<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statemen |_| Confidential, for Use of the
|X| Definitive Proxy Statement Commission Only (as permitted
|_| Definitive Additional Materials by Rule 14a-6(e)(2))
|_| Soliciting Material Pursuant
to Rule 14a-11(c) or Rule 14a-12
MONEYZONE.COM
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
- --------------------------------------------------------------------------------
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE>
MONEYZONE.COM
Notice of Annual Meeting of Stockholders
to be held on May 23, 2000 and Proxy Statement
May 3, 2000
<PAGE>
MONEYZONE.COM
8701 RED OAK BLVD.
SUITE 100
CHARLOTTE, NORTH CAROLINA 28217
May 3, 2000
Dear Stockholders:
You are cordially invited to attend the 2000 Annual Meeting of Stockholders
of MoneyZone.com. The meeting will be held on Tuesday, May 23, 2000, at 10:30
a.m., at The Park Hotel, 2200 Rexford Road, Charlotte, NC 28211. In the
following pages, you will find the formal notice of our annual meeting and our
proxy statement. After reading the proxy statement, please mark, sign and
promptly return the enclosed proxy card to ensure that your shares are
represented at the meeting.
We hope that many of you will be able to attend our annual meeting in
person. It is important that your shares be represented and voted at the Annual
Meeting regardless of the size of your holdings. If your shares are registered
in your name and you plan to attend the Annual Meeting, please mark the
appropriate box on the enclosed proxy card and you will be registered for the
meeting. We urge you to attend the meeting but if you cannot, you may instead
vote by proxy.
We appreciate the continuing interest of our stockholders in our business,
and we look forward to seeing you at the meeting.
Sincerely,
Martin A. Sumichrast
Chairman of the Board
<PAGE>
MONEYZONE.COM
8701 RED OAK BLVD.
SUITE 100
CHARLOTTE, NORTH CAROLINA 28217
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 23, 2000
The annual meeting of stockholders of MoneyZone.com will be held at 11:00
a.m. on Tuesday, May 23, 2000 at The Park Hotel, 2200 Rexford Road, Charlotte,
North Carolina 28210, for the following purposes:
1. To elect four (4) directors for a term of one year;
2. To adopt the MoneyZone.com 2000 Stock Option Plan;
3. To ratify the appointment of Spicer, Jeffries & Co. as MoneyZone.com's
independent public accountants for fiscal year 2000; and
4. To transact such other business as may properly come before the
meeting.
To ensure that your shares are represented at the meeting in the event that
you do not attend, please mark and sign the enclosed proxy card and return it in
the enclosed envelope.
By Order of the Board of Directors
Susan McAvoy
Vice President and Secretary
Date: May 3, 2000
<PAGE>
MONEYZONE.COM
PROXY STATEMENT
for Annual Meeting of Stockholders for 2000
TABLE OF CONTENTS
Page
General Information for Stockholders.............................. 1
Purpose of Proxy......................................... 1
How to Vote.............................................. 1
Matters to be Submitted to a Vote........................ 1
Revoking Proxies......................................... 1
Naming Other Proxies..................................... 1
Who May Vote............................................. 1
Item 1. Election of Directors.................................... 1
Nominees for Election for a One-Year Term Expiring at
the 2001 Annual Meeting................................ 2
General Information Regarding the Board of Directors.............. 2
Directors Continuing in Office Until the 2001
Annual Meeting......................................... 2
Meetings of the Board.................................... 3
Committees of the Board.................................. 3
Director Compensation.................................... 3
Executive Officer Compensation.................................... 3
Security Ownership of Management and Certain Beneficial Owners.... 5
Change in Control of MoneyZone.com................................ 6
Section 16(a) Beneficial Ownership Reporting Compliance........... 6
Item 2. Adoption of the 2000 Stock Option Plan................... 7
Item 3. Ratification of Independent Public Accountants........... 10
Stockholder Proposals for the Annual Meeting of
Stockholders for 2000........................................... 10
Other Information................................................. 10
<PAGE>
GENERAL INFORMATION FOR STOCKHOLDERS
PURPOSE OF PROXY. This proxy statement and the enclosed proxy card relate
to the annual meeting of stockholders of MoneyZone.com, a Nevada corporation
("MoneyZone.com" and, together with our subsidiaries, "we" or "us"), for 2000.
MoneyZone.com's Board of Directors (the "Board") is soliciting proxies from
stockholders in order to provide every stockholder an opportunity to vote on all
matters submitted to a vote of stockholders at the meeting, whether or not he or
she attends in person. This proxy statement and the enclosed proxy card are
being mailed to stockholders beginning on or about May 3, 2000.
HOW TO VOTE. You may vote on each matter to be submitted to a vote of
stockholders at the meeting by marking the appropriate box on the proxy card,
signing it and returning it in the enclosed envelope. When the proxy card is
properly signed and returned by you, your shares will be voted at the meeting by
the proxyholders named on the proxy card in accordance with your directions. If
you return the proxy card without marking a box for a specified matter, your
shares will be voted on that matter as recommended by the Board.
MATTERS TO BE SUBMITTED TO A VOTE. The only matters known to management to
be submitted to a vote of stockholders at the meeting are (1) the election of
four (4) directors; (2) the adoption of MoneyZone.com's 2000 Stock Option Plan;
and (3) the ratification of Spicer, Jeffries & Co. as our independent public
accountants for fiscal year 2000. When you sign and return a proxy card, your
proxy card gives the proxyholders the discretionary authority to vote your
shares in accordance with their best judgment on any other business that may
come before the meeting. Unless you specify otherwise, your shares will be voted
on any other business as recommended by the Board.
REVOKING PROXIES. If you sign and return a proxy card, you may revoke it or
submit a revised one at any time before the vote to which the proxy card
relates. You may also vote by ballot at the meeting. If you vote by ballot, you
will thereby cancel any proxy which you previously returned as to any matter on
which you vote by ballot.
NAMING OTHER PROXIES. You may designate as your proxy someone other than
those persons named on the enclosed proxy card by crossing out those names and
inserting the name(s) of the person(s) you wish to have act as your proxy. No
more than three persons should be so designated. In such a case, you must
deliver the proxy card to the person(s) you designated and they must be present
and vote at the meeting. Proxy cards on which other proxyholders have been
designated should not be mailed or delivered to us.
WHO MAY VOTE. Holders of our common stock as of the close of business on
April 10, 2000 are entitled to notice of and to vote at our annual meeting. As
of April 10, 2000, 6,245,835 shares of common stock were outstanding and were
held by approximately 76 stockholders of record. Each share of common stock of
MoneyZone.com is entitled to one vote. There is no cumulative voting.
ITEM 1. ELECTION OF DIRECTORS
MoneyZone.com's By-Laws provide for not less than one (1) director nor more
than seven (7) directors. The Board has established that the number of directors
which constitute the entire Board shall be seven (7). Randall F. Greene,
Lawrence Anderson, Francis Santangelo and Jay Raubvogel have been nominated as
directors to serve until the annual meeting of stockholders to be held during
<PAGE>
the year 2001. There are no family relationships among any officers and
directors of MoneyZone.com. Biographical information, including the age,
position held with MoneyZone.com, term of office as director, employment during
the past five years and certain other directorships of each nominee and each
director not up for election is set forth below.
NOMINEES FOR ELECTION FOR A ONE-YEAR TERM EXPIRING AT THE 2001 ANNUAL
MEETING
RANDALL F. GREENE, the Chief Executive Officer and a nominee for election
to a position on the Board of Directors, joined MoneyZone.com in January 1999,
prior to which he served as President and Chief Executive Officer of Premier
Chemical Products, Inc., a Florida corporation, which he founded in 1995. From
1988 to 1995, Mr. Greene was the Chairman and Chief Executive Officer of Blevins
Concession Supply Co., a Florida corporation. From 1977 to 1986, Mr. Greene was
the President and Chief Executive Officer of the investment firm Coastland
Corp., a Florida corporation.
