Exhibit 4.1
FIRST ENTERTAINMENT HOLDING CORP.
COMPENSATION PLAN-2000G
THIS COMPENSATION PLAN-2000G is adopted this 1st day of December
2000, by FIRST ENTERTAINMENT HOLDING CORP., a Nevada corporation with
its principal place of business being located at 5495 Marion Street,
Denver, Colorado 80216.
WITNESSETH:
WHEREAS, the Board of Directors of FIRST ENTERTAINMENT HOLDING
CORP., (the "Company") has determined that it would be to its
advantage, and in its best interests, to grant certain consultants and
advisors, as well as certain employees, shares of the Company's .008
par value common stock (the "Common Stock") and/or the opportunity to
purchase Common Stock as compensation for their service; and
WHEREAS, the Board of Directors (the "Board") believes that the
Company can best obtain advantageous benefits by issuing stock and/or
granting stock options to individuals described in the preceding
paragraph from time to time, although these options are not to be
granted pursuant to Section 422A and related sections of the Internal
Revenue Code as amended;
NOW THEREFORE, the Board adopts this as the First Entertainment
Compensation Plan-2000G (the "Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is December 1, 2000, which is the
day the Plan was adopted by the Board. The Plan will terminate on the
earlier of the date of the grant of the final share of Common Stock
allocated under the Plan or the final option to purchase shares of
Common Stock allocated under the Plan, or ten years from the date
thereof, whichever is earlier, and no options will be granted
thereafter pursuant to this Plan.
2.00 ADMINISTRATION OF PLAN
The Plan shall be administered by the Board, which may adopt
such rules and regulations for its administration as it may deem
necessary or appropriate, or may be administered by a Compensation
Committee to be appointed by the Board, to have such composition and
duties as the Board may from time to time determine.
3.00 ELIGIBILITY TO PARTICIPATE IN THE PLAN
3.01 Subject to the provisions of the Plan, the Board, or its
designee, shall determine and designate, from time to time those
consultants, advisors, and employees of the Company, or consultants,
advisors, and employees of a parent or subsidiary corporation of the
Company, to whom shares are to be issued and/or options are to be
granted hereunder and the number of shares to be optioned from time to
time to any individual or entity. In determining the eligibility of an
individual or entity to receive shares or an option, as well as in
determining the number of shares to be issued and/or optioned to any
individual or entity, the Board, or its designee, shall consider the
nature and value to the Company for the services which have been
rendered to the Company and such other factors as the Board, or its
designee, may deem relevant.
3.02 To be eligible to be selected to receive an option, an
individual must be a consultant, advisor or an employee of the Company
or a consultant, advisor, or an employee of a parent or subsidiary
corporation of the Company. The grant of each option shall be
confirmed by a Stock Option Agreement which shall be executed by the
Company and the optionee as promptly as practicable after such grant.
More than one option may be granted to an individual or entity. The
shares may, as determined by the Board or its designee, be issued
directly to such entities only if such issuance does not violate
applicable provisions of federal or state laws, rules or regulations.
3.03 An option may be granted to any individual or entity
eligible hereunder, regardless of his previous stockholdings.
3.04 The option price (determined as of the time the option is
granted) of the stock for which any person may be granted options
under this Plan may be increased or reduced by the Board, or its
designee, as described in Section 5, below.
4.00 NUMBER OF SHARES SUBJECT TO THE PLAN
4.01 The Board shall reserve for the purposes of the Plan a
total of 4,000,000 of the authorized but unissued shares of common
shares of the Company, provided that any shares as to which an option
granted under the Plan remains unexercised at the expiration thereof
may be the subject of the grant of further options under the Plan
within the limits and under the terms set forth in Article 3.00
hereof.
5.00 PRICE OF COMMON SHARES
5.01 The initial and standard price per share of Common Stock
to be issued directly or by option shall not be less than the Fair
Market Value, as of the date of grant, as defined below.
