AmeriNet Group.com, Inc.
Amended Non-Qualified Stock Option & Stock Incentive Plan
Effective as of March 8 , 2000
AmeriNet Group.com, Inc.
Amended Non-Qualified Stock Option & Stock Incentive Plan Indenture
State of Florida }
County of Marion } ss.:
Pursuant to a duly adopted resolution of its Board of Directors,
currently in effect, and as authorized by the certificate of incorporation,
bylaws and all applicable federal and state laws, AmeriNet Group.com, Inc., a
publicly held Delaware corporation with a class of securities registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended (hereinafter
referred to as the "Corporation"), intending to be legally bound, hereby
establishes and publishes an incentive compensation plan to be known as the
"AmeriNet Group.com, Inc. Non-Qualified Stock Option & Stock Incentive Plan"
(hereinafter referred to as the "Plan"), as follows:
Witnesseth:
ARTICLE ONE
INTRODUCTION
(a) Pursuant to the provisions, conditions and requirements set forth
below, this Plan hereby authorizes the grant of Non-Qualified Stock
Options and Incentive Stock Options, as such terms are defined in the
Code and the rules and regulations promulgated thereunder.
(b) This Plan shall become effective on March 8, 2000.
(c) The purpose of this Plan is to promote the success and enhance the
value of the Corporation by linking the personal interests of
Participants to those of the Corporation's stockholders by providing
Participants with an incentive for outstanding performance.
(d) This Plan is further intended to assist the Corporation in its ability
to acquire compatible businesses and to retain the services of,
Participants upon whose judgment, interest and special effort the
successful conduct of the Corporation's operations is largely
dependent, and to align their personal interests with those of the
Corporation and its stockholders.
ARTICLE TWO
DEFINITIONS
For purposes of this Plan, the following terms shall be defined as
follows unless the context clearly indicates otherwise:
(a) "Award Agreement" shall mean the written agreement, executed by an
appropriate officer of the Corporation, pursuant to which a Plan Award
is granted.
(b) "Board of Directors" shall mean the Board of Directors of the
Corporation.
(c) "Commission" shall mean the United States Securities and Exchange
Commission.
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(d) "Code" shall mean the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder.
(e) "Committee" shall mean all Outside Directors of the Corporation or all
Outside Directors appointed by the Board of Directors to serve as the
Committee; provided that the Committee must always be comprised of not
less than three members.
(f) "Common Stock" shall mean the common stock, par value $.001 per share,
of the Corporation.
(g) "Consultant" shall mean an individual who is in a Consulting
Relationship with the Corporation or any Parent or Subsidiary, other
than one principally engaged in promoting the securities of the
Corporation, as defined by applicable rules of the Commission excluding
persons so engaged from eligibility to participate in registration of
securities on Commission Form S-8.
(h) "Consulting Relationship" shall mean the relationship that exists
between an individual and the Corporation (or any Parent or Subsidiary)
if such individual or any entity of which such individual is an
executive officer or owns a substantial equity interest has entered
into a written consulting contract with the Corporation or any Parent
or Subsidiary.
(i) "Corporation" shall mean AmeriNet Group.com, Inc., a Delaware
corporation.
(j) "Disability" shall have the same meaning as the term "permanent and
total disability" under Section 22(e)(3) of the Code.
(k) "Employee" shall mean a common-law employee of the Corporation or of
any Parent or Subsidiary.
(l) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.
(m) "Executive" means an employee of the Corporation or of any Parent or
Subsidiary whose compensation is subject to the deduction limitations
set forth under Code Section 162(m).
(n) (1) "Fair Market Value" of the Corporation's Common Stock on a
Trading Day shall mean the last reported sale price for Common
Stock or, in case no such reported sale takes place on such
Trading Day, the average of the closing bid and asked prices for
the Common Stock for such Trading Day, in either case on the
principal national securities exchange on which the Common Stock
is listed or admitted to trading, or if the Common Stock is not
listed or admitted to trading on any national securities
exchange, but is traded in the over-the-counter market, the
closing sale price of the Common Stock or, if no sale is publicly
reported, the average of the closing bid and asked quotations for
the Common Stock, as reported by the National Association of
Securities Dealers, Inc., a Delaware corporation registered as a
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self regulatory organization by the Commission (the "NASD"),
through its NASDAQ Stock Market, Inc., subsidiary's Automated
Quotation System ("NASDAQ") or any comparable system or, if the
Common Stock is not listed on NASDAQ or a comparable system, the
closing sale price of the Common Stock or, if no sale is publicly
reported, the average of the closing bid and asked prices, as
furnished by two members of the National Association of
Securities Dealers, Inc. who make a market in the Common Stock
selected from time to time by the Corporation for that purpose.
