AMERINET GROUP.COM, INC.
2001 OFFICERS' & DIRECTORS' STOCK OPTION PLAN
EFFECTIVE AS OF JANUARY 1, 2001
STATE OF FLORIDA }
COUNTY OF MARION } SS.:
Pursuant to a duly adopted resolution of its Board of Directors,
ratified by its stockholders at the annual meeting of stockholders held on
December 21, 2000, at Ocala, Florida, both 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. 2001
Officers' & Directors' Stock Option Plan" (hereinafter referred to as the
"Plan"), as follows:
WITNESSETH:
ARTICLE ONE
INTRODUCTION
I. 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.
II. This Plan shall become effective on January 1, 2001.
III. 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
incentives for outstanding performance.
IV. This Plan is further intended to assist the Corporation in its ability
to recruit and 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 set
forth below unless the context clearly indicates otherwise:
I. "Award Indenture" shall mean the written instrument executed by an
appropriate officer of the Corporation, pursuant to which a Plan Award
is memorialized.
II. A. "Board of Directors" shall mean the Board of Directors of the
Corporation.
B. "Committee" shall mean the group responsible for administration
of the Plan and awarding the Options.
III. "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:
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A. A trustee or other fiduciary holding securities under an employee
benefit plan of the Corporation or any subsidiary of the
Corporation;
B. A corporation owned, directly or indirectly, by the stockholders
of the Corporation in substantially the same proportions as their
ownership of the Corporation;
C. The Corporation or any subsidiary of the Corporation; or
D. 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 or her Affiliates or
Associates, if any, is or becomes the direct or indirect
Beneficial Owner of the percentage of such securities.
IV. "Commission" shall mean the United States Securities and Exchange
Commission.
V. A. "Code" shall mean the Internal Revenue Code of 1986, as amended,
and the rules and regulations thereunder.
B. "Service" shall mean the United States Internal Revenue Service.
VI. "Common Stock" shall mean the common stock, par value $.01 per share,
of the Corporation, or any contraction or subdivision thereof.
VII. Reserved.
VIII. "Corporation" shall mean AmeriNet Group.com, Inc., a publicly held
Delaware corporation with a class of securities registered under
Section 12(g) of the Exchange Act.
IX. "Disability" shall have the same meaning as the term "permanent and
total disability" under Section 22(e)(3) of the Code.
X. "Employee" shall mean a common-law employee of the Corporation or of
any Parent or Subsidiary.
XI. A. "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.
B. "Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations thereunder.
XII. "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).
XIII. A. "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 as reported
to 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 to the National Association of
Securities Dealers, Inc., a Delaware corporation registered as a
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 to the over the counter electronic bulletin board
systems operated
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by the NASD (the "OTC Bulletin Board") or the National Daily
Quotation System, Inc. (the "Electronic Pink Sheets"); and if
no such quotations are available, the last available pricing
information provided by members of the NAD who make a market
in the Common Stock selected from time to time by the
Corporation for that purpose.
B. 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.
C. 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.
D. 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.
XIV. "Good Cause" shall mean:
A. A Participant's willful or gross misconduct or willful or gross
negligence in the performance of his or her duties for the
Corporation or for any Parent or Subsidiary;
B. A Participant's intentional or habitual neglect of his or her
duties for the Corporation or for any Parent or Subsidiary;
C. A Participant's theft or misappropriation of funds of the
Corporation or of any Parent or Subsidiary or commission of a
crime; or
D. The direct or indirect breach by the Participant of the terms of
a related employment or consulting contract with the Corporation
or any Parent or Subsidiary.
XV. "Incentive Stock Option" shall mean a stock option satisfying the
requirements for tax-favored treatment under Section 422 of the Code,
or any successor provisions thereto.
XVI. A. Inside Directors shall mean members of the Corporation's board of
directors who also serve as officers, employees or consultants of
the Corporation, who hold more than 10% of the Corporation's
capital stock or who are related by marriage or consanguinity to
any of the foregoing within two levels (i.e., parents, siblings,
spouses and their children or parents).
