INFORM WORLDWIDE HOLDINGS, INC.
2004 EMPLOYEE STOCK INCENTIVE PLAN
1.
General Provisions .
1.1
Purpose . This 2004 Inform Worldwide
Holdings, Inc. Employee Stock Incentive Plan (the "
Plan ") is intended to allow designated
officers and employees (including so-called "leased employees")
(all of whom are sometimes collectively referred to herein as the "
Employees ," or individually as the "
Employee ") of Inform Worldwide Holdings,
Inc., a Colorado corporation (the " Company
") and its Subsidiaries (as that term is defined below) which they
may have from time to time (the Company and such Subsidiaries are
referred to herein as the " Company ") to
receive certain options (the " Stock
Options ") to purchase common stock of the Company, no
par value (the " Common Stock "), and to
receive grants of the Common Stock subject to certain restrictions
(the " Awards "). As used in this Plan, the
term " Subsidiary " shall mean each
corporation which is a "subsidiary corporation" of the Company
within the meaning of Section 424(f) of the Internal Revenue Code
of 1986, as amended (the " Code "). The
purpose of this Plan is to provide the Employees with equity-based
compensation incentives who make significant and extraordinary
contributions to the long-term growth and performance of the
Company, and to attract and retain the Employees.
1.2
Administration .
1.2.1 The Plan
shall be administered by the Compensation Committee (the "
Committee ") of, or appointed by, the Board
of Directors of the Company (the " Board
"). The Committee shall select one of its members as Chairman and
shall act by vote of a majority of a quorum, or by unanimous
written consent. A majority of its members shall constitute a
quorum. The Committee shall be governed by the provisions of the
Company’s Bylaws and of Colorado law applicable to the Board,
except as otherwise provided herein or determined by the Board.
1.2.2 The
Committee shall have full and complete authority, in its
discretion, but subject to the express provisions of this Plan, (a)
to approve the Employees nominated by the management of the Company
to be granted Awards or Stock Options; (b) to determine the number
of Awards or Stock Options to be granted to an Employee; (c) to
determine the time or times at which Awards or Stock Options shall
be granted; to establish the terms and conditions upon which Awards
or Stock Options may be exercised; (d) to remove or adjust any
restrictions and conditions upon Awards or Stock Options; (e) to
specify, at the time of grant, provisions relating to
exercisability of Stock Options and to accelerate or otherwise
modify the exercisability of any Stock Options; and (f) to adopt
such rules and regulations and to make all other determinations
deemed necessary or desirable for the administration of this Plan.
All interpretations and constructions of this Plan by the
Committee, and all of its actions hereunder, shall be binding and
conclusive on all persons for all purposes.
1.2.3 The Company
hereby agrees to indemnify and hold harmless each Committee member
and each Employee, and the estate and heirs of such Committee
member or Employee, against all claims, liabilities, expenses,
penalties, damages or other pecuniary losses, including legal fees,
which such Committee member or Employee, his estate or heirs may
suffer as a result of his responsibilities, obligations or duties
in connection with this Plan, to the extent that insurance, if any,
does not cover the payment of such items. No member of the
Committee or the Board shall be liable for any action or
determination made in good faith with respect to this Plan or any
Award or Stock Option granted pursuant to this Plan.
1.3
Eligibility and Participation . The
Employees eligible under this Plan shall be approved by the
Committee from those Employees who, in the opinion of the
management of the Company, are in positions which enable them to
make significant contributions to the long-term performance and
growth of the Company. In selecting the Employees to whom Award or
Stock Options may be granted, consideration shall be given to
factors such as employment position, duties and responsibilities,
ability, productivity, length of service, morale, interest in the
Company and recommendations of supervisors.
1.4
Shares Subject to the Plan . The maximum
number of shares of the Common Stock that may be issued pursuant to
this Plan shall be Forty Million (40,000,000), subject to
adjustment pursuant to the provisions of Section 4.1. If shares of
the Common Stock awarded or issued under this Plan are reacquired
by the Company due to a forfeiture or for any other reason, such
shares shall be cancelled and thereafter shall again be available
for purposes of this Plan. If a Stock Option expires, terminates or
is cancelled for any reason without having been exercised in full,
the shares of the Common Stock not purchased thereunder shall again
be available for purposes of this Plan.
2.
Provisions Relating to Stock Options .