(2) In addition, for purposes of this definition, a "Trading Day"
shall mean, if the Common Stock is listed on any national
securities exchange, a business day during which such exchange
was open for trading and at least one trade of Common Stock was
effected on such exchange on such business day, or, if the Common
Stock is not listed on any national securities exchange but is
traded in the over-the-counter market, a business day during
which the over-the-counter market was open for trading and at
least one "eligible dealer" quoted both a bid and asked price for
the Common Stock.
(3) An "eligible dealer" for any day shall include any broker-dealer
who quoted both a bid and asked price for such day, but shall not
include any broker-dealer who quoted only a bid or only an asked
price for such day. In the event the Corporation's Common Stock
is not publicly traded, the Fair Market Value of such Common
Stock shall be determined by the Committee in good faith.
(o) "Good Cause" shall mean:
(1) A Participant's willful or gross misconduct or willful or gross
negligence in the performance of his duties for the Corporation
or for any Parent or Subsidiary after prior written notice of
such misconduct or negligence and the continuance thereof for a
period of 30 days after receipt by such Participant of such
notice;
(2) A Participant's intentional or habitual neglect of his duties for
the Corporation or for any Parent or Subsidiary after prior
written notice of such neglect;
(3) A Participant's theft or misappropriation of funds of the
Corporation or of any Parent or Subsidiary or commission of a
felony; or
(4) The direct or indirect breach by the Participant of the terms of
a related consulting contract with the Corporation or any Parent
or Subsidiary.
(p) "Incentive Stock Option" shall mean a stock option satisfying the
requirements for tax-favored treatment under Section 422 of the Code.
(q) "NASD" shall, unless the context requires otherwise, mean the National
Association of Securities Dealers, Inc., a Delaware corporation
registered as a self regulatory organization by the Commission, and its
controlled subsidiaries.
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(r) "Non-Qualified Option" shall mean a stock option which does not satisfy
the requirements for, or which is not intended to be eligible for,
tax-favored treatment under Section 422 of the Code.
(s) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option granted pursuant to the provisions of Article Seven hereof, as
such terms are defined in the Code and the rules and regulations
promulgated thereunder.
(t) "Option Holder" shall mean a Participant who is granted an Option under
the terms of this Plan.
(u) "Outside Directors" shall mean all members of the Board of Directors of
the Corporation other than those who also serve as officers, employees
or consultants of the Corporation or who hold more than 10% of the
Corporation's capital stock ("Inside Directors"), or who are related by
marriage or consanguinity to Inside Directors, and, who are classified
as "outside directors" under Section 162(m) of the Code.
(v) "Parent" shall mean a parent corporation of the Corporation within the
meaning of Section 424(e) of the Code.
(w) "Participant" shall mean any Employee or other person participating
under this Plan.
(x) "Plan Award" shall mean an Option granted pursuant to the terms of this
Plan.
(y) "Restricted Stock" shall mean securities that are not registered with
the Securities and Exchange Commission and consequently can not be
resold unless they are so registered or an exempt from registration is
available.
(z) "Securities Act" shall mean the Securities Act of 1933, as amended, and
the rules and regulations thereunder.
(z) "Service" shall mean the United States Internal Revenue Service.
(aa) "Stock Appreciation Rights" shall mean an employee has the right to
receive a payment in cash or stock based on the difference between a
specified amount per share of stock (the market value on the grant
date) and the market price per share at some future date.
(bb) "Subsidiary" shall mean a subsidiary corporation of the Corporation
within the meaning of Section 424(f) of the Code.
(cc) "Termination of Consulting Relationship" shall mean the cessation,
abridgement or termination of a Consultant's Consulting Relationship
with the Corporation or any Parent or Subsidiary as a result of:
(1) The Consultant's death or Disability;
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(2) The disqualification of the Consultant from participation as a
recipient of securities of the Corporation on Commission Form
S-8.
