GOLDEN EAGLE INTERNATIONAL, INC.
2000 EMPLOYEE AND CONSULTANT STOCK
COMPENSATION PLAN
As Adopted June 1, 2000
1. PURPOSE. The purpose of this Plan is to provide incentives to attract,
retain and motivate eligible persons whose past, present and potential
contributions are important to the success of the Company and its
subsidiaries, by offering them an opportunity to participate in the Company's
future performance through awards of stock compensation. Capitalized terms
not defined in the text are defined in Section 21.
2. SHARES SUBJECT TO THE PLAN.
2.1 Number of Shares Available. Subject to Sections 2.2 and 17, the
total number of Shares reserved and available for grant and issuance pursuant
to this Plan will be 20,000,000 Shares. Subject to Sections 2.2 and 17, Shares
that: (a) are subject to an Award granted hereunder but are forfeited or are
repurchased by the Company; or (b) are subject to an Award that otherwise
terminates without Shares being issued will again be available for grant and
issuance in connection with future Awards under this Plan. At all times the
Company shall reserve and keep available a sufficient number of Shares as
shall be required to satisfy the requirements of all outstanding but unvested
Awards granted under this Plan.
2.2 Adjustment of Shares. In the event that the number of outstanding
Shares is changed by a stock dividend, recapitalization, stock split, reverse
stock split, subdivision, combination, reclassification or similar change in
the capital structure of the Company without consideration, then the number of
Shares reserved for issuance under this Plan will be proportionately adjusted,
subject to any required action by the Board or the shareholders of the Company
and compliance with applicable securities laws; provided, however, that
fractions of a Share will not be issued but will either be replaced by a cash
payment equal to the Market Price of such fraction of a Share or will be
rounded up to the nearest whole Share, as determined by the Committee.
3. ELIGIBILITY.
3.1 All Awards may be granted to natural persons who are employees,
officers, consultants, independent contractors and advisors of the Company or
any Subsidiary of the Company; provided such persons render bona fide services
to or for the Company not in connection with the offer and sale of securities
in a capital-raising transaction or in connection with investment banking or
public relations services, or in connection with legal, accounting, or
consulting services related thereto, and which services do not otherwise,
directly or indirectly, promote or maintain a market for the registrant's
securities, and provided, further, that Insiders are not eligible to
participate in the Plan.
3.2 Notwithstanding the foregoing, Awards under this Plan shall be
granted only to persons who (i) have a preexisting personal or business
relationship with the Company or any of its officers, directors or controlling
persons, or (ii) by reason of their business or financial experience or the
business or financial experience of their professional advisors who are
unaffiliated with and who are not compensated by the Company or any affiliate
or agent of the Company, directly or indirectly, could be reasonably assumed
to have the capacity to protect their own interests in connection with the
transaction.
3.3 A person may be granted more than one Award under this Plan.
3.4 In making an Award, the Committee will adopt resolutions to the
effect of the resolutions set forth on Exhibit "A" hereto, to the extent
applicable, subject to such modifications to the proposed resolutions as the
Committee may determine to be appropriate or necessary in the circumstances.
4. ADMINISTRATION.
4.1 Committee Authority. This Plan will be administered by the
Committee or by the Board acting as the Committee. Subject to the general
purposes, terms and conditions of this Plan, and to the direction of the
Board, the Committee will have full power to implement and carry out this
Plan. Without limitation, the Committee will have the authority to:
(a) construe and interpret this Plan, any Award Agreement and any other
agreement or document executed pursuant to this Plan;
(b) prescribe, amend and rescind rules and regulations relating to this
Plan;
(c) select persons to receive Awards;
(d) determine the form and terms of Awards;
(e) determine the number of Shares or other consideration subject to
Awards;
(f) determine whether Awards will be granted singly, in combination
with, in tandem with, in replacement of, or as alternatives to, other Awards
under this Plan or any other incentive or compensation plan of the Company or
any Subsidiary of the Company;
(g) grant waivers of Plan or Award conditions;
(h) determine the vesting of Awards;
(i) correct any defect, supply any omission or reconcile any
inconsistency in this Plan, any Award or any Award Agreement;
(j) determine whether an Award has been earned; and
(k) make all other determinations necessary or advisable for the
administration of this Plan.
4.2 Committee Discretion. Any determination made by the Committee with
respect to any Award will be made in its sole discretion at the time of grant
of the Award or, unless in contravention of any express term of this Plan or
Award, at any later time, and such determination will be final and binding on
the Company and on all persons having an interest in any Award under this
Plan. The Committee may delegate to one or more officers of the Company the
authority to grant an Award under this Plan to Participants who are not
Insiders of the Company.