2.1
Grants of Stock Options . The Committee may
grant Stock Options in such amounts, at such times, and to the
Employees nominated by the management of the Company as the
Committee, in its discretion, may determine. Stock Options granted
under this Plan may constitute "incentive stock options" within the
meaning of Section 422 of the Code, if so designated by the
Committee on the date of grant and if the requirements of Section
422 of the Code have been met. The Committee may also grant Stock
Options which do not constitute incentive stock options, and any
such Stock Options shall be designated non-statutory stock options
by the Committee on the date of grant. The aggregate Fair Market
Value (determined as of the time an incentive stock option is
granted) of the Common Stock with respect to which incentive stock
options are exercisable for the first time by any Employee during
any one calendar year (under all plans of the Company and any
parent or subsidiary of the Company) may not exceed the maximum
amount permitted under Section 422 of the Code (currently,
$100,000.00). Non-statutory stock options shall not be subject to
the limitations relating to incentive stock options contained in
the preceding sentence. Each Stock Option shall be evidenced by a
written agreement (the " Option Agreement
") in a form approved by the Committee, which shall be executed on
behalf of the Company and by the Employee to whom the Stock Option
is granted, and which shall be subject to the terms and conditions
of this Plan. In the discretion of the Committee, Stock Options may
include provisions (which need not be uniform), authorized by the
Committee, in its discretion, that accelerate an Employee’s
rights to exercise Stock Options following a "Change in Control,"
upon termination of the Employee’s employment by the Company
without "Cause" or by the Employee for "Good Reason," as such terms
are defined in Section 3.1 hereof. The holder of a Stock Option
shall not be entitled to the privileges of stock ownership as to
any shares of the Common Stock not actually issued to such
holder.
2.2
Purchase Price . The purchase price (the "
Exercise Price ") of shares of the Common
Stock subject to each Stock Option (the " Option
Shares ") shall be determined by the Committee at the
time of grant but, in the case of an incentive stock option, shall
not be less than 100 percent of the Fair Market Value on the date
of the grant of the option, and in the case of any other stock
option, shall not be less than 85 percent of the Fair Market Value
on the date of the grant of the option. For an Employee holding or
who is deemed to be holding (by reason of the attribution rules
applicable under Section 424(d) of the Code) greater than 10% of
the total voting power of all stock of the Company, the Exercise
Price of an incentive stock option shall be at least 110% of the
Fair Market Value of the Common Stock on the date of the grant of
the option. As used herein, "Fair Market Value" means the mean
between the highest and lowest reported sales prices of the Common
Stock on the New York Stock Exchange Composite Tape or, if not
listed on such exchange, on any other national securities exchange
on which the Common Stock is listed or on The Nasdaq Stock Market,
or, if not so listed on any other national securities exchange or
The Nasdaq Stock Market, then the average of the bid price of the
Common Stock during the last five trading days on the OTC Bulletin
Board immediately preceding the last trading day prior to the date
with respect to which the Fair Market Value is to be determined. If
the Common Stock is not then publicly traded, then the Fair Market
Value of the Common Stock shall be the book value of the Company
per share as determined on the last day of March, June, September,
or December in any year closest to the date when the determination
is to be made. For the purpose of determining book value hereunder,
book value shall be determined by adding as of the applicable date
called for herein the capital, surplus, and undivided profits of
the Company, and after having deducted any reserves theretofore
established; the sum of these items shall be divided by the number
of shares of the Common Stock outstanding as of said date, and the
quotient thus obtained shall represent the book value of each share
of the Common Stock of the Company.
2.3
Option Period . The Stock Option period
(the " Term ") shall commence on the date
of grant of the Stock Option and shall be 10 years or such shorter
period as is determined by the Committee. Each Stock Option shall
provide that it is exercisable over its term in such periodic
installments as the Committee in its sole discretion may determine.
Such provisions need not be uniform. Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "
Exchange Act ") exempts persons normally
subject to the reporting requirements of Section 16(a) of the
Exchange Act (the " Section 16 Reporting
Persons ") pursuant to a qualified employee stock
option plan from the normal requirement of not selling until at
least six months and one day from the date the Stock Option is
granted.
2.4
Exercise of Options .
