AMERINET GROUP.COM, INC.
AMERINET COMMUNICATIONS, INC. INCENTIVE STOCK OPTION PLAN INDENTURE
EFFECTIVE AS OF OCTOBER 1, 2000
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 Communications, Inc. Incentive 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 Incentive Stock
Options, as such term is defined in the Code and the rules and
regulations promulgated thereunder.
II. This Plan shall become effective on October 1, 2000.
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 AmeriNet Communications, Inc.,
a Florida corporation all the capital stock in which is held by the
Corporation ("AmeriCom"), for so long as it qualifies as a subsidiary
of the Corporation, in its ability to retain the services of
Participants upon whose judgment, interest and special effort the
successful conduct of AmeriCom'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 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 AmeriCom 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 AmeriCom 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 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.
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 duties for AmeriCom or for
any Parent or Subsidiary;
B. A Participant's intentional or habitual neglect of his duties for
AmeriCom or for any Parent or Subsidiary;
C. A Participant's theft or misappropriation of funds of AmeriCom 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 contract with AmeriCom 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 one 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. Reserved.
XIX. "Option" shall mean an Incentive Stock Option granted pursuant to the
provisions of Article Six hereof, as such term is defined in the Code
and the rules and regulations promulgated thereunder.
XX. "Option Holder" shall mean a Participant who is granted an Option
under the terms of this Plan.
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XXI. "Parent" shall mean a corporation that substantially owns AmeriCom
within the meaning of Section 424(e) of the Code.
XXII. "Participant" shall mean any Employee or other person participating
under this Plan.
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 Securities and Exchange Commission and consequently can not be
resold unless they are so registered or an exemption from registration
is available.
XXV. Reserved.
XXVI. "Subsidiary" shall mean a subsidiary corporation of AmeriCom 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 composed 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. The Committee will include a subcommittees directly responsible
for allocation of Options to Directors, Officers of Employees of
AmeriCom under this Plan and may include as a non-voting member
the chief executive officer of AmeriCom.
B. The subcommittee shall comply with all limitations, conditions
and qualifications on the grant of Options imposed by the
Committee.
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. 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)
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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).
VIII. 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 AmeriCom 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;
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 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
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 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.
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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.
XII. Withholding Taxes.
A. AmeriCom 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
AmeriCom 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. Neither the Corporation not AmeriCom shall 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 and A,eriCom.
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 or AmeriCom, under any employment, consulting or
acquisition agreements.
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XVI. Payments Due Missing Persons.
A. AmeriCom 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, AmeriCom 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.
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, AmeriCom 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 AmeriCom'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
AmeriCom'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 200,000 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
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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:
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 AmeriCom 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 Employees of AmeriCom who are regularly employed on a
salaried basis as common law employees shall be eligible to
participate in this Plan.
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.
II. Notwithstanding anything contained herein to the contrary, an
Incentive Stock Option may be granted only to common law employees of
AmeriCom but not to any director or officer who is not also a common
law employee.
III. 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:
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
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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.
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 III with reference to
eligibility and Article Six III-A-5 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
Relationship.
1. If the employment of an Option Holder by AmeriCom 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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2. a. If an Option Holder's employment is terminated by
AmeriCom for Good Cause or if an Option Holder voluntarily
terminates his employment other than for Disability without
the written consent of the Committee, regardless of whether
such Option Holder continues to serve as a director of
AmeriCom, then the Option Holder shall, at the time of such
termination of employment forfeit all rights to exercise any
and all of the outstanding Option(s) theretofore granted to
the Option Holder.
b. The reduction in the ownership of AmeriCom by the
Corporation below one share more than 50% shall be deemed a
termination of the employment of all Option Holders under
this Plan.
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 AmeriCom 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.
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
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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.
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.
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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 AmeriCom 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 AmeriCom 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 under or their willful breach of the terms
of, this Plan, AmeriCom, 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 AmeriCom, 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.
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.
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<PAGE>
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 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.
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<PAGE>
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
or AmeriCom, 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 shall be in writing and
delivered in person or by certified mail to the 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 AmeriCom shall be addressed to it at AmeriCom'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.
D. 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 or Consulting Relationship.
Nothing contained in this Plan shall be construed as a contract of
employment (or as a consulting contract) between AmeriCom (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
AmeriCom (or any Parent or Subsidiary), or as a limitation on the right
of AmeriCom or any Parent or Subsidiary to discharge any of its
employees (or Consultants), at any time, with or without cause.
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<PAGE>
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 VIII 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 19, 2000
By: /s/ Lawrence R. Van Etten
Lawrence R. Van Etten
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 Lawrence R. Van Etten 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 ___ day of ____________, 2000. My
commission expires:
{Notarial Seal}
----------------------
Notary Public
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