Exhibit 4.7
CipherTrust,
Inc.
2000 STOCK OPTION
PLAN
(As Amended through July 3,
2003)
I. PURPOSE.
CipherTrust, Inc.
(“Company”) 2000 Stock Option Plan is intended to
encourage stock ownership by officers and other key employees of
the Company and of its subsidiaries, to provide them with a
proprietary interest or to increase their proprietary interest in
the Company’s success and/or to encourage them to remain in
the employ of the Company or any of its subsidiaries.
II. DEFINITIONS
Where the following words appear in
the Plan, they shall have the respective meanings set forth below,
unless their context clearly indicates a contrary
meaning:
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A.
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Board of
Directors - The Board of Directors of the Company.
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B.
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Code - The
Internal Revenue Code of 1986, as amended, including amendments
hereafter adopted.
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C.
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Committee - The
Compensation Committee of the Board of Directors or any successor
Committee appointed by the Board of Directors. In the absence of
the appointment of the Committee, the Board of Directors of the
Company shall exercise all of the powers of the Committee under the
Plan.
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D.
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Company -
CipherTrust, Inc, a Georgia corporation, which is the parent
corporation as defined in Subsections 424(e) and (g) of the
Code.
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E.
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Employee -
Employee shall mean any officer or other key employee (including an
officer or other key employee who is also a director) employed on a
full-time basis by the Company or any present or future Parent or
Subsidiary.
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F.
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ISO - An option
granted under the Plan which constitutes an incentive stock option
within the meaning of Section 422 of the Code.
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G.
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Non-Qualified
Stock Option or NQSO - An option granted under the Plan which does
not qualify as an ISO.
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H.
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Option - An
option granted under the Plan which may be either an ISO or a
Non-Qualified Stock Option.
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I.
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Option
Agreement - The document setting forth the terms and conditions of
each Option.
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J.
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Optionee - The
holder of an Option.
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K.
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Parent - Parent
shall mean any present or future corporation as defined in
Subsections 424(e) and (g) of the Code.
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L.
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Plan -
CipherTrust, Inc. 2000 Stock Option Plan, as the same may be
amended from time to time in accordance with the terms
hereof.
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M.
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Shares - The
shares of common stock of the Company, $.001 par value, subject to
adjustment and substitution as provided in Paragraph V of the
Plan.
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N.
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Subsidiary -
Any present or future subsidiary of the Company as defined in
Subsections 424(f) and (g) of the Code.
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III. ADMINISTRATION.
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A.
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The Committee
shall have full and complete authority in its sole discretion, but
subject to the express provisions of the Plan: to grant Options; to
determine the option price of the Shares covered by each Option; to
determine the Employees of the Company and of its Subsidiaries to
whom, and the time or times at which, Options shall be granted; to
determine the number of Shares to be covered by each Option; to
interpret the Plan; to prescribe, amend and rescind rules and
regulations relating to the Plan; to determine the terms and
provisions of each option grant and Option Agreement (which terms
need not be identical); to determine the vesting schedule of each
Option ( including the acceleration thereof); to cancel and amend
Options (with the consent of the holder of the Option where
required); to impose such conditions on the grant of Options as it
determines to be appropriate, including the surrender of
outstanding stock options issued under the Plan or any other stock
option plan, regardless of the option price; and to make all other
determinations and rules and take such other action deemed
necessary or advisable for the administration of the Plan. In
addition, the Committee may extend the duration of any NQSO for a
period not to exceed one year subject to the provisions of
Paragraph VI B hereof without changing the option price upon such
terms as the Committee may deem advisable.
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B.
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Each
determination, interpretation, rule or other action made or taken
pursuant to the Plan by the Committee shall be final and conclusive
for all purposes and binding upon all persons, including, but
without limitation thereto, the Company, Subsidiaries, the Board of
Directors, the Committee, Employees of the Company and its
Subsidiaries and Optionees and their respective successors in
interest.
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C.
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The Committee
shall consist of not less than two (2) directors. In the event
any class of equity security of the Company is registered pursuant
to Section 12 of the Securities Exchange Act of 1934
(“34 Act”), each member of the Committee shall be a
member of the Board of Directors who is not eligible to participate
under the Plan and who has not been granted or awarded equity
securities of the Company for at least one year prior to the time
the director becomes a member of the Committee or during such
service on the Committee pursuant to the Plan or any other
“plan” within the meaning of Rule 16b-3 promulgated
under the 34 Act, except as otherwise permitted under Rule 16b-3
(or any successor rule or regulation).
