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EXHIBIT 10.1
CAMCAP 2000 STOCK INCENTIVE PLAN
CAMCAP, INC.
2000 STOCK INCENTIVE PLAN
This 2000 Stock Incentive Plan (the "Plan") is adopted in consideration
for services rendered and to be rendered to CamCap, Inc. and related companies.
1. Definitions.
The terms used in this Plan shall, unless otherwise indicated
or required by the particular context, have the following meanings:
Board: The Board of Directors of CamCap, Inc.
Change in Control: (i) The acquisition, directly or
indirectly, by any person or group (within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934) of the beneficial ownership of more than
fifty percent of the outstanding securities of the Company, (ii) a merger or
consolidation in which the Company is not the surviving entity, except for a
transaction the principal purpose of which is to change the state in which the
Company is incorporated, (iii) the sale, transfer or other disposition of all or
substantially all of the assets of the Company, (iv) a complete liquidation or
dissolution of the Company, or (v) any reverse merger in which the Company is
the surviving entity but in which securities possessing more than fifty percent
of the total combined voting power of the Company's outstanding securities are
transferred to a person or persons different from the persons holding those
securities immediately prior to such merger.
Code: The Internal Revenue Code of 1986, as amended.
Common Stock: The Common Stock of CamCap, Inc.
Company: CamCap, Inc., a corporation incorporated under the
laws of Colorado, and any successors in interest by merger, operation of law,
assignment or purchase of all or substantially all of the property, assets or
business of the Company.
Consultant: A Consultant is any person, including any advisor,
engaged by the Company or any Related Company to render consulting services and
may include members of the Board.
Continuous Status as an Employee or Consultant: The employment
by, or relationship as a Consultant with, the Company or any Related Company is
not interrupted or terminated. The Board, at its sole discretion, may determine
whether Continuous Status as an Employee or Consultant shall be considered
interrupted due to personal or other mitigating circumstances.
Date of Grant: The date on which an Option is granted under
the Plan.
Employee: An Employee is an employee of the Company or any
Related Company.
Exercise Price: The price per share of Common Stock payable
upon exercise of an Option.
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Fair Market Value: The Fair Market Value of the Option Shares.
Such Fair Market Value shall be determined, in good faith, by the Option
Committee after such consultation with outside legal, accounting and other
experts as the Option Committee may deem advisable, and the Option Committee
shall maintain a written record of its method of determining such value.
Incentive Stock Options ("ISOs"): "Incentive Stock Options" as
that term is defined in Section 422 of the Code.
Non-Incentive Stock Options ("Non-ISOs"): Options which are
not intended to qualify as "Incentive Stock Options" under Section 422 of the
Code.
Offeree: An Employee or Consultant to whom a Right to Purchase
has been offered or who has acquired Restricted Stock under the Plan.
Option: The rights granted to an Employee or Consultant to
purchase Common Stock pursuant to the terms and conditions of an Option
Agreement.
Option Agreement: The written agreement (and any amendment or
supplement thereto) between the Company and an Employee or Consultant
designating the terms and conditions of an Option.
Option Committee: The Plan shall be administered by the Option
Committee which shall consist of the Board or a committee of the Board as the
Board may from time to time designate composed of not less than two members of
the Board who are not employees of the Company or a Related Company.
Option Shares: The shares of Common Stock underlying an Option
granted to an Employee or Consultant.
Optionee: An Employee or Consultant who has been granted an
Option.
Participant: An Employee or Consultant who holds an Option, a
Right to Purchase or Restricted Stock under the Plan.
Purchase Price: The Purchase Price per share of Restricted
Stock payable upon acceptance of a Right to Purchase.
Related Company: Any subsidiary of the Company and any other
business venture in which the Company has a significant interest as determined
in the discretion of the Option Committee.
Restricted Stock: The shares of Common Stock issued pursuant
to Section 15, subject to any restrictions and conditions as are established
pursuant to such Section 15.
Right to Purchase: A right to purchase Restricted Stock
granted to an Offeree pursuant to Section 15 hereof.
2. Purpose and Scope.
(a) The purpose of this Plan is to advance the interests of
the Company and its stockholders by affording Employees and Consultants an
opportunity for investment in the Company and the incentive advantages inherent
in stock ownership in this Company.
