AMERICAN
INTERNATIONAL PETROLEUM CORPORATION
2000 Stock
Award Plan
1.
Purpose of the Plan. The AMERICAN INTERNATIONAL PETROLEUM CORPORATION
2000 Stock Award Plan (the Plan) is intended to attract, retain,
motivate and reward employees and officers of, and consultants to, AMERICAN
INTERNATIONAL PETROLEUM CORPORATION (the Company) and its Affiliates
who are and will be contributing to the success of the business; to provide
competitive incentive compensation opportunities; and to further opportunities
for stock ownership by such employees, officers, and consultants in order to
increase their proprietary interest in the Company. Affiliates shall mean any
corporation or other business organization in which the Company owns, directly
or indirectly, 50% or more of the voting stock or capital at the time of the
granting of such award. Accordingly, the Company may from time to time, grant to
selected employees, officers and consultants (participants) awards
(awards) of shares of Common Stock of the Company $.08 par value
(Stock), together with, to the extent determined by the Company in
its sole discretion at the time of the grant of the award, reimbursement by the
Company of amounts payable by the recipient of the award as a consequence of any
such award (Cash Amount), subject to the terms and conditions
hereinafter provided.
2.
Administration of the Plan. The Plan shall be administered by the Board
of Directors of the Company as such Board of Directors may be composed from time
to time and/or by a Stock Grant Committee or Compensation Committee (the
Committee) which shall be comprised of solely of at least two
Outside Directors (as such term is defined in regulations promulgated from time
to time with respect to Section 162(m)(4)(C)(i) of the Code) appointed by such
Board of Directors of the Company. As and to the extent authorized by the Board
of Directors of the Company, the Committee may exercise the power and authority
vested in the Board of Directors under the Plan. The Board of Directors or the
Committee to the extent authorized by the Board of directors, is authorized to
interpret the Plan and may from time to time adopt such rules and regulations
for carrying out the Plan as it deems appropriate, including rules and
regulations to comply with the requirements of Rule 16b-3 under the Securities
Exchange Act of 1934 and Section 162(m) of the Code. Decisions of the Board of
directors and/or the Committee in connection with the administration of the Plan
shall be final, conclusive, and binding upon all parties including the Company,
stockholders, employees and consultants.
In
addition to such other rights of indemnification as they have as directors or as
members of the Committee, the members of the Board of Directors and the
Committee shall be indemnified by the Company against reasonable expenses
(including, without limitation, attorneys fees) actually and necessary
incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal, to which they or any of them may be a party by
reason of any action taken or failure to act under or in connection with the
Plan or any awards granted hereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved to the extent required
by and in the manner provided by the Certificate of Incorporation and Bylaws of
the Company relating to indemnification of directors) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Director or Committee member or members did not act in good
faith and in a manner he, she or they reasonably believed to be in or not
opposed to the best interest of the Company.
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