eWeb21 Corp.
2000 EQUITY INCENTIVE PLAN
1. Purpose
The purpose of this 2000 Equity Incentive Plan (hereinafter referred to as
the "Plan"), is (1)to provide a special incentive to selected individuals who
have made contributions to the business and success of eWeb21 Corp. and its
subsidiaries (hereinafter referred to as the "Company") (2) to provide special
incentives to selected individuals who had previously made contributions to the
business and success of eWeb21, Inc.(a private, wholly-owned subsidiary of the
eWeb21 Corp.) and who previously had been awarded special incentive options
which were never exercised and which now have been cancelled. The Plan is
designed to accomplish this purpose by offering such individuals by offering
them an opportunity to participate in the Company's future performance through
awards of Options, Restricted Stock and Stock Bonuses (collectively "Awards").
2. Administration
The Plan shall be administered by a committee (the "Committee") to be
established by the board of directors of the Company (the "Board") or the Board
acting as the Committee. If a committee administers the Plan, it shall consist
of three or more members, at least two of whom shall be neither an officer nor
an employee of the Company. (The Board acting as the Committee or the Committee
shall be referred to as the "Committee" herein.)
The Committee shall have authority, consistent with the Plan,
(a) To determine which individuals shall receive Awards under the Plan;
(b) to determine the time or times when Awards shall be granted and the
number of Shares or other consideration to be subject to each Award;
(c) as to Options, to determine the exercise price of the Company's shares
of common stock ("Shares") subject to each Option, the method of payment
of such price, the time or times when each Option becomes exercisable
and the duration of the exercise period, subject to the limitations
contained in Paragraph 6(b);
(d) to prescribe the form or forms of the instruments evidencing any Award
granted under the Plan and of any other instruments required under the
Plan and to change such forms from time to time;
(e) to adopt, amend and rescind rules and regulations for the administration
of the Plan and the Awards and for its own acts and proceedings; and
(f) to decide all questions and settle all controversies and disputes which
may arise in connection with the Plan. All decisions, determinations and
interpretations of the Committee shall be binding on all parties
concerned.
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3. Participants
The Participants in the Plan shall be employees, officers, directors,
consultants of the Company or any other parties who have made a contribution to
the business and success of the Company, as may be selected from time to time by
the Board in its discretion. Plan awards are available to Participants only if
(A) they are natural persons; (B) they provide bona fide services to the issuer,
its parents, its majority-owned subsidiaries; and (C) the services are not in
connection with the offer or sale of securities in a capital-raising
transaction, and do not directly or indirectly promote or maintain a market for
the Company's securities. In any grant of Awards after the initial grant,
Participants who were previously granted Awards under the Plan may be included
or excluded.
4. Limitations
No Awards shall be granted under the Plan after December 31, 2005, but
Options and other Awards theretofore granted may extend beyond that date.
Subject to adjustment as provided in Section 8 of the Plan, the number of Shares
which may be issued under the Plan shall not exceed two (2,000,000) million in
the aggregate. To the extent that any Option granted under the Plan shall expire
or terminate unexercised or for any reason become unexercisable as to any Shares
subject thereto, or if the consideration for any other Award is not provided,
such Shares shall thereafter be available for further grants under the Plan,
within the limit specified above.
5. Shares to be Issued
Shares to be issued under the Plan may constitute an original issue of
authorized Shares or may consist of previously issued Shares acquired by the
Company, on the market or otherwise as shall be determined by the Committee. The
Board and the proper officers of the Company shall take any appropriate action
required for such issuance.
6. Options
Options are rights by an eligible person to purchase Shares at a fixed
price for a stated period of time. All Options granted under the Plan shall be
subject to the following terms and conditions (except as provided in Section 9)
and to such other terms and conditions as the Committee shall determine to be
appropriate to accomplish the purposes of the Plan:
(a) Exercise Price. The exercise price under each Option shall be determined
by the Committee and may be more, equal to or less than the then current
market price of the Shares as the Committee may deem to be appropriate:
provided, however, that in the event the Bonus Committee shall determine
to grant an Option at less than 85% of the then current market price of
the Shares, such Option shall not be granted by the option committee
without the prior approval of the board of directors.
