THE 1999 BENEFIT PLAN
OF
Cairo Acquisitions, Inc.
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THE 1999 BENEFIT PLAN OF CAIRO ACQUISITIONS, Inc.
Cairo Acquisitions, Inc., a Nevada corporation (the "Company"), hereby adopts
The 1999 Benefit Plan of Cairo Acquisitions, Inc.'s employees (the "Plan") this
14th day of December 1999. Under the Plan, the Company may issue shares of the
Company's common stock or grant options to acquire the Company's common stock,
par value $0.001 (the "Stock"), from time to time to employees, directors,
officers, consultants or advisors of the Company or its subsidiaries, all on the
terms and conditions set forth herein. In addition, at the discretion of the
Board of Directors, Shares may from time to time be granted under this Plan to
other individuals, including consultants or advisors, who contribute to the
success of the Company or its subsidiaries but are not employees of the Company
or its subsidiaries, provided that bona fide services shall be rendered by
consultants and advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.
1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Shares.
2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any shares approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any shares approved by the Plan Administrators shall be approved
as specified by the Board at the time of delegation.
3. Shares of Stock Subject to this Plan. The total value of shares issues
pursuant to this Plan shall not exceed a value of greater then Five Hundred
Thousand dollars ($500,000). If any right to acquire Stock granted under this
Plan is exercised by the delivery of shares of Stock or the relinquishment of
rights to shares of Stock, only the net shares of Stock issued (the shares of
stock issued less the shares of Stock surrendered) shall count against the total
number and value of shares reserved for issuance under the terms of this Plan.
4. Reservation of Stock on Granting of Rights. At the time any right is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such right until that right is exercised or
expires. The Company may reserve either authorized but unissued shares or issued
shares reacquired by the Company.
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5. Eligibility. The Plan Administrators may grant shares to employees, officers,
and directors of the Company and its subsidiaries, as may be existing from time
to time, and to other individuals who are not employees of the Company or its
subsidiaries, including consultants and advisors, provided that such consultants
and advisors render bona fide services to the Company or its subsidiaries and
such services are not rendered in connection with the offer or sale of
securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Shares shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.
6. Terms of Grants and Certain Limitations on Right to Exercise.
a. Each right to shares may its terms established by the Plan
Administrators at the time the right is granted.
b. The terms of the right, once it is granted, may be reduced only
as provided for in this Plan and under the express written
provisions of the grant.
c. Unless otherwise specifically provided by the written provisions
of the grant or required by applicable disclosure or other legal
requirements promulgated by the Securities and Exchange
Commission ("SEC"), no participant of this Plan or his or her
legal representative, legatee, or distributee will be, or shall
be deemed to be, a holder of any shares subject to any right
unless and until such participant exercises his or her right to
acquire all or a portion of the Stock subject to the right and
delivers any required consideration to the Company in accordance
with the terms of this Plan and then only as to the number of
shares of Stock acquired. Except as specifically provided in this
Plan or as otherwise specifically provided by the written
provisions of any grant, no adjustment to the exercise price or
the number of shares of Stock subject to the grant shall be made
for dividends or other rights for which the record date is prior
to the date on which the Stock subject to the grant is acquired
by the holder.
d. Rights shall vest and become exercisable at such time or times
and on such terms as the Plan Administrators may determine at the
time of the grant of the right.
e. Grants may contain such other provisions, including further
lawful restrictions on the vesting and exercise of the grant as
the Plan Administrators may deem advisable.
f. In no event may an grant be exercised after the expiration of its
term.
g. Grants shall be non-transferable, except by the laws of descent
and distribution.
7. Exercise Price. The Plan Administrators shall establish the exercise price
payable to the Company for shares to be obtained pursuant to any purchase
options which exercise price may be amended from time to time as the Plan
Administrators shall determine.
8. Payment of Exercise Price. The exercise of any option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.
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9. Withholding. If the grant or exercise of any right is subject to withholding
or other trust fund payment requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), or applicable state or local laws, the Company will
initially pay the recipient's liability and will be reimbursed by that person no
later than six months after such liability arises and such person hereby agrees
to such reimbursement terms.
10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the grants and rights made hereunder, issue replacements, or
declare grants void.
11. Options to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Options
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Options made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.
12. Listing and Registration of Shares. Each grant shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
rights or the issuance or purchase of shares thereunder, such right may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.
13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
rights then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 1.5 millionth share is issued hereunder.
14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock options as they may be amended from time to time,
such amendment or modification shall also be approved by the shareholders of the
Company.
ATTEST:
/s/ Ruairidh Campbell
----------------------------
Ruairidh Campbell, President
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