2.4.1
Each Stock Option may be exercised in whole or in part (but
not as to fractional shares) by delivering it for surrender or
endorsement to the Company, attention of the Corporate Secretary,
at the principal office of the Company, together with payment of
the Exercise Price and an executed Notice and Agreement of Exercise
in the form prescribed by Section 2.4.2. Payment may be made (a) in
cash, (b) by cashier’s or certified check, (c) by surrender
of previously owned shares of the Common Stock valued pursuant to
Section 2.2 (if the Committee authorizes payment in stock in its
discretion), (d) by withholding from the Option Shares which would
otherwise be issuable upon the exercise of the Stock Option that
number of Option Shares equal to the exercise price of the Stock
Option, if such withholding is authorized by the Committee in its
discretion, (e) in the discretion of the Committee, by the delivery
to the Company of the optionee’s promissory note secured by
the Option Shares, bearing interest at a rate sufficient to prevent
the imputation of interest under Sections 483 or 1274 of the Code,
and having such other terms and conditions as may be satisfactory
to the Committee., or (f) if the Employee and the Company so agree,
deliver to the Optionee’s NASD licensed broker-dealer and to
the Company an irrevocable notice of exercise of the option,
together with irrevocable instructions from the Optionee to the
Company to deliver the Option Shares to the broker-dealer. Upon
receipt of such notice, the Company shall immediately deliver to
the Employee’s broker-dealer the share certificate(s)
representing the Option Shares so purchased, and upon receipt of
such certificate(s), the broker shall sell the Option Shares and
remit the purchase price for all Option Shares then being
purchased, and any withholding taxes to the Corporation.
Subject to the
provisions of this Section 2.4 and Section 2.5, the Employee shall
have the right to exercise the Employee’s Stock Options at
the rate of at least twenty percent (20%) per year over five (5)
years from the date the stock option is granted.
2.4.2
Exercise of each Stock Option is conditioned upon the
agreement of the Employee to the terms and conditions of this Plan
and of such Stock Option as evidenced by the Employee’s
execution and delivery of a Notice and Agreement of Exercise in a
form to be determined by the Committee in its discretion. Such
Notice and Agreement of Exercise shall set forth the agreement of
the Employee that (a) no Option Shares will be sold or otherwise
distributed in violation of the Securities Act of 1933, as amended
(the " Securities Act ") or any other
applicable federal or state securities laws, (b) each Option Share
certificate may be imprinted with legends reflecting any applicable
federal and state securities law restrictions and conditions, (c)
the Company may comply with said securities law restrictions and
issue "stop transfer" instructions to its Transfer Agent and
Registrar without liability, (d) if the Employee is a Section 16
Reporting Person, the Employee will furnish to the Company a copy
of each Form 4 or Form 5 filed by said Employee and will timely
file all reports required under federal securities laws, and (e)
the Employee will report all sales of Option Shares to the Company
in writing on a form prescribed by the Company.
2.4.3
No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal
and state securities laws, and all other legal requirements, have
been fully complied with. At no time shall the total number of
securities issuable upon the exercise of all outstanding options
under this Plan, and the total number of securities provided for
under any bonus or similar plan or agreement of the Company exceed
a number of securities which is equal to 30 percent (30%) of the
then outstanding securities of the Company, unless a percentage
higher than 30 percent (30%) is approved by at least a two-thirds
of the outstanding securities entitled to vote. The Company will
use reasonable efforts to maintain the effectiveness of a
registration statement under the Securities Act (a "
Registration Statement ") for the issuance
of Stock Options and shares acquired thereunder, but there may be
times when no such Registration Statement will be currently
effective. The exercise of Stock Options may be temporarily
suspended without liability to the Company during times when no
such Registration Statement is currently effective, or during times
when, in the reasonable opinion of the Committee, such suspension
is necessary to preclude violation of any requirements of
applicable law or regulatory bodies having jurisdiction over the
Company. If any Stock Option would expire for any reason except the
end of its term during such a suspension, then if exercise of such
Stock Option is duly tendered before its expiration, such Stock
Option shall be exercisable and exercised (unless the attempted
exercise is withdrawn) as of the first day after the end of such
suspension. The Company shall have no obligation to file any
Registration Statement covering resales of Option Shares.
2.5
Continuous Employment . Except as provided
in Section 2.7 below, an Employee may not exercise a Stock Option
unless from the date of grant to the date of exercise the Employee
remains continuously in the employ of the Company (which shall be
deemed to included Employees who are "leased" by the Company from a
third party). For purposes of this Section 2.5, the period of
continuous employment of an Employee with the Company shall be
deemed to include (without extending the term of the Stock Option)
any period during which the Employee is on leave of absence with
the consent of the Company, provided that such leave of absence
shall not exceed three months and that the Employee returns to
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