TOURJETS AIRLINE CORP
S-1/A, EX-10.1, 2001-01-19
AIR TRANSPORTATION, SCHEDULED
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                                                                    EXHIBIT 10.1

               TOURJETS AIRLINE CORPORATION (F/k/a SWISSJET INC.)
                             2000 STOCK OPTION PLAN


SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.
         Tourjets Airline Corporation ("Tourjets" F/k/a Swissjet Inc.) 2000
Stock Option Plan (the "Plan") is designed to assist Tourjets in attracting,
retaining and providing incentives to selected key management personnel by
offering them the opportunity to acquire a proprietary interest in the Company
and, thus, in its growth and success. For purposes of the Plan, the following
terms shall have the meanings set forth below:
         (a) "BOARD" means the Board of Directors of the Company.
         (b) "CODE" means the Internal Revenue Code of 1986, as amended from
             time to time, or any successor thereto.
         (c) "COMMITTEE" means the Compensation Committee of the Board, or any
             other committee the Board may subsequently appoint to administer
             the Plan as provided herein. If at any time no Committee shall be
             in office, then the functions of the Committee specified in this
             Plan shall be exercised by the members of the Board who are not
             employees of the Group.
         (d) "COMMON STOCK" means shares of the common stock, $.001 par value,
             of the Company.
         (e) "COMPANY" means Tourjets, a corporation organized under the laws of
             the State of Florida (or any successor corporation).
         (f) "CONTROLLING SHAREHOLDER" means any person or entity that (i) owns
             at least 50% of the number of outstanding shares of common stock,
             or (ii) possesses at least 50% of the total combined voting power
             of all classes of Company stock, either directly or indirectly,
             through one or more entities that are more than 50% owned by such
             person or entity.
         (g) "ELIGIBLE PERSON" means a person described in Section 4 hereof.
         (h) "FAIR MARKET VALUE" means: (i) if the shares of common stock are
             listed or admitted to trading on any securities exchange in the
             United States on the applicable determination date, the closing
             price, regular way, on such day on the principal securities
             exchange in the United States on which shares of common stock are
             traded; (ii) if clause (i) does not apply or if no sale takes place
             on such day, the average of the closing bid and asked prices in the
             United States on such day, as reported by a reputable quotation
             source designated by the Committee; (iii) if the preceding clauses
             (i) and (ii) do not apply, the average of the reported high bid and
             low asked prices in the United States on such day, as reported in
             the Wall Street Journal (Eastern edition) or other newspaper
             designated by the Committee; or (iv) if the preceding clauses (i),
             (ii) and (iii) do not apply, (A) in the case of a Valuation Date
             described in clause (ii) of Section 1(q), the price per share at
             which at least five percent of the total outstanding shares of
             common stock are sold in an arm's-length transaction that occurred
             ten business days prior to such Valuation Date, (B) in the case of
             a Valuation Date described in clause (i) of Section 1(q), (I) the
             fair market value of a share of common stock, as determined by an
             independent valuation firm selected by the Committee or (II) in
             lieu of the valuation provided for by the preceding clause (I) and
             at the election of the Committee, the price per share at which at
             least five percent of the total outstanding shares of common stock
             are sold in an arm's-length transaction that occurred within ninety
             days prior to such Valuation Date; (C) in lieu of the foregoing
             clauses (iv)(A) and (iv)(B), the fair market value of a share of
             common stock as agreed to between the Committee and a Participant;
             or (D) in the case of the grant of a Stock Option, the fair market
             value of a share of common stock, as determined by the Committee in
             good faith
         (i) "GROUP" means the Company and any affiliate of the Company.
         (j) "INCENTIVE STOCK OPTION" means a Stock Option that is intended to
             qualify as an incentive stock option within the meaning of Section
             422 of the Code.
         (k) "INITIAL PUBLIC OFFERING" means the sale of shares of common stock
             pursuant to an effective registration statement under the
             Securities Act of 1933 whereby, upon completion of such offering,
             at least 20% of the total outstanding shares of common stock are
             held by public shareholders. (l) "NONQUALIFIED STOCK OPTION" means
             a Stock Option that is not an incentive stock option within the
             meaning of Section 422 of the Code.