LAWRENCE ANDERSON, nominee for election to a position on the Board of
Directors, is a founding member of the general practice law firm, Pels, Anderson
& Lee, L.L.C, a Maryland limited liability company. The firm concentrates its
practice on civil litigation, real estate transactions, and bankruptcy law in
Maryland, Virginia and the District of Columbia.
JAY RAUBVOGEL, nominee for election to a position on the Board of
Directors, was the Chief Executive Officer of Baker's Aid, Inc., a New York
corporation, from 1985 to 1994, when Baker's Aid, Inc. was sold to Allied Domec
in 1994. Since then, Mr. Raubvogel has been a private investor.
FRANCIS R. SANTANGELO, nominee for election to a position on the Board of
Directors, has served as a director of the Saflink Corporation, a Delaware
corporation, and as a member of its Compensation Committee since September 1997.
Mr. Santangelo also serves as an independent legal and financial consultant with
over 30 years experience in the financial community. In addition, from 1959 to
1988, Mr. Santangelo was a principal of Francis R. Santangelo & Co., a
specialist firm on the American Stock Exchange, and is also a former member of
the Board of Directors of the American Stock Exchange.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF THE NOMINEES NAMED ABOVE.
GENERAL INFORMATION REGARDING THE BOARD OF DIRECTORS
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2001 ANNUAL MEETING
MARTIN A. SUMICHRAST, the Chairman of the Board, has served as Chairman of
the Board, Chief Executive Officer and President of Global Capital Partners,
Inc. since December 1998, Vice Chairman since March 1997, and as a director
since its inception in 1993. Mr. Sumichrast is a founder of Global Capital
Partners, Inc. and was formerly Executive Vice President and Chief Financial
Officer. Mr. Sumichrast is also a director of Omni Nutraceuticals, Inc. a Utah
corporation whose shares are registered on the Nasdaq National Market, and A1
Internet.com, Inc., a Delaware corporation whose shares are quoted on the OTC
Bulletin Board.
2
<PAGE>
BRUCE BERTMAN, a director of MoneyZone.com, has served as a director since
June 1999. In 1993, Mr. Bertman founded Computer Ease, LLC, a Maryland limited
liability company, where he served as its President until A1 Internet.com, Inc.
acquired that company in 1999. He is currently Chief Executive Officer,
Treasurer and Chairman of the Board of A1 Internet.com, Inc.
ANTHONY PAQUIN, a director of MoneyZone.com since June 1999, has served
since September 1977 as Chairman of the Board, President, and Chief Executive
Officer of Netivation.com, Inc., a Delaware corporation whose shares are traded
on the Nasdaq National Market. Netivation.com, Inc. has developed and operates
Internet communities focused on public policy (votenet.com) and healthcare
(medinex.com). Mr. Paquin was a candidate in the primary elections for the
United States House of Representatives in Idaho's First Congressional District
during 1997 and 1998. From 1993 to March 1997, Mr. Paquin served as Senior Vice
President of Marketing for Agency Management Services, a privately held Delaware
corporation.
MEETINGS OF THE BOARD. During the fiscal year ended December 31, 1999, the
Board met 6 times in person, by telephonic conference meeting or by written
consent in lieu of a meeting. Each director listed above who was then serving
attended all of the meetings of MoneyZone.com's Board of Directors.
COMMITTEES OF THE BOARD. The Board has no standing committees.
DIRECTOR COMPENSATION. No compensation currently is paid or has been paid
to any person for serving as a director of MoneyZone.
EXECUTIVE OFFICER COMPENSATION
The following Summary Compensation Table sets forth the compensation for
MoneyZone.com's chief executive officer or executives acting in similar capacity
for the years ended December 31, 1999, 1998 and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
------------------------------------------------------------
Annual Compensation Awards Payouts
-----------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities
Other Annual Restricted Underlying LTIP All Other
Name and Principal Position Year Salary Bonus Compensation Stock Awards($) Options/SARs(#) Payouts Compensation
- --------------------------- ---- ------ ----- ------------ --------------- --------------- ------- ------------
<S> <C> <C>
Randall F. Greene(1) 1999 -- -- -- -- -- -- --
President and Chief 1998 -- -- -- -- -- -- --
Executive Officer 1997 -- -- -- -- -- -- --
Martin A. Sumichrast (2) 1999 -- -- -- -- -- -- --
Former President 1998 -- -- -- -- -- -- --
1997 -- -- -- -- -- -- --
John D. Brasher Jr.(3) 1999 -- -- -- -- -- -- --
Former President and 1998 -- -- -- -- -- -- --
Chief Executive Officer 1997 -- -- -- -- -- -- --
</TABLE>
3
<PAGE>
- ------------------
(1) Randall F. Greene became President and Chief Executive Officer of
MoneyZone.com on January 1, 2000.
(2) Mr. Sumichrast became President effective July 12, 1999 upon the
consummation of the merger with EBonlineinc.com, Inc., a Delaware
corporation, and resigned as such on January 1, 2000.
(3) Mr. Brasher resigned in all of his capacities with MoneyZone.com effective
July 12, 1999 upon the consummation of the merger with EBonlineinc.com,
Inc.
EMPLOYMENT AGREEMENTS
Effective December 15, 1999, MoneyZone.com entered into employment
agreements with each of Mr. Nicholas Pili and Ms. Susan McAvoy and effective
March 6, 2000 MoneyZone.com entered into an employment agreement with Ryan
Brown. Such employment agreements, which expire on December 15, 2001 and March
6, 2001, respectively, shall automatically be extended for successive one year
periods unless either party to each such agreement gives contrary notice prior
to the end of any initial or successive employment period. The annual salaries
for Mr. Nicholas Pili, Ms. Susan McAvoy, and Mr. Ryan Brown have been initially
fixed at $85,000, $60,000, and $80,000, respectively, with such subsequent
increases in salary during the respective terms of the agreements as may be
determined by the Board. The agreements provide, among other things, for
participation in an equitable manner in any profit-sharing or retirement plan
for employees or executives and for participation in employee benefits
applicable to employees and executives of MoneyZone.com.
Pursuant to the employment agreements of Messrs. Pili and Brown and Ms.
McAvoy, employment may be terminated by MoneyZone.com with cause or by the
executive with or without good reason. Termination by MoneyZone.com without
cause, or by the executive for good reason, would subject MoneyZone.com to
4
<PAGE>
liability for liquidated damages in an amount equal to the terminated
executive's current salary and a pro rata portion of his prior year's bonus for
the remaining term of the agreement, payable in equal monthly installments,
without any set-off for compensation received from any new employment. In
addition, the terminated executive would be entitled to continue to participate
in and accrue benefits under all employee benefit plans and to receive
supplemental retirement benefits to replace benefits under any qualified plan
for the remaining term of the agreement to the extent permitted by law.
OPTION/SAR GRANTS
There were no grants to any of the named executive officers or directors of
options, stock appreciation rights or similar instruments during the fiscal year
ended December 31, 1999.
OPTION/SAR EXERCISES
There was no exercise by any of the named executive officers or directors
of options, stock appreciation rights or similar instruments during the fiscal
year ended December 31, 1999.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth the number of shares of our common stock
owned as of April 10, 2000 by (i) each person who is known by MoneyZone.com to
own beneficially more than five percent of MoneyZone.com's common stock; (ii)
each of MoneyZone.com's officers and directors; and (iii) all officers and
directors as a group. Except as otherwise noted, the persons named in the table
below do not own any other capital stock of MoneyZone.com and have sole voting
and investment power with respect to all shares beneficially owned by them.