(b) This Plan authorizes the Option Committee to grant Options
to purchase shares of Common Stock to Employees and Consultants selected by the
Option Committee while considering criteria
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such as employment position or other relationship with the Company, duties and
responsibilities, ability, productivity, length of service or association,
morale, interest in the Company, recommendations by supervisors, and other
matters.
3. Administration of the Plan. The Plan shall be administered by the
Option Committee. The Option Committee shall have the authority granted to it
under this section and under each other section of the Plan.
In accordance with and subject to the provisions of the Plan,
the Option Committee shall select the Optionees and Offerees, shall determine
(i) the number of shares of Common Stock to be subject to each Option and Right
to Purchase, (ii) the time at which each Option or Right to Purchase is to be
granted, (iii) whether an Option or Right to Purchase shall be granted in
exchange for the cancellation and termination of a previously granted option or
options under the Plan or otherwise, (iv) the Exercise Price for the Option
Shares, (v) the Purchase Price of Restricted Stock, (vi) the option period, and
(vii) the manner in which the Option becomes exercisable. In addition, the
Option Committee shall fix such other terms of each Option and Right to Purchase
as the Option Committee may deem necessary or desirable. The Option Committee
shall determine the form of Option Agreement to evidence each Option and the
form of Stock Purchase Agreement to evidence each Right to Purchase.
The Option Committee from time to time may adopt such rules
and regulations for carrying out the purposes of the Plan as it may deem proper
and in the best interests of the Company. The Option Committee shall keep
minutes of its meetings and those minutes shall be distributed to every member
of the Board.
All actions taken and all interpretations and determinations
made by the Option Committee in good faith (including determinations of Fair
Market Value) shall be final and binding upon all Employees, Consultants, the
Company and all other interested persons. No member of the Option Committee
shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan, and all members of the Option Committee
shall, in addition to rights they may have if Directors of the Company, be fully
protected by the Company with respect to any such action, determination or
interpretation.
4. The Common Stock. The Board is authorized to appropriate, issue and
sell for the purposes of the Plan, and the Option Committee is authorized to
grant Options and Rights to Purchase with respect to, a total number, not in
excess of 500,000 shares of Common Stock, either treasury or authorized but
unissued, or the number and kind of shares of stock or other securities which in
accordance with Section 16 shall be substituted for the 500,000 shares or into
which such 500,000 shares shall be adjusted. All or any unsold shares subject to
an Option or Right to Purchase that for any reason expires or otherwise
terminates may again be made subject to Options or Rights to Purchase under the
Plan. No person may be granted Options or Rights to Purchase under this Plan
covering in excess of an aggregate of 200,000 Option Shares and shares of
Restricted Stock in any calendar year, subject to adjustments in connection with
Section 16.
5. Eligibility. Options which are intended to qualify as ISOs will be
granted only to Employees. Employees and Consultants may hold more than one
Option under the Plan and may hold Options under the Plan and options granted
pursuant to other plans or otherwise, and may hold Rights to Purchase under the
Plan.
6. Option Price. The Exercise Price for the Option Shares shall be
established by the Option Committee or shall be determined by a method
established by the Option Committee; provided that the Exercise Price to be paid
by Optionees for the Option Shares that are intended to qualify as ISOs, shall
not be less than 100 percent of the Fair Market Value of the Option Shares on
the Date of Grant, or the date on which the Optionee is hired or promoted (or
similar event), if the Date of Grant occurs not more than 90 days after the date
of such hiring, promotion or other event.
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7. Duration and Exercise of Options.
(a) The option period shall commence on the Date of Grant and
shall be as set by the Option Committee, but not to exceed 10 years in length.
Except as otherwise provided herein or as determined by the Option Committee, no
Option shall be exercised for the period of six months following the Date of
Grant; provided, however, that this limitation shall not apply to the exercise
of an Option pursuant to the terms of the relevant Option Agreement upon the
Optionee's death.
(b) During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee; provided, that in the event of the legal
disability of an Optionee, the guardian or personal representative of the
Optionee may exercise the Option. However, if the Option is an ISO it may be
exercised by the guardian or personal representative of the Optionee only if
such guardian or personal representative obtains a ruling from the Internal
Revenue Service or an opinion of counsel to the effect that neither the grant
nor the exercise of such power is violative of the Code. Any opinion of counsel
must be both from counsel and in a form acceptable to the Option Committee.