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         (l) "OPTION SHARES" means shares of common stock acquired pursuant to
             the exercise of Stock Options granted hereunder.
         (m) "PARTICIPANT" means any Eligible Person who has been awarded a
             Stock Option.
         (n) "STOCK OPTION" means any option to purchase shares of common stock
             granted pursuant to this Plan.
         (o) "SUBSIDIARY" means a subsidiary corporation as defined in Section
             424(f) of the Code.
         (p) "VALUATION DATE" shall mean (i) April 30 of each calendar year;
             (ii) the tenth business day following any arm's-length sale by any
             shareholder of a minimum of five of the total outstanding shares of
             common stock to any unrelated third party; and (iii) any other date
             agreed to between a Participant and the Committee.
         (q) "TOURJETS" or the "COMPANY" means Tourjets Airline Company, a
             corporation organized under the laws of the State of Florida (or
             any successor corporation).

SECTION 2. ADMINISTRATION.
         The Committee shall have plenary authority, in its discretion, to
determine the terms of all awards of Stock Options hereunder (which terms need
not be identical), including, without limitation, the exercise price of Stock
Options, the Eligible Persons to whom Stock Options are awarded, whether an
option shall be an Incentive Stock Option or a Nonqualified Stock Option, the
time or times at which awards are made, the number of shares covered by awards,
and the period during which Stock Options may be exercised. In making such
determinations, the Committee may take into account the nature of the services
rendered by the respective persons, their present and potential contributions to
the success of the Group, and such other factors as the Committee in its
discretion shall deem relevant. Subject to the express provisions of the Plan,
the Committee shall have plenary authority to interpret the Plan, to prescribe,
amend and rescind rules and regulations relating to it and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
The determinations of the Committee on the matters referred to in this Section 2
shall be conclusive.

SECTION 3. STOCK SUBJECT TO PLAN; ADJUSTMENTS.
         The total number of shares of common stock reserved and available for
issuance under the Plan shall be 1,250,000. To the extent that any Stock Option
expires, is canceled or otherwise terminates without being exercised, the shares
covered by such Stock Option shall again be available for issuance in connection
with subsequent awards covering shares of the same Series under the Plan.
         The maximum number of shares as to which Stock Options may be granted
under this Plan shall be proportionately adjusted, and the terms of outstanding
Stock Options shall be adjusted, as the Committee shall determined to be
equitably required in the event that (a) the Company (i) effects one or more
stock dividends, stock split-ups, subdivisions or consolidations of shares or
(ii) engages in a transaction to which Section 424 of the Code applies or (b)
there occurs any other event which, in the judgment of the Administrator
necessitates such action. Any determination made under this Section 3 by the
Committee shall be final and conclusive.
         The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to,
outstanding Stock Options or the number of shares of common stock reserved for
issuance under this Plan.

SECTION 4. PARTICIPATION IN THE PLAN.
         Members of the Board, employees (whether or not they are officers or
members of the Board) and consultants of the Group shall be eligible to receive
awards of Stock Options pursuant to Section 5 hereof. Awards of Stock Options to
such persons shall be made by the Committee, in its sole and absolute
discretion, as provided by Section 2 hereof.

SECTION 5. STOCK OPTION AWARDS.
         Stock Options granted under the Plan to Eligible Persons shall be
either Incentive Stock Options or Nonqualified Stock Options; PROVIDED, HOWEVER,
that Incentive Stock Options shall not be granted to persons who are not
employees of the Group. No Stock Option that is intended to be an Incentive
Stock Option shall be invalid for failure to qualify as an Incentive Stock
Option. Each Stock Option granted under the Plan shall be clearly identified as
either a Nonqualified Stock Option or an Incentive Stock Option and shall be
evidenced by a written Stock Option