B. "Outside Directors" shall mean all members of the Board of
Directors of the Corporation who are classified as "outside
directors" under Section 162(m) of the Code.
XVII. "NASD" shall mean the National Association of Securities Dealers,
Inc., a Delaware corporation registered as a self regulatory
organization by the Commission, and its controlled subsidiaries.
XVIII. "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.
XIX. "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option granted pursuant to the provisions of Article Six hereof, as
such terms are defined in the Code and the rules and regulations
promulgated thereunder.
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XX. "Option Holder" shall mean a Participant who is granted an Option
under the terms of this Plan.
XXI. "Parent" shall mean a corporation that substantially owns the
Corporation within the meaning of Section 424(e) of the Code.
XXII. "Participant" shall mean any Officer or Director of the Corporation or
former Officer or Director of the Corporation who received rights
under this Plan while serving as an Officer or Director of the
Corporation, participating under this Plan, excluding any person who
holds such office as a result of obligations imposed on the
Corporation pursuant to the terms of an agreement that permits a
person to designate nominees for election to the Corporation's Board
of Directors (e.g., pursuant to the terms of an acquisition
agreement).
XXIII. "Plan Award" shall mean an Option granted pursuant to the terms of
this Plan.
XXIV. "Restricted Stock" shall mean securities that are not registered with
the Commission and consequently can not be resold unless they are so
registered or an exemption from registration is available.
XXV. "Stock Appreciation Rights" shall mean 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.
XXVI. "Subsidiary" shall mean a subsidiary corporation of the Corporation
within the meaning of Section 424(f) of the Code.
ARTICLE THREE
ADMINISTRATION
I. A. This Plan shall be administered by the Committee.
B. 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.
II. A majority of the Committee shall constitute a quorum, and, subject to
the provisions of this Article, 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.
III. The Committee shall be comprised of Outside Directors of the
Corporation that meet the definition of "Non-Employee Directors"
contained in Rule 16b-3(b)(3) promulgated under the Exchange Act and
who are appointed by the Board of Directors to serve as the Committee;
provided that the Committee must always be comprised of not less than
two members and that if not specifically appointed, it shall be
comprised of all of the then serving qualifying Outside Directors.
IV. A. Members of the Corporation's Board of Directors during the
calendar year starting on January 1, 2001 and ending on
December 31, 2001 who are not provided other compensation by
the Corporation's Subsidiaries and who are not serving as
designees of other persons (e.g., pursuant to the terms of
acquisition agreements), shall be compensated for their
services during the period starting on January 1, 2001 and
ending on December 31, 2001 pursuant to this Plan, as follows:
1. a. For basic service as a member of the
Corporation's Board of Directors, each
qualifying member of the Corporation's Board
of Directors shall be granted an Option to
purchase 15,000 shares of the Corporation's
common stock during the twelve month period
commencing on January 1, 2001 and ending on
December 31, 2002, at an exercise price
based on the last reported transaction price
for the
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Corporation's common stock reported on the
OTC Bulletin Board on December 22, 2000, the
first business day following the 2000 annual
meeting of the Corporation's stockholders.
b. The Options will vest as to 1,000 shares of
the underlying common stock per month, with
all unvested Options vesting on December 31,
2001, provided that the Participant has
materially complied with all of his or her
obligations under the separate director
service agreements each Participant will be
required to enter into with the Corporation
as a condition to participation in this
Plan.
2. For service on the audit or executive committee, the
Option will be increased by an additional 10,000
shares which will vest at the rate of 800 shares per
month, with all unvested Options vesting on December
31, 2001, provided that the Participant has
materially complied with all of his or her
obligations under the separate director service
agreements each Participant will be required to enter
into with the Corporation as a condition to
participation in this Plan; and
3. For service as the chair of the audit or executive
committee, the Option will be increased by an
additional 5,000 shares which will vest at the rate
of 400 shares per month, with all unvested Options
vesting on December 31, 2001, provided that the
Participant has materially complied with all of his
or her obligations under the separate director
service agreements each Participant will be required
to enter into with the Corporation as a condition to
participation in this Plan.
