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EXHIBIT 99.1 - Conectisys Corporation Amended Non-Qualified Stock Option
and Stock Bonus Plan
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ARTICLE 1 - General Provisions
1.1 Purpose. The purpose of the Conectisys Corporation Amended Non-Qualified
Stock and Stock Bonus Plan shall be to compensate independent consultants (the
"Participants") of Conectisys Corporation (the "Company") and its subsidiaries,
if any, by way of granting non-qualified stock options ("Stock Options"). The
Options to be granted under the Plan are not intended to be qualified pursuant
to Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
Stock Options to be granted are intended to be "non-qualified stock options" as
described in Sections 83 and 421 of the Code. Furthermore, under the Plan, the
terms "parent" and "subsidiary" shall have the same meaning as set forth in
Subsections (e) and (f) of Section 425 of the Code unless the context herein
clearly indicates to the contrary.
1.2 General. The terms and provisions of this Article I shall be applicable to
Stock Options and stock bonuses unless the context herein clearly indicates to
the contrary.
1.3 Administration of the Plan. The Plan shall be administered by the Stock
Option Committee (the "Committee") appointed by the Board of Directors (the
"Board") of the Company and consisting of not less than three members from the
Board. The members of the Committee shall serve at the pleasure of the Board.
The Committee shall have the power where consistent with the general purpose and
intent of the Plan to (i) modify the requirements of the Plan to conform with
the law or to meet special circumstances not anticipated or covered in the Plan,
(ii) suspend or discontinue the Plan, (iii) establish policies and (iv) adopt
rules and regulations and prescribe forms for carrying out the purposes and
provisions of the Plan including the form of any "stock option agreements"
("Stock Option Agreements"). Unless otherwise provided in the Plan, the
Committee shall have the authority to interpret and construe the Plan, and
determine all questions arising under the Plan and any agreement made pursuant
to the Plan. Any interpretation, decision or determination made by the Committee
shall be final, binding and conclusive. A majority of the Committee shall
constitute a quorum, and an act of the majority of the members present at any
meeting at which a quorum is present shall be the act of the Committee.
1.4 Shares Subject to the Plan. Shares of stock ("Stock") covered by Stock
Options and stock bonuses shall consist of 1,000,000 shares of the Common Stock,
$.001 par value, of the Company. Either authorized and unissued shares or
treasury shares may be delivered pursuant to the Plan. If any Option for shares
of Stock, granted to a Participant lapses, or is otherwise terminated, the
Committee may grant Stock Options, SARs or ISO Options for such shares of Stock
to other Participants.
1.5 Participation in the Plan. The Committee shall determine from time to time
those Participants who are to be granted Stock Options and stock bonuses and the
number of shares of Stock covered thereby. Directors, officers and
Consultant/Employees of the Company or of a subsidiary shall not be eligible to
participate in the Plan.
1.6 Determination of Fair Market Value. As used in the Plan, "fair market value"
shall mean on any particular day (i) if the Stock is listed or admitted for
trading on any national securities exchange or the National Market System of the
National Association of Securities Dealers, Inc. Automated Quotation System, the
last sale price, or if no sale occurred, the mean between the closing high bid
and low asked quotations, for such day of the Stock on the principal securities
exchange on which shares of Stock are listed, (ii) if Stock is not traded on any
national securities exchange but is quoted on the National Association of
Securities Dealers, Inc., Automated Quotation System, or any similar system of
automated dissemination of quotations or securities prices in common use, the
mean between the closing high bid and low asked quotations for such day of the
Stock on such system, (iii) if neither clause (i) nor (ii) is applicable, the
mean between the high bid and low asked quotations for the Stock as reported by
the National Quotation Bureau, Incorporated if at least two securities dealers
have inserted both bid and asked quotations for shares of the Stock on at least
five (5) of the ten (10) preceding days, (iv) in lieu of the above, if actual
transactions in the shares of Stock are reported on a consolidated transaction
reporting system, the last sale price of the shares of Stock on such system or,
(v) if none of the conditions set forth above is met, the fair market value of
shares of Stock as determined by the Board. Provided, for purposes
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of determining "fair market value" of the Common Stock of the Company, such
value shall be determined without regard to any restriction other than a
restriction which will never lapse.