(3) The cancellation, annulment, expiration, termination or breach
of the written consulting contract between the Corporation (or
any Parent or Subsidiary) and the Consultant (or any other
entity) giving rise to the Consulting Relationship; or
(4) If the written consulting contract is not directly between the
Corporation (or any Parent or Subsidiary) and the Consultant,
the Consultant's termination of service with, or sale of all
or substantially all of his equity interest in, the entity
which has entered into the written consulting contract with
the Corporation, Parent or Subsidiary.
ARTICLE THREE
ADMINISTRATION
(a) (1) This Plan shall be administered by the Committee, which
shall be composed solely of at least two Non-Employee
Directors, as defined in Rule 16b-3(b)(3) promulgated under
the Exchange Act, and who also qualify as "Outside Directors".
(2) Subject to the provisions of this Plan, the Committee may
establish from time to time such regulations, provisions,
proceedings and conditions of awards which, in its sole
opinion, may be advisable in the administration of this Plan.
(b) A majority of the Committee shall constitute a quorum, and, subject to
the provisions of Article Six of this Plan, the acts of a majority of
the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee, shall be the
acts of the Committee as a whole.
ARTICLE FOUR
SHARES AVAILABLE
(a) Subject to the adjustments provided in Article Eight of this Plan, the
aggregate number of shares of the Common Stock which may be granted for
all purposes under this Plan shall be 2,000,000 shares.
(b) Shares of Common Stock underlying awards of securities (derivative or
not) and shares of Common Stock awarded hereunder (whether or not on a
restricted basis) shall be counted against the limitation set forth in
the immediately preceding sentence and may be reused to the extent that
the related Plan Award to any individual is settled in cash, expires,
is terminated unexercised, or is forfeited.
(c) Common Stock granted to satisfy Plan Awards under this Plan may be
authorized and unissued shares of the Common Stock, issued shares of
such Common Stock held in the Corporation's treasury or shares of
Common Stock acquired on the open market.
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(d) Notwithstanding the foregoing, the Corporation's transfer agent and its
general counsel shall:
(1) Retain a copy of this Plan, and any amendments or supplements
thereof, in its records of the Corporation's affairs;
(2) Be provided with and retain copies of all instruments
effecting Plan Awards;
(3) Assure that shares adequate to meet the Corporation's
obligations under the Plan are reserved for issuance in
compliance therewith;
(4) Immediately notify the Corporation and any Participants
effected, in the event that shares adequate to meet the
Corporation's obligations under the Plan are not authorized;
(5) Assure that, in conjunction with the issuance or transfer of
any securities under the Plan, the holder complies with all
reporting and registration requirements imposed under the
Securities Act, the Exchange Act, comparable provisions of
applicable state laws, policies of the Corporation implemented
to assure compliance with all such laws and the regulations
and rules promulgated thereunder, or the legally available
exemptions therefrom.
ARTICLE FIVE
ELIGIBILITY
(a) Officers and key employees of the Corporation, or of any Parent or
Subsidiary, who are regularly employed on a salaried basis as common
law employees, and Consultants and directors of the Corporation or of
any Parent or Subsidiary who are not Employees, shall be eligible to
participate in this Plan.
(b) Where appropriate under this Plan, directors who are not Employees
shall be referred to as "employees" and their service as directors as
"employment".
ARTICLE SIX
AUTHORITY OF COMMITTEE
(a) This Plan shall be administered by, or under the direction of, the
Committee, which shall administer this Plan so as to comply at all
times with Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder, to the extent such compliance is required, and
shall otherwise have plenary authority to interpret this Plan and to
make all determinations specified in or permitted by this Plan or
deemed necessary or desirable for its administration or for the conduct
of the Committee's business.
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(b) All interpretations and determinations of the Committee may be made on
an individual or group basis and shall be final, conclusive and binding
on all interested parties.
(c) Subject to the express provisions of this Plan, the Committee shall
have authority, in its discretion, to determine the persons to whom
Plan Awards shall be granted, the times when such Plan Awards shall be
granted, the number of Plan Awards, the purchase price or exercise
price of each Plan Award (if applicable), the period(s) during which a
Plan Award shall be exercisable (whether in whole or in part), the
restrictions to be applicable to Plan Awards and the other terms and
provisions thereof (which need not be identical).
(d) In addition, the authority of the Committee shall include, without
limitation, the following:
(1) Financing.
