WORLD SHOPPING NETWORK, INC.
RETAINER STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS AND CONSULTANTS
1. Introduction.
This plan shall be known as the "World Shopping Network,
Inc.Retainer Stock Plan For Non-Employee Directors and
Consultants" is hereinafter referred to as the "Plan". The
purposes of the Plan are to enable World Shopping Network,
Inc., a Delaware corporation ("Company"), to promote the
interests of the Company and its shareholders by attracting
and retaining non-employee Directors and Consultants capable
of furthering the future success of the Company and by
aligning their economic interests more closely with those of
the Company's shareholders, by paying their retainer or fees
in the form of shares of the Company's common stock, par
value one tenth of one cent ($0.001) per share ("Common
Stock").
2. Definitions.
The following terms shall have the meanings set forth below:
"Board" means the Board of Directors of the Company.
"Change of Control" has the meaning set forth in Section
12(d).
"Code" means the Internal Revenue Code of 1986, as amended,
and the rules and regulations thereunder. References to any
provision of the Code or rule or regulation thereunder shall
be deemed to include any amended or successor provision,
rule or regulation.
"Committee" means the committee that administers the Plan,
as more fully defined in Section 13.
"Common Stock" has the meaning set forth in Section 1.
"Company" has the meaning set forth in Section 1.
"Deferral Election" has the meaning set forth in Section 6.
"Deferred Stock Account" means a bookkeeping account
maintained by the Company for a Participant representing the
Participant's interest in the shares credited to such
Deferred Stock Account pursuant to Section 7.
"Delivery Date" has the meaning set forth in Section 6.
"Director" means an individual who is a member of the Board
of Directors of the Company.
"Dividend Equivalent" for a given dividend or other
distribution means a number of shares of Common Stock having
a Fair Market Value, as of the record date for such dividend
or distribution, equal to the amount of cash, plus the fair
market value on the date of distribution of any property,
that is distributed with respect to one share of Common
Stock pursuant to such dividend or distribution; such fair
market value to be determined by the Committee in good
faith.
"Effective Date" has the meaning set forth in Section 3.
"Exchange Act" has the meaning set forth in Section 13(b).
"Fair Market Value" means the mean between the highest and
lowest reported sales prices of the Common Stock on the NYSE
Composite Tape or, if not listed on such exchange, on any
other national securities exchange on which the Common Stock
is listed or on NASDAQ on the last trading day prior to the
date with respect to which the Fair Market Value is to be
determined.
"Participant" has the meaning set forth in Section 4.
"Payment Time" means the time when a Stock Retainer is
payable to a Participant pursuant to Section 5 (without
regard to the effect of any Deferral Election).
"Stock Retainer" has the meaning set forth in Section 5.
"Third Anniversary" has the meaning set forth in Section 6.
3. Effective Date of the Plan.
The Plan shall be effective as of April 25, 2000 ("Effective
Date"), provided that it is approved by the Board.
4. Eligibility.
Each individual who is a Director or Consultant on the
Effective Date and each individual who becomes a Director or
Consultant thereafter during the term of the Plan, shall be
a participant ("Participant") in the Plan, in each case
during such period as such individual remains a Director or
Consultant and is not an employee of the Company or any of
its subsidiaries. Each credit of shares of Common Stock
pursuant to the Plan shall be evidenced by a written
agreement duly executed and delivered by or on behalf of the
Company and a Participant, if such an agreement is required
by the Company to assure compliance with all applicable laws
and regulations.
5. Grants of Shares.
Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares
of Common Stock ("Stock Retainer") pursuant to this Plan at
the deemed issuance price of one tenth of one cent ($0.001)
per Share.
6. Deferral Option.
From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered: (a) on
the date which is three years after the Effective Date for
which it was originally payable ("Third Anniversary"), (b)
on the date upon which the Participant ceases to be a
Director or Consultant for any reason ("Departure Date") or
(c) in five equal annual installments commencing on the
Departure Date ("Third Anniversary" and "Departure Date"
each being referred to herein as a "Delivery Date"). Such
Deferral Election shall remain in effect for each Subsequent
Year unless changed, provided that, any Deferral Election
with respect to a particular Year may not be changed less
than six (6) months prior to the beginning of such Year and
provided, further, that no more than one Deferral Election
or change thereof may be made in any Year.