<TABLE>
<CAPTION>
Percentage of
Name and Address (1) Position with MoneyZone.com Number of Shares Shares
------------------------------- ------------------------------------- ---------------------- ----------------
<S> <C> <C>
Martin A. Sumichrast (2) Chairman of the Board and Director 2,010,000 32.24%
Randall F. Greene President and Chief Executive
Officer 0 *
Craig Kendall Chief Financial Officer 16,000 *
Nicholas Pili Vice President, Marketing 10,000 (3) *
Susan McAvoy Vice President and Secretary 7,500 (4) *
Ryan Brown Chief Technology Officer 0 *
Bruce Bertman (5) Director 750,000 12.03%
Anthony Paquin (6) Director 175,000 2.87%
Global Capital Partners,
Inc. (7) 2,000,000 32.08%
All Officers and Directors as
a Group (8 persons) (8) 2,968,500 47.61%
</TABLE>
5
<PAGE>
- ----------------------
* Less than 1 percent
(1) Except as otherwise noted, c/o MoneyZone.com, 8701 Red Oak Blvd.,
Suite 100, Charlotte, North Carolina 28217.
(2) Includes 2,000,000 shares owned by Global Capital Partners, Inc., of
which, Mr. Sumichrast is the Chairman, Chief Executive Officer and
President and 10,000 shares owned by an individual and as to which Mr.
Sumichrast has power to vote or direct the vote and dispose or direct
the disposition.
(3) Includes 10,000 shares issuable upon the exercise of stock options.
(4) Includes 7,500 shares issuable upon the exercise of stock options.
(5) Includes 175,000 shares owned by A1 Internet.com, Inc. of which Mr.
Bertman is the Chairman and Chief Executive Officer and 150,000 shares
owned by Mr. Bertman individually.
(6) Includes 175,000 shares owned by Netivation.com.
(7) 6000 Fairview Road, Suite 1410, Charlotte, North Carolina 28210.
(8) Does not include shares owned by Global Capital Markets LLC.
CHANGE IN CONTROL OF MONEYZONE.COM
In connection with the merger of EBonlineinc.com, Inc., a Delaware
corporation, with and into MoneyZone.com, effective as of July 12, 1999, Global
Capital Partners, Inc. and A1 Internet.com, Inc. became owners of approximately
48.94% and 21.36%, respectively, of our then issued and outstanding shares of
common stock. To effect this change in control, immediately prior to the merger,
we effected a reverse stock split of our issued and outstanding shares of common
stock on a on a three-and-one-half-for-ten (3.5:10) basis and cancelled 117,765
shares of our common stock and simultaneously upon consummation of the merger
issued to Global Capital Partners, Inc. and A1 Internet.com, Inc., 2,691,773 and
1,175,000 shares, respectively, of our common stock in exchange for their
respective ownership interests in 100 percent of the issued and outstanding
common stock of EBonlineinc.com, Inc. The current ownership as of April 10, 2000
of Global Capital Partners, Inc. and A1 Internet.com, Inc. in our common stock
is set forth on page 5 under the heading "Security Ownership of Management and
Certain Beneficial Owners." Additionally, upon consummation of the merger,
Martin A. Sumichrast, David Lavigne and Bruce Bertman became our new directors
and Martin A. Sumichrast and Kevin D. McNeil became our new President and
Treasurer and our new Secretary, respectively, and our former directors and
officers resigned their positions. The current composition of the Board and our
management team is set forth on page 5 under the heading "Security Ownership of
Management and Certain Beneficial Owners."
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and officers and
holders of more than 10 percent of the outstanding shares of our common stock to
file with the Securities and Exchange Commission initial reports of ownership
within ten days of becoming such an owner and reports of changes in ownership of
common stock and other equity securities of MoneyZone.com by the tenth day of
the month following such changes in ownership. On January 20, 2000, a Form 3 was
filed in respect of one transaction effected by Corona Corp. in November 1999,
whereby Corona Corp. became an owner of a note ultimately convertible into more
than 10 percent of our common stock. On January 11, 2000, four Form 4s were
filed, one in respect of one July 1999 transaction, one in respect of four
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<PAGE>
December 1999 transactions, one in respect of eight December 1999 transactions
and one in respect of one December 1999 transaction, such transactions having
been effected by, respectively, a subsidiary of Global Capital Partners, Inc.,
Global Capital Partners, Inc., Martin A. Sumichrast and Susan McAvoy. On January
11, 2000, one Form 3 was filed in respect of the appointment of Susan McAvoy as
Vice President and Secretary of MoneyZone.com.
ITEM 2. ADOPTION OF THE MONEYZONE.COM 2000 STOCK OPTION PLAN
The Board has approved the adoption of the 2000 Stock Option Plan (the
"Plan"), the purpose of which is to advance the interests of MoneyZone.com by
enabling officers, employees, directors and consultants of MoneyZone.com and its
affiliates, as such term is defined by the Plan, to participate in
MoneyZone.com's future and to enable us to attract and retain such persons by
offering them proprietary interests in our Company. The principal terms of the
Plan are described below and a copy of the Plan is attached hereto as ATTACHMENT
A.
ADMINISTRATION
If approved, the Plan shall be administered by a committee composed of at
least two non-employee directors as determined by the Board. If at any time no
such committee is in place, the Board shall administer the Plan and shall have
the same responsibilities described herein as the committee when acting in its
place.
The committee has the authority to adopt, alter and repeal administrative
rules, guidelines and practices governing the Plan as the committee may from
time to time deem advisable. However, no amendment to the Plan shall be made
without the approval of our stockholders to the extent such approval is required
by law or agreement, except that the Board shall have the authority to amend the
Plan to take into account changes in law and tax and accounting rules, as well
as other developments and to grant awards under the Plan which qualify for
beneficial treatment under such rules without shareholder approval. The
committee may act only by a majority of its members then in office.
ELIGIBILITY
Our officers, employees, directors, consultants and affiliates who are
responsible for or contribute to the growth and profitability of our business or
the business of our affiliates are eligible to be granted awards under the Plan.
We estimate that approximately four officers and nine directors shall be
eligible to participate in the Plan upon its approval.
TYPES OF AWARDS
The committee has the authority to grant awards of stock options, stock
appreciation rights, restricted stock or any combination of the foregoing. The
committee has authority the under the Plan to grant either stock options that
qualify under the Internal Revenue Code of 1986, as amended, as incentive stock
options or to grant non-qualified stock options. However, the former may be
granted only to employees of MoneyZone.com and its subsidiaries. The awards are
subject to such terms and conditions as may be determined by the committee and
which may differ from award to award. The prices, expiration dates and other
material conditions upon which the stock options and stock appreciation rights
may be exercised and the consideration received or to be received by us or our
awards for the granting or extension of the awards are to be determined by the
committee.
7
<PAGE>
NUMBER OF SHARES
The total number of shares of common stock to be reserved and available
under the Plan upon its approval is 1,000,000. Such number may from time to time
be amended by the Board, subject to shareholder approval.
CHANGE OF CONTROL
The Plan provides that, subject to such additional conditions and
restrictions as the committee may determine at the time of the grant of an
award, options granted under the Plan shall become immediately exercisable and
restrictions on restricted stock granted under the Plan shall lapse in the event
of a change of control. A change of control will be deemed to occur for purposes
of the Plan if a person acquires 20% or more of our outstanding voting
securities, if there is a significant change in the composition of the Board or
if our stockholders approve certain mergers (including a merger whereby
MoneyZone.com ceases to exist), the sale of all or substantially all of our
assets, the liquidation of MoneyZone.com or, as to any given participant in the
Plan, the disposal of the business of MoneyZone.com for which such participant
performs services.
SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE 2000 STOCK OPTION
PLAN
This summary of certain federal income tax consequences of the Plan is
provided as general information, but does not purport to be a complete and
detailed description of all possible tax consequences to the recipient of an
Option and MoneyZone.com, nor does it discuss state, local or foreign taxes that
may be applicable. It describes the federal tax consequences in effect as of the
date set forth in the notice. Each holder of an Option is advised to consult his
tax advisor because tax consequences may vary depending upon the individual
circumstances of the holder.
INCENTIVE STOCK OPTIONS ("ISO"). ISOs are designed to qualify as incentive
stock options under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"). A recipient of an ISO is not subject to tax upon grant or exercise
of the option, and MoneyZone.com will not be entitled to a tax deduction at the
time any such option is granted or exercised. However, for alternative minimum
tax purposes, the excess of the fair market value of any stock received over the
option price will constitute an adjustment in computing alternative minimum
taxable income at the time of the transfer of stock pursuant to the exercise of
the option, or if later, at the earlier of the time that the stock is
transferable or is not subject to a substantial risk of forfeiture. For purposes
of computing gain or loss for alternative minimum tax purposes on a subsequent
disposition of the stock, the basis of the stock would be increased by this
adjustment.
If a recipient of an ISO does not dispose of stock acquired upon the
exercise of the option within one year after the date of transfer of such stock
or within two years after the date of grant of such an option, any gain realized
by such recipient on a subsequent sale of such stock will be capital gain, which
will be long term capital gain if the stock was held for the appropriate holding
period (currently more than one year). In determining the amount of taxable gain
or loss on a subsequent sale or other disposition of stock obtained by exercise
of an ISO, the tax basis of such stock (for regular tax purposes) will be an
amount equal to the option price paid therefor.
On the other hand, if the recipient sells or otherwise disposes of the
stock obtained by exercise of an ISO within one year of the date of transfer of
the stock or within two years of the date of grant of the option (other than
certain permitted dispositions), the recipient will at that time recognize
8
<PAGE>
ordinary income to the extent that the fair market value of the stock on the
date that the option was exercised or the amount realized on sale or
disposition, whichever is less, exceeds the option price. If the amount realized
on sale or disposition is greater than the fair market value of the stock on the
date the option was exercised, such excess will be treated as capital gain,
which will be a long-term capital gain if the stock was held for the appropriate
holding period (currently more than one year).
In general, in any year in which a recipient recognizes ordinary income
because of the disposition of shares within one year from the date of exercise
or two years from the date of grant of an ISO, MoneyZone.com will receive a
corresponding deduction for federal income tax purposes. No deduction will be
allowed to MoneyZone.com if the stock acquired upon exercise of an ISO is held
for more than one year after the date of transfer of such stock and more than
two years from the date of grant of the ISO.
NON-QUALIFIED STOCK OPTIONS ("NON-QUALIFIED OPTIONS"). Non-Qualified
Options generally are options to which Section 421 of the Code does not apply.
The treatment of Non-Qualified Options for federal income tax purposes depends
on whether the option has a "readily ascertainable fair market value" at the
time it is granted. Whether a Non-Qualified Option has a readily ascertainable
fair market value is determined under specific rules provided in applicable
Treasury Regulations. If a Non-Qualified Option has a readily ascertainable fair
market value at the time of grant, the excess of the fair market value of
Non-Qualified Options received by a recipient over the amount, if any, paid for
the options must be included in the recipient's gross income at the time the
option is granted, or if later, at the earlier of the time that the option is
transferable or is not subject to a substantial risk of forfeiture. If a
Non-Qualified Option with a readily ascertainable fair market value is not
taxable at the time the option is granted because the option is nontransferable
and subject to a substantial risk of forfeiture, the recipient may nevertheless
elect to include such amount in gross income in the year of grant of the option.
Because the Non-Qualified Options are not actively traded on an established
market and because it is likely that the Non-Qualified Options will be
nontransferable by the recipient or will not be immediately exercisable, it is
not expected that the Non-Qualified Options will have a readily ascertainable
fair market value. If a Non-Qualified Option does not have a readily
ascertainable fair market value at the time of grant, there is no taxable event
at grant; rather, unless the stock received pursuant to the exercise of the
option is nontransferable and subject to a substantial risk of forfeiture, the
excess of (i) the value of the stock on the date it is acquired pursuant to
exercise of the option over (ii) the exercise price plus the amount, if any,
paid for the option must be included in the recipient's gross income at the time
of the receipt of the stock pursuant to the exercise of the option. If, however,
the stock received pursuant to the exercise of the option is nontransferable and
subject to a substantial risk of forfeiture, unless the recipient of the stock
elects to include the excess of (i) the value of the stock on the date it is
acquired pursuant to the exercise of the option over the (ii) the exercise price
plus the amount, if any, paid for the option in gross income in the year the
stock is acquired, then the excess of (x) the value of the stock on the date it
is either transferable or no longer subject to a substantial risk of forfeiture
over (y) the exercise price of the option plus the amount, if any, paid for the
option must be included in the gross income of the recipient on the date the
stock is transferable or no longer subject to a substantial risk of forfeiture.
Income recognized by a recipient of a Non-Qualified Option as described in this
paragraph is subject in certain cases to applicable employment taxes and
withholding.
Subject to compliance with applicable requirements, MoneyZone.com generally
will be entitled to deduct the amount of income recognized by a recipient with
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respect to the Non-Qualified Options at the time the recipient is required to
recognize such income under the rules described above.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
APPROVAL OF THE AMENDMENT TO THE 2000 STOCK OPTION PLAN.
ITEM 3. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board has recommended Spicer, Jeffries & Co. to audit our books and
accounts for fiscal year 2000. Representatives of Spicer, Jeffries & Co. are
expected to be present at the meeting, will have the opportunity to make a
statement if they desire to do so and will respond to appropriate questions of
stockholders. Spicer, Jeffries & Co. has advised us that neither it nor any of
its members has any direct financial interest in MoneyZone.com as a promoter,
underwriter, voting trustee, director, officer or employee.
We changed our accountants from Stephen M. Siedow, P.C. to Spicer, Jeffries
& Co., effective September 3, 1999. This change was reported in our Current
Report on Form 8-K, dated September 10, 1999, as amended by Current Report on
Form 8-K/A, filed on February 7, 2000. The decision to change was approved by
the Board. The report of Stephen M. Siedow, P.C. on our financial statements for
the fiscal year ended December 31, 1998, contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles. We have had no disagreements with Stephen M.
Siedow, P.C. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
the satisfaction of Stephen M. Siedow, P.C., would have caused it to make
reference thereto in their report on our financial statements.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFYING
SPICER, JEFFRIES & CO. AS OUR INDEPENDENT PUBLIC ACCOUNTANTS.
STOCKHOLDER PROPOSALS FOR THE ANNUAL MEETING OF STOCKHOLDERS FOR 2001
Proposals which stockholders wish to have considered for inclusion in the
proxy statement for the annual meeting of stockholders for 2001 must be received
at MoneyZone.com's principal executive office, MoneyZone.com, 8701 Red Oak
Blvd., Suite 100, Charlotte, North Carolina 28217, on or before December 31,
2000.
OTHER INFORMATION
The presence, in person or by proxy, of stockholders holding a majority of
the outstanding shares of common stock entitled to vote at the meeting is
necessary to constitute a quorum for the transaction of business.
The nominees for election as directors receiving a plurality of the votes
cast will be elected as directors. In case any nominee should become unavailable
for election for any reason not presently known nor contemplated, the persons
named on the proxy still have the discretionary authority to vote pursuant to
the proxy for a substitute.
