Exhibit 4.1
FIRST ENTERTAINMENT HOLDING CORP.
COMPENSATION PLAN-2000E
THIS COMPENSATION PLAN-2000D is adopted this 12th day of
September 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-2000E (the "Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is September 12, 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 5,000,000 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 September 12, 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/ Douglas R. Olson
Douglas R. Olson, President
and Chief Operating Officer
ATTEST:
/s/ Wende Curtis
Wende Curtis, Secretary (SEAL)