Any Deferral Election and any change or revocation thereof
shall be made by delivering written notice thereof to the
Committee no later than six (6) months prior to the
beginning of the Year in which it is to be effected;
provided that, with respect to the Year beginning on the
Effective Date, any Deferral Election or revocation thereof
must be delivered no later than the close of business on the
thirtieth (30th) day after the Effective Date.
7. Deferred Stock Accounts.
The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of
shares of Common Stock payable pursuant to the Stock
Retainer to which the Deferral Election relates. So long as
any amounts in such Deferred Stock Account have not been
delivered to the Participant under Section 8, each Deferred
Stock Account shall be credited as of the payment date for
any dividend paid or other distribution made with respect to
the Common Stock, with a number of shares of Common Stock
equal to (a) the number of shares of Common Stock shown in
such Deferred Stock Account on the record date for such
dividend or distribution multiplied by (b) the Dividend
Equivalent for such dividend or distribution.
8. Delivery of Shares.
(a) The shares of Common Stock in a Participant's Deferred
Stock Account with respect to any Stock Retainer for which a
Deferral Election has been made (together with dividends
attributable to such shares credited to such Deferred Stock
Account) shall be delivered in accordance with this Section
8 as soon as practicable after the applicable Delivery Date.
Except with respect to a Deferral Election pursuant to
Section 6(c), or other agreement between the parties, such
shares shall be delivered at one time; provided that, if the
number of shares so delivered includes a fractional share,
such number shall be rounded to the nearest whole number of
shares. If the Participant has in effect a Deferral Election
pursuant to Section 6(c), then such shares shall be
delivered in five equal annual installments (together with
dividends attributable to such shares credited to such
Deferred Stock Account), with the first such installment
being delivered on the first anniversary of the Delivery
Date; provided that, if in order to equalize such
installments, fractional shares would have to be delivered,
such installments shall be adjusted by rounding to the
nearest whole share. If any such shares are to be delivered
after the Participant has died or become legally
incompetent, they shall be delivered to the Participant's
estate or legal guardian, as the case may be, in accordance
with the foregoing; provided that, if the Participant dies
with a Deferral Election pursuant to Section 6(c) in effect,
the Committee shall deliver all remaining undelivered shares
to the Participant's estate immediately. References to a
Participant in this Plan shall be deemed to refer to the
Participant's estate or legal guardian, where appropriate.
(b) The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in
either case, "Trust") to assist it in accumulating the
shares of Common Stock needed to fulfill its obligations
under this Section 8. However, Participants shall have no
beneficial or other interest in the Trust and the assets
thereof, and their rights under the Plan shall be as general
creditors of the Company, unaffected by the existence or
nonexistence of the Trust, except that deliveries of Stock
Retainers to Participants from the Trust shall, to the
extent thereof, be treated as satisfying the Company's
obligations under this Section 8.
9. Share Certificates; Voting and Other Rights.
The certificates for shares delivered to a Participant
pursuant to Section 8 above shall be issued in the name of
the Participant, and from and after the date of such
issuance the Participant shall be entitled to all rights of
a shareholder with respect to Common Stock for all such
shares issued in his or her name, including the right to
vote the shares, and the Participant shall receive all
dividends and other distributions paid or made with respect
thereto.
10. General Restrictions.
(a) Notwithstanding any other provision of the Plan or
agreements made pursuant thereto, the Company shall not be
required to issue or deliver any certificate or certificates
for shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions:
(i) Listing or approval for listing upon official notice
of issuance of such shares on the New York Stock Exchange,
Inc., or such other securities exchange as may at the time
be a market for the Common Stock;
(ii) Any registration or other qualification of such
shares under any state or federal law or regulation, or the
maintaining in effect of any such registration or other
qualification which the Committee shall, upon the advice of
counsel, deem necessary or advisable; and
(iii) Obtaining any other consent, approval, or permit
from any state or federal governmental agency which the
Committee shall, after receiving the advice of counsel,
determine to be necessary or advisable.
