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EXHIBIT 10.1
CENTURY MILESTONE S&T CO., LTD. STOCK PLAN
SECTION 1. INTRODUCTION
1.1 Establishment. Effective as provided in Section 17, Century Milestone
S&T Co., Ltd., a Colorado corporation (the "Company"), hereby establishes this
plan of stock-based compensation incentives for selected Eligible Participants
of the Company and its affiliated corporations. This Plan shall be known as the
Century Milestone S&T Co., Ltd. Stock Plan (the "Plan").
1.2 Purpose. The purpose of this Plan is to promote the best interest of
the Company, and its stockholders by providing a means of non-cash remuneration
to selected Eligible Participants who contribute most to the operating progress
and earning power of the Company.
SECTION 2. DEFINITIONS
The following definitions shall be applicable to the terms used in this
Plan:
2.1 "Affiliated Corporation" means any corporation that is either a parent
corporation with respect to the Company or a subsidiary corporation with respect
to the Company (within the meaning of Sections 424(e) and (f), respectively, of
the Internal Revenue Code).
2.2 "Code" means the Internal Revenue Code of 1986, as it may be amended
from time to time.
2.3 "Committee" means a committee designated by the Board of Directors to
administer this Plan or, if no committee is so designated, the Board of
Directors. Any Committee member who is also an Eligible Participant may receive
an Option or Stock Award only if he abstains from voting in favor of a grant to
himself, and the grant is determined and approved by the remaining Committee
members. The Board of Directors, in its sole discretion, may at any time remove
any member of the Committee and appoint another Director to fill any vacancy on
the Committee.
2.4 "Common Stock" means the Company's $.0001 par value common stock.
2.5 "Company" means Century Milestone S&T Co., Ltd., a Colorado
corporation.
2.6 "Effective Date" means the effective date of this Plan, as set forth in
Section 17 hereof.
2.7 "Eligible Participant" means any employee, director, officer,
consultant, or advisor of the Company who is determined (in accordance with the
provisions of Section 4 hereof) to be eligible to receive an Option or Stock
Award hereunder.
2.8 "Option" means the grant to an Eligible Participant of a right to
acquire shares of Common Stock.
2.9 "Plan" means this Century Milestone S&T Co., Ltd. Stock Plan, dated
August 15, 2000.
2.10 "Stock Award" means the grant to an Eligible Participant of shares of
Common Stock issuable directly under this Plan rather than upon exercise of an
Option.
Wherever appropriate, words used in this Plan in the singular may mean the
plural, the plural may mean the singular, and the masculine may mean the
feminine.
CENTURY MILESTONE STOCK PLAN PAGE 1 OF 6
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SECTION 3. ADOPTION AND ADMINISTRATION OF THIS PLAN
Upon adoption by the Company's Board of Directors, this Plan became
effective as of August 15, 2000. In the absence of contrary action by the Board
of Directors, and except for action taken by the Committee pursuant to Section 4
in connection with the determination of Eligible Participants, any action taken
by the Committee or by the Board of Directors with respect to the
implementation, interpretation or administration of this Plan shall be final,
conclusive and binding.
SECTION 4. ELIGIBILITY AND AWARDS
The Committee shall determine at any time and from time to time after the
effective date of this Plan: (i) the Eligible Participants; (ii) the number of
shares of Common Stock issuable directly or to be granted pursuant to an Option;
(iii) the price per share at which each Option may be exercised, in cash or
cancellation of fees for services for which the Company is liable, if
applicable, or the value per share if a direct issue of stock pursuant to a
Stock Award; and (iv) the terms on which each Option may be granted. Such
determination, as may from time to time be amended or altered at the sole
discretion of the Committee. Notwithstanding the provisions of Section 3 hereof,
no such determination by the Committee shall be final, conclusive and binding
upon the Company unless and until the Board of Directors has approved the same;
provided, however, that if the Committee is composed of a majority of the
persons then comprising the Board of Directors of the Company, such approval by
the Board of Directors shall not be necessary.
SECTION 5. GRANT OF OPTION OR STOCK AWARD
Subject to the terms and provisions of this Plan, the terms and conditions
under which an Option or Stock Award may be granted to an Eligible Participant
shall be set forth in a written agreement (i.e., a Consulting Agreement,
Services Agreement, Fee Agreement, or Employment Agreement) or, if an Option, a
written Grant of Option in the form attached hereto as Exhibit A (which may
contain such modifications thereto and such other provisions as the Committee,
in its sole discretion, may determine).
SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK
The total number of shares of Common Stock reserved for issuance by the
Company either directly as Stock Awards or underlying Options granted under this
Plan shall not be more than 3,500,000. The total number of shares of Common
Stock reserved for such issuance may be increased only by a resolution adopted
by the Board of Directors and amendment of this Plan. Such Common Stock may be
authorized and unissued or reacquired Common Stock of the Company.
SECTION 7. PURCHASE OF SHARES OF COMMON STOCK
7.1 As soon as practicable after the determination by the Committee and
approval by the Board of Directors (if necessary, pursuant to Section 4 hereof)
of the Eligible Participants and the number of shares an Eligible Participant
may be issued directly as a Stock Award or eligible to purchase pursuant to an
Option, the Committee shall give written notice thereof to each Eligible
Participant, which notice may be accompanied by the Grant of Option, if
appropriate, to be executed by such Eligible Participant.
7.2 The negotiated cost basis of stock issued directly as a Stock Award or
the exercise price for each Option to purchase shares of Common Stock pursuant
to paragraph 7.1 shall be as determined by the Committee, it being understood
that the price so determined by the Committee may vary from one Eligible
Participant to another. In computing the negotiated direct issue price as a
Stock Award or the Option exercise price per share of Common Stock, the
Committee shall take into consideration, among other factors, the restrictions
set forth in Section 11 hereof.
CENTURY MILESTONE STOCK PLAN PAGE 2 OF 6
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SECTION 8. TERMS AND CONDITIONS OF OPTIONS
The Committee shall determine the terms and conditions of each Option
granted to Eligible Participants, which terms shall be set forth in writing. The
terms and conditions so set by the Committee may vary from one Eligible
Participant to another. In the event that all the Committee approves an Option
permitting deferred payments, the Eligible Participant's obligation to pay for
such Common Stock may be evidenced by a promissory note executed by such
Eligible Participant and containing such modifications thereto and such other
provisions as the Committee, in its sole discretion, may determine.
SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE OF OPTION
The Company shall deliver to each Eligible Participant such number of
shares of Common Stock as such Eligible Participant is entitled to receive
pursuant to a Stock Award or elects to purchase upon exercise of the Option.
Such shares, which shall be fully paid and nonassessable upon the issuance
thereof (unless a portion or all of the purchase price shall be paid on a
deferred basis) shall be represented by a certificate or certificates registered
in the name of the Eligible Participant and stamped with an appropriate legend
referring to the restrictions thereon, if any. Subject to the terms and
provisions of the Colorado Business Corporations Act and the written agreement
to which he is a party, an Eligible Participant shall have all the rights of a
stockholder with respect to such shares, including the right to vote the shares
and to receive all dividends or other distributions paid or made with respect
thereto (except to the extent such Eligible Participant defaults under a
promissory note, if any, evidencing the deferred purchase price for such
shares), provided that such shares shall be subject to the restrictions
hereinafter set forth. In the event of a merger or consolidation to which the
Company is a party, or of any other acquisition of a majority of the issued and
outstanding shares of Common Stock of the Company involving an exchange or a
substitution of stock of an acquiring corporation for Common Stock of the
Company, or of any transfer of all or substantially all of the assets of the
Company in exchange for stock of an acquiring corporation, a determination as to
whether the stock of the acquiring corporation so received shall be subject to
the restrictions set forth in Section 11 shall be made solely by the acquiring
corporation.
SECTION 10. RIGHTS OF EMPLOYEES; ELIGIBLE PARTICIPANTS
10.1 Employment. Nothing contained in this Plan or in any Option or Stock
Award granted under this Plan shall confer upon any Eligible Participant any
right with respect to the continuation of his or her employment by the Company
or any Affiliated Corporation, or interfere in any way with the right of the
Company or any Affiliated Corporation, subject to the terms of any separate
employment agreement to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the Eligible Participant from the
rate in existence at the time of the grant of an Option or Stock Award. Whether
an authorized leave of absence, or absence in military or government service,
shall constitute termination of employment shall be determined by the Committee
at the time.