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Agreement that specifies the terms and conditions of the grant. Stock Options
shall be subject to the following terms and conditions and such other terms and
conditions not inconsistent with this Plan as the Committee may specify:
         (a) PRICE. The price per share of common stock at which a Stock Option
may be exercised shall not be less than eighty-five percent of the Fair Market
Value of the common stock on the date of grant of the Stock Option. In the case
of an Incentive Stock Option, the exercise price per share of common stock shall
not be less than one hundred percent of the Fair Market Value of the common
stock on the date of grant. Notwithstanding the foregoing, in the case of an
Incentive Stock Option granted to a Participant who (applying the rules of
Section 424(d) of the Code) owns stock possessing more than ten percent of the
total combined voting power of all classes of stock of the Company or a
Subsidiary (a "Ten-Percent Shareholder"), the exercise price per share shall not
be less than ninety percent of the Fair Market Value of the common stock on the
date on which the option is granted.
         (b) EXERCISABILITY. Stock Options granted pursuant to this Plan shall
be exercisable at such times and under such conditions as shall be determined by
the Committee; PROVIDED, HOWEVER, that no Stock Option shall be exercisable
after the expiration of ten years from the date the option is granted (five
years in the case of an Incentive Stock Option granted to a Ten Percent
Shareholder).
         (c) PAYMENT OF OPTION PRICE. Subject to Section 5(b), Stock Options may
be exercised, in whole or in part, at any time during the term of the option by
giving written notice of exercise to the Company specifying the number of shares
to be purchased, accompanied by payment in full of the exercise price in cash.
To the extent provided in the applicable Stock Option Agreement, payment may
also be made in whole or in part, in the form of common stock already owned by
the Participant based on the Fair Market Value of the common stock on the date
the Stock Option is exercised. In no event may any shares of common stock that
are acquired by a Participant pursuant to the exercise of a Stock Option be
delivered as payment of the exercise price of a Stock Option, unless such shares
have been held by the Participant for at least six months.
         (d) TRANSFERABILITY OF STOCK OPTIONS. No Stock Option shall be
transferable other than by will or the laws of descent and distribution, except
to the extent required by applicable law. During the lifetime of a Participant
who has been awarded a Stock Option, such Stock Option may only be exercised by
such Participant, except as otherwise required by applicable law.

SECTION 6. RESTRICTIONS ON THE TRANSFER OF OPTION SHARES PRIOR TO AN INITIAL
PUBLIC OFFERING
         (a) Prior to an Initial Public Offering, no Option Shares may be sold,
assigned, mortgaged, transferred, pledged, hypothecated or otherwise encumbered
or disposed of (any such event is hereinafter referred to as a "Transfer")
except as permitted by Sections 6(b) through 6(e) hereof and Section 7 hereof.
         (b) If, prior to an Initial Public Offering, a Participant receives a
bona fide offer from an unrelated third party to purchase all or a portion of
the Participant's Option Shares, the Participant shall be permitted to sell such
shares to such third party only in accordance with the terms of this Section 6
and after offering to sell such Option Shares to Tourjets in accordance with the
following provisions:
             (i) The Participant shall deliver a notice (the "Offering Notice")
         to the Company stating (A) the Participant's bona fide intention to
         offer such Option Shares, (B) the number of Option Shares to be offered
         for sale, and (C) the price and terms, if any, upon which the
         Participant proposes to offer such Option Shares.
             (ii) Within ten days after the Offering Notice is given, Tourjets
         may elect to purchase from the Participant, at the price and on the
         terms specified in the Offering Notice, all of the Option Shares
         offered in the Offering Notice; provided, however, if the price so
         specified is payable in whole or in part in non-cash consideration,
         such non-cash consideration shall be valued at its fair market value on
         the date the Company receives the Offering Notice. The purchase price
         for the Option Shares may be paid by Tourjets in cash or in common
         stock (valued at fair market value, as hereinafter defined, as of the
         date of purchase by Tourjets), or a combination thereof, as determined
         by the Company in its sole discretion. For purposes of this Section 6,
         the fair market value of a share of Tourjets or the Company's common
         stock shall be the mean between the high and low sales prices of a
         share of the Company's common stock as reported on any national
         securities exchange as of the applicable date of purchase by the
         Company. Any shares of Tourjets common stock transferred to a
         Participant pursuant to this Section 6 shall be registered not later
         than ninety (90) days after the date of transfer pursuant to an
         effective registration statement under the Securities Act of 1933.
             (iii) The closing of the purchase of any Option Shares by Tourjets
         shall take place at the principal offices of Tourjets (or such other
         location as the parties may agree on) on the third business day after
         the expiration of the thirty-day period following the giving of the
         Offering Notice. At such closing, Tourjets or the