(b) Period of Options. The period of an Option shall not exceed five years
from the date of grant.
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(c) Exercise of Options.
(i) Each Option shall be made exercisable at such time or times,
whether or not in installments, as the Committee shall prescribe
at the time the Option is granted.
(ii) A person electing to exercise an Option shall give written
notice to the Company, as specified by the Committee, of his
election and of the number of Shares he has elected to purchase,
such notice to be accompanied by such instruments or documents
as may be required by the Committee, and shall at the time of
such exercise tender the purchase price of the Shares he has
elected to purchase.
(d) Payment for Issuance of Shares. Upon exercise of any Option granted
hereunder, payment in full shall be made at the time of such exercise
for all such Shares then being purchased. The Company shall not be
obligated to issue any Shares unless and until, in the opinion of the
Company's counsel, all applicable laws and regulations have been
complied with, nor, in the event the Shares at the time listed upon any
stock exchange, unless and until the Shares to be issued have been
listed or authorized to be added to the list upon official notice of
issuance upon such exchange, nor unless or until all other legal matters
in connection with the issuance and delivery of Shares have been
approved by the Company's counsel.
(e) Termination of Employment. If the Participant is an employee and his/her
employment terminates for any reason other than his/her death, the
Participant may, unless discharged for cause, thereafter exercise
his/her Option as provided below, but only to the extent the Participant
was entitled to exercise the Option on the date when his/her employment
terminated. If such termination of employment is voluntary on the part
of the Participant, he/she may exercise his/her Option within 10 days
after the date of termination of employment (unless a longer period not
in excess of three months is allowed by the Committee). If such
termination of employment is involuntary on the part of the Participant,
he/she may exercise his/her Option within 30 days after the date of
termination of employment. In no event, however, may such Participant
exercise his/her Option at a time when the Option would not be
exercisable had the Participant remained an employee or when the
termination was for cause. For purposes of this section (f), a
Participant's employment shall not be considered terminated in the case
of sick leave or other bona fide leave of absence approved by the
Company or a subsidiary, or in the case of a transfer to the employment
of a subsidiary or to the employment of the Company. Anything herein to
the contrary notwithstanding, an Option may be exercised only to the
extent exercisable on the date of termination of employment by death or
otherwise.
(f) Retirement or Resignation. If prior to the expiration date of a
Participant's Option an optionee shall retire or resign with the
Company's consent such Option may be exercised in the same manner as if
the Optionee had continued in the Company's employ; provided, however,
the Committee may terminate, at any time prior to exercise, all
unexercised Options if it shall determine that the retired or resigning
optionee has engaged in any activity detrimental to the Company's
interest.
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(g) Death. If a Participant dies at a time when he/she is entitled to
exercise an Option, then at any time or times within one (1) year after
his/her death (or such further period as the Committee may allow) such
Option may be exercised, as to all or any of the Shares which the
Participant was entitled to purchase immediately prior to his/her death,
by his/her executor or administrator or the person or persons to whom
the Option is transferred by will or the applicable laws of descent and
distribution, and except as so exercised such Option shall expire at the
end of such Option period. In no event may an Option be exercised after
the expiration of the Option period.
(h) Replacement Options. The Company may grant Options under the Plan on
terms differing from those provided for where such Options are granted
in substitution for Options held by employees of other corporations who
concurrently become employees of the Company or a subsidiary as the
result of a merger, consolidation or other reorganization of the
employing corporation with the Company or subsidiary, or the acquisition
by the Company or a subsidiary of the business, property or stock of the
employing corporation. The Committee may direct that the substitute
Options be granted on such terms and conditions as the Committee
considers appropriate in the circumstances.