The arrangement of temporary financing for an Option Holder by
registered broker-dealers, under the rules and regulations of
the Federal Reserve Board, for the purpose of assisting an
Option Holder in the exercise of an Option, such authority to
include the payment by the Corporation of the commissions of
the broker-dealer;
(2) Procedures for Exercise of Option.
The establishment of procedures for an Option Holder to:
(A) Exercise an Option by payment of cash;
(B) Have withheld from the total number of shares of Common
Stock to be acquired upon the exercise of an Option that
number of shares having a Fair Market Value, which, together
with such cash as shall be paid in respect of fractional
shares, shall equal the Option exercise price of the total
number of shares of Common Stock to be acquired;
(C) Exercise all or a portion of an Option by delivering that
number of shares of Common Stock already owned by him having
a Fair Market Value which shall equal the Option exercise
price for the portion exercised and, in cases where an
Option is not exercised in its entirety, and subject to the
requirements of the Code, to permit the Option Holder to
deliver the shares of Common Stock thus acquired by him in
payment of shares of Common Stock to be received pursuant to
the exercise of additional portions of such Option, the
effect of which shall be that an Option Holder can in
sequence utilize such newly acquired shares of Common Stock
in payment of the exercise price of the entire Option,
together with such cash as shall be paid in respect of
fractional shares; and
(D) Engage in any form of "cashless" exercise.
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(3) Withholding.
The establishment of a procedure whereby a number of shares of
Common Stock or other securities may be withheld from the
total number of shares of Common Stock or other securities to
be issued upon exercise of an Option or for the tender of
shares of Common Stock owned by any Participant to meet any
obligation of withholding for taxes incurred by the
Participant upon such exercise.
ARTICLE SEVEN
STOCK OPTIONS
(a) The Committee shall have the authority, in its discretion, to grant
Incentive Stock Options or to grant Non-Qualified Stock Options or to
grant both types of Options.
(b) Notwithstanding anything contained herein to the contrary, an Incentive
Stock Option may be granted only to common law employees of the
Corporation or of any Parent or Subsidiary now existing or hereafter
formed or acquired, and not to any director or officer who is not also
such a common law employee.
(c) The terms and conditions of the Options shall be determined from time
to time by the Committee; provided, however, that the Options granted
under this Plan shall be subject to the following:
(1) Exercise Price.
(A) The Committee shall establish the exercise price at the time
any Option is granted at such amount as the Committee shall
determine; provided, however, that the exercise price for
each share of Common Stock purchasable under any Incentive
Stock Option granted hereunder shall be such amount as the
Committee shall, in its best judgment, determine to be not
less than one hundred percent (100%) of the Fair Market
Value per share of Common Stock at the date the Option is
granted; and provided, further, that in the case of an
Incentive Stock Option granted to a person who, at the time
such Incentive Stock Option is granted, owns shares of stock
of the Corporation or of any Parent or Subsidiary which
possess more than ten percent (10%) of the total combined
voting power of all classes of shares of stock of the
Corporation or of any Parent or Subsidiary, the exercise
price for each share of Common Stock shall be such amount as
the Committee, in its best judgment, shall determine to be
not less than one hundred ten percent (110%) of the Fair
Market Value per share of Common Stock at the date the
Option is granted.
(B) The exercise price will be subject to adjustment in
accordance with the provisions of Article Eight of this
Plan.
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(2) Payment of Exercise Price.
(A) The price per share of Common Stock with respect to
each Option shall be payable at the time the Option
is exercised.
(B) Such price shall be payable in cash or pursuant to
any of the methods set forth in Articles Six (d)(2)
hereof.
(C) Shares of Common Stock delivered to the Corporation
in payment of the exercise price shall be valued at
the Fair Market Value of the Common Stock on the date
preceding the date of the exercise of the Option.
(3) Exercisability of Options.
(A) Except as provided in Article Seven (c)(1)(5) hereof,
each Option shall be exercisable in whole or in
installments, and at such time(s), and subject to the
fulfillment of any conditions on, and to any
limitations on, exercisability as may be determined
by the Committee at the time of the grant of such
Options.
(B) The right to purchase shares of Common Stock shall be
cumulative so that when the right to purchase any
shares of Common Stock has accrued such shares of
Common Stock or any part thereof may be purchased at
any time thereafter until the expiration or
termination of the Option.
(4) Expiration of Options.
