EXHIBIT 99.1
SALES ONLINE DIRECT,
INC.
2001 NON-QUALIFIED STOCK OPTION
PLAN, AS AMENDED
Section I. Purpose of the
Plan.
The purposes of this Sales OnLine
Direct, Inc. 2001 Non-Qualified Stock Option Plan (the “2001
Plan”) are (i) to provide long-term incentives and rewards to
those key employees (the “Employee Participants”) of
Sales OnLine Direct, Inc., a Delaware corporation (the
“Corporation”), and its subsidiaries (if any), and any
other persons (the “Non-employee Participants”) who are
in a position to contribute to the long-term success and growth of
the Corporation and its subsidiaries, (ii) to assist the
Corporation in retaining and attracting executives and key
employees and other persons with requisite experience and ability,
and (iii) to associate more closely the interests of such
executives and key employees and other persons with those of the
Corporation’s stockholders.
Section II. Definitions.
“Code” is the Internal
Revenue Code of 1986, as it may be amended from time to
time.
“Common Stock” is the
common stock, $.001 par value, of the Corporation.
“Committee” is defined
in Section III, paragraph (a).
“Corporation” is defined
in Section I.
“Employee Participants”
is defined in Section I.
“Fair Market Value” of
any property is the value of the property as reasonably determined
by the Committee.
“Incentive Stock Option”
is a stock option which is treated as an incentive stock option
under Section 422 of the Code.
“2001 Plan” is defined
in Section I.
“Non-employee
Participants” is defined in Section I.
“Non-qualified Option”
is a Stock Option which does not qualify as an Incentive Stock
Option or for which the Committee provides, in the terms of such
option and at the time such option is granted, that the option
shall not be treated as an Incentive Stock Option.
“Parent Corporation” has
the meaning provided in Section 424(e) of the Code.
“Participants” are all
persons who are either Employee Participants or Non-employee
Participants.
“Permanent and Total
Disability” has the meaning provided in Section 22(e)(3) of
the Code.
“Rule 16b-3” means
Securities and Exchange Commission Rule 16b-3.
“Section 16” means
Section 16 of the Securities Exchange Act of 1934, as amended, or
any similar or successor statute, and any rules, regulations, or
policies adopted or applied thereunder.
“Stock Options” are
rights granted pursuant to this 2001 Plan to purchase shares of
Common Stock at a fixed price.
“Subsidiary Corporation”
has the meaning provided in Section 424(f) of the Code.
Section III.
Administration.
(a) The
Committee. This 2001 Plan shall be administered by the Board of
Directors or by a compensation committee consisting solely of two
or more “non-employee directors”, as defined in Rule
16b-3, who shall be designated by the Board of Directors of the
Corporation (the administering body is hereafter referred to as the
“Committee”). The Committee shall serve at the pleasure
of the Board of Directors, which may from time to time, and in its
sole discretion, discharge any member, appoint additional new
members in substitution for those previously appointed and/or fill
vacancies however caused. A majority of the Committee shall
constitute a quorum and the acts of a majority of the members
present at any meeting at which a quorum is present shall be deemed
the action of the Committee.
(b) Authority
and Discretion of the Committee. Subject to the express provisions
of this 2001 Plan and provided that all actions taken shall be
consistent with the purposes of this 2001 Plan, and subject to
ratification by the Board of Directors only if required by
applicable law, the Committee shall have full and complete
authority and the sole discretion to: (i) determine those persons
who shall constitute key employees eligible to be Employee
Participants and others who shall be eligible as Non-employee
Participants; (ii) select the Participants to whom Stock Options
shall be granted under this 2001 Plan; (iii) determine the size and
the form of the Stock Options, if any, to be granted to any
Participant; (iv) determine the time or times such Stock Options
shall be granted including the grant of Stock Options in connection
with other awards made, or compensation paid, to the Participant;
(v) establish the terms and conditions upon which such Stock
Options may be exercised and/or transferred, including the exercise
of Stock Options in connection with other awards made, or
compensation paid, to the Participant; (vi) make or alter any
restrictions and conditions upon such Stock Options and the Stock
received on exercise thereof, including, but not limited to,
providing for limitations on the Participant’s right to keep
any Stock received on termination of employment; (vii) determine
whether the Participant or the Corporation has achieved any goals
or otherwise satisfied any conditions or requirements that may be
imposed on or related to the exercise of Stock Options; and (viii)
adopt such rules and regulations, establish, define and/or
interpret these and any other terms and conditions, and make all
determinations (which may be on a case-by-case basis) deemed
necessary or desirable for the administration of this 2001
Plan.
(c) Applicable
Law. This 2001 Plan and all Stock Options shall be governed by the
law of the state in which the Corporation is
incorporated.
Section IV. Terms of Stock
Options.
(a) Agreements.
Stock Options shall be evidenced by a written agreement between the
Corporation and the Participant awarded the Stock Option. This
agreement shall be in such form, and contain such terms and
conditions (not inconsistent with this 2001 Plan) as th