B. All of the foregoing Options will require that the recipient
comply on a timely basis with all personal reporting
obligations to the Commission pertaining to his or her role
with the Corporation and that the recipient serve in the
designated position providing all of the services required
thereby prudently and in good faith until December 31, 2001
(unless such person was not elected to such position by the
Corporation's stockholders despite a willingness and ability
to serve).
V. The Committee, 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.
VI. 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.
VII. The authority of the Committee shall include, without limitation, the
following:
A. 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;
B. Procedures for Exercise of Option.
The establishment of procedures for an Option Holder to:
1. Exercise an Option by payment of cash;
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2. 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;
3. 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 theCode,
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
4. Engage in any other form of "cashless" exercise.
C. 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.
IX. Administrative Procedures.
A. The Committee may establish any procedures determined by it to
be appropriate in discharging its responsibilities under this
Plan.
B. All actions and decisions of the Committee shall be final.
X. Assignment or Transfer.
A. 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.
B. During the lifetime of a Participant, Incentive Stock Options
granted hereunder shall be exercisable only by the Participant
XI. 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.
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XII. Withholding Taxes.
A. 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.
B. 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.
C. 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 Three hereof.
XIII. 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.
XIV. Funding of Plan.
A. This Plan shall be unfunded.
B. The Corporation shall not be required to segregate any of its
assets to assure the payment of any Plan Award under this Plan
C. 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.
D. The interests of each Participant and former Participant
hereunder are unsecured and shall be subject to the general
creditors of the Corporation.
XV. 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.
XVI. Payments Due Missing Persons.
A. 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.
B. 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.
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C. 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.
XVII. 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.
XVIII. Evidence of Award.
Each Plan Award may be evidenced by a signed written instrument (the
"Award Indentures") between the Corporation and the Participant
containing the terms and conditions of the award.
XIX. Publication & Availability of Plan.
A. A current copy of this Plan and any interpretative and legal
materials deemed appropriate by the Committee shall be made
generally available to the potential Award recipients who, as
a condition to the delivery of an Award Indenture, must
represent that they have had access to such materials and have
fully reviewed them.
B. The foregoing availability requirements will be met if the
subject materials are maintained on the Corporation's Internet
website and are accessible there to potential Award recipients
either generally or through use of a password actually
provided to them.
C. In the event the required materials are not maintained on the
Corporation's Internet website, then they must be made
available in hard copy to potential Award recipients prior to
delivery of an Award Indenture.
ARTICLE FOUR
MAXIMUM SHARES AUTHORIZED FOR PLAN
I. Subject to the adjustments provided in Article Seven of this Plan, the
aggregate number of shares of the Common Stock which may be granted for
all purposes under this Plan shall be 1,000,000 shares.
II. 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.
III. 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.
IV. Notwithstanding the foregoing, the Corporation's transfer agent and its
general counsel shall:
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A. Retain a copy of this Plan, and any amendments or supplements
thereof, in its records of the Corporation's affairs;
B. Be provided with and retain copies of all instruments
effecting Plan Awards;
C. Assure that shares adequate to meet the Corporation's
obligations under the Plan are reserved for issuance in
compliance therewith;
D. Immediately notify the Corporation and any Participants
affected in the event that shares adequate to meet the
Corporation's obligations under the Plan are not authorized;
E. 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
I. Officers and Directors of the Corporation who are not provided other
compensation by the Corporation's Subsidiaries and who are not serving
as designees of other persons (e.g., pursuant to the terms of
acquisition agreements), shall be eligible to participate in this Plan;
provided that only Officers and Directors who are also Employees may be
warded Incentive Stock Options.
II. Eligibility for participation under the Plan shall expire on the
earlier of any date required under applicable laws or the ninetieth day
following the end of the participants association with the Corporation
and its Subsidiaries.
ARTICLE SIX
AWARDS
I. 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.
II. 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
a common law employee.
III. The terms and conditions of the Options shall, except as herein
specifically set forth to the contrary, be as determined from time to
time by the Committee; provided, however, that the Options granted
under this Plan shall be subject to the following:
A. Exercise Price.
1. 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
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(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.
2. The exercise price will be subject to adjustment in
accordance with the provisions of Article Seven of
this Plan.