No Incentive Stock Option by its terms shall be exercisable
after the expiration of ten (10) years from the date of grant
of the Option; provided, however, in the case of an Incentive
Stock Option granted to a person who, at the time such Option
is granted, owns shares of stock of the Corporation or of any
Parent or Subsidiary possessing more than ten percent (10%) of
the total combined voting power of all classes of shares of
stock of the Corporation or of any Parent or Subsidiary, such
Option shall not be exercisable after the expiration of five
(5) years from the date such Option is granted.
(5) Exercise Upon Option Holder's Termination of Employment or
Termination of Consulting Relationship.
(A) If the employment of an Option Holder by the Corporation or
by any Parent or Subsidiary is terminated for any reason
other than death, any Incentive Stock Option granted to such
Option Holder may not be exercised later than three months
(one year in the case of termination due to Disability)
after the date of such termination of employment.
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(B) For purposes of determining whether any Option Holder has
incurred a termination of employment (or a Termination of
Consulting Relationship), an Option Holder who is both an
employee (or a Consultant) and a director of the Corporation
and/or any Parent or Subsidiary shall (with respect to any
Non-Qualified Option that may have been granted to him) be
considered to have incurred a termination of employment (or
a Termination of Consulting Relationship) only upon his
termination of service both as an employee (or as a
Consultant) and as a director.
(C) Furthermore, if an Option Holder's employment (or Consulting
Relationship) is terminated by the Corporation or by any
Parent or Subsidiary for Good Cause or if an Option Holder
voluntarily terminates his employment other than for
Disability (or incurs a voluntary Termination of Consulting
Relationship other than for Disability) with the Corporation
or with any Parent or Subsidiary without the written consent
of the Committee, regardless of whether such Option Holder
continues to serve as a director of the Corporation or of
any Parent or Subsidiary, then the Option Holder shall, at
the time of such termination of employment (or Termination
of Consulting Relationship), forfeit his rights to exercise
any and all of the outstanding Option(s) theretofore granted
to him.
(6) Maximum Amount of Incentive Stock Options.
(A) Each Plan Award under which Incentive Stock Options are
granted shall provide that to the extent the aggregate of
the Fair Market Value of the shares of Common Stock
(determined as of the time of the grant of the Option)
subject to such Incentive Stock Option and the fair market
values (determined as of the date(s) of grant of the
option(s) of all other shares of Common Stock subject to
incentive stock options granted to an Option Holder by the
Corporation or any Parent or Subsidiary, which are
exercisable for the first time by any person during any
calendar year, exceed(s) one hundred thousand dollars
($100,000), such excess shares of Common Stock shall not be
deemed to be purchased pursuant to Incentive Stock Options.
(B) The terms of the immediately preceding sentence shall be
applied by taking all options, whether or not granted under
this Plan, into account in the order in which they are
granted.
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ARTICLE EIGHT
ADJUSTMENT OF SHARES
(a) Recapitalization, etc.
(1) In the event there is any change in the Common Stock of the
Corporation by reason of any reorganization, recapitalization,
stock split, stock dividend or otherwise, they shall be
substituted for or added to each share of Common Stock
theretofore appropriated or thereafter subject, or which may
become subject, to any Option, the number and kind of shares
of stock or other securities into which each outstanding share
of Common Stock shall be so changed or for which each such
share shall be exchanged, or to which each such share be
entitled, as the case may be, and the per share price thereof
also shall be appropriately adjusted.
(2) Notwithstanding the foregoing:
(A) Each such adjustment with respect to an Incentive
Stock Option shall comply with the rules of Section
424(a) of the Code; and
(B) In no event shall any adjustment be made which would
render any Incentive Stock Option granted hereunder
to be other than an Incentive Stock Option for
purposes of Section 422 of the Code.
(b) Merger, Consolidation or Change in Control of Corporation.