1.7 Adjustments Upon Changes in Capitalization. The aggregate number of shares
of Stock under Stock Options and stock bonuses granted under the Plan, and the
total number of shares of Stock which may be purchased by a Participant on
exercise of a Stock Option and an ISO Option shall be approximately adjusted by
the Committee to reflect any recapitalization, stock split, merger,
consolidation, reorganization, combination, liquidation, stock dividend or
similar transaction involving the Company except that a dissolution or
liquidation of the Company or a merger or consolidation in which the Company is
not the surviving or the resulting corporation, shall cause the Plan and any
Stock Option granted thereunder, to terminate upon the effective date of such
dissolution, liquidation, merger or consolidation. Provided, that for the
purposes of this Section 1.7, if any merger, consolidation or combination occurs
in which the Company is not the surviving corporation and is the result of a
mere change in the identity, form or place of organization of the Company
accomplished in accordance with Section 368(a)(1)(F) of the Code, then, such
event will not cause a termination.
1.8 Amendment and Termination of the Plan. The Plan shall terminate at midnight,
January 31, 2003, but prior thereto may be altered, changed, modified, amended
or terminated by written amendment approved by the Board. Provided, that no
action of the Board may, without the approval of the shareholders, increase the
aggregate number of shares of Stock which may be purchased or granted under the
Plan; withdraw the administration of the Plan from the Committee; amend or alter
the Option Price, as applicable; or amend the Plan in any manner which would
impair the applicability of Rule 16b-3 under the Securities Exchange Act of
1934, as amended, to the Plan. Except as provided in this Article I, no
amendment, modification or termination of the Plan shall in any manner adversely
affect any Stock Option or stock bonus theretofore granted under the Plan
without the consent of the affected Participant.
1.9 Effective Date. The Amended Plan shall be effective September 11, 2000.
1.10 Securities Law Requirements. The Company shall have no liability to issue
any Stock hereunder unless the issuance of such shares would comply with any
applicable federal or state securities laws or any other applicable law or
regulations thereunder.
1.11 Separate Certificates. Separate certificates representing the Common Stock
of the Company to be delivered to a Participant upon the exercise of any Stock
Option will be issued to such Participant.
1.12 Payment for Stock; Receipt of Stock or Cash in Lieu of Payment.
(a) Payment for Stock. Payment for shares of Stock purchased under this Plan
shall be made in full and in cash or check made payable to the Company.
Provided, payment for shares of Stock purchased under this Plan may also be made
in Common Stock of the Company or a combination of cash and Common Stock of the
Company in the event that the purchase of shares is pursuant to the exercise of
rights under an Option which is exercisable on the date of exercise of the
Option. In the event that Common Stock of the Company is utilized in
consideration for the purchase of Stock upon the exercise of a Stock Option,
then, such Common Stock shall be valued at the "fair market value" as defined in
Section 1.6 of the Plan.
1.13 Incurrence of Disability and Retirement. A Participant shall be deemed to
have terminated consulting services and incurred a disability ("Disability") if
such Participant suffers a physical or mental condition, which, in the judgment
of the Committee, totally and permanently prevents a Participant from engaging
in any substantial gainful consulting services with the Company or a subsidiary.
1.14 Stock Options Granted Separately. Since the Committee is authorized to
grant Stock Options to Participants, the grant thereof and Stock Option
Agreements relating thereto will be made separately and totally independent of
each other. Except as it relates to the total number of shares of Stock, which
may be
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issued under the Plan, the grant, or exercise of a Stock Option shall in no
manner affect the grant and exercise of any other Stock Options.