For purposes of this Plan, the Fair Market Value as of any date
shall be as reasonably determined by the Board or Compensation
Committee, as applicable; provided, however, that if there is a public
market for the Common Stock, the Fair Market Value of the option
shares as of any date shall not be less than the last reported sale
price for the Common Stock on that date (or on the preceding stock
market business day if such date is a Saturday, Sunday, or a holiday),
on a national securities exchange, as reported in The Wall Street
Journal, or if not reported in The Wall Street Journal, as reported in
The Denver Post, Denver, Colorado or, if no last sale price on a
national securities exchange is available, then the last reported sale
price on either another stock exchange or on a national or local over-
the-counter market, as reported by The Wall Street Journal, or if not
available there, in The Denver Post; provided further, that if no such
published last sale price is available and a published bid price is
available from one of those sources, then the Fair Market Value of the
shares shall not be less than such last reported bid price for the
Common Stock, and if no such published bid price is available, the
Fair Market Value of such shares shall not be less than the average of
the bid prices quoted as of the close of business on that date by any
two independent persons or entities making a market for the Common
Stock, such persons or entities to be selected by the Board or
Compensation Committee, as applicable.
6.00 SUCCESSIVE OPTIONS
Any option granted under this Plan to an person may be
exercisable at such person's discretion while there is outstanding any
other stock option previously granted to such person, whether under
this Plan or any other stock option plan of the Company.
7.00 PERIOD AND EXERCISE OF OPTION
7.01 Options granted under this Plan shall expire on the first
to occur of the following dates whether or not exercisable on such
dates: (i) five (5) years from the date the option is initially
granted; (ii) six (6) months from the date the person ceases
employment due to permanent and total disability; (iii) the date of
termination of employment for reasons other than retirement, permanent
and total disability or death, unless the Board determines, in its
sole discretion, that it would be in the best interest of the Company
to extend the options for a period not to exceed three (3) years; or
(iv) three (3) months from the date the employee retires with
permission of the Board.
7.02 Any option granted under this Plan may be immediately
exercised by the holder thereof. Such an option may be exercised in
whole or in part at the time it becomes exercisable or from time to
time thereafter, until the expiration of the option unless the option
is terminated pursuant to the provisions of this Plan.
8.00 PAYMENT FOR OPTIONED SHARES
When a person holding an option granted under this Plan
exercises any portion of the option he shall pay the full option price
for the shares covered by the exercise of that portion of his option
within one month after such exercise. As soon as practicable after
the person notifies the Company of the exercise of his option and
makes payment of the required option price, the Company shall issue
such shares to the person.
9.00 RESTRICTIONS ON TRANSFER
9.01 No right or privilege of any person under the Plan shall
be transferable or assignable, except to the person's personal
representative in the event of the person's death, and except as
provided in Section 9.02, options granted hereunder are exercisable
only by the person during his life.
9.02 If an person dies holding outstanding options issued
pursuant to this Plan, his personal representative shall have the
right to exercise such options only within one year of the death of
the person.
10.00 RECLASSIFICATION, CONSOLIDATION OR MERGER
If and to the extent that the number of issued shares of Common
Stock shall be increased or reduced by change in par value, split-up
reclassification, distribution of a dividend payable in stock, or the
like, the number of shares subject to direct issuance or an option
held by a person and the option price per share shall be
proportionately adjusted. If the Company is reorganized or
consolidated or merged with another corporation, the person shall be
entitled to receive direct issuance or options covering shares of such
reorganized, consolidated, or merged company in the same proportion,
at an equivalent price, and subject to the same conditions.
11.00 DISSOLUTION OR LIQUIDATION
Upon the dissolution or liquidation of the Company, the options
granted hereunder shall terminate and become null and void, but the
person shall have the right immediately prior to such dissolution or
liquidation to exercise any options granted and exercisable hereunder
to the full extent not before exercised.
12.00 BINDING EFFECT
This Plan shall inure to the benefit of and be binding upon the
Company and its employees, and their respective heirs, executors,
administrators, successors and assigns.
13.00 ADOPTION OF PLAN
This Plan has been duly adopted by the Board of Directors of the
Company on December 5, 2000.
14.00 NOTICES
Any notice to be given to the Company under the terms of this
plan shall be addressed to such address as is set forth on the first
page hereof.
IN WITNESS WHEREOF, the Company has caused this Plan to be
executed on its behalf by its President, to be sealed by its corporate
seal, and attested by its Secretary effective the day and year first
above written.
FIRST ENTERTAINMENT HOLDING CORP.
By: /s/ Howard B. Stern
Howard B. Stern, Chairman and
Chief Executive Officer