(1) Upon:
(A) The merger or consolidation of the Corporation with or into
another corporation (pursuant to which the stockholders of
the Corporation immediately prior to such merger or
consolidation will not, as of the date of such merger or
consolidation, own a beneficial interest in shares of voting
securities of the corporation surviving such merger or
consolidation having at least a majority of the combined
voting power of such corporation's then outstanding
securities), if the agreement of merger or consolidation
does not provide for the continuance of the Options, Stock
Appreciation Rights and shares of Restricted Stock granted
hereunder or the substitution of new options for Options
granted hereunder, or for the assumption of such Options by
the surviving corporation;
(B) The dissolution, liquidation, or sale of all or
substantially all the assets of the Corporation to a person
unrelated to the Corporation or to a direct or indirect
owner of a majority of the voting power of the Corporation's
then outstanding voting securities (such sale of assets
being referred to as an "Asset Sale"); or
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(C) The Change in Control of the Corporation;
(1) The holder of any such Option theretofore granted and still
outstanding (and not otherwise expired) shall have the right
immediately prior to the effective date of such merger,
consolidation, dissolution, liquidation, Asset Sale or Change
in Control of the Corporation to exercise such Option(s) in
whole or in part without regard to any installment provision
that may have been made part of the terms and conditions of
such Option(s) and all restrictions regarding transferability
and forfeiture on shares of Restricted Stock shall be removed
immediately prior to the effective date of such merger,
consolidation, dissolution, liquidation, Asset Sale or Change
in Control of the Corporation; provided that any conditions
precedent to the exercise of such Option(s), other than the
passage of time, have occurred.
(2) The Corporation, to the extent practicable, shall give advance
notice to affected Option Holders of such merger,
consolidation, dissolution, liquidation, Asset Sale or Change
in Control of the Corporation.
(3) All such Options which are not so exercised shall be forfeited
as of the effective time of such merger, consolidation,
dissolution, liquidation or Asset Sale (but not in the case of
a Change in Control of the Corporation).
(c) Definition of Change in Control of the Corporation.
As used herein, a "Change in Control of the Corporation" shall be
deemed to have occurred if any person (including any individual, firm,
partnership or other entity) together with all Affiliates and
Associates (as defined under Rule 12b-2 of the General Rules and
Regulations promulgated under the Exchange Act) of such person,
directly or indirectly is or becomes the Beneficial Owner (as defined
in Rule 13d-3 promulgated under the Exchange Act), of securities of the
Corporation representing 40% of more of the combined voting power of
the Corporation's then outstanding securities, except:
(1) A trustee or other fiduciary holding securities under an
employee benefit plan of the Corporation or any subsidiary of
the Corporation;
(2) A corporation owned, directly or indirectly, by the
stockholders of the Corporation in substantially the same
proportions as their ownership of the Corporation;
(3) The Corporation or any subsidiary of the Corporation; or
(4) A Participant together with all Affiliates and Associates of
the Participant, but only with respect to the Option(s) held
by the Participant who, together with his Affiliates or
Associates, if any, is or becomes the direct or indirect
Beneficial Owner of the percentage of such securities.
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ARTICLE NINE
MISCELLANEOUS PROVISIONS
(a) Administrative Procedures.
The Committee may establish any procedures determined by it to be
appropriate in discharging its responsibilities under this Plan. All
actions and decisions of the Committee shall be final.
(b) Assignment or Transfer.
(1) No grant or award of any Plan Award (other than a
Non-Qualified Option) or any rights or interests therein shall
be assignable or transferable by a Participant except by will
or the laws of descent and distribution or pursuant to a
domestic relations order.
(2) During the lifetime of a Participant, Incentive Stock Options
granted hereunder shall be exercisable only by the
Participant.
(c) Investment Representation.
In the case of Plan Awards paid in shares of Common Stock or other
securities, or, with respect to shares of Common Stock received
pursuant to the exercise of an Option, the Committee may require, as a
condition of receiving such securities, that the Participant furnish to
the Corporation such written representations and information as the
Committee deems appropriate to permit the Corporation, in light of the
existence or nonexistence of an effective registration statement under
the Securities Act and any applicable provisions of state laws, to
deliver such securities in compliance with the provisions of the
Securities Act and any applicable provisions of state laws, or of the
provisions of any exemptions from such requirements.
(d) Withholding Taxes.
(1) The Corporation shall have the right to deduct from all cash
payments owed to a Participant for any reason, any federal,
state, local or foreign taxes required by law to be withheld
with respect to any Plan Awards.
(2) In the case of the issuance or distribution of Common Stock or
other securities hereunder, either directly or upon the
exercise of or payment upon any Plan Award, the Corporation,
as a condition of such issuance or distribution, may require
the payment (through withholding from the Participant's
salary, reduction of the number of shares of Common Stock or
other securities to be issued, or otherwise)of any such taxes.