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Only those votes cast for or against a proposal are used in determining the
results of a vote.
Abstentions and broker non-votes are each included for purposes of
determining the presence or absence of a sufficient number of shares to
constitute a quorum. With respect to the approval of any particular proposal,
abstentions are considered present at the meeting, but since Nevada law and our
by-laws require that all matters submitted to stockholders for approval be
determined by a majority of the votes cast without giving effect to abstentions
they will not have the same effect as votes against the proposal. Broker
non-votes, on the other hand, are not considered present at the meeting for the
particular proposal for which the broker withheld authority to vote.
In addition to the solicitation of proxies by mail, officers or other
employees without extra remuneration may solicit proxies by telephone or
personal contact.
We will request brokerage houses, nominees, custodians and fiduciaries to
forward soliciting material to beneficial owners of shares of common stock and
will pay such persons for forwarding such material.
All costs for the solicitation of proxies by MoneyZone.com's Board of
Directors, anticipated to be approximately $10,000, will be borne by us.
A list of stockholders entitled to vote at the meeting will be available
for examination by stockholders during ordinary business hours during the 10
days prior to the meeting at MoneyZone.com's principal executive offices at 8701
Red Oak Blvd., Suite 100, Charlotte, North Carolina 28217.
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MONEYZONE.COM
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS
PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION,
THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1, 2, 3 AND 4.
The undersigned hereby appoints Martin A. Sumichrast and Randall F. Greene as
Proxies, with the full power of substitution, and hereby authorizes them to
represent and vote, as designated on the reverse hereof, all shares of common
stock of MoneyZone.com (the "Company") held of record by the undersigned on
April 10, 2000, at the Annual Meeting of Stockholders to be held on May 23,
2000, or any adjournment thereof, upon all such matters as may properly come
before the Meeting.
|X| Please mark your votes as in If you plan to attend the Annual |_|
this example. Meeting, place an X in this box.
1. ELECTION OF DIRECTORS
FOR the nominee listed below |_| WITHHOLD AUTHORITY to vote for the |_|
nominee listed below
Nominee: Randall F. Greene
FOR AGAINST ABSTAIN
|_| |_| |_|
Nominee: Lawrence Anderson
FOR AGAINST ABSTAIN
|_| |_| |_|
Nominee: Jay Raubvogel
FOR AGAINST ABSTAIN
|_| |_| |_|
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Nominee: Francis R. Santangelo
FOR AGAINST ABSTAIN
|_| |_| |_|
2. PROPOSAL TO ADOPT THE 2000 STOCK OPTION PLAN.
FOR AGAINST ABSTAIN
|_| |_| |_|
3. RATIFICATION OF APPOINTMENT OF SPICER, JEFFRIES & CO., to serve as
MoneyZone.com's independent public accountants for fiscal year
ending December 31, 2000.
FOR AGAINST ABSTAIN
|_| |_| |_|
4. In their discretion upon such other business as may properly come
before the Annual Meeting or any postponement or adjournment thereof.
SIGNATURE:--------------------------- DATE:--------------------------
SIGNATURE:--------------------------- DATE:--------------------------
SIGNATURE (IF JOINTLY held)
NOTE: Please sign exactly as name or names appear on stock certificate as
indicated hereon. Joint owners should each sign. When signing as
attorney, executor, administrator or guardian, please give full title
as such.
- --------------------------------------------------------------------------------
STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY STATEMENT
PROMPTLY IN THE ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN
THE UNITED STATES.
- --------------------------------------------------------------------------------
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ATTACHMENT A
MONEYZONE.COM
2000 STOCK OPTION PLAN
1. PURPOSE. The purpose of this 2000 Stock Option Plan is to advance the
interests of MoneyZone.com by enabling officers, employees, directors and
consultants of the Company and its Affiliates (as hereinafter defined) to
participate in the Company's future and to enable the Company to attract and
retain such persons by offering them proprietary interests in the Company.
2. DEFINITIONS. For purposes of the Plan, capitalized terms used herein
shall have the meanings ascribed thereto in this Section 2, or as otherwise
defined elsewhere herein.
(a) "Affiliate" means a corporation or other entity controlled directly, or
indirectly through one or more intermediaries, by the Company and designated by
the Committee as such.
(b) "Award" means an award granted to a Participant in the form of a Stock
Appreciation Right, Stock Option, or Restricted Stock, or any combination of the
foregoing.
(c) "Board" means the Board of Directors of the Company.
(d) "Cause" shall have the meaning set forth in Section 8.
(e) "Change in Control" shall have the meaning set forth in Section 11.
(f) "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and any successor thereto.
(g) "Commission" means the Securities and Exchange Commission or any
successor agency.
(h) "Committee" means the members of the Board appointed by the Board
pursuant to Section 5.
(i) "Common Stock" means common stock, $.001 par value per share of the
Company.
(j) "Company" means MoneyZone.com, a Nevada corporation.
(k) "Disability" means permanent and total disability as determined under
procedures established by the Committee for purposes of the Plan.
(l) "Non-Employee Director" shall mean a director who qualifies as such
under Rule 16b-3(b)(3), as promulgated under the Exchange Act, or as such term
is defined under any successor rule adopted by the Commission.
(m) "Effective Date" means the date described in Section 3 hereof.
<PAGE>
(n) "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.
(o) "Fair Market Value" means the last sale price of the Common Stock as of
any given date described by the Board of Directors to be the date for
determining the Fair Market Value or, if no sale occurred on such date, the
average of the high and low reported bid prices for such date, in either case
(i) as reported by the principal securities exchange on which the Common Stock
is then traded or quoted, or (ii) if not traded or quoted on such an exchange,
then as reported by the Nasdaq National Market or the Nasdaq SmallCap Market
(collectively, the "Nasdaq Markets"), or (iii) if neither reported by such an
exchange nor the Nasdaq Markets, then as reported on the OTC Bulletin Board. If
the Common Stock is not traded or quoted on or by any such exchange, Nasdaq
Market or the OTC Bulletin Board, then the Fair Market Value shall be as
determining in good faith by the Committee.
(p) "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of, and qualified
as such under, Section 422 of the Code.
(q) "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
(r) "Normal Retirement" means retirement from active employment with the
Company or an Affiliate at or after age 65 or at such other age as may be
specified by the Committee.
(s) "Option Agreement" means the agreement evidencing and providing the
governing terms and conditions of Stock Options.
(t) "Option Period" means the time during which a Stock Option may be
exercised.
(u) "Optionee" means a Participant who has been granted Stock Options under
this Plan.
(v) "Participant" means an employee, director or consultant of the Company
or of an Affiliate to whom an Award has been granted which has not terminated,
expired or been fully exercised.
(w) "Plan" means the MoneyZone.com 2000 Stock Option Plan, as set forth
herein and as hereinafter amended from time to time.
(x) "Restricted Period" means the period of time, which may be a single
period or multiple periods, during which Restricted Stock awarded to a
Participant remains subject to the restrictions imposed on such Common Stock, as
determined by the Committee.
(y) "Restrictions" means the restrictions and conditions imposed on
Restricted Stock awarded to a Participant, as determined by the Committee, which
must be satisfied in order for the Restricted Stock to vest, in whole or in
part, in the Participant.
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(z) "Restricted Stock" means Common Stock the subject of an Award hereunder
and on which are imposed one or more Restriction Periods and Restrictions
whereby the rights to full enjoyment of the Common Stock so awarded are (i)
conditioned upon the future performance of substantial services by any
individual or (ii) otherwise subject to a "substantial risk of forfeiture"
within the meaning of Section 83 of the Code, as amended.
(aa) "Restricted Stock Agreement" means a written agreement between a
Participant and the Company evidencing an Award of Restricted Stock.