4.3 Committee Members. If two or more members of the Board are Outside
Directors, the Committee will be comprised of at least two (2) members of the
Board, all of whom are Outside Directors and who satisfy the requirements
under the Exchange Act for administering this Plan.
4.4 Administration by the Board. If the Board has not established a
Committee for the administration of this Plan and Awards granted under this
Plan, the Board will administer the Plan and all references herein to the
"Committee" shall mean the Board.
5. RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company to
sell to an eligible person Shares that are subject to restrictions. The
Committee will determine to whom an offer will be made, the number of Shares
the person may purchase, the price to be paid (the "PURCHASE PRICE"), the
restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:
5.1 Form of Restricted Stock Award. All purchases under a Restricted
Stock Award made pursuant to this Plan will be evidenced by an Award Agreement
("RESTRICTED STOCK PURCHASE AGREEMENT") that will be in such form (which need
not be the same for each Participant) as the Committee will from time to time
approve, and will comply with and be subject to the terms and conditions of
this Plan. The offer of Restricted Stock will be accepted by the
Participant's execution and delivery of the Restricted Stock Purchase
Agreement and full payment for the Shares to the Company within thirty (30)
days from the date the Restricted Stock Purchase Agreement is delivered to the
person. If such person does not execute and deliver the Restricted Stock
Purchase Agreement along with full payment for the Shares to the Company
within thirty (30) days, then the offer will terminate, unless otherwise
determined by the Committee.
5.2 Purchase Price. The Purchase Price of Shares sold pursuant to a
Restricted Stock Award will be determined by the Committee and will be at
least 85% of the Market Price of the Shares on the date the Restricted Stock
Award is granted. Payment of the Purchase Price may be made in accordance with
Section 7 of this Plan.
5.3 Restrictions. Restricted Stock Awards will be subject to such
restrictions (if any) as the Committee may impose. The Committee may provide
for the lapse of such restrictions in installments and may accelerate or waive
such restrictions, in whole or part, based on length of service, performance
or such other factors or criteria as the Committee may determine.
6. STOCK BONUSES AND COMPENSATION.
6.1 Awards of Stock Bonuses. A Stock Bonus and Stock Compensation are
an award of Shares (which may consist of Restricted Stock) for services
rendered to the Company or any Subsidiary of the Company.
(a) A Stock Bonus and Stock Compensation may be awarded for past
services already rendered to the Company, or any Subsidiary of the Company
pursuant to an Award Agreement (the "AWARD AGREEMENT") that will be in such
form (which need not be the same for each Participant) as the Committee will
from time to time approve, and will comply with and be subject to the terms
and conditions of this Plan. Stock Compensation may also be awarded in
consideration of an agreement in writing to perform future services for the
Company if the Committee determines such consideration to be adequate in light
of the circumstances.
(b) A Stock Bonus or Stock Compensation may be awarded upon satisfaction
of such performance goals as are set out in advance in the Participant's
individual Award Agreement (the "PERFORMANCE STOCK BONUS AGREEMENT") that will
be in such form (which need not be the same for each Participant) as the
Committee will from time to time approve, and will comply with and be subject
to the terms and conditions of this Plan.
(c) Stock Bonuses and Stock Compensation may vary from Participant to
Participant and between groups of Participants, and may be based upon the
achievement of the Company or Subsidiary and/or individual performance factors
or upon such other criteria as the Committee may determine.
6.2 Terms of Stock Bonuses and Stock Compensation. The Committee will
determine the number of Shares to be awarded to the Participant and whether
such Shares will be Restricted Stock. If the Stock Bonus or Stock Compensation
is being earned upon the satisfaction of performance goals pursuant to a
Performance Stock Bonus Agreement, then the Committee will determine:
(a) the nature, length and starting date of any period during which
performance is to be measured (the "PERFORMANCE PERIOD") for each Stock Bonus
or Stock Compensation;
(b) the performance goals and criteria to be used to measure the
performance, if any;
(c) the number of Shares that may be awarded to the Participant; and
(d) the extent to which such Stock Bonuses or Stock Compensation have
been earned.
Performance Periods may overlap and Participants may participate
simultaneously with respect to Stock Bonuses and Stock Compensation that are
subject to different Performance Periods and different performance goals and
other criteria. The number of Shares may be fixed or may vary in accordance
with such performance goals and criteria as may be determined by the
Committee. The Committee may adjust the performance goals applicable to the
Stock Bonuses and Stock Compensation to take into account changes in law and
accounting or tax rules and to make such adjustments as the Committee deems
necessary or appropriate to reflect the impact of extraordinary or unusual
items, events or circumstances to avoid windfalls or hardships.