10.2 Non-transferability. No right or interest of any Eligible Participant
in an Option or Stock Award shall be assignable or transferable during the
lifetime of the Eligible Participant, either voluntarily or involuntarily, or
subjected to any lien, directly or indirectly, by operation of law, or
otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy. However, the Board of Directors may, in its sole discretion, permit
transfers to family members if and to the extent such transfers are permissible
under applicable securities laws. In the event of an Eligible Participant's
death, an Eligible Participant's rights and interest in an Option or Stock Award
shall be transferable by testamentary will or the laws of descent and
distribution, and delivery of any shares of Common Stock due under this Plan
shall be made to, and exercise of any Options may be made by, the Eligible
Participant's legal representatives, heirs or legatees. If in the opinion of the
Committee a person entitled to payments or to exercise rights with respect to
this Plan is unable to care for his or her affairs because of mental condition,
physical condition, or age, payment due such person may be made to, and such
rights shall be exercised by, such person's guardian, conservator or other legal
personal representative upon furnishing the Committee with evidence satisfactory
to the Committee of such status.
CENTURY MILESTONE STOCK PLAN PAGE 3 OF 6
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SECTION 11. GENERAL RESTRICTIONS
11.1 Investment Representations. The Company may require any person to whom
an Option or Stock Award is granted, as a condition of exercising such Option,
or receiving such Stock Award, to give written assurances in substance and form
satisfactory to the Company and its counsel to the effect that such person is
acquiring the Common Stock subject to the Option or Stock Award for his or her
own account for investment and not with any present intention of selling or
otherwise distributing the same, and to such other effects as the Company deems
necessary or appropriate in order to comply with federal and applicable state
securities laws.
11.2 Restrictions on Transfer of Common Stock. The shares of Common Stock
issuable directly as a Stock Award or upon exercise of an Option may not be
offered for sale, sold or otherwise transferred except pursuant to an effective
registration statement or pursuant to an exemption from registration, the
availability of which is to be established to the satisfaction of the Company,
and any certificates representing shares of Common Stock will bear a legend to
that effect. However, the Company may, in the sole discretion of the Board of
Directors, register with the Securities and Exchange Commission some or all of
the shares of Common Stock reserved for issuance under this Plan. Special resale
restrictions may, however, continue to apply to officers, directors, control
shareholders and affiliates of the Company and such persons will be required to
obtain an opinion of counsel as regards their ability to resell shares received
pursuant to this Plan.
11.3 Compliance with Securities Laws. Each Option or Stock Award shall be
subject to the requirement that if at any time counsel to the Company shall
determine that the listing, registration or qualification of the shares of
Common Stock subject to such Option or Stock Award upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental or regulatory body, is necessary as a condition of, or in
connection with, the issuance or purchase of shares thereunder, such Option or
Stock Award may not be accepted or exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained on conditions acceptable to the Committee. Nothing herein
shall be deemed to require the Company to apply for or to obtain such listing,
registration or qualification.
11.4 Changes in Accounting Rules. Notwithstanding any other provision of
this Plan to the contrary, if, during the term of this Plan, any changes in the
financial or tax accounting rules applicable to Options or Stock Awards shall
occur that, in the sole judgment of the Committee, may have a material adverse
effect on the reported earnings, assets or liabilities of the Company, the
Committee shall have the right and power to modify as necessary, or cancel, any
then outstanding and unexercised Options.
SECTION 12. COMPLIANCE WITH TAX REQUIREMENTS
Each Eligible Participant shall be liable for payment of all applicable
federal, state and local income taxes incurred as a result of the receipt of a
Stock Award or an Option, the exercise of an Option, and the sale of any shares
of Common Stock received pursuant to a Stock Award or upon exercise of an
Option. The Company may be required, pursuant to applicable tax regulations, to
withhold taxes for an Eligible Participant, in which case the Company's
obligations to deliver shares of Common Stock upon the exercise of any Option
granted under this Plan or pursuant to any Stock Award, shall be subject to the
Eligible Participant's satisfaction of all applicable federal, state and local
income and other income tax withholding requirements.
SECTION 13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES
In the event that, at any time or from time to time, any Option or Stock
Award is assigned or transferred to any party (other than the Company) pursuant
to the provisions of Section 10.2 hereof, such party shall take such Option or
Stock Award pursuant to all provisions and conditions of this Plan, and, as a
condition precedent to the transfer of such interest, such party shall agree
(for and on behalf of himself or itself, his or its legal representatives and
his or its transferees and assigns) in writing to be bound by all provisions of
this Plan.
CENTURY MILESTONE STOCK PLAN PAGE 4 OF 6
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SECTION 14. COSTS AND EXPENSES
All costs and expenses with respect to the adoption, implementation,
interpretation and administration of this Plan shall be borne by the Company.
SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY
Appropriate adjustments shall be made to the number of shares of Common
Stock issuable pursuant to an incomplete or pending Stock Award that has not yet
been delivered or upon exercise of any Options and the exercise price thereof in
the event of: (i) a subdivision or combination of any of the shares of capital
stock of the Company; (ii) a dividend payable in shares of capital stock of the
Company; (iii) a reclassification of any shares of capital stock of the Company;
or (iv) any other change in the capital structure of the Company.
SECTION 16. PLAN AMENDMENT, MODIFICATION AND TERMINATION
The Board, upon recommendation of the Committee or at its own initiative,
at any time may terminate and at any time and from time to time and in any
respect, may amend or modify this Plan, including:
(a) Increase the total amount of Common Stock that may be awarded
under this Plan, except as provided in Section 15 of this Plan;
(b) Change the classes of persons from which Eligible Participants may
be selected or materially modify the requirements as to eligibility for
participation in this Plan;
(c) Increase the benefits accruing to Eligible Participants; or
(d) Extend the duration of this Plan.
Any Option or other Stock Award granted to a Eligible Participant prior to
the date this Plan is amended, modified or terminated will remain in effect
according to its terms unless otherwise agreed upon by the Eligible Participant;
provided, however, that this sentence shall not impair the right of the
Committee to take whatever action it deems appropriate under Section 11 or
Section 15. The termination or any modification or amendment of this Plan shall
not, without the consent of a Eligible Participant, affect his rights under an
Option or other Stock Award previously granted to him.
SECTION 17. EFFECTIVE DATE OF THIS PLAN
17.1 Effective Date. This Plan is effective as of August 15, 2000, the date
it was adopted by the Board of Directors of the Company.
17.2 Duration of this Plan. This Plan shall terminate at midnight on August
15, 2005, which is the day before the fifth anniversary of the Effective Date,
and may be extended thereafter or terminated prior thereto by action of the
Board of Directors; and no Option or Stock Award shall be granted after such
termination. Options and Stock Awards outstanding at the time of this Plan
termination may continue to be exercised, or become free of restrictions, in
accordance with their terms.
CENTURY MILESTONE STOCK PLAN PAGE 5 OF 6
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SECTION 18. BURDEN AND BENEFIT
The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Eligible Participant, his executives or
administrators, heirs, and personal and legal representatives.
Dated as of the 15th day of August, 2000.
CENTURY MILESTONE S&T CO., LTD.
By: /s/ Xiao Gang
----------------------------------
Xiao Gang, President
ATTEST:
/s/ Feng Jiming
-----------------------------------
Feng Jiming, Secretary
CENTURY MILESTONE STOCK PLAN PAGE 6 OF 6
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EXHIBIT A
FORM OF
GRANT OF OPTION PURSUANT TO THE
CENTURY MILESTONE S&T CO., LTD. STOCK PLAN
Century Milestone S&T Co., Ltd., a Colorado corporation (the "Company"),
hereby grants to ________________________________ ("Optionee") an Option to
purchase ___________ shares of common stock, $.0001 par value (the "Shares") of
the Company at the purchase price of $______ per share (the "Purchase Price"),
in accordance with and subject to the terms and conditions of the Century
Milestone S&T Co., Ltd. Stock Plan (the "Plan"). This option is exercisable in
whole or in part, and upon payment in cash or cancellation of fees, or other
form of payment acceptable to the Company, to the principal office of the
Company. This Grant of Option supersedes and replaces any prior notice of option
grant, description of vesting terms or similar documents previously delivered to
Optionee for options granted on the date stated below.
Unless otherwise set forth in a separate written agreement, in the event
that Optionee's employee or consultant status with the Company or any of its
subsidiaries ceases or terminates for any reason whatsoever, including, but not
limited to, death, disability, or voluntary or involuntary cessation or
termination, this Grant of Option shall terminate with respect to any portion of
this Grant of Option that has not vested prior to the date of cessation or
termination of employee or consultant status, as determined in the sole
discretion of the Company. In the event of termination for cause, this Grant of
Option shall immediately terminate in full with respect to any un-exercised
options, and any vested but un-exercised options shall immediately expire and
may not be exercised. Unless otherwise set forth in a separate written
agreement, vested options must be exercised within six months after the date of
termination (other than for cause), notwithstanding the Expiration Date set
forth below.