(bb) "Restricted Stock Award Date" means the date on which the Committee
awarded Restricted Stock to the Participant.
(cc) "Retirement" means Normal Retirement or early retirement if a defined
benefit or 401(k) retirement plan of the Company provides for same.
(dd) "Rule 16b-3" means Rule 16b-3, as promulgated by the Commission under
Section 16(b) of the Exchange Act, as amended from time to time.
(ee) "Stock Appreciation Right" means a right granted under Section 9.
(ff) "Stock Option" means an option to purchase Common Stock granted under
Section 8.
(gg) "Termination of Employment" means the termination of the Participant's
employment with the Company and any Affiliate. A Participant employed by an
Affiliate shall also be deemed to have incurred a Termination of Employment if
the Affiliate ceases to be an Affiliate and the Participant does not immediately
thereafter become an employee of the Company or another Affiliate.
In addition, certain other terms used herein have definitions given to them
in the first place in which they are used.
3. Effective Date. The Effective Date of the Plan shall be the date upon
which the Plan is approved by the stockholders of the Company.
4. COMMON STOCK SUBJECT TO PLAN.
(a) The total number of shares of Common Stock reserved and available for
distribution pursuant to Awards under the Plan shall be 1,000,000 shares of
Common Stock. Such shares may consist, in whole or in part, of authorized and
unissued shares or treasury shares.
(b) If any shares of Common Stock subject to a Stock Option cease to be
subject to a Stock Option, if any shares of Common Stock that are subject to any
Award are forfeited or if any Award otherwise terminates without a distribution
being made to the Participant in the form of Common Stock, such shares shall
again be available for distribution in connection with Awards under the Plan. In
addition, any stock purchased by a Participant upon exercise of a Stock Option
as provided herein which is subsequently repurchased by the Company pursuant to
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the terms of the applicable Option Agreement may again be the subject of a Stock
Option under the Plan.
(c) In the event of any merger, reorganization, consolidation,
recapitalization (including but not limited to the issuance of Common Stock or
any securities convertible into Common Stock in exchange for securities of the
Company), stock dividend, stock split or reverse stock split, extraordinary
distribution with respect to the Common Stock or other similar change in
corporate or capital structure affecting the Common Stock, the Committee, as it
deems necessary, shall make such equitable substitutions or adjustments to the
aggregate number of shares reserved for issuance under the Plan, the number and
Exercise Price applicable to Awards then outstanding; provided, however, that
the number of shares subject to any Award shall always be a whole number. Such
adjusted Exercise Price shall also be used to determine the amount payable by
the Company upon the exercise of any Stock Appreciation Right associated with
any Stock Option.
5. ADMINISTRATION OF THE PLAN.
(a) COMMITTEE. The Plan shall be administered by the Committee or such
other committee of the Board, composed of not less than two directors all of
whom shall be Non-Employee Directors unless otherwise determined by the Board.
Each member of the Committee shall be appointed by and serve at the pleasure of
the Board. If at any time no Committee shall be in place, the functions of the
Committee specified in the Plan shall be exercised by the Board. The Committee
may act only by a majority of its members then in office, except that the
members thereof may authorize any one or more of their number or any officer of
the Company to execute and deliver documents on behalf of the Committee. The
Committee shall have plenary authority to grant Awards to persons eligible to be
Participants as provided in Section 6. Subject to the provisions of the Plan, in
addition to any other actions permitted or authorized hereunder, the Committee
shall have the authority to:
(i) select the officers, employees, directors and consultants to whom
Awards may from time to time be granted;
(ii) determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights and Restricted Stock, or
any combination thereof are to be granted hereunder;
(iii) determine the number of shares of Common Stock to be covered by each
Award granted hereunder;
(iv) determine the terms and conditions of any Award granted hereunder
(including, but not limited to, the Exercise Price, any vesting restrictions or
limitation, any repurchase rights in favor of the Company and any vesting
acceleration or forfeiture waiver regarding any Award and the shares of Common
Stock relating thereto, based on such factors as the Committee shall determine);
(v) adjust the terms and conditions, at any time or from time to time, of
any Award, including with respect to performance goals and measurements
applicable to performance-based Awards pursuant to the terms of the Plan;
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<PAGE>
(vi) determine under what circumstances an Award may be settled in cash or
Common Stock;
(vii) determine Fair Market Value, as appropriate;
(viii) substitute new Stock Options for previously granted Stock Options,
including previously granted Stock Options having higher Exercise Prices;
(ix) adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan as it shall, from time to time, deem advisable;
(x) interpret the terms and provisions of the Plan and any Award issued
under the Plan (and any agreement relating thereto);
(xi) and otherwise supervise the administration of the Plan.
(b) Any determination made by the Committee pursuant to the provisions of
the Plan with respect to any Award shall be made in its sole discretion at the
time of the grant of the Award or, unless in contravention of any express term
of the Plan or applicable law, at any time thereafter. All decisions made by the
Committee pursuant to the provisions of the Plan shall be final and binding on
all persons, including the Company and Participants.
6. ELIGIBILITY. Officers, employees, directors and consultants of the
Company and its Affiliates who are responsible for or contribute to the
management, growth and profitability of the business of the Company or its
Affiliates are eligible to be granted Awards under the Plan. Any person who
files with the Committee, in a form satisfactory to the Committee, a written
waiver of eligibility to receive any Award under the Plan shall not be eligible
to receive an Award under the Plan for the duration of the waiver.
7. DURATION OF THE PLAN. The Plan shall terminate ten (10) years from the
Effective Date specified in Section 3 of the Plan, unless terminated earlier
pursuant to Section 12 hereof, and no Awards may be granted thereafter.
8. STOCK OPTIONS.
(a) TYPES OF STOCK OPTIONS. Stock Options granted under the Plan may be of
two types: Incentive Stock Options and Non-Qualified Stock Options. Any Stock
Option granted under the Plan shall be in such form as the Committee may from
time to time approve. The Committee shall have the authority to grant either or
both of such Stock Options to any person eligible pursuant to Section 6 hereof
(in each case with or without Stock Appreciation Rights); PROVIDED, HOWEVER,
that Incentive Stock Options may be granted only to employees of the Company and
its subsidiaries (within the meaning of Section 424(f) of the Code). To the
extent that (i) any Stock Option is not designated as an Incentive Stock Option
or (ii) any Stock Option that is designated as an Incentive Stock Option does
not qualify as such, such Stock Option shall be a Non-Qualified Stock Option.
Anything in the Plan to the contrary notwithstanding, no provision of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be exercised, so as
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<PAGE>
to disqualify the Plan under Section 422 of the Code or, without the consent of
the Optionee affected, to disqualify any outstanding Incentive Stock Option
under Section 422 of the Code.
(b) DATE OF GRANT. The grant of a Stock Option pursuant to an Award shall
be deemed to have occurred with respect to any Participant on the date when,
after the Committee has by resolution (i) selected a person eligible to become a
Participant, (ii) determined the number of shares of Common Stock to be subject
to such Award and (iii) specified the terms and provisions of the Option
Agreement evidencing such Award, the Company and the Participant each have duly
executed a written copy of such Option Agreement which, among other things, will
make appropriate arrangements with respect to the Company's tax withholding
obligations.
(c) OPTION AGREEMENTS. Awards of Stock Options shall be evidenced by Option
Agreements, the terms and provisions of which may differ. An Option Agreement
shall indicate on its face whether it is an agreement for an Incentive Stock
Option or a Non-Qualified Stock Option. Option Agreements shall include the
following terms and conditions and shall contain such additional terms and
conditions as the Committee shall deem desirable:
(i) EXERCISE PRICE. The Exercise Price per share of Common Stock
purchasable under a Stock Option shall be determined by the Committee and set
forth in the Option Agreement, and shall be (i) in the case of Incentive Stock
Options, not less than the Fair Market Value on the date of grant of the Common
Stock subject to the Stock Option and (ii) in the case of Non-Qualified Stock
Options, not less than 50% of the Fair Market Value of the Common Stock subject
to the Stock Option on the date of grant.
