
be issued to each person to whom an Option is granted.
7. Purchase Price. The purchase price per Share for the Shares purchased
pursuant to the exercise of an Option shall be fixed by the Board at the time of
grant of the Option but shall not be less than the Fair Market Value on the date
of grant; provided, however, that the purchase price per share for the Shares to
be purchased shall not be less than the par value per share.
8. Duration of Options. The duration of each Option shall be determined by the
Board at the time of grant; provided however that the duration of any Option
shall not be more than ten years from the date of grant.
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9. Exercise of Options. Except as otherwise provided herein, options, after the
grant hereof, shall be exercisable by the holder at such rate and times as may
be fixed by the board at the time of grant. Notwithstanding the foregoing, all
or part of any remaining unexercised Options grated to any person may be
exercised upon the occurrence of such special circumstances or event as in the
opinion of the Board merits special consideration.
An Option shall be exercised by the delivery of a written notice duly signed by
the holder thereof to such effect, together with the Option certificate and the
full purchase price of the Shares purchased pursuant to the exercise of the
Option, to the President or officer of the Corporation appointed by the
President for the purchase of receiving same. Payment of the full purchase price
shall be made as follows; by delivery in cash, or by check payable to the order
of the Corporation; or by any other method of payment as the Board in its
discretion may permit.
Within a reasonable time after the exercise of an Option, the Corporation shall
cause to be delivered to the person entitled thereto, a certificate for the
Shares purchased pursuant to the exercise of the Option. If the Option shall
have been exercised with respect to less than all of the Shares subject to the
Option, the Corporation shall also cause to be delivered to the person entitled
to a new Option certificate in replacement of the certificate surrendered at the
time of the exercise of the Option, indicating the number of Shares with respect
to which the Option remains available for exercise, or the original Option
certificate shall be endorsed to give effect to the partial exercise thereof.
Notwithstanding any other provision of the Plan or Option, no Option granted
pursuant to the Plan may be exercised at any time when the Option or the
granting or exercise thereof violates any law or governmental order or ruling.
10. Consideration for Options. The Corporation shall obtain consideration for
the grant of an Option as the board in its discretion may determine.
11. Restrictions on Transferability of Options. Options shall not be
transferable, except as authorized in writing by the Board of Directors in its
sole discretion.
12. Termination of Options. The options are irrevocable by the Corporation or
the Board of Directors for a period of three (3) years from date of grant. After
three (3) years from the date of grant, all or part of any Option, to the extent
unexercised, shall terminate immediately upon the death of a holder, or the
termination or cessation for any reason of the holder's employment by, or
service with, the
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Corporation or any Subsidiary, except that the holder shall have three months
following the cessation of employment or service, and no longer, to exercise any
unexercised Option that could have been exercised on the date on which such
employment or service terminated; provided, however, that such exercise must be
accomplished prior to the expiration of the term of such Option.
13. Adjustment Provision. If prior to the complete exercise of the any Option
there shall be declared and paid a stock dividend upon the Shares or if the
Shares shall be spilt up, converted, exchanged, reclassified, or in any way
substituted for, then the Option, to the extent that it has not been exercised,
shall entitle the holder thereof upon future exercise of the Option to such
number and kind of securities or cash or other property subject to the terms of
the Option to which he would have been entitled had he actually owned the Shares
subject to the unexercised portion of the Option at the time of the occurrence
of such stock dividend, split-up, conversion, exchange, reclassification or
substitution, and the aggregate purchase price upon future exercise of the
Option shall be the same as if the originally optioned Shares were being
purchased thereunder. If any such event should occur, the number of Shares with
respect to which Options remain to be issued, or with respect to which Options
may be reissued, shall be adjusted in a similar manner.
Notwithstanding any other provision of the Plan, in the event of a
recapitalization, rights offering, separation, reorganization, or any other
change in the corporate structure or outstanding Shares, the Board may make such
equitable adjustments to the number of Shares and class of shares available
hereunder to any outstanding Options as it shall deem appropriate to prevent
dilution or enlargement of rights.
