USA TELCOM INTERNATIONALE
2004 EMPLOYEE STOCK INCENTIVE PLAN
1. GENERAL
PROVISIONS.
1.1 PURPOSE. This 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 USA
Telcom Internationale, 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 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 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; 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.
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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 6,000,000 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.
The exercise price per share for the Stock covered by a Stock
Option
shall be determined by the Committee at the
time of grant but in the case of
Incentive Stock Options shall not be less
than 100% of the Fair Market Value on
the date of grant. If an employee owns or
is deemed to own (by reason of the
attribution rules applicable under Section
424(d) of the Code) more than 10% of
the combined voting power of all classes of
stock of the Company or any parent
or subsidiary corporation and an Incentive
Stock Option is granted to such
employee, the option price of such
Incentive Stock Option shall be not less than
110% of the Fair Market Value on the grant
date.
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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. 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.
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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. 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.
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2.5 CONTINUOUS EMPLOYMENT. Exc
