<PAGE>
Exhibit 99.1
NETLI, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
1. Purpose
of the Plan. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of
substantial
responsibility, to provide additional incentive to the Employees
and Consultants
of the Company and to promote the success of the Company's
business.
Options
granted hereunder may be either Incentive Stock Options or
Nonstatutory Stock Options, at the discretion of the Board and as
reflected in
the terms of the written option agreement.
2.
Definitions. As used herein, the following definitions shall
apply:
(a) "Acquisition" shall mean:
(i) any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934) who is or becomes the
"beneficial
owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of
securities of the Company representing 50% or more of the total
voting power
represented by the Company's then outstanding voting
securities;
(ii) any consolidation or merger of the Company with or into
any other corporation or other entity or person in which the
stockholders of the
Company prior to such consolidation or merger own less than fifty
percent (50%)
of the Company's voting power immediately after such consolidation
or merger,
excluding any consolidation or merger effected exclusively to
change the
domicile of the Company; or
(iii) the sale, transfer or other disposition of all or
substantially all of the Company's assets or a complete liquidation
or
dissolution of the Company.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(d) "Committee" shall mean the Committee appointed by the Board
in
accordance with paragraph (a) of Section 4 of the Plan, or, if no
Committee is
appointed, then the Board.
(e) "Common Stock" shall mean the Common Stock, par value $0.001
per
share, of the Company.
(f) "Company" shall mean Netli, Inc., a Delaware corporation.
1
<PAGE>
(g) "Consultant" shall mean any person who is engaged by the
Company
or any Parent or Subsidiary to render consulting services and is
compensated for
such consulting services, and any director or advisory committee
member of the
Company whether compensated for such services or not; provided,
that if and in
the event the Company registers any class of any equity security
pursuant to
Section 12 of the Exchange Act, the term Consultant shall
thereafter not include
directors who are not compensated for their services or are paid
only a
director's fee by the Company.
(h) "Continuous Status as an Employee or Consultant" shall mean
the
absence of any interruption or termination of service as an
Employee or
Consultant. Continuous Status as an Employee or Consultant shall
not be
considered interrupted in the case of sick leave, military leave or
any other
leave of absence approved by the Board; provided, that such leave
is for a
period of not more than 90 days or reemployment upon the expiration
of such
leave is guaranteed by contract or statute.
(i) "Disinterested Person" shall mean a director (i) who is
not,
during the one year prior to service as an administrator of the
Plan pursuant to
Section 4(a), or during such service, granted or awarded equity
securities
pursuant to the Plan or any other plan of the Company or any of its
affiliates
except as permitted by Rule 16b-3(b)(3)(i)(A)-(D) under the
Exchange Act or (ii)
who is otherwise considered to be a "disinterested person" in
accordance with
Rule 16b-3(b)(3)(ii), or any other applicable rules, regulations
or
interpretation of the Securities Exchange Commission. Any such
person shall
otherwise comply with the requirements of Rule 16b-3 under the
Exchange Act.
(j) "Employee" shall mean any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of
the Company.
The payment of a director's fee by the Company shall not be
sufficient to
constitute "employment" by the Company.
(k) "Exchange Act" shall mean the Securities Exchange Act of
1934,
as amended.
(l) "Incentive Stock Option" shall mean an Option intended to
qualify as an incentive stock option within the meaning of Section
422 of the
Code.
(m) "Nonstatutory Stock Option" shall mean an Option not intended
to
qualify as an Incentive Stock Option.
(n) "Option" shall mean a stock option granted pursuant to the
Plan.
(o) "Optioned Stock" shall mean the Common Stock subject to an
Option.
(p) "Optionee" shall mean an Employee or Consultant who receives
an
Option.
2
<PAGE>
(q) "Parent" shall mean a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.
(r) "Plan" shall mean this Amended and Restated Stock Option
Plan,
as amended, restated or otherwise modified from time to time.
(s)
"Post-Termination Exercise Period" shall mean the period
specified in the Stock Option Agreement of not more than ninety
(90) days for
employees of the Corporation and eight (8) years for Consultants to
the
Corporation commencing on the date of termination, other than
Termination for
Cause by the Corporation or any Subsidiary, of the Optionee's
Continuous Status
as an Employee or Consultant, or such other period as may be
applicable upon
death or permanent disability (as defined in Section 22(e)(3) of
the Internal
Revenue Code of 1986, as amended).
(t) "Share" shall mean a share of the Common Stock, as adjusted
in
accordance with Section 11 of the Plan.
(u) "Stock Option Agreement" shall mean Stock Option Agreement
as
defined in Section 16 of the Plan.
(v) "Subsidiary" shall mean a "subsidiary corporation", whether
now
or hereafter existing, as defined in Section 424(f) of the
Code.
(w) "Termination for Cause" shall mean the termination of service
of
an Employee or Consultant due to dishonesty, violation of any
covenant set forth
in any employment or consulting agreement or a Non-Disclosure and
Developments
Agreement signed by such Employee or Consultant, or refusal or
failure to
perform the duties reasonably assigned to such Employee of
Consultant pursuant
to any employment or consulting agreement.
3. Stock
Subject to the Plan. Subject to the provisions of Section 11 of
the Plan, the maximum aggregate number of shares which may be
optioned and sold
under the Plan is fifteen million ninety-six thousand (15,096,000)
shares of
Common Stock. The Shares may be authorized, but unissued, or
reacquired Common
Stock.