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         Company, as the case may be, shall (A) agree in writing with the
         Participant not to sell or otherwise dispose of such shares in
         violation of the Securities Act of 1933, as amended, and (B) make
         payment in the appropriate amount by means of a check or by a wire
         transfer to the Participant and/or the delivery of Tourjets stock
         certificates registered in the name of the Participant, against
         delivery of stock certificates representing the common stock so
         purchased, duly endorsed in blank by the person or persons in whose
         name such certificate is registered or accompanied by a duly executed
         stock or security assignment separate from the certificate.
         (c) In the event that all of the Option Shares being offered are not
purchased at the closing referred to in subsection (b)(iii), the Participant
shall for a period of 180 days thereafter have the right to sell or otherwise
dispose of the number of Option Shares offered in the Offering Notice, upon
terms and conditions (including the price per share) no more favorable to the
third party purchaser than those specified in the Offering Notice. In the event
that the Participant does not sell or otherwise dispose of such Option Shares
within the specified 180-day period, the right of first offer provided for in
this Section 6 shall continue to be applicable to any subsequent disposition of
such shares to the extent provided by this Section 6.
         (d) In the event that the right of first offer set forth in this
Section 6 is not exercised by Tourjets, the third party purchaser of such Option
Shares shall not be bound by the terms of Section 6 hereof.
         (e) If, on or after June 1, 2001, Tourjets owns less than eighty
percent (but more than fifty percent) of the outstanding common stock of the
Company and an Initial Public Offering has not occurred, Tourjets will use its
best efforts to assist Participants in locating a source of liquidity for their
Option Shares.

SECTION 7. NO RESTRICTIONS ON TRANSFER AFTER AN INITIAL PUBLIC OFFERING; CERTAIN
REPURCHASE RIGHTS.
         (a) Notwithstanding the provisions of Section 6 and except as provided
in Section 8 and Section 11(a) hereof, no restrictions shall apply under this
Plan to the Transfer of Option Shares after the occurrence of an Initial Public
Offering.
         (b) As of any Valuation Date occurring (i) before the occurrence of an
Initial Public Offering and (ii) after termination of a Participant's employment
for cause by the Group or Tourjets and its Subsidiaries, the Company or Tourjets
may repurchase all or a portion of the Option Shares held by such Participant or
his legatee or legatees at a price equal to the Fair Market Value of the shares
to be acquired. For purposes of this Section 7(b), a Participant's employment
shall be deemed to have been terminated for cause in the event that the Company
determines that the Participant has (i) committed a felony or a material act of
fraud or dishonesty against the Company, any other member of the Group or
Tourjets or any of its Subsidiaries, (ii) breached his or her duties of good
faith to the Company, any other member of the Group or Tourjets or any of its
Subsidiaries, or (iii) willfully failed to perform his or her assigned duties
after at least two (2) warnings specifically advising the Participant of his or
her shortcomings and providing the Participant with a reasonable "cure" period.

SECTION 8. REGULATORY APPROVAL AND COMPLIANCE.
         The Company shall not be required to issue any certificate or
certificates for shares of its common stock with respect to awards under this
Plan, or record any person as a holder of record of such shares, without
obtaining, to the complete satisfaction of the Committee, the approval of all
regulatory bodies deemed necessary by the Committee, and without complying, to
the Committee's complete satisfaction, with all rules and regulations, under
federal, state or local law deemed applicable by the Committee.