(i) Changes in Stock. In the event of a stock dividend, stock split or
recapitalization or merger in which the Company is the surviving
corporation, or other similar capital change, the number and kind of
shares of stock or securities of the Company to be subject to the Plan
and to Options then outstanding or to be granted thereunder, the maximum
number of Shares or securities which may be issued or sold under the
Plan, the exercise price and other relevant provisions shall be
appropriately adjusted by the Committee, the determination of which
shall be binding on all persons.
7. Restricted Stock
A Restricted Stock Award is an offer by the Company to sell to an eligible
person Shares that are subject to restrictions. The Committee will determine to
whom an offer will be made, the number of Shares the person may purchase, the
price to be paid (the "Purchase Price"), the restrictions to which the Shares
will be subject, and all other terms and conditions of the Restricted Stock
Award, subject to the following:
(a) Form of Restricted Stock Award. All purchases under a Restricted Stock
Award made pursuant to this Plan will be evidenced by an Award Agreement
("Restricted Stock Purchase Agreement") that will be in such form (which
need not be the same for each Participant) as the Committee will from
time to time approve, and will comply with and be subject to the terms
and conditions of this Plan. The offer of Restricted Stock will be
accepted by the Participant's execution and delivery of the Restricted
Stock Purchase Agreement and full payment for the Shares to the Company
within thirty (30) days from the date the Restricted Stock Purchase
Agreement is delivered to the person. If such person does not execute
and deliver the Restricted Stock Purchase Agreement along with full
payment for the Shares to the Company within thirty (30) days, then the
offer will terminate, unless otherwise determined by the Committee.
(b) Purchase Price. The Purchase Price of Shares sold pursuant to a
Restricted Stock Award will be determined by the Committee on the date
the Restricted Stock Award is granted.
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(c) Fair Market Value shall mean, as of any date, the value of the common
stock of the Company determined as follows:
(1) If the common stock is listed on any established stock exchange,
or traded on the Nasdaq National Market, the Nasdaq SmallCap
Market, or the OTC Bulletin Board, the Fair Market Value of a
share of common stock shall be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted
on such exchange or market (or the exchange or market with the
greatest volume of trading in common stock) on the last market
trading day prior to the day of determination, as reported in
the Wall Street Journal or such other source as the Board deems
reliable; (2) if such common stock is publicly traded but is not
quoted on an exchange or market listed in subparagraph (1) above
the average of the closing bid and asked prices on the date of
determination; or (3) if none of the foregoing is applicable, by
the Committee in good faith.
(d) Terms of Restricted Stock Awards. Restricted Stock Awards shall be
subject to such restrictions as the Committee may impose. These
restrictions may be based upon completion of a specified number of years
of service with the Company or upon completion of the performance goals
as set out in advance in the Participant's individual Restricted Stock
Purchase Agreement. Restricted Stock Awards may vary from Participant to
Participant and between groups of Participants.
Prior to the grant of a Restricted Stock Award, the Committee shall:
(i) determine the nature, length and starting date of any
Performance Period for the Restricted Stock Award;
(ii) select from among the Performance Factors to be used to measure
performance goals, if any; and
(iii) determine the number of Shares that may be awarded to the
Participant.
Prior to the payment of any Restricted Stock Award, the Committee shall
determine the extent to which such Restricted Stock Award has been
earned. Performance Periods may overlap and Participants may participate
simultaneously with respect to Restricted Stock Awards that are subject
to different Performance Periods and having different performance goals
and other criteria.
(e) Termination During Performance Period. If a Participant is Terminated
during a Performance Period for any reason, then such Participant will
be entitled to payment (whether in Shares, cash or otherwise) with
respect to the Restricted Stock Award only to the extent earned as of
the date of Termination in accordance with the Restricted Stock Purchase
Agreement, unless the Committee will determine otherwise.