(c) The Option Committee may determine whether any Option
shall be exercisable in installments only; if the Option Committee determines
that an Option shall be exercisable in installments, it shall determine the
number of installments and the percentage of the Option exercisable at each
installment date. All such installments shall be cumulative.
(d) In the event an Optionee's Continuous Status as an
Employee or Consultant terminates for any reason, any Option held by the
Optionee on the date of termination may be exercised within 90 days after the
date of termination, but only to the extent that the Option was exercisable
according to its terms on the date of termination. After such 90-day period, any
unexercised portion of an Option shall expire.
(e) Each Option shall be exercised in whole or in part by
delivering to the office of the Treasurer of the Company written notice of the
number of shares with respect to which the Option is to be exercised and by
paying in full the Exercise Price for the Option Shares purchased as set forth
in Section 8; provided, that an Option may not be exercised in part unless the
Exercise Price for the Option Shares purchased is at least $5,000.
(f) No Option may be exercised until the Plan is approved by
the shareholders of the Company as provided in Section 17 below.
8. Payment for Option Shares. If the Exercise Price of the Option
Shares purchased by any Optionee at one time exceeds $5,000, the Option
Committee may permit all or part of the Exercise Price for the Option Shares to
be paid by delivery to the Company for cancellation shares of the Company's
Common Stock previously owned by the Optionee with a Fair Market Value as of the
date of payment equal to the portion of the Exercise Price for the Option Shares
that the Optionee does not pay in cash. In the case of all other Option
exercises, the Exercise Price shall be paid in cash or check upon exercise of
the Option, except that the Option Committee may permit an Optionee to elect to
pay the Exercise Price upon the exercise of an Option by authorizing a third
party to sell some or all of the Option Shares acquired upon exercise of an
Option and remit to the Company a sufficient portion of the sale proceeds to pay
the entire Exercise Price and any tax withholding resulting from such exercise.
9. Relationship to Employment or Position. Nothing contained in the
Plan, or in any Option or Right to Purchase granted pursuant to the Plan, shall
confer upon any Participant any right with respect to continuance of employment
by the Company, as an Employee or as a Consultant or interfere in any way with
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the right of the Company to terminate the Participant's employment as an
Employee or position as a Consultant, at any time.
10. Nontransferability of Option. Except as otherwise provided by the
Option Committee, no Option granted under the Plan shall be transferable by the
Optionee, either voluntarily or involuntarily, except by will or the laws of
descent and distribution.
11. Rights as a Stockholder. No person shall have any rights as a
shareholder with respect to any share covered by an Option until that person
shall become the holder of record of such share and, except as provided in
Section 16, no adjustments shall be made for dividends or other distributions or
other rights as to which there is an earlier record date.
12. Securities Laws Requirements. No Option Shares shall be issued
unless and until, in the opinion of the Company, any applicable registration
requirements of the Securities Act of 1933, as amended, any applicable listing
requirements of any securities exchange on which stock of the same class is then
listed, and any other requirements of law or of any regulatory bodies having
jurisdiction over such issuance and delivery, have been fully complied with.
Each Option and each Option Share certificate may be imprinted with legends
reflecting federal and state securities laws, restrictions and conditions, and
the Company may comply therewith and issue "stop transfer" instructions to its
transfer agent and registrar in good faith without liability.
13. Disposition of Shares. Each Optionee, as a condition of exercise,
shall represent, warrant and agree, in a form of written certificate approved by
the Company, as follows: (a) that all Option Shares are being acquired solely
for his own account and not on behalf of any other person or entity; and (b)
that no Option Shares will be sold or otherwise distributed in violation of the
Securities Act of 1933, as amended, or any other applicable federal or state
securities laws.
14. Ten Percent Shareholder Rule. With respect to ISO's, no Option may
be granted to an Employee who, at the time the Option is granted, owns stock
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company, unless at the time the Option is granted the
purchase price for the Option Shares is at least 110 percent of the Fair Market
Value of the Option Shares on the Date of Grant and such Option by its terms is
not exercisable after the expiration of five years from the Date of Grant.