SECTION 9. WITHHOLDING TAXES.
         The Company's obligation to deliver shares of common stock to a
Participant upon the exercise of a Stock Option shall be subject to the
Participant's satisfaction of any applicable federal, state and local tax
withholding requirements. The Committee may, in its discretion, and subject to
such rules as it may prescribe in its discretion, permit a Participant to
satisfy applicable tax withholding obligations by any of the following means or
by a combination of such means: (a) tendering a cash payment; (b) authorizing
the Company to withhold from the common stock otherwise issuable to the
Participant as the result of the exercise of a Stock Option, a number of shares
having a Fair Market Value, as of the date the withholding tax obligation
arises, less than or equal to the amount of the withholding tax obligation; or
(c) delivering to the Company already owned and unencumbered shares of common
stock having a Fair Market Value, as of the date the withholding tax obligation
arises, less than or equal to the amount of the withholding tax obligation.



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SECTION 10. AMENDMENT AND TERMINATION.
         The Board may amend, alter or terminate the Plan in any respect at any
time. Notwithstanding the foregoing, no amendment, alteration or termination of
the Plan shall be made by the Board if it would impair the rights of a
Participant under any award theretofore granted. The Board may amend the terms
of any award theretofore granted, prospectively or retroactively, but no such
amendment shall impair the rights of any Participant with respect to such award
without such Participant's consent.

SECTION 11. GENERAL PROVISIONS.
         (a) The Committee may require each person acquiring shares pursuant to
awards hereunder to represent to and agree with the Company in writing that such
person is acquiring the shares without a view to distribution thereof. The
certificates for such shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer. All certificates for shares
of common stock issued pursuant to the Plan shall be subject to such stock
transfer orders and other restrictions as the Committee may deem advisable under
the rules, regulations and other requirements of the SEC, any stock exchange
upon which the common stock is then listed, and any applicable federal or state
securities laws. The Committee may place a legend or legends on any such
certificates to make appropriate reference to such restrictions.
         (b) Nothing contained in Section 6 shall prohibit a Participant from
delivering Option Shares to the Company to exercise a Stock Option in accordance
with Section 5(c) hereof or from authorizing the withholding of Option Shares or
delivering Option Shares to the Company to satisfy applicable tax withholding
requirements in accordance with Section 9 hereof. Upon the death of a
Participant, Option Shares may be transferred by will or the laws of descent and
distribution to the legatee or legatees of the Participant. The Transfer of
Option Shares by such legatee or legatees shall be subject to the provisions of
this Plan as if such legatee or legatees were the Participant.
         (c) Nothing contained in this Plan shall prevent the Board or Committee
from adopting other or additional compensation arrangements and such
arrangements may be either generally applicable or applicable only in specific
cases. The adoption of the Plan shall not confer upon any employee of the Group
any right to continued employment with the Group, nor shall it interfere in any
way with the right of the Group to terminate the employment of any of its
employees at any time.
         (d) No member of the Board or the Committee, nor any officer or
employee of the Group acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination, or interpretation taken or made
in good faith with respect to the Plan, and all members of the Board or the
Committee and each and any officer or employee of the Group acting on their
behalf shall, to the extent permitted by law, be fully indemnified and protected
by the Company in respect of any such action, determination or interpretation.
(e) The masculine pronoun wherever used shall include the feminine pronoun, and
the singular shall include the plural unless the context clearly indicates the
distinction.

SECTION 12. EFFECTIVE DATE OF PLAN.
         The Plan shall be effective on the date it is adopted by the Board (the
"Effective Date"), subject to the approval of the Plan by the Company's
Stockholders.

SECTION 13. TERM OF PLAN.
         Unless the Plan shall have previously been terminated in accordance
with Section 10, the Plan shall terminate and no Stock Options shall be granted
pursuant to the Plan after the tenth anniversary of the Effective Date.
Notwithstanding the foregoing, all Stock Options granted under the Plan prior to
such date shall remain in effect until such Stock Options have either been
exercised or have expired in accordance with their terms and the terms of this
Plan.

SECTION 14. GOVERNING LAW.
         This Plan shall be construed, administered and enforced according to
laws of the State of Florida, without giving effect to the principles of
conflicts of law thereof.





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