|
EXHIBIT 4(B)
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
INCENTIVE STOCK OPTION PLAN
1. Purpose. The purpose of this Incentive Stock Option Plan
(the "Plan") is to advance the interests of Global
Entertainment
Holdings/Equities, Inc. and any subsidiary corporation
(hereinafter referred to
as the "Company") and all of its shareholders, by strengthening
the Company's
ability to attract and retain in its employ individuals of
training, experience,
and ability, and to furnish additional incentive to officers and
valued
employees upon whose judgment, initiative, and efforts the
successful conduct
and development of its business largely depends, by encouraging
such officers
and employees to become owners of capital stock of the
Company.
This will be effected through the granting of stock options
as herein provided, which options are intended to qualify as
"Incentive Stock
Options" within the meaning of Section 422 of the Internal
Revenue Code, as
amended (the "Code").
2. Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the directors duly appointed to
administer the Plan.
(c) "Common Stock" means the Company's Common Stock.
(d) "Date of Grant" means the date on which an Option is
granted under the Plan.
(e) "Option" means an Option granted under the Plan.
(f) "Optionee" means a person to whom an Option, which
has not expired, has been granted under the Plan.
(g) "Successor" means the legal representative of the
estate of a deceased optionee or the person or persons who
acquire the right to
exercise an Option by bequest or inheritance or by reason of the
death of any
Optionee.
3. Administration of Plan. The Plan shall be administered by
the Company's Board of Directors or in the alternative, by a
committee of two or
more directors appointed by the Board (the "Committee"). If a
Committee should
be appointed, the Committee shall report all action taken by it
to the Board.
The Committee shall have full and final authority in its
discretion, subject to
the provisions of the Plan, to determine the individuals to whom
and the time or
times at which Options shall be granted and the number of shares
and purchase
price of Common Stock covered by each Option; to construe and
interpret the
Plan; to determine the terms and provisions of the respective
Option agreements,
which need not be identical, including, but without limitation,
terms covering
the payment of the Option Price; and to make all other
determinations and take
<PAGE>
all other actions deemed necessary or advisable for the proper
administration of
the Plan. All such actions and determinations shall be
conclusively binding for
all purposes and upon all persons.
4. Common Stock Subject to Options. The aggregate number of
shares of the Company's Common Stock which may be issued upon
the exercise of
Options granted under the Plan shall not exceed 10,000,000. The
shares of Common
Stock to be issued upon the exercise of Options may be
authorized but unissued
shares, shares issued and reacquired by the Company or shares
bought on the
market for the purposes of the Plan. In the event any Option
shall, for any
reason, terminate or expire or be surrendered without having
been exercised in
full, the shares subject to such Option but not purchased
thereunder shall again
be available for Options to be granted under the Plan.
The aggregate fair market value (determined as of the time
any
option is granted) of the stock for which any employee may be
granted options
which are first exercisable in any single calendar year under
this Plan (and any
other plan of the Company meeting the requirements for Incentive
Stock Option
Plans) shall not exceed $100,000.
5. Participants. Options will be granted only to persons who
are employees of the Company or subsidiaries of the Company and
only in
connection with any such person's employment. The term
"employees" shall include
officers as well as other employees, and the officers and other
employees who
are directors of the Company. The Committee will determine the
employees to be
granted options and the number of shares subject to each
option.
6. Terms and Conditions of Options. Any Option granted under
the Plan shall be evidenced by an agreement executed by the
Company and the
recipient and shall contain such terms and be in such form as
the Committee may
from time to time approve, subject to the following limitations
and conditions:
(a) Option Price. The purchase price of each option
shall not be less than 100% of the fair market value of the
Company's common
stock at the time of the granting of the option provided,
however, if the
optionee, at the time the option is granted, owns stock
possessing more than 10%
of the total combined voting power of all classes of stock of
the Company, the
purchase price of the option shall not be less than 110% of the
fair market
value of the stock at the time of the granting of the
option.
(b) Period of Option. The maximum period for exercising
an option shall be 10 years from the date upon which the option
is granted,
provided, however, if the optionee, at the time the option is
granted, owns
stock possessing more than l0% of the total combined voting
power of all classes
of stock of the Company, the maximum period for exercising an
option shall be
five years from the date upon which the option is granted and
provided further,
however, that these periods may be shortened in accordance with
the provisions
of Paragraph 7 below.
Subject to the foregoing, the period during which each option
may
be exercised, and the expiration date of each Option shall be
fixed by the
Committee.
2
<PAGE>
If an optionee shall cease to be employed by the Company due
to
disability, as defined in Section 22(e)(3) of the Code, he may,
but only within
the one year next succeeding such cessation of employment,
exercise his option
to the extent that he was entitled to exercise it on the date of
such cessation.
The Plan will not confer upon any optionee any right with
respect to continuance
of employment by the Company, nor will it interfere in any way
with his right,
or his employer's right, to terminate his employment at any
time.
(c) Vesting of Shareholder Rights. Neither an Optionee
nor his successor shall have any
| 