6.3 Form of Payment. The earned portion of a Stock Bonus or Stock
Compensation may be paid currently or on a deferred basis with such interest
or dividend equivalent, if any, as the Committee may determine. Payment may be
made in the form of cash, whole Shares, including Restricted Stock, or a
combination thereof, either in a lump sum payment or in installments, all as
the Committee will determine.
6.4 Termination During Performance Period. If a Participant is
Terminated during a Performance Period for any reason, then such Participant
will be entitled to payment (whether in Shares, cash or otherwise) with
respect to the Stock Bonus or Stock Compensation only to the extent earned as
of the date of Termination in accordance with the Performance Stock Bonus
Agreement, unless the Committee will determine otherwise.
7. PAYMENT FOR SHARE PURCHASES.
7.1 Payment. Where payment is required, payment for Shares purchased
pursuant to this Plan may be made in cash (by check) or, where expressly
approved for the Participant by the Committee and where permitted by law:
(a) by cancellation of indebtedness of the Company to the Participant;
(b) by surrender of Shares that either:
(i) have been owned by Participant for more than six (6) months and
have been paid for within the meaning of SEC Rule 144 (and, if such Shares
were purchased from the Company by use of a promissory note, such note has
been fully paid with respect to such Shares); or
(ii) were obtained by Participant in the public market;
(c) by tender of a full recourse promissory note having such terms as
may be approved by the Committee and bearing interest at a rate sufficient to
avoid imputation of income under Sections 483 and 1274 of the Code; provided,
however, that Participants who are not employees or directors of the Company
will not be entitled to purchase Shares with a promissory note unless the note
is adequately secured by collateral other than the Shares;
(d) by waiver of compensation due or accrued to the Participant for
services rendered; or
(e) by any combination of the foregoing.
7.2 Loan Guarantees. The Committee may help the Participant pay for
Shares purchased under this Plan by authorizing a guarantee by the Company of
a third-party loan to the Participant.
8. TAXES.
8.1 Participant is Responsible for Tax Liabilities; Indemnification.
The Participant is responsible for any liability arising under the Code or any
state or local law assessing taxes against income as a result of any
Restricted Stock Award, Stock Bonus, or Stock Compensation granted or paid
pursuant to the Plan. The Company will provide each Participant with a Form
1099 or other appropriate form required by the Internal Revenue Service to
report any Award. Each Participant should consult with his or her personal
tax advisors with respect to any potential liability. Each Participant agrees
to indemnify and hold the Company harmless from any tax liability incurred by
the Participant which may be assessed against the Company.
8.2 Withholding Generally. Notwithstanding the Participant's liability
as set forth in Section 8.1, above (and without any admission by the Company
of any liability or responsibility to do so), whenever Shares are to be issued
in satisfaction of Awards granted under this Plan, the Company may require the
Participant to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such Shares. Whenever, under this Plan,
payments in satisfaction of Awards are to be made in cash, such payment will
be net of an amount sufficient to satisfy federal, state, and local
withholding tax requirements.
8.3 Stock Withholding. When, under applicable tax laws, a Participant
incurs tax liability in connection with the exercise or vesting of any Award
that is subject to tax withholding and the Participant is obligated to pay the
Company the amount required to be withheld, the Committee may in its sole
discretion allow the Participant to satisfy the minimum withholding tax
obligation by electing to have the Company withhold from the Shares to be
issued that number of Shares having a Market Price equal to the minimum amount
required to be withheld, determined on the date that the amount of tax to be
withheld is to be determined. All elections by a Participant to have Shares
withheld for this purpose will be made in accordance with the requirements
established by the Committee and be in writing in a form acceptable to the
Committee.
9. PRIVILEGES OF STOCK OWNERSHIP.
9.1 Voting and Dividends. No Participant will have any of the rights
of a shareholder with respect to any Shares until the Shares are issued to the
Participant. After Shares are issued to the Participant, the Participant will
be a shareholder and have all the rights of a shareholder with respect to such
Shares, including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares; provided, that if such
Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate
or capital structure of the Company will be subject to the same restrictions
as the Restricted Stock.
9.2 Financial Statements. The Company will provide financial
statements to each Participant prior to such Participant's purchase or other
acquisition of Shares under this Plan, and to each Participant annually during
the period such Participant has Awards outstanding; provided, however, the
Company will not be required to provide such financial statements to
Participants whose services in connection with the Company assure them access
to equivalent information.