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CipherTrust Stock Option
Plan
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D.
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The Board of
Directors may designate one (1) of the members of the
Committee as its chairperson and the Committee shall hold its
meetings at such times and places as it shall deem advisable. A
majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its
members present at a meeting at which a quorum was present. Any
decision or determination reduced to writing and signed by all the
members of the Committee shall be effective as if it had been made
by a vote at a meeting duly called and held. The Committee shall
keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem
advisable.
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E.
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No member of
the Committee shall be liable for any action or determination made
in good faith with respect to the administration of the Plan and
the granting of Options thereunder.
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IV. ELIGIBILITY AND LIMITATIONS.
Options may be granted only to
Employees of the Company or of any Subsidiary or Parent. Persons
who are not Employees of the Company or of a Subsidiary or Parent
will not be eligible to receive an ISO. In determining the number
of shares to be covered by each Option, subject to Paragraph V
hereof, and persons to whom Options shall be granted, the Committee
shall take into account such factors as it shall deem relevant in
connection with accomplishing the purpose of the Plan as set forth
in Paragraph I hereof. Any person who has been granted an Option
may be granted an additional Option or Options if the Committee
shall so determine. No ISO shall be granted to an individual who,
at the time the ISO is granted, owns (within the meaning of
subsection 422(b)(6) of the Code) stock possessing more than 10% of
the total combined voting power of all classes of stock of the
Company or of its Parent or any Subsidiary, unless, at the time the
ISO is granted, the option price is at least 110 percent
(110%) of the fair market value of the Shares subject to the
ISO, and the ISO by its terms is not exercisable after the
expiration of five (5) years from the date the ISO is
granted.
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A.
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ISOs granted to
an Optionee in excess of the limitations set forth in subsection
422(d) of the Code for any calendar year shall be deemed to be a
Non-Qualified Stock Option.
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B.
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Each Option
must be granted prior to the 10th anniversary of the adoption of
the Plan by the Board of Directors.
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V. AVAILABLE SHARES AND STOCK
ADJUSTMENTS.
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A.
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The total
number of Shares that may be issued pursuant to Options granted
under the Plan shall not exceed 7,000,000 Shares, subject to
adjustment as set forth hereinafter. Shares subject to the Plan may
be either authorized but unissued Shares or Shares that were once
issued and subsequently reacquired by the Company. If any Option is
surrendered before exercise or lapses without exercise or for any
other reason ceases to be exercisable, the Shares reserved therefor
shall continue to be available under the Plan. The Company will
reserve and keep available a sufficient number of authorized but
unissued Shares and/or treasury Shares to be issued upon the
exercise of the Options
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CipherTrust Stock Option
Plan
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B.
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In the event of
a stock split, reverse stock split, stock dividend, or a
reclassification of the Shares or other similar action by the
Company, the total number of Shares which may be issued under the
Plan upon the exercise of Options and the total number of Shares
and/or the option price contained in any outstanding Option
pursuant to which Options were granted under the Plan, shall be
appropriately adjusted as determined by the Board of Directors in
its sole discretion. Any such adjustment in the number of Shares
and/or option price of an ISO shall be made in such manner as to
not constitute a modification as defined in Subsection 424(h)(3) of
the Code and only to the extent permitted by Sections 422 and 424
of the Code.
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C.
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In the event of
any merger or consolidation or other reorganization in which the
Company shall be the surviving entity and its shareholders retain
all of the Shares held immediately prior to such event and receive
no securities or other property, there shall be no change in the
securities or the number of Shares that the holder of the Option
will be entitled to receive upon the exercise of the Option or the
option price, except as set forth in Paragraph V.
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D.
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In the event of
any merger or consolidation or other reorganization in which the
Company shall be the surviving entity and its shareholders have a
right to receive securities for or other property in addition to,
the outstanding Shares held, each holder of an outstanding Option
shall be entitled to receive, upon the exercise of the Option, in
lieu of the number of Shares as to which such holder of the Option
would otherwise have been entitled to receive upon the exercise of
the Option immediately prior to such merger or consolidation or
other reorganization, the number and class of shares and other
securities and other property to which such holder of the Option
would have been entitled to receive (or retain) pursuant to the
terms of the merger or consolidation or o
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