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(3) Each Participant may satisfy the withholding obligations by
paying to the Corporation a cash amount equal to the amount
required to be withheld or by tendering to the Corporation a
number of shares of Common Stock having a value equivalent to
such cash amount, or by use of any available procedure as
described under Article Six (d)(3) hereof.
(e) Costs and Expenses.
The costs and expenses of administering this Plan shall be borne by the
Corporation and shall not be charged against any award nor to any
employee receiving a Plan Award.
(f) Funding of Plan.
(1) This Plan shall be unfunded.
(2) The Corporation shall not be required to segregate any of its
assets to assure the payment of any Plan Award under this
Plan.
(3) Neither the Participants nor any other persons shall have any
interest in any fund or in any specific asset or assets of the
Corporation or any other entity by reason of any Plan Award,
except to the extent expressly provided hereunder.
(4) The interests of each Participant and former Participant
hereunder are unsecured and shall be subject to the general
creditors of the Corporation.
(g) Other Incentive Plans.
The adoption of this Plan does not preclude the adoption by appropriate
means of any other incentive plan for employees, or the grant of any
benefits or compensation, including, without limitation, securities of
the Corporation, under any employment, consulting or acquisition
agreements.
(h) Plurals and Gender.
Where appearing in this Plan, masculine gender shall include the
feminine and neuter genders, and the singular shall include the plural,
and vice versa, unless the context clearly indicates a different
meaning.
(i) Headings.
The headings and sub-headings in this Plan are inserted for the
convenience of reference only and are to be ignored in any construction
of the provisions hereof.
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(j) Severability.
In case any provision of this Plan shall be held illegal or void, such
illegality or invalidity shall not affect the remaining provisions of
this Plan, but shall be fully severable, and this Plan shall be
construed and enforced as if said illegal or invalid provisions had
never been inserted herein.
(k) Payments Due Missing Persons.
(1) The Corporation shall make a reasonable effort to locate all
persons entitled to benefits under this Plan; however,
notwithstanding any provisions of this Plan to the contrary,
if, after a period of one year from the date such benefits
shall be due, any such persons entitled to benefits have not
been located, their rights under this Plan shall stand
suspended.
(2) Before this provision becomes operative, the Corporation shall
send a certified letter to all such persons at their last
known addresses advising them that their rights under this
Plan shall be suspended.
(3) Subject to all applicable state escheat laws, any such
suspended amounts shall be held by the Corporation for a
period of one additional year and thereafter such amounts
shall be forfeited and thereafter remain the property of the
Corporation.
(l) Liability and Indemnification.
(1) (A) Neither the Corporation nor any Parent or
Subsidiary shall be responsible in any way for any
action or omission of the Committee, or any other
fiduciaries in the performance of their duties and
obligations as set forth in this Plan.
(B) Furthermore, neither the Corporation nor any Parent
or Subsidiary shall be responsible for any act or
omission of any of their agents, or with respect to
reliance upon advice of their counsel provided that
the Corporation and/or the appropriate Parent or
Subsidiary relied in good faith upon the action of
such agent or the advice of such counsel.
(2) (A) Except for their own gross negligence or willful
misconduct regarding the performance of the duties
specifically assigned to them under, or their willful
breach of the terms of, this Plan, the Corporation,
each Parent and Subsidiary and the Committee shall be
held harmless by the Participants, former
Participants, beneficiaries and their representatives
against liability or losses occurring by reason of
any act or omission.
(B) Neither the Corporation, any Parent or Subsidiary,
the Committee, nor any agents, employees, officers,
directors or shareholders of any of them, nor any
other person shall have any liability or
responsibility with respect to this Plan, except as
expressly provided herein.
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(m) Incapacity.
If the Committee shall receive evidence satisfactory to it that a
person entitled to receive payment of any Plan Award is, at the time
when such benefit becomes payable, a minor, or is physically or
mentally incompetent to receive such Plan Award and to give a valid
release thereof, and that another person or an institution is then
maintaining or has custody of such person and that no guardian,
committee or other representative of the estate of such person shall
have been duly appointed, the Committee may make payment of such Plan
Award otherwise payable to such person to such other person or
institution, including a custodian under a Uniform Gifts to Minors Act,
or corresponding legislation (who shall be an adult, a guardian of the
minor or a trust company), and the release by such other person or
institution shall be a valid and complete discharge for the payment of
such Plan Award.
(n) Cooperation of Parties.