B. Payment of Exercise Price.
1. The price per share of Common Stock with respect to
each Option shall be payable at the time the Option
is exercised.
2. Such price shall be payable in cash or pursuant to
any of the methods set forth in Article Three VII-B
hereof.
3. 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.
C. Exercisability of Options.
1. Except as provided in Article Five with reference to
eligibility and Article Six III-E hereof with
reference to termination of relationship, 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.
2. 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.
D. Expiration of Incentive Stock 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, that 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.
E. Exercise Upon Option Holder's Termination of Employment.
1. 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.
2. a. For purposes of determining whether any
Option Holder has incurred a termination of
employment an Option Holder who is both an
employee 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
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incurred a termination of employment only
upon his or her termination of service both
as an employee and as a director.
b. If an Option Holder's employment is
terminated by the Corporation or by any
Parent or Subsidiary for Good Cause or if an
Option Holder voluntarily terminates his or
her employment 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, forfeit his or her rights to
exercise any and all of the outstanding
Option(s) theretofore granted to him.
c. The reduction in the ownership of any
Subsidiary by the Corporation below one
share more than 50% shall be deemed a
termination of the employment of all Option
holders whose determination of required
status under this Plan is predicated on
their status in connection with such
Subsidiary.
F. Maximum Amount of Incentive Stock Options.
1. 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.
2. 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.
ARTICLE SEVEN
ADJUSTMENTS
I. Recapitalization, etc.
A. 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.
B. Notwithstanding the foregoing:
1. Each adjustment with respect to an Incentive Stock
Option shall comply with the rules of Section 424(a)
of the Code, or any successor section thereof; and
2. 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 or any successor
thereof.
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II. Merger, Consolidation or Change in Control of Corporation.
A. Upon the occurrence of any of the events set forth in the
immediately following subsections, 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 event 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 event;
provided that any conditions precedent to the exercise of such
Option(s), other than the passage of time, have occurred.
B. The predicate events referred to in the immediately preceding
subsection are:
1. 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;
2. 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
3. The Change in Control of the Corporation;
C. 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.
D. All Options subject to the provisions of this Article Seven
II, other than in the case of a Change in Control of the
Corporation, which are not exercised shall be forfeited as of
the effective time of such merger, consolidation, dissolution,
liquidation or Asset Sale.
ARTICLE EIGHT
AMENDMENT OR TERMINATION OF PLAN
I. 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.
II. 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, or any successor provisions, if applicable.
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III. 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.
IV. 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
the Board of Directors.
V. No Plan Awards may be granted under this Plan subsequent to the
termination of this Plan.
ARTICLE NINE
LIABILITY & DISPUTE RESOLUTION
I. Liability and Indemnification.
A. Neither the Corporation nor any Parent or Subsidiary shall be
responsible
1. 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.
2. 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.
B. 1. Except for their own gross negligence or willful
misconduct regarding the performance of the duties
specifically assigned to them 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.
2. 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.
II. Applicable Law & Venue.
A. 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.
B. Venue for any proceeding arising hereunder, whether in law,
equity, administration or alternate dispute resolution, shall,
to the extent legally permissible, lie exclusively in Broward
County, Florida.
III. Limitations on Dispute Resolution.
A. If there is any dispute hereunder which cannot be resolved by
the parties (a "Disputed Item"), any party with requisite
standing may seek a resolution solely by arbitration by
applying for an arbitrator to be appointed by the American
Arbitration Association in accordance with the rules and
regulations of that association, except as specifically
modified hereby.
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B. In the event arbitration is requested, both Parties must
proceed as quickly as possible to arbitration and accept the
results of same as final and binding.
C. The losing Party in the arbitration shall pay all of the costs
of the arbitration.
D. In the event that the results of the arbitration cannot be
said to result in a winning Party and a losing Party, the
arbitrator shall decide how the costs and expenses of the
arbitration shall be borne by the Parties.
E. Any judgment upon the award rendered by the arbitrator may be
enforced in the Circuit Court sitting in and for Broward
County, Florida.