10. TRANSFERABILITY. Shares issued under this Plan are only transferable in
accordance with all requirements of the Securities Act, the Exchange Act, and
all applicable state laws.
11. RESTRICTIONS ON SHARES. At the discretion of the Committee, the Company
may reserve to itself and/or its assignee(s) in the Award Agreement a right to
repurchase a portion of or all Unvested Shares held by a Participant following
such Participant's Termination at any time within ninety (90) days after the
later of Participant's Termination Date and the date Participant purchases
Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at the Participant's Exercise Price or Purchase Price, as the
case may be.
12. CERTIFICATES. All certificates for Shares or other securities delivered
under this Plan will be subject to such stock transfer orders, legends and
other restrictions as the Committee may deem necessary or advisable, including
restrictions under any applicable federal, state or foreign securities law, or
any rules, regulations and other requirements of the SEC or any stock exchange
or automated quotation system upon which the Shares may be listed or quoted.
13. ESCROW; PLEDGE OF SHARES.
13.1 To enforce any restrictions on a Participant's Shares, the
Committee may require the Participant to deposit all certificates representing
Shares, together with stock powers or other instruments of transfer approved
by the Committee, appropriately endorsed in blank, with the Company or an
agent designated by the Company to hold in escrow until such restrictions have
lapsed or terminated, and the Committee may cause a legend or legends
referencing such restrictions to be placed on the certificates.
13.2 Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will
be required to pledge and deposit with the Company all or part of the Shares
so purchased as collateral to secure the payment of Participant's obligation
to the Company under the promissory note; provided, however, that the
Committee may require or accept other or additional forms of collateral to
secure the payment of such obligation and, in any event, the Company will have
full recourse against the Participant under the promissory note
notwithstanding any pledge of the Participant's Shares or other collateral.
13.3 In connection with any pledge of the Shares, Participant will be
required to execute and deliver a written pledge agreement in such form as the
Committee will from time to time approve. The Shares purchased with the
promissory note may be released from the pledge on a pro rata basis as the
promissory note is paid.
14. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and
cancellation of any or all outstanding Awards. The Committee may at any time
buy from a Participant an Award previously granted with payment in cash,
Shares (including Restricted Stock) or other consideration, based on such
terms and conditions as the Committee and the Participant may agree.
15. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.
15.1 An Award will not be effective unless such Award is in compliance
with all applicable federal and state securities laws, rules and regulations
of any governmental body, and the requirements of any stock exchange or
automated quotation system upon which the Shares may then be listed or quoted,
as they are in effect on the date of grant of the Award and also on the date
of exercise or other issuance.
15.2 Notwithstanding any other provision in this Plan, the Company will
have no obligation to issue or deliver certificates for Shares under this Plan
prior to:
(a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable; and/or
(b) completion of any registration or other qualification of such
Shares under any state or federal law or ruling of any governmental body that
the Company determines to be necessary or advisable.
15.3 The Company will be under no obligation to register the Shares
with the SEC or to effect compliance with the registration, qualification or
listing requirements of any state securities laws, stock exchange or automated
quotation system, and the Company will have no liability for any inability or
failure to do so.
16. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted
under this Plan will confer or be deemed to confer on any Participant any
right to continue in the employment of, or to continue any other relationship
with, the Company or any Parent or Subsidiary of the Company or limit in any
way the right of the Company or any Parent or Subsidiary of the Company to
terminate Participant's employment or other relationship at any time, with or
without cause.
17. CORPORATE TRANSACTIONS.
17.1 Assumption or Replacement of Awards by Successor.
(a) In the event of
(i) a dissolution or liquidation of the Company,
(ii) a merger or consolidation in which the Company is not the
surviving corporation (other than a merger or consolidation with a
wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the shareholders of the Company or their relative stock holdings and the
Awards granted under this Plan are assumed, converted or replaced by the
successor corporation, which assumption will be binding on all Participants),
(iii) a merger in which the Company is the surviving corporation
but after which the shareholders of the Company immediately prior to such
merger (other than any shareholder that merges, or which owns or controls
another corporation that merges, with the Company in such merger) cease to own
their shares or other equity interest in the Company, or
(iv) the sale of substantially all of the assets of the Company,
any or all outstanding Awards may be assumed, converted, terminated, or
replaced by the successor corporation (if any), which assumption, conversion,
termination, or replacement will be binding on all Participants.
(b) In the alternative, the successor corporation may substitute
equivalent Awards or provide substantially similar consideration to
Participants as was provided to shareholders (after taking into account the
existing provisions of the Awards).