All parties to this Plan and any person claiming any interest hereunder
agree to perform any and all acts and execute any and all documents and
papers which are necessary or desirable for carrying out this Plan or
any of its provisions.
(o) Governing Law.
All questions pertaining to the validity, construction and
administration of this Plan shall be determined in accordance with the
laws of the State of Delaware, exclusive of any choice of law
provisions thereof which would result in the application of substantive
laws other than those of the State of Delaware.
(p) Non-guarantee of Employment or Consulting Relationship.
Nothing contained in this Plan shall be construed as a contract of
employment (or as a consulting contract) between the Corporation (or
any Parent or Subsidiary), and any employee or Participant, as a right
of any employee or Participant to be continued in the employment of (or
in a Consulting Relationship with) the Corporation (or any Parent or
Subsidiary), or as a limitation on the right of the Corporation or any
Parent or Subsidiary to discharge any of its employees (or
Consultants), at any time, with or without cause.
(q) Notices.
(1) Each notice relating to this Plan shall be in writing and
delivered in person or by certified mail to the proper
address. All notices to the Corporation or the Committee shall
be addressed to it at the Corporation's address last set forth
in a document filed by the Corporation with the Commission and
posted on the Commission's Internet web site at www.sec.gov,
in conjunction with the Commission's current electronic data
gathering and retrieval system ("EDGAR"), or any successors
thereto.
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(2) All notices to Participants, former Participants,
beneficiaries or other persons acting for or on behalf of such
persons shall be addressed to such person at the last address
for such person maintained in the Committee's records.
(r) Written Agreements.
Each Plan Award shall be evidenced by a signed written agreement (the
"Award Agreements") between the Corporation and the Participant
containing the terms and conditions of the award.
ARTICLE TEN
AMENDMENT OR TERMINATION OF PLAN
(a) The Board of Directors of the Corporation shall have the right to amend,
suspend or terminate this Plan at any time, provided that no amendment
shall be made which shall increase the total number of shares of the Common
Stock of the Corporation which may be issued and sold pursuant to Incentive
Stock Options, reduce the minimum exercise price in the case of an
Incentive Stock Option or modify the provisions of this Plan relating to
eligibility with respect to Incentive Stock Options unless such amendment
is made by or with the approval of the stockholders within 12 months of the
effective date of such amendment, but only if such approval is required by
any applicable provision of law.
(b) The Board of Directors of the Corporation shall also be authorized to amend
this Plan and the Options granted thereunder to maintain qualification as
"incentive stock options" within the meaning of Section 422 of the Code, if
applicable.
(c) Except as otherwise provided herein, no amendment, suspension or
termination of this Plan shall alter or impair any Plan Awards previously
granted under this Plan without the consent of the holder thereof, except
as required to comply with applicable conditions or requirements of the
Code, the Securities Act, the Exchange Act or any other applicable law of
the United States, or of any states in which a Participant is domiciled or
under which the Corporation is subject to in personam jurisdiction and
regulation.
(d) This Plan shall automatically terminate on the day immediately preceding
the tenth anniversary of the date this Plan was adopted by the Board of
Directors of the Corporation, unless sooner terminated by such Board of
Directors.
(e) No Plan Awards may be granted under this Plan subsequent to the termination
of this Plan.
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* * *
In Witness Whereof, pursuant to a duly adopted resolution of the
Corporation's Board * of Directors, currently in effect, the undersigned have
executed this Indenture, by and on behalf of the Corporation.
AmeriNet Group.com, Inc.
Dated: May 2, 2000
By: /s/ Michael H. Jordan
Michael Harris Jordan
President
{Corporate Seal}
Attest: /s/ Vanessa H. Lindsey
Vanessa H. Lindsey
Secretary
Before me, an officer duly authorized to administer oaths by the State of
Florida, did personally appear Michael Harris Jordan and Vanessa H. Lindsey,
known to me, who being duly sworn, did certify to me, in my presence, that they
executed this Indenture, in the capacities indicated, on the date set forth
above, as the act of AmeriNet Group.com, Inc., a publicly held Delaware
corporation with a class of securities registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Corporation"), pursuant to
authority of a duly promulgated and currently effective resolution of its duly
elected and serving Board of Directors, and that by such action, the Corporation
has become bound by the terms thereof.
Witness my hand and seal, this 2nd day of May, 2000. My commission
expires:
{Notarial Seal} /s/ Imogene James
----------------------
Notary Public
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