(ii) OPTION TERM. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than 10 years
after its date of grant and no Non-Qualified Stock Option shall be exercisable
more than 10 years and one day after its date of grant.
(iii) EXERCISABILITY. Subject to Section 12, Stock Options shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee. If the Committee provides that any Stock
Option is exercisable only in installments, the Committee may at any time waive
such provisions, in whole or in part, based on such factors as the Committee may
determine. In addition, the Committee may at any time accelerate the
exercisability of any Stock Option.
(iv) METHODS OF EXERCISE. Subject to the terms and conditions hereof and of
the applicable Option Agreement, Stock Options may be exercised, in whole or in
part, at any time during the Option period by giving written notice of exercise
to the Company specifying the number of shares of Common Stock to be purchased
subject to the Stock Option. The Exercise Price for the shares of Common Stock
issuable upon exercise of Stock Options shall be paid within 10 business days
after exercise either (A) in cash or by certified check (B) in whole shares of
Common Stock, (C) in a combination of cash and whole shares of Common Stock, or
(D) in any other manner approved by the Committee; provided, however, that in
the case of an Incentive Stock Option, the right to make a payment in the form
of already owned shares of Common Stock of the same class as the Common Stock
subject to the Stock Option shall be authorized only at the time the Stock
Option is granted. In the discretion of the Committee, payment for any Common
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Stock subject to a Stock Option may also be made by delivering a properly
executed exercise notice to the Company together with a copy of irrevocable
instructions to a broker to deliver promptly to the Company the amount of sale
or loan proceeds to pay the purchase price. To facilitate the foregoing, the
Company may enter into agreements for coordinated procedures with one or more
brokerage firms. The value of previously owned Common Stock exchanged in full or
partial payment for the shares purchased upon the exercise of a Stock Option
shall be equal to the aggregate Fair Market Value of such shares on the date of
exercise.
(v) RIGHTS OF PARTICIPANT. A Participant shall have all of the rights of a
stockholder of the Company holding the Common Stock (including, without
limitation, if applicable, the right to vote the shares and the right to receive
dividends) when and to the extent that such Participant (A) has given written
notice of exercise (whether in whole or in part), (B) has paid in full the
Exercise Price payable for such exercise and (C) holds such shares of Common
Stock.
(vi) NON-TRANSFERABILITY OF OPTIONS. Except as may otherwise be determined
by the Committee, no Stock Option shall be transferable by the Optionee other
than by will or by the laws of descent and distribution, and all Stock Options
shall be exercisable, during the Optionee's lifetime, only by the Optionee or by
the guardian or legal representative of the Optionee (it being understood that
the terms "holder" and "Optionee" for purposes of this paragraph (vi) include
the guardian and legal representative of the Optionee named in the Option
Agreement and any person to whom a Stock Option is transferred by will or the
laws of descent and distribution).
(vii) TERMINATION BY DEATH. If an Optionee's employment terminates by
reason of death, any Stock Option held by such Optionee may thereafter be
exercised, to the extent then exercisable or on such accelerated basis as the
Committee may determine, for a period of the shorter of (i) one year and one day
(or such other period as the Committee may specify) from the date of death and
(ii) the date of expiration of the stated term of such Stock Option.
(viii) TERMINATION BY REASON OF DISABILITY. If any Optionee's employment
terminates by reason of Disability, any Stock Option held by such Optionee may
thereafter be exercised by the Optionee, to the extent it was exercisable at the
time of such termination or on such accelerated basis as the Committee may
determine, for a period of the shorter of (A) one year and one day (or such
shorter period as the Committee may specify at grant) from the date of such
termination and (B) the date of expiration of the stated term of such Stock
Option; provided, however, that if the Optionee dies during such period, then
any unexercised Stock Option held by such Optionee shall, notwithstanding the
expiration of such period, continue to be exercisable to the extent to which it
was exercisable at the time of death for a period of the shorter of (X) one year
and one day (or such other period as the Committee may specify) from the date of
such death and (Y) the date of expiration of the stated term of such Stock
Option. In the event of termination of employment by reason of Disability, if an
Incentive Stock Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code, such Stock Option will
thereafter be treated as a Non-Qualified Stock Option.
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(ix) OTHER TERMINATION. Subject to Section 11 and unless otherwise
determined by the Committee, if there occurs a Termination of Employment of an
Optionee without Cause (as hereinafter defined) and not at the volition of the
Optionee for any reason other than the death or Disability of the Optionee, then
any Stock Option held by such Optionee to the extent exercisable may be
exercised until the end of the shorter period of (A) three months and one day
from the date of such Termination of Employment and (B) the balance of the term
of such Stock Option. Unless otherwise determined by the Committee, for the
purposes of this Plan "Cause" shall have the same meaning as that set forth in
any employment or severance agreement in effect between the Company and a
Participant. Otherwise, it shall mean the conviction of the Optionee for
committing a felony under federal law or the law of the state in which such
action occurred, dishonesty in the course of fulfilling the Optionee's
employment duties or willful and deliberate failure on the part of the Optionee
to perform his employment duties in any material respect.
(x) CASHING OUT OF OPTION. On receipt by the Company of written notice of
exercise of a Stock Option, the Committee may, in its sole discretion, elect to
cash out all or part of any Stock Option to be exercised by paying the Optionee
an amount, in cash or Common Stock, equal to the excess of the Fair Market Value
of the Common Stock that is the subject of the Stock Option over the Exercise
Price times the number of shares of Common Stock subject to the option on the
effective date of such cash out.
9. STOCK APPRECIATION RIGHTS.
(a) GRANT AND EXERCISE. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan. In the
case of a Non-Qualified Stock Option, such rights may be granted either at or
after the time of grant of such Stock Option. In the case of an Incentive Stock
Option, such rights may be granted only at the time of grant of such Stock
Option. A Stock Appreciation Right shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option. A Stock
Appreciation Right may be exercised by an Optionee in accordance with Section
9(b) by surrendering the applicable portion of the related Stock Option in
accordance with procedures established by the Committee. Upon such exercise and
surrender, the Optionee shall be entitled to receive an amount determined in the
manner prescribed in Section 9(b). Stock Options which have been so surrendered
shall no longer be exercisable to the extent the related Stock Appreciation
Rights have been exercised.
(b) TERMS AND CONDITIONS. Stock Appreciation Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including the
following:
(i) Stock Appreciation Rights shall be exercisable only at such time or
times and to the extent that the Stock Options to which they relate are
exercisable in accordance with the provisions of Section 8 and this Section 9 or
as may otherwise be determined by the Committee.
(ii) Upon the exercise of a Stock Appreciation Right, an Optionee shall be
entitled to receive an amount in cash, shares of Common Stock or both, in each
case equal in value to (A) the excess of the Fair Market Value of one share of
Common Stock over the Exercise Price of the related Stock Option multiplied by
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(B) the number of shares in respect of which the Stock Appreciation Right shall
have been exercised, with the Committee having the right, in its sole
discretion, to determine the form of payment.
(iii) Stock Appreciation Rights shall be transferable only when and to the
extent that the underlying Stock Option would be transferable under Section
8(e).
(iv) Upon the exercise of a Stock Appreciation Right, the Stock Option or
part thereof to which such Stock Appreciation Right is related shall be deemed
to have been exercised for the purpose of determining the number of shares of
Common Stock available for issuance under the Plan in accordance with Section 5,
but only to the extent of the number of shares resulting from dividing (A) the
value of the Stock Appreciation Right at the time of exercise by (B) the Fair
Market Value of one share of Common Stock.