(c) The successor corporation may also issue, in place of outstanding
Shares of the Company held by the Participant, substantially similar shares or
other property subject to repurchase restrictions no less favorable to the
Participant. In the event such successor corporation (if any) refuses to
assume or substitute Awards, as provided above, pursuant to a transaction
described in this Section 17, such Awards will expire on such transaction at
such time and on such conditions as the Board will determine.
17.2 Other Treatment of Awards. Subject to any greater rights granted
to Participants under the foregoing provisions of this Section 17, in the
event of the occurrence of any transaction described in Section 17.1, any
outstanding Awards will be treated as provided in the applicable agreement or
plan of merger, consolidation, dissolution, liquidation, sale of assets or
other "corporate transaction."
17.3 Assumption of Awards by the Company. The Company, from time to
time, also may substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other company or
otherwise, by either:
(a) granting an Award under this Plan in substitution of such other
company's award; or
(b) assuming such award as if it had been granted under this Plan if
the terms of such assumed award could be applied to an Award granted under
this Plan.
Such substitution or assumption will be permissible if the holder of the
substituted or assumed award would have been eligible to be granted an Award
under this Plan if the other company had applied the rules of this Plan to
such grant.
17.4 In the event the Company assumes an award granted by another
company, the terms and conditions of such award will remain unchanged.
18. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided
herein, this Plan will terminate ten (10) years from the date this Plan is
adopted by the Board or, if earlier, the date of shareholder approval. This
Plan and all agreements thereunder shall be governed by and construed in
accordance with the laws of the State of Colorado.
19. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or
amend this Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to this Plan.
20. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the
Board, the submission of this Plan to the shareholders of the Company for
approval (if submitted to the shareholders for approval), nor any provision of
this Plan will be construed as creating any limitations on the power of the
Board to adopt such additional compensation arrangements as it may deem
desirable, including, without limitation, the granting of stock options and
bonuses otherwise than under this Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.
21. DEFINITIONS. As used in this Plan, the following terms will have the
following meanings:
21.1 "AWARD" means any award under this Plan, including any Restricted
Stock, Stock Bonus or Stock Compensation.
21.2 "AWARD AGREEMENT" means, with respect to each Award, the signed
written agreement between the Company and the Participant setting forth the
terms and conditions of the Award.
21.3 "BOARD" means the Board of Directors of the Company.
21.4 "CAUSE" means Termination because of
(a) any willful material violation by the Participant of any law or
regulation applicable to the business of the Company or a Parent or Subsidiary
of the Company, the Participant's conviction for, or guilty plea to, a felony
or a crime involving moral turpitude, any willful perpetration by the
Participant of a common law fraud or any unlawful use by the Participant of
drugs or other controlled substances,
(b) the Participant's commission of an act of personal dishonesty which
involves personal profit in connection with the Company or any other entity
having a business relationship with the Company,
(c) any material breach by the Participant of any provision of any
agreement or understanding between the Company and the Participant regarding
the terms of the Participant's service as an employee, director, consultant,
independent contractor or adviser to the Company or a Subsidiary of the
Company, including without limitation, the willful and continued failure or
refusal of the Participant to perform the material duties required of such
Participant as an employee, director, consultant, independent contractor or
adviser of the Company or a Subsidiary of the Company, other than as a result
of being Disabled, or a breach of any applicable invention assignment and
confidentiality agreement or similar agreement between the Company and the
Participant,
(d) Participant's disregard of the policies of the Company so as to
cause loss, damage or injury to the property, reputation or employees of the
Company or a Parent or Subsidiary of the Company, or
(e) any other misconduct by the Participant which is materially
injurious to the financial condition or business reputation of, or is
otherwise materially injurious to, the Company or a Parent or Subsidiary of
the Company.
21.5 "CODE" means the Internal Revenue Code of 1986, as amended.
21.6 "COMMITTEE" means the committee appointed by the Board to
administer this Plan, or if no such committee is appointed, the Board.
21.7 "COMPANY" means Golden Eagle International, Inc., or any successor
corporation.
21.8 "DISABILITY" means a disability, whether temporary or permanent,
partial or total, as determined by the Committee.
21.9 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
21.10 "INSIDER" means any person who is subject to the reporting
requirements of Section 16(a) of the Exchange Act or whose transactions in the
Company's Common Stock are subject to Section 16(b) of the Exchange Act.