1.15 Grants of Options and Stock Option Agreement. Each Stock Option granted
under this Plan shall be evidenced by the minutes of a meeting of the Committee
or by the written consent of the Committee and by a written Stock Option
Agreement effective on the date of grant and executed by the Company and the
Participant. Each Option granted hereunder shall contain such terms,
restrictions and conditions as the Committee may determine, which terms,
restrictions and conditions may or may not be the same in each case.
1.16 Use of Proceeds. The proceeds received by the Company from the sale of
Stock pursuant to the exercise of Options granted under the Plan shall be added
to the Company's general funds and used for general corporate purposes.
1.17 Non-Transferability of Options. Except as otherwise herein provided, any
Option granted shall not be transferable otherwise than by will or the laws of
descent and distribution, and the Option may be exercised, during the lifetime
of the Participant, only by him. More particularly (but without limiting the
generality of the foregoing), the Option may not be assigned, transferred
(except as provided above), pledged or hypothecated in any way, shall not be
assignable by operation of law and shall not be subject to execution,
attachment, or similar process. Any attempted assignment, transfer, pledge,
hypothecation, or other disposition of the Option contrary to the provisions
hereof shall be null and void and without effect.
1.18 Additional Documents on Death of Participant. No transfer of an Option by
the Participant by will or the laws of descent and distribution shall be
effective to bind the Company unless the Company shall have been furnished with
written notice and an unauthenticated copy of the will and/or such other
evidence as the Committee may deem necessary to establish the validity of the
transfer and the acceptance by the successor to the Option of the terms and
conditions of such Option.
1.19 Changes in Employment. So long as the Participant shall continue to be a
consultant of the Company or any one of its subsidiaries, any Option granted to
him shall not be affected by any change of duties or position. Nothing in the
Plan or in any Stock Option Agreement which relates to the Plan shall confer
upon any Participant any right to continue as a consultant of the Company or of
any of its subsidiaries, or interfere in any way with the right of the Company
or any of its subsidiaries to terminate his consulting arrangement at any time.
1.20 Shareholder Rights. No Participant shall have a right as a shareholder with
respect to any shares of Stock subject to an Option prior to the purchase of
such shares of Stock by exercise of the Option.
1.21 Right to Exercise Upon Company Ceasing to Exist. Where dissolution or
liquidation of the Company or any merger consolidation or combination in which
the Company is not the surviving corporation occurs, the Participant shall have
the right immediately prior to such dissolution, liquidation, merger,
consolidation or combination, as the case may be, to exercise, in whole or in
part, his then remaining Options whether or not then exercisable, but limited to
that number of shares that can be acquired without causing the Participant to
have an "excess parachute payment" as determined under Section 280G of the Code
determined by taking into account all of Participant's "parachute payments"
determined under Section 280G of the Code. Provided, the foregoing
notwithstanding, after the Participant has been afforded the opportunity to
exercise his then remaining Options as provided in this Section 1.21, and to the
extent such Options are not timely exercised as provided in this Section 1.21,
then, the terms and provisions of this Plan and any Stock Option Agreement will
thereafter continue in effect, and the Participant will be entitled to exercise
any such remaining and unexercised Options in accordance with the terms and
provisions of this Plan and such Stock Option Agreement as such Options
thereafter become exercisable. Provided further, that for the purposes of this
Section 1.21, if any merger, consolidation or combination occurs in which the
Company is not the surviving corporation and is the result of a mere change in
the identity, form, or place of organization of the Company accomplished in
accordance with Section 368(a)(1)(F) of the Code, then,
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such event shall not cause an acceleration of the exercisability of any such
Options granted hereunder.
1.22 Assumption of Outstanding Options. To the extent permitted by the then
applicable provisions of the Code, any successor to the Company succeeding to,
or assigned the business of, the Company as the result of or in connection with
a corporate merger, consolidation, combination, reorganization or liquidation
transaction shall assume Options outstanding under the Plan or issue new Options
in place of outstanding Options under the Plan.