(b) Nothing contained in the Plan shall prevent the Company
from adopting other or additional compensation arrangements
for the Participants.
11. Shares Available.
Subject to Section 12 below, the maximum number of shares of
Common Stock which may in the aggregate be paid as Stock
Retainers pursuant to the Plan is Five Million (5,000,000).
Shares of Common Stock issueable under the Plan may be
taken from treasury shares of the Company or purchased on
the open market.
12. Adjustments; Change of Control.
(a) In the event that there is, at any time after the Board
adopts the Plan, any change in corporate capitalization,
such as a stock split, combination of shares, exchange of
shares, warrants or rights offering to purchase Common Stock
at a price below its fair market value, reclassification, or
recapitalization, or a corporate transaction, such as any
merger, consolidation, separation, including a spin-off, or
other extraordinary distribution of stock or property of the
Company, any reorganization (whether or not such
reorganization comes within the definition of such term in
Section 368 of the Code) or any partial or complete
liquidation of the Company (each of the foregoing a
"Transaction"), in each case other than any such Transaction
which constitutes a Change of Control (as defined below),
(i) the Deferred Stock Accounts shall be credited with the
amount and kind of shares or other property which would have
been received by a holder of the number of shares of Common
Stock held in such Deferred Stock Account had such shares of
Common Stock been outstanding as of the effectiveness of any
such Transaction, (ii) the number and kind of shares or
other property subject to the Plan shall likewise be
appropriately adjusted to reflect the effectiveness of any
such Transaction and (iii) the Committee shall appropriately
adjust any other relevant provisions of the Plan and any
such modification by the Committee shall be binding and
conclusive on all persons.
(b) If the shares of Common Stock credited to the Deferred
Stock Accounts are converted pursuant to Section 12(a) into
another form of property, references in the Plan to the
Common Stock shall be deemed, where appropriate, to refer to
such other form of property, with such other modifications
as may be required for the Plan to operate in accordance
with its purposes. Without limiting the generality of the
foregoing, references to delivery of certificates for shares
of Common Stock shall be deemed to refer to delivery of cash
and the incidents of ownership of any other property held in
the Deferred Stock Accounts.
(c) In lieu of the adjustment contemplated by Section
12(a), in the event of a Change of Control, the following
shall occur on the date of the Change of Control: (i) the
shares of Common Stock held in each Participant's Deferred
Stock Account shall be deemed to be issued and outstanding
as of the Change of Control; (ii) the Company shall
forthwith deliver to each Participant who has a Deferred
Stock Account all of the shares of Common Stock or any other
property held in such Participant's Deferred Stock Account;
and (iii) the Plan shall be terminated.