21.11 "MARKET PRICE" means, as of any date, the value of a share of the
Company's Common Stock determined as follows:
(a) if such Common Stock is then quoted on the Nasdaq National Market,
its closing price on the Nasdaq National Market on the date of determination
as reported in The Wall Street Journal;
(b) if such Common Stock is publicly traded and is then listed on a
national securities exchange, its closing price on the date of determination
on the principal national securities exchange on which the Common Stock is
listed or admitted to trading as reported in The Wall Street Journal;
(c) if such Common Stock is publicly traded but is not quoted on the
Nasdaq National Market nor listed or admitted to trading on a national
securities exchange, the average of the closing bid and asked prices on the
date of determination as reported in The Wall Street Journal;
(d) if none of the foregoing is applicable, by the Committee in good
faith.
21.12 "OUTSIDE DIRECTOR" means any director who is not;
(a) a current employee of the Company or any Subsidiary of the Company;
(b) a former employee of the Company or any Subsidiary of the Company
who is receiving compensation for prior services (other than benefits under a
tax- qualified pension plan);
(c) a current or former officer of the Company or any Subsidiary of the
Company; or
(d) currently receiving compensation for personal services in any
capacity, other than as a director, from the Company or any Parent or
Subsidiary of the Company;
provided, however, that at such time as the term "Outside Director", as
used in Section 162(m) of the Code is defined in regulations promulgated under
Section 162(m) of the Code, "Outside Director" will have the meaning set forth
in such regulations, as amended from time to time and as interpreted by the
Internal Revenue Service.
21.13 "PARTICIPANT" means a person who receives an Award under this
Plan.
21.14 "PLAN" means this Plan, as amended from time to time.
21.15 "RESTRICTED STOCK AWARD" means an award of Shares pursuant to
Section 5.
21.16 "SEC" means the Securities and Exchange Commission.
21.17 "SECURITIES ACT" means the Securities Act of 1933, as amended.
21.18 "SHARES" means shares of the Company's Common Stock reserved for
issuance under this Plan, as adjusted pursuant to Sections 2 and 17, and any
successor security.
21.19 "STOCK BONUS" means an award of Shares, or cash in lieu of
Shares, pursuant to Section 6.
21.20 "STOCK COMPENSATION" means an award of Shares in lieu of or in
addition to cash or other compensation the Participant may receive.
21.21 "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
21.22 "TERMINATION" or "TERMINATED" means, or purposes of this Plan
with respect to a Participant, that the Participant has for any reason ceased
to provide services as an employee, officer, director, consultant, independent
contractor, or advisor to the Company or a Subsidiary of the Company.
(a) An employee will not be deemed to have ceased to provide services in
the case of (i) sick leave, (ii) military leave, or (iii) any other leave of
absence approved by the Committee, provided, that such leave is for a period
of not more than 90 days, unless reemployment upon the expiration of such
leave is guaranteed by contract or statute or unless provided otherwise
pursuant to formal policy adopted from time to time by the Company and issued
and promulgated to employees in writing.
(b) In the case of any employee on an approved leave of absence, the
Committee may make such provisions respecting suspension of vesting of the
Award while on leave from the employ of the Company or a Subsidiary as it may
deem appropriate. The Committee will have sole discretion to determine whether
a Participant has ceased to provide services and the effective date on which
the Participant ceased to provide services (the "TERMINATION DATE").
21.23 "UNVESTED SHARES" means "Unvested Shares" as defined in the Award
Agreement.
21.24 "VESTED SHARES" means "Vested Shares" as defined in the Award
Agreement.
22. EFFECTIVENESS OF AWARD. No Award will be effective until the
Participant accepts the Award in writing, in a form approved by the Company.
23. ADOPTION. This plan was adopted by the Board of Directors of the
Company on June 1, 2000.
Golden Eagle International, Inc.
/s/ Terry C. Turner
By: __________________________
Terry C. Turner, President
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EXHIBIT 'A'
Sample Board Resolutions for Grant of Award
Be It:
RESOLVED, that there by and hereby is awarded to ____________ ("Recipient") a
total of _______ shares of the Company's common stock pursuant to Section
_____ [5 or 6] of the 2000 Employee and Consultant Stock Compensation Plan
(the "Plan"), subject to the conditions set forth below and in the agreement
to be entered into by the Recipient, and in connection with such Award, the
Board, after inquiry, hereby makes the following determinations:
* The Recipient has rendered bona fide services to or for the Company, and
such services have not been in connection with the offer and sale of
securities in a capital raising transaction or in connection with investment
banking or public relations services, or in connection with legal, accounting,
or other consulting services related thereto, and which services do not
otherwise, directly or indirectly, promote or maintain a market for the
registrant's securities;
* The Recipient is not an Insider (as that term is defined in the Plan);
* To the knowledge of the Board, the Recipient [strike one, if applicable]
(i) has a pre-existing personal or business relationship with the Company
or one of its officers, directors, or controlling persons; and
(ii) by reason of the Recipient's business or financial experience or the
business or financial experience of their professional advisors who are
unaffiliated with an who are not directly or indirectly compensated by the
Company or any affiliate or agent of the Company,
could be reasonably assumed to have the capacity to protect his or her
own interests in connection with the Award.