If an Option should expire or become unexercisable for any
reason
without having been exercised in full, the unpurchased Shares which
were subject
thereto shall, unless the Plan shall have been terminated, become
available for
future grant under the Plan. Notwithstanding any other provision of
the Plan,
shares issued under the Plan and later repurchased by the Company
shall not
become available for future grant or sale under the Plan.
4.
Administration of the Plan.
(a) Procedure. The Plan shall be administered by the Board.
3
<PAGE>
(i) The Board may appoint a Committee consisting of not less
than two members of the Board to administer the Plan on behalf of
the Board,
subject to such terms and conditions as the Board may prescribe.
Once appointed,
the Committee shall continue to serve until otherwise directed by
the Board.
Members of the Board who are either eligible for Options or have
been granted
Options may vote on any matters affecting the administration of the
Plan or the
grant of any Options pursuant to the Plan, except that no such
member shall act
upon the granting of an Option to himself, but any such member may
be counted in
determining the existence of a quorum at any meeting of the Board
during which
action is taken with respect to the granting of Options to him.
(ii) Notwithstanding the foregoing subparagraph (i), if and in
any event the Company registers any class of any equity security
pursuant to
Section 12 of the Exchange Act, any grants of Options to officers
or directors
shall only be made by the Board, if each member of the Board is a
Disinterested
Person; provided, however, if each member of the Board is not a
Disinterested
Person, then grants of Options to officers or directors shall only
be made by a
Committee of two or more directors, each of whom is a Disinterested
Person.
(iii) Subject to the foregoing subparagraphs (i) and (ii),
from time to time the Board may increase the size of the Committee
and appoint
additional members thereof, remove members (with or without cause)
and appoint
new members in substitution therefor, fill vacancies however
caused, or remove
all members of the Committee and thereafter directly administer the
Plan.
(b) Powers of the Committee. Subject to the provisions of the
Plan,
the Committee shall have the authority, in its discretion: (i) to
grant
Incentive Stock Options or Nonstatutory Stock Options except to
officers of the
Corporation; (ii) to recommend to the Board grants of Incentive
Stock Options or
Nonstatutory Stock Options to officers of the Corporation; (iii) to
recommend to
the Board, upon review of relevant information and in accordance
with Section
8(b) of the Plan, the fair market value of the Common Stock; (iv)
to recommend
to the Board the exercise price per share of Options to be granted,
which
exercise price shall be determined in accordance with Section 8(a)
of the Plan;
(v) to determine the Employees or Consultants to whom, and the time
or times at
which, Options shall be granted and the number of shares to be
represented by
each Option; (vi) to interpret the Plan; (vii) to prescribe, amend
and rescind
rules and regulations relating to the Plan; (viii) to determine the
terms and
provisions of each Option granted (which need not be identical)
and, with the
consent of the holder thereof, modify or amend each Option; (ix) to
defer (with
the consent of the Optionee) the exercise date of any Option,
consistent with
the provisions of Section 5 of the Plan; (x) to authorize any
person to execute
on behalf of the Company any instrument required to effectuate the
grant of an
Option previously granted by the Board; and (xi) to make all
other
determinations deemed necessary or advisable for the administration
of the Plan.
4
<PAGE>
(c) Effect of Committee's Decision. All decisions,
determinations
and interpretations of the Committee, with the exception of
recommendations to
the Board, shall be final and binding on all Optionees and any
other holders of
any Options granted under the Plan.
5.
Eligibility.
(a) Nonstatutory Stock Options may be granted only to Employees
and
Consultants. Incentive Stock Options may be granted only to
Employees. An
Employee or Consultant who has been granted an Option may, if he is
otherwise
eligible, be granted an additional Option or Options.
(b) In the event that stock options designated as Incentive
Stock
Options have been granted to an Employee which, when aggregated
with all other
incentive stock options granted to such Employee by the Company or
any Parent or
Subsidiary, would result in Shares having an aggregate fair market
value
(determined for each Share as of the date of grant of the Option
covering such
Share) in excess of one hundred thousand dollars ($100,000)
becoming first
available for purchase upon exercise of one or more incentive stock
options
during any calendar year any options in excess of that amount shall
be treated
for all purposes as Nonstatutory Stock Options.
(c) Section 5(b) of the Plan shall apply only to an Incentive
Stock
Option evidenced by an "Incentive Stock Option Agreement" which
sets forth the
intention of the Company and the Optionee that such Option shall
qualify as an
Incentive Stock Option. Section 5(b) of the Plan shall not apply to
any Option
evidenced by a "Nonstatutory Stock Option Agreement" which sets
forth the
intention of the Company and the Optionee that such Option shall be
a
Nonstatutory Stock Option.
(d) The Plan shall not confer upon any Optionee any right with
respect to continuation of employment or consulting relationship
with the
Company, nor shall it interfere in any way with his right or the
Company's right
to terminate his employment or consulting relationship at any time,
with or
without cause.
6. Term of
Plan. The Plan shall become effective upon the earlier to occur
of its adoption by the Board or its approval by the stockholders of
the Company
as described in Section 17 of the Plan. It shall continue in effect
for a term
of 10 years unless sooner terminated under Section 13 of the Plan.
Termination
of the Plan shall not affect the obligations of the Company or the
rights of
Optionees pursuant to Options outstanding on the date of
termination.
7. Term of
Option. The term of each Incentive Stock Option shall be 10
years from the date of grant thereof or such shorter term as may be
provided in
the Incentive Stock Option Agreement. The term of each Nonstatutory
Stock Option
shall be 10 years from the date of grant thereof or such shorter
term as may be
provided in the Nonstatutory Stock Option Agreement. However,