15. Rights to Purchase
15.1 Nature of Right to Purchase. A Right to Purchase granted
to an Offeree entitles the Offeree to purchase, for a Purchase Price determined
by the Option Committee, shares of Common Stock subject to such terms,
restrictions and conditions as the Option Committee may determine at the time of
grant ("Restricted Stock"). Such conditions may include, but are not limited to,
continued employment or the achievement of specified performance goals or
objectives.
15.2 Acceptance of Right to Purchase. An Offeree shall have no
rights with respect to the Restricted Stock subject to a Right to Purchase
unless the Offeree shall have accepted the Right to Purchase within ten days (or
such longer or shorter period as the Option Committee may specify) following the
grant of the Right to Purchase by making payment of the full Purchase Price to
the Company in the manner set forth in Section 15.3 hereof and by executing and
delivering to the Company a Stock Purchase Agreement. Each Stock Purchase
Agreement shall be in such form, and shall set forth the Purchase Price and such
other terms, conditions and restrictions of the Restricted Stock, not
inconsistent with the provisions of this Plan, as the Option Committee shall,
from time to time, deem desirable. Each Stock Purchase Agreement may be
different from each other Stock Purchase Agreement.
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15.3 Payment of Purchase Price. Subject to any legal
restrictions, payment of the Purchase Price upon acceptance of a Right to
Purchase Restricted Stock may be made, in the discretion of the Option
Committee, by (a) cash; (b) check; (c) the surrender of shares of Common Stock
owned by the Offeree that have been held by the Offeree for at least six months,
which surrendered shares shall be valued at Fair Market Value as of the date of
such exercise; (d) any combination of the foregoing methods of payment or any
other consideration or method of payment as shall be permitted by applicable
corporate law.
15.4 Rights as a Shareholder. Upon complying with the
provisions of Section 15.2 hereof, an Offeree shall have the rights of a
shareholder with respect to the Restricted Stock purchased pursuant to the Right
to Purchase, including voting and dividend rights, subject to the terms,
restrictions and conditions as are set forth in the Stock Purchase Agreement.
Unless the Option Committee shall determine otherwise, certificates evidencing
shares of Restricted Stock shall remain in the possession of the Company in
accordance with the terms of the Stock Purchase Agreement.
15.5 Restrictions. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered or disposed of except as
specifically provided in the Stock Purchase Agreement or by the Option
Committee. In the event a Participant's Continuous Service as an Employee or
Consultant terminates for any reason, the Stock Purchase Agreement may provide,
in the discretion of the Option Committee, that the Company shall have the
right, exercisable at the discretion of the Option Committee, to repurchase any
shares of Restricted Stock, on such terms as may be provided in the Stock
Purchase Agreement.
15.6 Vesting of Restricted Stock. The Stock Purchase Agreement
may provide, in the discretion of the Option Committee, standards for vesting of
the Restricted Stock, including dates, performance goals, or other conditions.
15.7 Dividends. If payment for shares of Restricted Stock is
made by promissory note, any cash dividends paid with respect to the Restricted
Stock may be applied, in the discretion of the Option Committee, to repayment of
such note.
15.8 Non-Assignability of Rights. No Right to Purchase shall
be assignable or transferable except by will or the laws of descent and
distribution or as otherwise provided by the Option Committee.
16. Change in Stock, Adjustments, Etc. In the event that each of the
outstanding shares of Common Stock (other than shares held by dissenting
shareholders which are not changed or exchanged) should be changed into, or
exchanged for, a different number or kind of shares of stock or other securities
of the Company, or, if further changes or exchanges of any stock or other
securities into which the Common Stock shall have been changed, or for which it
shall have been exchanged, shall be made (whether by reason of merger,
consolidation, reorganization, recapitalization, stock dividends,
reclassification, split-up, combination of shares or otherwise), then
appropriate adjustment shall be made by the Option Committee to the aggregate
number and kind of shares subject to this Plan, and the number and kind of
shares and the price per share subject to outstanding Options and Rights to
Purchase as provided in the respective Option Agreements and Stock Purchase
Agreements in order to preserve, as nearly as practical, but not to increase,
the benefits to Participants.