10. RESTRICTED STOCK AWARDS. Subject to and consistent with the provisions
of the Plan, with respect to each Award of Restricted Stock to a Participant,
the Committee shall determine:
(a) the form, terms and conditions of the Restricted Stock Agreement
between the Company and the Participant evidencing the Award;
(b) the Restricted Period for all or a portion of the Award;
(c) the Restrictions applicable to the Award, including, without
limitation, continuous employment with the Company for a specified term or the
attainment of specific corporate, divisional or individual performance standards
or goals, which Restricted Period and Restrictions may differ with respect to
each Participant;
(d) whether the Participant shall be paid dividends or other distributions
in respect of any Restricted Stock as such may be declared and paid during the
Restricted Period by the Company to the holders of Common Stock that is not
Restricted Stock, or whether such shall be withheld by the Company for the
account of the Participant until the Restricted Periods have expired or the
Restrictions have been satisfied, and if so withheld, whether and at what rate
interest shall be paid on such dividends and other distributions;
(e) the percentage of the Award which shall vest in the Participant in the
event of death, Disability or Retirement prior to the expiration of the
Restricted Period or the satisfaction of the Restrictions applicable to an award
of Restricted Stock; and
(f) notwithstanding the Restricted Period and the Restrictions imposed on
the Restricted Shares as set forth in a Restricted Stock Agreement, whether to
shorten the Restricted Period or waive any Restrictions, if the Committee
concludes that it is in the best interests of the Company to do so.
Upon an award of Restricted Stock to a Participant, the stock certificate
representing the Restricted Stock shall be issued and transferred to and in the
name of the Participant, whereupon the Participant shall become a stockholder of
the Company with respect to such Restricted Stock and shall be entitled to vote
the Restricted Stock. Such stock certificates shall be held in custody by the
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Company, together with stock powers executed by the Participant in favor of the
Company, until the Restricted Period expires and the Restrictions imposed on the
Restricted Stock are satisfied.
11. CHANGE OF CONTROL.
(a) With respect to any and all Awards, upon the occurrence of a Change of
Control (as hereinafter defined), the following shall result (together with any
additional provisions as the Committee may determine at the time of grant of any
given Award with respect to such Award):
(i) any and all outstanding Options shall become immediately exercisable;
(ii) the Restricted Period and Restrictions imposed on Restricted Stock
shall lapse, and the Restricted Stock shall vest in the Participant to the
extent determined by the Committee; and
(iii) within fifteen (15) business days after the occurrence of a Change of
Control, the certificates representing any vested Restricted Stock, without any
restrictions or legend thereon, other than as required by law, shall be
delivered to the Participant, and any dividends and distributions paid with
respect to the Restricted Stock which were escrowed during the Restricted Period
and any earnings thereon shall be paid to any Participant.
(b) A "CHANGE OF CONTROL" shall occur when, in addition to the occurrence
of such other events as the Committee may determine at the time of the grant of
an Award, one or more of the following events occurs subsequent to the Effective
Date:
(i) any person or group (as such terms are defined in Sections 13(d) or
14(d)(2) of the Exchange Act) becomes, without the approval of a majority of the
Continuing Directors (as hereinafter defined), the Beneficial Owner (as
hereinafter defined), directly or indirectly, of Voting Stock (as hereinafter
defined) representing twenty percent (20%) or more of the then outstanding
Voting Stock; or
(ii) the approval by the stockholders of (A) any agreement or plan of
consolidation or merger in which the Company is not the continuing or surviving
entity, or pursuant to which shares of Common Stock would be converted into
cash, securities or other property (other than a merger in which the holders of
Common Stock immediately prior to the consummation of such merger have their
same respective proportion and ownership of common stock of the surviving entity
after consummation of such merger), (B) any sale, lease, exchange or other
transfer in one or more transactions or series of transactions of all or
substantially all of the Company's assets, (C) the liquidation of the Company or
(D) the disposal of the business (by whatever manner effected) of the Company
for which the Participant principally performs his, her or its services; or
(iii) the individuals who are Continuing Directors of the Company cease,
without the approval of a majority of the Continuing Directors, for any reason
to constitute at least a majority of the Board.
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(c) For purposes of this Section 11, the term "CONTINUING DIRECTOR" means
(i) any member of the Board who is a member of the Board as of the Effective
Date, or (ii) any person who subsequently becomes a member of the Board whose
election or nomination for election to the Board is recommended or approved by a
two-thirds majority of the Continuing Directors; the term "VOTING STOCK" means
all capital stock of the Company which by its terms may be voted on all matters
submitted to stockholders of the Company generally; and the term "BENEFICIAL
OWNER" shall have the meaning ascribed to such term in Rule 13d-3 of the
Exchange Act.
12. AMENDMENTS AND TERMINATION.
(a) The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would (i) impair the rights of
a Participant with respect to an Award theretofore granted without the
Participant's consent, except such an amendment made to cause the Plan to
qualify for the exemption provided by Rule 16b-3, or (ii) disqualify the Plan
from the exemption provided by Rule 16b-3. In addition, no such amendment shall
be made without the approval of the Company's stockholders to the extent such
approval is required by law or agreement.
(b) The Committee may amend the terms of any Award and any Option Agreement
or similar agreement pertaining to an Award, prospectively or retroactively, but
no such amendment shall (i) impair the rights of any Participant with respect to
an Award theretofore granted without such Participant's consent, except such an
amendment made to cause the Plan or such Award to qualify for the exemption
provided by Rule 16b-3, or (ii) disqualify the Plan or such Award from the
exemption provided by 16b-3. In addition, no such amendment shall be made
without the approval of the Participant affected to the extent such approval is
required by law or agreement. The Committee may also substitute new Stock
Options for previously granted Stock Options, including previously granted Stock
Options having higher Exercise Prices.
(c) Subject to the above provisions, the Board shall have authority to
amend the Plan to take into account changes in law and in tax and accounting
rules, as well as other developments and to grant Awards which qualify for
beneficial treatment under such rules without shareholder approval.
13. GENERAL PROVISIONS.
(a) Nothing contained in the Plan shall prevent the Company or an Affiliate
from adopting other or additional compensation arrangements for its employees.
(b) The Plan shall not confer upon (i) any employee any right to an Award
hereunder or to continued employment or (ii) any Participant who is not an
employee any right to employment or to a continued relationship of the sort by
virtue of which such Participant became eligible to receive Awards pursuant to
Section 6 hereof. This Plan shall not be construed in such a way as to divest
the Company or any Affiliate of its or their rights to terminate the employment
of any employee at any time.
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(c) No later than the date as of which an amount first becomes includible
in the gross income of a Participant for federal income tax purposes with
respect to any Award, the Participant shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Company, withholding
obligations may be settled with Common Stock, including Common Stock that is
part of the Award that gives rise to the withholding requirement. The
obligations of the Company under the Plan shall be conditioned upon such payment
or arrangements, and the Company and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment
otherwise due to the participant.
(d) The Committee shall establish such procedures as it deems appropriate
for a Participant to designate a beneficiary to whom any amounts payable in the
event of such Participant's death are to be paid.
(e) Agreements entered into by and between the Company and any Participant
relating to Awards, in such form as may be approved by the Committee from time
to time, to the extent consistent with or permitted by the Plan, shall control
with respect to the terms and conditions of the subject Award. If any provisions
of the Plan or any agreement entered into pursuant to the Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions of the Plan or the subject agreement.
(f) The Plan and all Awards made and actions taken hereunder and thereunder
shall be governed by and construed in accordance with the laws of the State of
Delaware.
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