* [If a Restricted Stock Award pursuant to Section 5 of the Plan] The
Purchase Price of the Shares to be sold to the Recipient is at least 85% of
the Market Price of such Shares (as defined in the Plan), and such
consideration is hereby determined to be adequate.
[If applicable] The Restricted Stock Award is subject to the following
additional restrictions pursuant to the Plan (including, without limitation,
Section 5.3 thereof): _________________
* [If a Stock Bonus or Stock Compensation pursuant to Section 6 of the
Plan] The value of the services rendered to the Company [or __________] is
adequate consideration for the issuance of the Stock Bonus or Stock
Compensation;
[If applicable] The following performance standards be and hereby are
established which, when met, the shares issued pursuant to this resolution
will be non-forfeitable;
[Vesting provisions, if applicable]
[Repurchase right pursuant to Section 11 of the Plan, if applicable]
[Escrow/Pledge pursuant to Section 13 of the Plan, if applicable]
RESOLVED, that when the Shares are issued and paid-for in accordance with
the foregoing resolutions and when accepted by the Recipient by executing and
delivering to the Company an appropriate Award Agreement, and subject to any
vesting or performance requirements imposed in the foregoing resolution or in
the Award Agreement, the shares will be legally and validly issued, fully-paid
and non-assessable.
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AWARD AGREEMENT
THE SECURITIES BEING ACQUIRED BY THE UNDERSIGNED HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE BLUE SKY OR SECURITIES
LAWS AND ARE OFFERED UNDER AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF
SUCH LAWS. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR
OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER
CONTAINED IN THIS STOCK SUBSCRIPTION AGREEMENT AND APPLICABLE FEDERAL AND
STATE SECURITIES LAWS.
This Subscription Agreement is entered for the purpose of
___________________ acquiring ________ shares of the common stock (the
"Securities") of GOLDEN EAGLE INTERNATIONAL, INC., a Colorado corporation (the
"Corporation") from the Corporation pursuant to the Corporation's 2000
Employee and Consultant Stock Compensation Plan (the "Plan") in accordance
with a resolution of the Board of Directors (or Compensation Committee of the
Board of Directors, as applicable), as (each an "Award"): [check as
applicable]
_____ (i) A Restricted Stock Award pursuant to Section 5 of the Plan
_____ (ii) a Stock Bonus; or
_____ (ii) Stock Compensation.
It is understood that no grant of any Securities at a time when no
registration statement relating thereto is effective under the Securities Act
of 1933, as amended (the "1933 Act") can be completed until the Undersigned
executes this Award Agreement and delivers it to the Corporation, and then
such grant or exercise is effective only in accordance with the terms of the
Plan, the resolutions by which the Award was granted, and this Award
Agreement. The Undersigned understands that this Agreement is not effective
unless the Undersigned accepts the terms of this Agreement in writing not
later than _________, 2000.
In connection with the Undersigned's acquisition of the Securities, the
Undersigned represents and warrants to the Corporation as follows:
a. The Undersigned has been provided, and has reviewed all available
reports filed by the Corporation pursuant to the Securities Exchange Act of
1934, including (without limitation) the Corporation's annual report on Form
10-K (or Form 10-KSB) for the most recently-completed fiscal year and all
Forms 10-Q (or Forms 10-QSB) for the quarters subsequent to the end of the
most recent fiscal year, the Plan, and such other information as the
Undersigned may have requested of the Corporation regarding its business,
operations, management, and financial condition (all of which is referred to
herein as the "Available Information").
b. The Undersigned has received and reviewed all Available Information,
as the Undersigned has deemed necessary or appropriate for the purposes of
considering the acceptance of the Securities. In addition, the Undersigned
has reviewed all Available Information with its legal, investment, tax, and
financial advisors to the extent the Undersigned has deemed such consultation
appropriate. The Undersigned has also consulted with such advisors with
regard to the advisability of this transaction to the extent the Undersigned
has deemed such consultation to be appropriate. The Undersigned acknowledges
that the Corporation has advised it that it recommends that the Undersigned
obtain such advice and consultation.