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8. Payment for Share Purchases
(a) Payment. Payment for Shares purchased under an option agreement or
restricted stock award pursuant to this Plan may be made in cash, by
check, or, where expressly approved for the Participant by the Committee
and where permitted by law:
(i) by cancellation of indebtedness of the Company to the
Participant;
(ii) by surrender of Shares that either:
(1) have been owned by Participant for more than six months
and have been paid for within the meaning of SEC Rule
144 (and, if such shares were purchased from the Company
by use of a promissory note, such note has been fully
paid with respect to such shares); or
(2) were obtained by Participant in the public market;
(iii) by tender of a full recourse promissory note having such terms
as may be approved by the Committee and bearing interest at a
rate sufficient to avoid imputation of income under Sections 483
and 1274 of the Code; provided, however, that Participants who
are not employees or directors of the Company will not be
entitled to purchase Shares with a promissory note unless the
note is adequately secured by collateral other than the Shares;
(iv) by waiver of compensation due or accrued to the Participant for
services rendered;
(v) with respect only to purchases upon exercise of an Option, and
provided that a public market for the Company's stock exists:
(1) through a "same day sale" commitment from the
Participant and a broker-dealer that is a member of the
National Association of Securities Dealers (an "NASD
Dealer") whereby the Participant irrevocably elects to
exercise the Option and to sell a portion of the Shares
so purchased to pay for the Exercise Price, and whereby
the NASD Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly to the
Company; or
(2) through a "margin" commitment from the Participant and a
NASD Dealer whereby the Participant irrevocably elects
to exercise the Option and to pledge the Shares so
purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount
of the Exercise Price, and whereby the NASD Dealer
irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Company; or
(vi) by any combination of the foregoing.
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(b) Loan Guarantees. The Committee may help the Participant pay for Shares
purchased under this Plan by authorizing a guarantee by the Company of a
third-party loan to the Participant.
9. Stock Bonuses
(a) Awards of Stock Bonuses. A Stock Bonus is an award of Shares (which may
consist of Restricted Stock) for services rendered to the Company . A
Stock Bonus may be awarded for past services already rendered to the
Company, pursuant to an Award Agreement (the "Stock Bonus Agreement")
that will be in such form (which need not be the same for each
Participant) as the Committee will from time to time approve, and will
comply with and be subject to the terms and conditions of this Plan. A
Stock Bonus may be awarded upon satisfaction of such performance goals
as are set out in advance in the Participant's individual Award
Agreement (the "Performance Stock Bonus Agreement") that will be in such
form (which need not be the same for each Participant) as the Committee
will from time to time approve, and will comply with and be subject to
the terms and conditions of this Plan. Stock Bonuses may vary from
Participant to Participant and between groups of Participants, and may
be based upon the achievement of the Company or a subsidiary and/or
individual performance factors or upon such other criteria as the
Committee may determine.
(b) Terms of Stock Bonuses. The Committee will determine the number of
Shares to be awarded to the Participant. If the Stock Bonus is being
earned upon the satisfaction of performance goals pursuant to a
Performance Stock Bonus Agreement, then the Committee will: (a)
determine the nature, length and starting date of any Performance Period
for each Stock Bonus; (b) select from among the Performance Factors to
be used to measure the performance, if any; and (c) determine the number
of Shares that may be awarded to the Participant. Prior to the payment
of any Stock Bonus, the Committee shall determine the extent to which
such Stock Bonuses have been earned. Performance Periods may overlap and
Participants may participate simultaneously with respect to Stock
Bonuses that are subject to different Performance Periods and different
performance goals and other criteria. The number of Shares may be fixed
or may vary in accordance with such performance goals and criteria as
may be determined by the Committee. The Committee may adjust the
performance goals applicable to the Stock Bonuses to take into account
changes in law and accounting or tax rules and to make such adjustments
as the Committee deems necessary or appropriate to reflect the impact of
extraordinary or unusual items, events or circumstances to avoid
windfalls or hardships.