Subject to any required action of shareholders, if the Corporation shall be the
surviving company in any merger or consolidation, any Options granted hereunder
shall cover the securities to which a holder of the number of Shares covered by
the unexercised portion of the Option would have been entitled pursuant to the
terms of the merger or consolidation.
Unless otherwise provided by the Board, upon any merger or consolidation in
which the Corporation is not the surviving company, a dissolution or liquidation
of the Corporation or a sale of substantially all or all of its assets, all
Options outstanding hereunder shall terminate, except that the surviving
corporation may grant an option or options to purchase its shares on such terms
and conditions, both as to the number of shares and otherwise, which shall
substantially preserve the rights and benefits of any Option then outstanding
hereunder.
Any fractional shares or securities issuable upon the exercise of an Option as a
result of any of the foregoing adjustments, may, in the discretion of the Board,
be eliminated or payable in cash based upon the
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Fair Market Value of such shares or securities at the time of such exercise.
14. Issuance of Shares and Compliance with Securities Act. The Corporation may
postpone the issuance and delivery of the Shares pursuant to the grant or
exercise of any Option until (a) the admission of such Shares to listing on any
stock exchange on which the Shares of the Corporation of the same class are then
listed, and (b) the completion of such registration or other qualification of
such Shares under any State of Federal law, rule, requirements or regulation as
the Corporation shall determine to be necessary or advisable. Any holder of an
Option shall make such representations and furnish such information as may, in
the opinion of counsel for the Corporation, be appropriate to permit the
Corporation, in light of the then existence or non-existence with respect to
such Shares of an effective Registration Statement under the Securities Act of
1933, as amended (the "Act"), to issue Shares in compliance with the provisions
of the Act or any comparable act. The Corporation shall have the right, in its
sole discretion, to legend any Shares which may be issued pursuant to the grant
or exercise of any Option, or may issue stop transfer orders with respect
thereof.
15. Income Tax Withholding. If the Corporation a Subsidiary is required to
withhold and amounts by reason of any provincial, federal, state or local tax
rules or regulations in respect of the issuance of Shares pursuant to the
exercise of the Option, the Corporation or the Subsidiary shall be entitled to
deduct or withhold such amounts from any cash or payment to be made to the
holder of the Option. In any event, the holder shall make available to the
Corporation or such Subsidiary, promptly when requested by the Corporation or
such Subsidiary; and the Corporation or Subsidiary shall be entitled to take and
authorize such steps as it deems necessary in order to have such funds made
available to the Corporation or Subsidiary out of funds or property due or to
become due to the holder of such Option.
16. Amendment to the Plan. Except as hereinafter provided, the Board may at any
time withdraw or from time to time amend the Plan as it relates to, the terms
and conditions of, any Option not therefore granted, and the Board, with the
consent of the affected holder of any Option, may at any time withdraw or from
time to time amend the Plan as it relates to, the terms and conditions of, any
outstanding Option.
17. No Right of Employment or Service. Nothing contained herein or in an Option
shall be construed to confer upon any director, employee or consultant any right
to be continued in the employ or service of the Corporation or any Subsidiary or
mitigate any right of the Corporation or any Subsidiary to retire, request the
resignation of or discharge or otherwise cease its services arrangement with any
employee or consultant at any time, with or without cause.
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18. Effective Date. The Plan is effective as of the date of adoption by the
Board of Directors of the Corporation, June 26, 2000.
19. Issuance of Options Pursuant to this Plan. The Board of Directors hereby
issues the following Options to the following persons in the capacities
indicated, on the 26th day of June, 2000:
Cornelia Patterson, Director: 200,000 Shares
Kelly Kampen, Director: 150,000 Shares
Michael Doodson, Director: 300,000 Shares
Reno J. Calabrigo, Director: 200,000 Shares
The above options are all exercisable at U. S. $0.18 per Share (Eighteen cents
per Share), the fair market value as determined by this Board of Directors on
June 22, 2000.
/s/
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Cornelia Patterson, Director
/s/
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Kelly Kampen, Director
/s/
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Michael Doodson, Director
/s/
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Reno J. Calabrigo, Director
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