ARTICLE II - Terms of Stock Options and Exercise
2.1 General Terms.
(a) Grant and Terms for Stock Options. Stock Options shall be granted by the
Committee on the following terms and conditions: Stock Options shall be
exercisable within six months from the date of grant (except as specifically
provided in Subsection 2.l(c) hereof, with regard to the death or Disability of
a Participant), nor more than five (5) years after the date of grant. Subject to
such limitation, the Committee shall have the discretion to fix the period (the
"Option Period") during which any Stock Option may be exercised. Stock Options
granted shall not be transferable except by will or by the laws of descent and
distribution, Stock Options shall be exercisable only by the Participant while
actively employed a consultant by the Company or a subsidiary, except that (i)
any such Stock Option granted and which is otherwise exercisable, may be
exercised by the personal representative of a deceased Participant within 12
months after the death of such Participant (but not beyond the Option Period of
such Stock Option), (ii) Participant terminates his employment as an
Consultant/Employee or a consultant with the Company or a subsidiary on account
of incurring a Disability, such Participant may exercise any Stock Option which
is otherwise exercisable at any time within 12 months of such date of
termination. If a Participant should die during the applicable three-month or
12-month period following the date of such Participant's Retirement or
termination on account of Disability, the rights of the personal representative
of such deceased Participant as such relate to any Stock Options granted to such
deceased Participant shall be governed in accordance with Subsection 2.1(a)(i)
of this Article II.
(b) Option Price. The option price ("Option Price") for shares of Stock subject
to a Stock Option shall be determined by the Committee, but in no event shall
the Option Price of an ISO be less than 100% of the "fair market value" of the
Stock on the date of grant and in no event shall the Option Price of Stock
Options be less than 85% of the "fair market value" of the Stock on the date of
grant.
(c) Acceleration of Otherwise Unexercisable Stock Option on Retirement, Death,
Disability or Other Special Circumstances. The Committee, in its sole
discretion, may permit (i) a Participant who terminates employment as an
Consultant/Employee or a consultant due to Retirement, (ii) a Participant who
terminates employment as an Consultant/Employee or a consultant due to a
Disability, (iii) the personal representative of a deceased Participant, or (iv)
any other Participant who terminates employment as an Consultant/Employee or a
consultant upon the occurrence of special circumstances (as determined by the
Committee) to exercise and purchase (within three months of such date of
termination of employment or consulting arrangement, or 12 months in the case of
a deceased or disabled Participant; all or any part of the shares subject to
Stock Option on the date of the Participant's Retirement, Disability, death, or
as the Committee otherwise so determines, notwithstanding that all installments,
if any, with respect to such Stock Option, had not accrued on such date.
Provided, such discretionary authority of the Committee shall not be exercised
with respect to any Stock Option (or portion thereof) if the applicable
six-month waiting period for exercise had not expired except in the event of the
death or disability of the Participant when the personal representative of the
deceased Participant or the disabled Participant may, with the consent of the
Committee, exercise such Stock Option notwithstanding the fact that the
applicable six-month waiting period had not yet expired.
(d) Number of Stock Options Granted. Participants may be granted more than one
Stock Option. In making any such determination, the Committee shall obtain the
advice and recommendation of the officers of the
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Company or a subsidiary, which have supervisory authority over such
Participants. The granting of a Stock Option under the Plan shall not affect any
outstanding Stock Option previously granted to a Participant under the Plan.
(e) Notice of Exercise Stock Option. Upon exercise of a stock option, a
Participant shall give written notice to the Secretary of the Company, or other
officer designated by the Committee, at the Company's main office in Dallas,
Texas. No Stock shall be issued to any Participant until the Company receives
full payment for the Stock purchased, if applicable, and any required state and
federal withholding taxes.
CONECTISYS CORPORATION
By: /s/ Robert A. Spigno
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Robert A. Spigno
CEO
Date Plan adopted and approved by the Board of Directors: September 11, 2000