(c) Form of Payment. The earned portion of a Stock Bonus may be paid
currently or on a deferred basis with such interest or dividend
equivalent, if any, as the Committee may determine. Payment may be made
in the form of cash or whole Shares or a combination thereof, either in
a lump sum payment or in installments, all as the Committee will
determine.
10. Use of Proceeds from Stock
Proceeds from the sale of stock pursuant to the Awards shall constitute
general funds of the Company.
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11. Withholding Taxes
(a) Withholding Generally. Whenever Shares are to be issued in satisfaction
of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy
federal, state and local withholding tax requirements prior to the
delivery of any certificate or certificates for such Shares. Whenever,
under this Plan, payments in satisfaction of Awards are to be made in
cash, such payment will be net of an amount sufficient to satisfy
federal, state, and local withholding tax requirements.
(b) Stock Withholding. When, under applicable tax laws, a Participant incurs
tax liability in connection with the exercise or vesting of any Award
that is subject to tax withholding and the Participant is obligated to
pay the Company the amount required to be withheld, the Committee may in
its sole discretion allow the Participant to satisfy the minimum
withholding tax obligation by electing to have the Company withhold from
the Shares to be issued that number of Shares having a Fair Market Value
equal to the minimum amount required to be withheld, determined on the
date that the amount of tax to be withheld is to be determined. All
elections by a Participant to have Shares withheld for this purpose will
be made in accordance with the requirements established by the Committee
and be in writing in a form acceptable to the Committee
12. Privileges of Stock Ownership
No Participant will have any of the rights of a stockholder with respect to
any Shares until the Shares are issued to the Participant. After Shares are
issued to the Participant, the Participant will be a stockholder and have all
the rights of a stockholder with respect to such Shares, including the right to
vote and receive all dividends or other distributions made or paid with respect
to such Shares; provided, that if such Shares are Restricted Stock, then any
new, additional or different securities the Participant may become entitled to
receive with respect to such Shares by virtue of a stock dividend, stock split
or any other change in the corporate or capital structure of the Company will be
subject to the same restrictions as the Restricted Stock; provided, further,
that the Participant will have no right to retain such stock dividends or stock
distributions with respect to Shares that are repurchased at the Participant's
original Purchase Price.
13. Requirements
(a) Investment Representations. The Company may require from the Participant
such investment representation or such agreement, if any, as counsel for
the Company may consider necessary in order to comply with the United
States Securities Act of 1933 as then in effect, and may require that
the Participant agree that any sale of the Shares will be made only in
such manner as is permitted by the Committee and that a Participant will
notify the Company when he/she intends to make any disposition of the
Shares whether by sale, gift or otherwise. The Participant shall take
any action reasonably requested by the Company in such connection. A
Participant shall have the rights of a stockholder only as to Shares
actually acquired by him/her under the Plan.
(b) Transferability. No Awards may be transferred by the Participant
otherwise than by will or by the laws of descent and distribution, and
during the Participant's lifetime Options may be exercised and the
consideration for othe Awards provided only by the Participant.
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14. Employment Rights
The adoption of the Plan or the granting of an Award does not confer upon
any individual any right to employment or continued employment with the Company
or a subsidiary, as the case may be, nor does it interfere in any way with the
right of the Company or a subsidiary to terminate the employment of any of its
employees at any time.
15. Amendment
The Committee may at any time discontinue granting Options under the Plan.
The Committee may at any time or times amend the Plan or amend any outstanding
Option or Options for the purpose of satisfying the requirements of any changes
in applicable laws or regulations or for any other purpose which may at the time
be permitted by law provided, however, that no such amendment shall void or
diminish Options previously granted without the consent of the Participant, nor
shall any amendment increase or accelerate the conditions and actions required
for the exercise of an Option unless the Participant shall have been discharged
from the company's employment for cause.
Adopted by the Board of Directors
on September 1, 2000
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