3Si Holdings, Inc.
2000 NON-QUALIFIED STOCK PLAN
1. GENERAL PROVISIONS
1.1 Purpose.
The 2000 Non-Qualified Stock Plan (the "Plan") is intended to
allow designated officers, directors, consultants and employees
(all of whom are sometimes collectively referred to herein as
"Participants") of 3Si Holdings, Inc., a Wyoming corporation
("3Si") and its Subsidiaries (as that term is defined below) which
it may have from time to time (3Si and such Subsidiaries are
referred to herein as the "Company") to receive shares ("Shares")
at one tenth of one cent ($0.001) par value ("Common Stock"). As
used in this Plan, the term "Subsidiary" shall mean each
corporation which is a "subsidiary corporation" of 3Si within the
meaning of Section 424(f) of the Internal Revenue Code of 1986, as
amended (the "Code"). The purpose of this Plan is to provide
Participants with equity-based compensation incentives to make
significant and extraordinary contributions to the long-term
performance and growth of the Company.
1.2 Administration.
1.2.1 The Plan shall be administered by the Board of Directors
of 3Si or by any committee appointed by the Board, hereinafter
collectively referred to as the "Administrator". The Administrator
shall select one of its members as Chairman and shall act by vote
of a majority of a quorum, or by unanimous written consent. A
majority of its members shall constitute a quorum. The
Administrator shall be governed by the provisions of 3Si's Bylaws
and of Colorado law applicable to the Board, except as otherwise
provided herein or determined by the Board.
1.2.2 The Administrator shall have full and complete authority, in
its discretion, but subject to the express provisions of
the Plan: to approve the Participants nominated by the management
of the Company to be granted Shares; to determine the number of
Shares to be granted to a Participant; to determine the time or
times at which Shares shall be granted; to remove or adjust any
restrictions and conditions upon Shares; and to adopt such rules
and regulations and to make all other determinations deemed neces-
sary or desirable for the administration of the Plan. All
interpretations and constructions of the Plan by the Administrator,
and all of its actions hereunder, shall be binding and conclusive
on all persons for all purposes.
1.2.3 The Company hereby agrees to indemnify and hold harmless
each Administrator and each employee of the Company, and the estate
and heirs of such Administrator or employee, against all claims,
liabilities, expenses, penalties, damages or other pecuniary
losses, including legal fees, which such Admininstrator or
employee, his or her estate or heirs may suffer as a result of his
or her responsibilities, obligations or duties in connection with
the Plan, to the extent that insurance, if any, does not cover the
payment of such items. No member of the Administrator or the Board
shall be liable for any action or determination made in good faith
with respect to the Plan.
1.3 Eligibility and Participation.
Participant's eligible under the Plan shall be approved by the
Administrator from those Participants who, in the opinion of the
management of the Company, are in positions which enable them to
make significant and extraordinary contributions to the performance
and growth of the Company. In selecting Participants to whom
Shares may be granted, consideration shall be to a variety of
factors.
A Participants eligibility to participate in the Plan shall
terminate (other than by reason of his or her death) on the date
that the Participant a) if an employee, ceases to be employed by
the Company, a parent of the Company or a subsidiary of the
Company, b) if a director and not an employee, ceases to be a
member of the Company's Board of Directors, of c) if a consultant,
completes the terms of the consulting agreement between the
consultant and the Company.
1.4 Shares Subject to the Plan.
The maximum number of shares of Common Stock that may be
issued pursuant to the Plan shall be Three Million (3,000,000)
subject to adjustment pursuant to the provisions of paragraph 4.1.
If shares of Common Stock awarded or issued under the Plan are
reacquired by the Company due to a forfeiture or for any other
reason, such shares shall be cancelled and thereafter shall again
be available for purposes of the Plan. .
2. PROVISIONS RELATING TO STOCK OPTIONS
2.1 Issuance of Shares.
The Administrator may grant Shares in such amounts, at such
times, and to such Participants nominated by the management of the
Company as the Administrator, in its discretion, may determine.
3. MISCELLANEOUS PROVISIONS
3.1 The grant of an option pursuant to the Plan shall not
affect in any way the Company's right or power to make adjustments,
reclassifications, reorganizations, or changes of its capital or
business structure, or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or any part of its business or
assets.
3.2 Withholding Taxes.
The Company shall have the right at the time of issuance of
Shares, to make adequate provision for any federal, state, local or
foreign taxes which it believes are or may be required by law to be
withheld with respect to such exercise ("Tax Liability"), to ensure
the payment of any such Tax Liability.
3.3 Successors in Interest.
The provisions of this Plan and the actions of the
Administrator shall be binding upon all heirs, successors and
assigns of the Company and of Participants.
3.4 Other Documents.
All documents prepared, executed or delivered in connection
with this Plan (including, without limitation, Share Agreements)
shall be, in substance and form, as established and modified by the
Administrator; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the
event of any conflict between the terms of any such document and
this Plan, the provisions of this Plan shall prevail.
3.5 Term of Plan.
This Plan was adopted by the Board effective June 18, 2000.
3.6 Governing Law.
This Plan shall be construed in accordance with, and governed
by, the laws of the State of Wyoming.
3.7 Director Approval/Use of Proceeds.
No Shares shall be issued, unless and until the Directors of
the Company have approved this Plan and all other legal
requirements have been fully complied with.
3.8 Assumption Agreements.
The Company will require each successor, (direct or indirect,
whether by purchase, merger, consolidation or otherwise), to all or
substantially all of the business or assets of the Company, prior
to the consummation of each such transaction, to assume and agree
to perform the terms and provisions remaining to be performed by
the Company under this Plan and to preserve the benefits to the
Participants thereunder. Such assumption and agreement shall be
set forth in a written agreement in form and substance satisfactory
to the Administrator (an "Assumption Agreement"), and shall include
such adjustments, if any, in the application of the provisions of
the Shares and such additional provisions, if any, as the
Administrator shall require and approve, in order to preserve such
benefits to the Participants. Without limiting the generality of
the foregoing, the Administrator may require an Assumption
Agreement to include satisfactory undertakings by a successor:
(a) to require any future successor to enter into an
Assumption Agreement; and
(b) to take or refrain from taking such other actions as the
Administrator may require and approve, in its discretion.
The Administrator referred to in this paragraph 3.12 is the
Administrator appointed by a Board of Directors in office prior to
the succession then under consideration.
3.9 Compliance With Rule 16b-3.
Transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3. To the extent that any
provision of the Plan or action by the Administrator fails to so
comply, it shall be deemed null and void, to the extent permitted
by law and deemed advisable by the Administrator.
IN WITNESS WHEREOF, this Plan has been executed effective as
of the 18th day of June, 2000.
3Si Holdings, Inc.
By: /s/ Frank Backes
Frank Backes, President/Director