(d) For purposes of this Plan, Change of Control shall mean
any of the following events:
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of
20% or more of either (a) the then outstanding shares of
common stock of the Company ("Outstanding Company Common
Stock") or (b) the combined voting power of the then
outstanding voting securities of the Company entitled to
vote generally in the election of directors ("Outstanding
Company Voting Securities"); provided, however, that the
following acquisitions shall not constitute a Change of
Control: (a) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted
was itself acquired directly from the Company), (b) any
acquisition by the Company, (c) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by
the Company or (d) any acquisition by any corporation
pursuant to a reorganization, merger or consolidation, if,
following such reorganization, merger or consolidation, the
conditions described in clauses (a), (b) and (c) of
paragraph (iii) of this Section 12(d) are satisfied; or
(ii) Individuals who, as of the date hereof, constitute
the Board of the Company (as of the date hereof, "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
(iii) Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or
consolidation, unless, following such reorganization,
merger, binding share exchange or consolidation (a) more
than sixty percent (60%) of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share
exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger,
binding share exchange or consolidation in substantially the
same proportions as their ownership, immediately prior to
such reorganization, merger, binding share exchange or
consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be,
(b) no Person (excluding the Company, any employee benefit
plan (or related trust) of the Company or such corporation
resulting from such reorganization, merger, binding share
exchange or consolidation and any Person beneficially
owning, immediately prior to such reorganization, merger,
binding share exchange or consolidation, directly or
indirectly, twenty percent (20%) or more of the Outstanding
Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly
or indirectly, twenty percent (20%) or more of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger,
binding share exchange or consolidation or the combined
voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election
of directors and (c) at least a majority of the members of
the board of directors of the corporation resulting from
such reorganization, merger, binding share exchange or
consolidation were members of the Incumbent Board at the
time of the execution of the initial agreement providing for
such reorganization, merger, binding share exchange or
consolidation; or
(iv) Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b)
the sale or other disposition of all or substantially all of
the assets of the Company, other than to a corporation, with
respect to which following such sale or other disposition,
(x) more than sixty percent (60%) of, respectively, the then
outstanding shares of common stock of such corporation and
the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to
such sale or other disposition in substantially the same
proportion as their ownership, immediately prior to such
sale or other disposition, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case
may be, (y) no Person (excluding the Company and any
employee benefit plan (or related trust) of the Company or
such corporation and any Person beneficially owning,
immediately prior to such sale or other disposition,
directly or indirectly, twenty percent (20%) or more of the
Outstanding Company Common Stock or Outstanding Company
Voting Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or more of,
respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled
to vote generally in the election of directors and (z) at
least a majority of the members of the board of directors of
such corporation were members of the Incumbent Board at the
time of the execution of the initial agreement or action of
the Board providing for such sale or other disposition of
assets of the Company.
13. Administration; Amendment and Termination.
(a) The Plan shall be administered by a committee
consisting of three members who shall be the current
directors of the Company or senior executive officers or
other directors who are not Participants as may be
designated by the Chief Executive Officer ("Committee"),
which shall have full authority to construe and interpret
the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such
actions and make all such determinations in connection with
the Plan as it may deem necessary or desirable. (b) The
Board may from time to time make such amendments to the
Plan, including to preserve or come within any exemption
from liability under Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as it
may deem proper and in the best interest of the Company
without further approval of the Company's stockholders,
provided that, to the extent required under New York law or
to qualify transactions under the Plan for exemption under
Rule 16b-3 promulgated under the Exchange Act, no amendment
to the Plan shall be adopted without further approval of the
Company's stockholders and, provided, further, that if and
to the extent required for the Plan to comply with Rule 16b-
3 promulgated under the Exchange Act, no amendment to the
Plan shall be made more than once in any six (6) month
period that would change the amount, price or timing of the
grants of Common Stock hereunder other than to comport with
changes in the Internal Revenue Code of 1986, as amended,
the Employee Retirement Income Security Act of 1974, as
amended, or the regulations thereunder. (c) The Board may
terminate the Plan at any time by a vote of a majority of
the members thereof.
14. Miscellaneous.
(a) Nothing in the Plan shall be deemed to create any
obligation on the part of the Board to nominate any Director
for reelection by the Company's shareholders or to limit the
rights of the shareholders to remove any Director.
(b) The Company shall have the right to require, prior to
the issuance or delivery of any shares of Common Stock
pursuant to the Plan, that a Participant make arrangements
satisfactory to the Committee for the withholding of any
taxes required by law to be withheld with respect to the
issuance or delivery of such shares, including without
limitation by the withholding of shares that would otherwise
be so issued or delivered, by withholding from any other
payment due to the Participant, or by a cash payment to the
Company by the Participant.
15. Governing Law.
The Plan and all actions taken thereunder shall be governed
by and construed in accordance with the laws of the State of
Nevada.
World Shopping Network, Inc.
By: /s/ John J. Anton
John J. Anton, President/Chief Executive Officer