Subject to the preceding paragraph, this Grant of Option, or any portion
hereof, may be exercised only to the extent vested per the attached schedule,
and must be exercised by Optionee no later than ____________________________
(the "Expiration Date") by (i) notice in writing, signed by Optionee; and (ii)
payment of the Purchase Price of a minimum of $1,000 (unless the Purchase Price
for the exercise of all vested options available to be exercised totals less
than $1,000) pursuant to the terms of this Grant of Option and the Plan. Any
portion of this Grant of Option that is not exercised on or before the
Expiration Date shall lapse. The notice must refer to this Grant of Option, and
it must specify the number of shares being purchased, and recite the
consideration being paid therefor. Notice shall be deemed given on the date on
which the notice is received by the Company.
This Option shall be considered validly exercised once payment therefor has
cleared the banking system or the Company has issued a credit memo for services
in the appropriate amount, or receives a duly executed acceptable promissory
note, if the Option is granted with deferred payment, and the Company has
received written notice of such exercise. If payment is not received within two
business days after the date the notice is received, the Company may deem the
notice to be invalid.
If Optionee fails to exercise this Option in accordance with this Grant of
Option, then this Grant of Option shall terminate and have no force and effect,
in which event the Company and Optionee shall have no liability to each other
with respect to this Grant of Option.
This Option may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
The validity, construction and enforceability of this Grant of Option shall
be construed under and governed by the laws of the State of Colorado, without
regard to its rules concerning conflicts of laws, and any action brought to
enforce this Grant of Option or resolve any controversy, breach or disagreement
relative hereto shall be brought only in a court of competent jurisdiction
within the State of Colorado.
CENTURY MILESTONE. STOCK PLAN PAGE A-1
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The shares of common stock issuable upon exercise of the Option (the
"Underlying Shares") may not be sold, exchanged, assigned, transferred or
permitted to be transferred, whether voluntarily, involuntarily or by operation
of law, delivered, encumbered, discounted, pledged, hypothecated or otherwise
disposed of until (i) the Underlying Shares have been registered with the
Securities and Exchange Commission pursuant to an effective registration
statement on Form S-8, or such other form as may be appropriate, in the
discretion of the Company; or (ii) an Opinion of Counsel, satisfactory to the
Company, has been received, which opinion sets forth the basis and availability
of any exemption for resale or transfer from federal or state securities
registration requirements.
This Grant of Option relates to options granted on ________________, _____.
CENTURY MILESTONE S&T CO., LTD.
BY THE BOARD OF DIRECTORS
OR A SPECIAL COMMITTEE THEREOF
NOT FOR EXECUTION
By:
----------------------------------
OPTIONEE:
NOT FOR EXECUTION
---------------------------------
CENTURY MILESTONE. STOCK PLAN PAGE A-2
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GRANT OF OPTION PURSUANT TO THE
CENTURY MILESTONE S&T CO., LTD. STOCK PLAN.
OPTIONEE: ____________________
OPTIONS GRANTED: ____________________
PURCHASE PRICE: $______per Share
DATE OF GRANT: ____________________
EXERCISE PERIOD: ________ to ________
VESTING SCHEDULE: OPTION ON
#SHARES DATE VESTED (ASSUMING CONTINUED EMPLOYMENT, ETC.)
--------- -----------
_________ ___________
_________ ___________
_________ ___________
_________ ___________
_________ ___________
EXERCISED TO DATE: _________ INCLUDING THIS EXERCISE
BALANCE TO BE EXERCISED: _________
================================================================================
NOTICE OF EXERCISE
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
TO: Century Milestone S&T Co., Ltd. ("Optionor")
The undersigned, the holder of the Option described above, hereby
irrevocably elects to exercise the purchase rights represented by such Option
for, and to purchase thereunder, _________ shares of the Common Stock of Century
Milestone S&T Co., Ltd., and herewith makes payment of _______________________
therefor. Optionee requests that the certificates for such shares be issued in
the name of Optionee and be delivered to Optionee at the address of
_______________________________________________________________________________,
and if such shares shall not be all of the shares purchasable hereunder,
represents that a new Notice of Exercise of like tenor for the appropriate
balance of the shares, or a portion thereof, purchasable under the Grant of
Option pursuant to the Century Milestone S&T Co., Ltd. Stock Plan, be delivered
to Optionor when and as appropriate.
OPTIONEE:
NOT FOR EXECUTION
Dated:
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CENTURY MILESTONE. STOCK PLAN PAGE A-3