17. Effective Date of Plan; Termination Date of Plan. Subject to the
approval of the Plan by the affirmative vote of the holders of a majority of the
Company's securities entitled to vote and represented at a meeting duly held in
accordance with applicable law, the Plan shall be deemed effective August 23,
2000. The Plan shall terminate at midnight on August 22, 2010, except as to
Options previously granted and outstanding under the Plan at that time. No
Options or Rights to Purchase shall be granted after the date on which the Plan
terminates. The Plan may be abandoned or terminated at any earlier time by the
Board, except with respect to any Options or Rights to Purchase then outstanding
under the Plan.
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18. Withholding Taxes. The Company, or any Related Company, may take
such steps as it may deem necessary or appropriate for the withholding of any
taxes which the Company, or any Related Company, is required by any law or
regulation or any governmental authority, whether federal, state or local,
domestic or foreign, to withhold in connection with any Option or Right to
Purchase including, but not limited to, the withholding of all or any portion of
any payment or the withholding of issuance of Option Shares or Restricted Stock
to be issued upon the exercise of any Option.
19. Change in Control.
In the event of a Change in Control of the Company, (a) the
Option Committee, in its discretion, may, at any time an Option or Right to
Purchase is granted, or at any time thereafter, accelerate the time period
relating to the exercise or realization of any Options, Rights to Purchase and
Restricted Stock and (b) with respect to Options and Rights to Purchase, the
Option Committee in its discretion may, at any time an Option or Right to
Purchase is granted, or at any time thereafter, take one or more of the
following actions: (i) provide for the purchase of each Option or Right to
Purchase for an amount of cash or other property that could have been received
upon the exercise of the Option or Right to Purchase had the Option been
currently exercisable, (ii) adjust the terms of the Options and Rights to
Purchase in a manner determined by the Option Committee to reflect the Change in
Control, (iii) cause the Options and Rights to Purchase to be assumed, or new
rights substituted therefor, by another entity, through the continuance of the
Plan and the assumption of outstanding Options and Rights to Purchase, or the
substitution for such Options and Rights to Purchase of new options and new
rights to purchase of comparable value covering shares of a successor
corporation, with appropriate adjustments as to the number and kind of shares
and exercise prices, in which event the Plan and such Options and Rights to
Purchase, or the new options and rights to purchase substituted therefor, shall
continue in the manner and under the terms so provided or (iv) make such other
provision as the Committee may consider equitable. If the Option Committee does
not take any of the foregoing actions, all Options and Rights to Purchase shall
terminate upon the consummation of the Change in Control and the Option
Committee shall cause written notice of the proposed transaction to be given to
all Participants not less than fifteen days prior to the anticipated effective
date of the proposed transaction.
20. Amendment.
(a) The Board may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which would impair the
right of a Participant under an outstanding Option Agreement or Stock Purchase
Agreement. In addition, no such amendment shall be made without the approval of
the Company's shareholders to the extent such approval is required by law or
agreement.
(b) The Committee may amend the terms of any Option or Right
to Purchase theretofore granted, prospectively or retroactively, but no such
amendment shall impair the rights of any Participant without the Participant's
consent.
(c) Subject to the above provisions, the Board shall have
authority to amend the Plan to take into account changes in law and tax and
accounting rules as well as other developments, and to grant Options and Rights
to Purchase which qualify for beneficial treatment under such rules without
shareholder approval.
21. Other Provisions.
(a) The use of a masculine gender in the Plan shall also
include within its meaning the feminine, and the singular may include the
plural, and the plural may include the singular, unless the context clearly
indicates to the contrary.
(b) Any expenses of administering the Plan shall be borne by
the Company.
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(c) This Plan shall be construed to be in addition to any and
all other compensation plans or programs. Neither the adoption of the Plan by
the Board nor the submission of the Plan to the shareholders of the Company for
approval shall be construed as creating any limitations on the power or
authority of the Board to adopt such other additional incentive or other
compensation arrangements as the Board may deem necessary or desirable.
(d) The validity, construction, interpretation, administration
and effect of the Plan and of its rules and regulations, and the rights of any
and all personnel having or claiming to have an interest therein or thereunder
shall be governed by and determined exclusively and solely in accordance with
the laws of the State of Colorado.
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