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EXHIBIT 10.2
CHANCELLOR GROUP, INC.
2000 STOCK AWARD PLAN
1. PURPOSE OF THE PLAN
The Chancellor Group, Inc. 2000 Stock Award Plan (the "Plan") is
intended to attract, retain, motivate and reward officers, directors, employees
of, and consultants to Chancellor Group, Inc. (the "Company") and subsidiaries
of the Company, who are and will be contributing to the success of the business
of the Company; to provide competitive incentive compensation opportunities; and
to further opportunities for stock ownership by such employees and consultants
in order to increase their proprietary interest in the Company. It is the
intention of the Company that the Plan comply with the definition of an
"employee benefit plan" contained in Rule 405 under the Securities Act of 1933,
as amended, (the "Act"), and that awards be made only to "employees" as defined
in Rule 405. Accordingly, the Company may from time to time, grant to selected
employees and consultants ("participants") awards ("awards") of shares of common
stock of the Company, $.0001 par value ("Shares"), subject to the terms and
conditions hereinafter provided.
2. ADMINISTRATION OF THE PLAN
This Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board is authorized to interpret the Plan and may
from time to time adopt such rules and regulations for carrying out the Plan as
it may deem appropriate, including rules and regulations to comply with the
requirements of Rule 16(b)(3) under the Securities Exchange Act of 1934. No
Director shall be eligible to vote or decide upon awards to such Director under
the Plan. Decisions of the Board in connection with the administration of the
Plan shall be final, conclusive, and binding upon all parties, including the
Company, shareholders, employees and consultants.
Subject to the terms, provisions, and conditions of this Plan as set
forth herein, the Board shall have sole discretion and authority:
(a) to select the employees and consultants to be awarded Shares (it
being understood that more than one award may be granted to the
same employee or consultant);
(b) to determine the number of Shares to be awarded to
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each recipient;
(c) to determine the time or times when the awards may be granted;
(d) to prescribe the form of stock legend for the certificates of
Shares or other instruments, if any, evidencing any awards,
granted under this Plan, and
(e) to cause Shares to be registered on Form S-8 under the Act either
prior or subsequent to the making of an award.
3. SHARES SUBJECT TO THE PLAN
The aggregate number of Shares which may be awarded under the Plan
shall not exceed 2,000,000 Shares of stock of the Company. Shares to be awarded
under the Plan shall be made available, at the discretion of the Board, either
from the authorized but unissued shares of the Company or from shares of common
stock reacquired by the Company, including shares purchased in the open market.
4. ELIGIBILITY
Shares shall be awarded only to employees (the term "employees" shall
include officers as well as other key employees of the Company, and shall
include directors who are also employees of the Company) of and consultants to
the Company it being the intention of the Company that awards shall be made only
to persons who satisfy the definition of "employee" contained in Rule 405 under
the Act.
5. AWARDS AND CERTIFICATES
Each recipient shall be issued a certificate in respect of Shares
awarded under the Plan. Such certificate shall be registered in the name of the
participant, and shall bear an appropriate restrictive legend on its face,
unless such Shares have been registered under the Act. The Company may register
on Form S-8 under the Act, on behalf of the recipients, Shares issued or to be
issued pursuant to the Plan.
6. TERMINATION AND AMENDMENT
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The Board may amend, suspend, or terminate the Plan at any time
provided that no such modification shall impair the rights of any recipient
under any award.
7. MISCELLANEOUS
(a) Nothing in the Plan shall require the Company to issue or
transfer any Shares pursuant to an award if such issuance or
transfer would, in the opinion of the Board, constitute or result
in a violation of any applicable statute or regulation of any
jurisdiction relating to the disposition of securities.
(b) Notwithstanding any other provision of the Plan, the Board may at
any time make or provide for such adjustment to the Plan, to the
number of Shares available thereunder, or to any awards of Shares
as it shall deem appropriate, to prevent dilution or enlargement
of rights, including adjustments in the event of changes in the
number of outstanding Shares by reason of stock dividends or
distributions, stock splits or other combinations or subdivisions
of stock, recapitalization, issuances by reclassification,
mergers, consolidations, combinations or exchanges of shares,
separations, reorganizations, liquidations, or other similar
corporate changes. Anu such determination by the Board shall be
conclusive.
(c) No employee, consultant or other person shall have any claim or
right to be granted Shares under the Plan, and neither the Plan
nor any action taken thereunder shall be construed as giving any
participant, recipient, employee, consultant or other person any
right to be retained in the employ of or by the Company.
(d) Income realized as a result of an award of Shares shall not be
included in the recipient's earnings for the purpose of any
benefit plan in which the recipient may be enrolled or for which
the recipient may become eligible unless otherwise specifically
provided for in such plan.
(e) If and when a recipient is required to pay the Company an amount
required to be withheld under any federal, state or local income
tax laws in
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connection with an award under the Plan, the Board may, in its
sole discretion and subject to such rules as it may adopt, permit
the participant to satisfy the obligation, in whole or in part,
be electing to have the Company withhold Shares having a fair
market value equal to the amount required to be withheld. The
election to have Shares withheld must be made on or before the
date the amount of tax to be withheld is determined.
8. EFFECTIVE DATE AND TERM OF THE PLAN
The effective date of the Plan shall be November 1, 2000 and the Plan
shall remain in full force until December 31, 2003 or until all Shares have been
awarded, whichever first occurs.
INA P. KAGEL
