Exhibit 4.1
EWORLDMEDIA HOLDINGS, INC.
EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 7
1. General Provisions.
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1.1 Purpose.
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This Stock Incentive Plan (the "Plan") is intended to allow
designated officers and employees (all of
whom are sometimes collectively
referred to herein as the "Employees," or
individually as the "Employee")
of EworldMedia Holdings, Inc., a Nevada
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, par value
$0.001 per share (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, who make significant and
extraordinary contributions to the
long-term growth and performance of the
Company, with equity-based
compensation incentives, and to attract and
retain the Employees.
1.2 Administration.
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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 Nevada 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; (d) to establish
the terms and conditions upon which Awards
or Stock Options may be
exercised; (e) to remove or adjust any
restrictions and conditions upon
Awards or Stock Options; (f) 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 (g) 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.
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1.3 Eligibility and Participation.
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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 this Plan.
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The maximum number of shares of the Common Stock that may be
issued pursuant to this Plan shall be
199,000,000 subject to adjustment
pursuant to the provisions of Paragraph
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.
In the
event that any outstanding Stock Option or
Award under this Plan for any
reason expires or is terminated, the shares
of Common Stock allocable to
the unexercised portion of the Stock Option
or Award shall be available for
issuance under the EworldMedia Holdings,
Inc.'s Non-Employee Directors and
Consultants Retainer Stock Plan for the
Year 2004.
2. Provisions Relating to Stock
Options.
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2.1 Grants of Stock Options.
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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 shall constitute "incentive
stock options" within the
meaning of Section 422 of the Code, if so
designated by the Committee on
the date of grant. The Committee shall also have the
discretion to 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 Paragraph 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.
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2.2 Purchase Price.
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The purchase price (the "Exercise Price") of shares of the
Common
Stock subject to each Stock Option (the
"Option Shares") shall not be less
than 85 percent of the Fair Market Value of
the Common Stock on the date of
the grant of the option. For an Employee holding greater
than 10 percent
of the total voting power of all stock of
the Company, either Common or
Preferred, the Exercise Price of an
incentive stock option shall be at
least 110 percent 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.
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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
may determine, subject to the provisions of
Paragraph 2.4.1.
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.
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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
Paragraph 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 Paragraph 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, or (e) in the discretion of the
Committee, by the delivery to
the Company of the optionee's promissory
note secured by the Option Shares,
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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. Subject to
the
provisions of this Paragraph 2.4 and
Paragraph 2.5, the Employee has the
right to exercise his or her Stock Options
at the rate of at least 20
percent per year over five 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
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 of
the then outstanding securities of the
Company, unless a percentage higher
than 30 percent is approved by at least
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 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.
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Except as provided in Paragraph 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.
For purposes of this Paragraph 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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the employ of the Company at the expiration
of such leave of absence. If
the Employee fails to return to the employ
of the Company at the expiration
of such leave of absence, the Employee's
employment with the Company shall
be deemed terminated as of the date such
leave of absence commenced. The
continuous employment of an Employee with
the Company shall also be deemed
to i
