EXHIBIT 4.1
PLANETLINK COMMUNICATIONS, INC.
EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2005
1. General Provisions.
1.1 Purpose.
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
Planetlink Communications, Inc., a Georgia 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.
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 Georgia 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
this Plan. The maximum
number of shares of
the
Common Stock that may be issued pursuant to this Plan shall be 60,000,000
subject 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
1
<PAGE>
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 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.
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 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. 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
<PAGE>
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 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, 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. 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 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 include
any period during which the Employee
is a member of the Armed Forces of the
United States, provided t