c. The Undersigned acknowledges that an investment in the Corporation
constitutes a high degree of risk, and there can be no assurance that any
portion of the Undersigned's investment will be returned to the Undersigned at
any time. By executing this understanding, the Undersigned acknowledges that
he or she understands the risks involved and is willing and able to withstand
the possible complete loss of the Undersigned's investment.
d. The Undersigned understands that the future conduct of the
Corporation's business is dependent upon a number of factors and there is no
assurance that the Corporation will be able to conduct its operations as
contemplated in this agreement or in any other information given to the
Undersigned.
e. The Corporation has given the Undersigned the opportunity to ask
questions of and to receive answers from persons acting on the Corporation's
behalf concerning the terms and conditions of this transaction and the
opportunity to obtain any additional information regarding the Corporation,
its business and financial condition which the Corporation possesses or can
acquire without unreasonable effort or expense.
f. The Securities are being acquired by the Undersigned for his own
account and not on behalf of any other person or entity. The Undersigned's
present financial condition is such that it is unlikely that it would be
necessary for the Undersigned to dispose of any portion of the Securities in
the foreseeable future except in accordance with an exemption from
registration, which must be established to the satisfaction of the
Corporation.
g. The Undersigned understands that the Securities being acquired
hereby may not have been registered under the 1933 Act or any state or foreign
securities laws, and (unless registered) are and will continue to be
restricted securities within the meaning of Rule 144 of the General Rules and
Regulations under the 1933 Act and applicable state statutes, and consents to
the placement of an appropriate restrictive legend or legends on any
certificates evidencing the Securities and any certificates issued in
replacement or exchange therefor and acknowledges that the Corporation will
cause its stock transfer records to note such restrictions. If the Securities
are registered under the 1933 Act, the Undersigned will accept the Securities
and may transfer the Securities only in accordance with the registration
statement. If the Securities are registered, the Undersigned understands and
acknowledges that the Corporation has the right to terminate, withdraw, or
suspend the registration statement at any time and for any reason.
h. By the Undersigned's execution below, it is acknowledged and
understood that the Corporation is relying upon the accuracy and completeness
hereof in complying with certain obligations under applicable securities laws.
i. This Subscription Agreement binds and inures to the benefit of the
representatives, successors and permitted assigns of the respective parties
hereto.
j. The issuance and delivery of the Securities pursuant hereto shall be
subject to approval by the Corporation's counsel of all legal matters in
connection therewith, including compliance with the requirements of the 1933
Act, the Securities Exchange Act of 1934, as amended, applicable state
securities laws, the rules and regulations thereunder, and the requirements of
any national securities exchange upon which the Common Stock then may be
listed.
k. [If a vesting schedule] The Undersigned acknowledges and agrees that
the shares granted as a Bonus pursuant to this subscription agreement vest in
accordance with the following schedule, and all shares which have not yet
vested shall be forfeited to the Corporation if the Undersigned ceases being
an employee, officer or director of or consultant to the Corporation:
___________ shares vest immediately
___________ shares vest ________, ____
___________ shares vest ________, ____
___________ shares vest ________, ____
___________ shares vest ________, ____
l. [If a performance requirement or other restrictions or conditions]
m. [If applicable] The Undersigned acknowledges and agrees that the
Corporation has withheld ___________ shares for the payment of taxes as a
result of the grant of the Securities. The Undersigned further acknowledges
and agrees that he will pay when due all taxes due as a result of the grant of
the Securities, and that he will further indemnify and hold the Company
harmless if he fails to do so.
n. [If applicable] The Undersigned acknowledges that he understands
his obligations under the Securities Exchange Act of 1934 to report his
beneficial interest in the Securities and other capital stock of the Company
he may own directly or indirectly, and the Undersigned agrees that he will
promptly, within the time limits required by the Securities Exchange Act of
1934, file all reports required of him, if any, under Section 13(d), Section
13(g), or Section 16(a) of the Securities Exchange Act of 1934.
o. Incorporation of the Plan. The Undersigned acknowledges that the
Securities were granted pursuant to the Plan, and that the Plan is
incorporated herein by this reference and the Corporation will provide a copy
of the Plan to you at your request. In the event that any provision in this
Agreement conflicts with a provision in the Plan and the board resolution
pursuant to which the Securities were granted, the Plan and the board
resolution, shall govern.
(Undersigned)
______________, ____ ____________________________
Recipient: _________________
Tax ID Number:______________
Address: __________________
____________________________
____________________________