IV. Jurisdiction.
By acceptance of a Plan Award, a recipient will be deemed to have
irrevocably:
A. Submitted to the jurisdiction of any state or federal court or
private dispute resolution tribunal sitting in Broward County,
Florida, in any action or proceeding arising out of or
relating to this Plan and agrees that all claims in respect of
the action or proceeding may be heard and determined in any
such court or tribunal.
B. Agreed not to bring any action or proceeding arising out of
or relating to this Plan in any other court or tribunal.
C. Waived any defense of inconvenient forum to the maintenance of
any action or proceeding so brought and waives any bond,
surety, or other security that might be required of any other
party with respect thereto.
ARTICLE TEN
MISCELLANEOUS PROVISIONS
I. Interpretation.
A. The words "include," "includes" and "including" when used
herein shall be deemed in each case to be followed by the
words "without limitation."
B. The headings contained in this Plan are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Plan.
C. The captions in this Plan are for convenience and reference
only and in no way define, describe, extend or limit the scope
of this Plan or the intent of any provisions hereof.
D. All pronouns and any variations thereof shall be deemed to
refer to the masculine, feminine, neuter, singular or plural,
as the identity of the Party or Parties, or their personal
representatives, successors and assigns may require.
E. Each exhibit and schedule referenced in this Plan, if any,
shall be annexed hereto and shall be considered a part hereof
as if set forth in the body hereof in full.
II. Severability.
A. Whenever legally possible, each provision of this Plan will be
interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Plan is held to
be invalid, illegal
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or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any
other jurisdiction but this Plan will be interpreted,
construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been
contained herein.
B. Where a provision of this Plan is held to be legally
unenforceable, by acceptance of a Plan Award, a recipient
shall be deemed to have irrevocably agreed to authorize a
tribunal of competent jurisdiction, acting at the request of
the Corporation, to substitute in its place the legally
enforceable provision most closely effecting the intent of the
provision that was found to be unenforceable.
III. Notices.
A. Each notice relating to this Plan s hall be in writing and
delivered in person or by certified mail to th proper address.
B. 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.
C. 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.
III. Expenses.
Except as otherwise provided in this Plan, each recipient of a Plan
Award shall be responsible for payment of all resulting sales and other
transfer taxes, if any.
IV. No Third-Party Beneficiaries.
Neither this Plan nor any provision hereof, nor any document or
instrument executed or delivered pursuant to this Plan, shall be deemed
to create any right in favor of or impose any obligation upon any
person or entity other than those to whom a duly executed Award
Indenture is delivered by an authorized Officer of the Corporation.
V. Entire Plan.
A. This Plan and the agreements, instruments, schedules and other
writings referred to in this Plan contain the entire
understanding of the Parties with respect to the subject
matter of this Plan.
B. There are no restrictions, agreements, promises, warranties,
covenants or undertakings other than those expressly set forth
herein or therein.
C. This Plan supersedes all prior agreements and understandings
between the Parties with respect to its subject matter.
VI. Non-guarantee of Employment Relationship.
Nothing contained in this Plan shall be construed as a contract of
employment between the Corporation (or any Parent or Subsidiary), and
Participant, as a right of any Participant to be continued in the
employment of 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 at any time, with or without cause.
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VII. Cooperation of Parties.
A. 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.
B. In the event that any recipient of a Plan Award fails to
comply with the provisions of this subsection VII within three
business days after receipt of a written notice of
non-compliance specifying the required action, the Award shall
become void and all rights thereto shall be deemed to have
expired unexercised.
VIII. License.
A. This form of plan is the property of the Yankee Companies,
Inc., a Florida corporation ("Yankees") and the use hereof by
the Parties is authorized hereby solely for the purposes
contemplated hereby.
B. The use of this form of plan or of any derivation thereof
without Yankees' prior written permission
is prohibited.
C. This Plan shall not be more strictly interpreted against any
person as a result of its authorship.
* * *
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: December 22, 2000
By:/s/ Edward Dmytryk
Edward C. Dmytryk
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 Edward C. Dmytryk 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 22nd day of December, 2000. My
commission expires:
{Notarial Seal}
----------------------
Notary Public
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