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EXHIBIT 4.7
Systinet Corporation
2001 Stock Option and Incentive Plan
1. Purpose and Eligibility
The purpose of this 2001 Stock Option and Incentive Plan (the
"Plan") of Systinet Corporation (the "Company") is to provide stock
options and other equity interests in the Company (each an "Award")
to employees, officers, directors, consultants and advisors of the
Company and its Subsidiaries, all of whom are eligible to receive
Awards under the Plan. Any person to whom an Award has been granted
under the Plan is called a "Participant". Additional definitions
are contained in Section 8.
2. Administration
a.
Administration by Board of Directors. The Plan will be administered
by the Board of Directors of the Company (the "Board"). The Board,
in its sole discretion, shall have the authority to grant and amend
Awards, to adopt, amend and repeal rules relating to the Plan and
to interpret and correct the provisions of the Plan and any Award.
All decisions by the Board shall be final and binding on all
interested persons. Neither the Company nor any member of the Board
shall be liable for any action or determination relating to the
Plan.
b.
Appointment of Committees. To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan
to one or more committees or subcommittees of the Board (a
"Committee"). All references in the Plan to the "Board" shall mean
such Committee or the Board.
c.
Delegation to Executive Officers. To the extent permitted by
applicable law, the Board may delegate to one or more executive
officers of the Company the power to grant Awards and exercise such
other powers under the Plan as the Board may determine, provided
that the Board shall fix the maximum number of Awards to be granted
and the maximum number of shares issuable to any one Participant
pursuant to Awards granted by such executive officers.
3. Stock Available for Awards
a.
Number of Shares. Subject to adjustment under Section 3(c),
the aggregate number of shares of Common Stock of the Company (the
"Common Stock") that may be issued pursuant to the Plan is
42,800,000 shares. If any Award expires, or is terminated,
surrendered or forfeited, in whole or in part, the unissued Common
Stock covered by such Award shall again be available for the grant
of Awards under the Plan. If shares of Common Stock issued pursuant
to the Plan are repurchased by, or are surrendered or forfeited to,
the Company at no more than cost, such shares of Common Stock shall
again be available for the grant of Awards under the Plan;
provided, however, that the cumulative number of such shares that
may be so reissued under the Plan will not exceed 42,800,000
shares. Shares issued under the Plan may consist in whole or in
part of authorized but unissued shares or treasury
shares.
b.
Per-Participant Limit. Subject to adjustment under Section 3(c), no
Participant may be granted Awards during any one fiscal year to
purchase more than 2,000,000 shares of Common Stock.
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c.
Adjustment to Common Stock. In the event of any stock split, stock
dividend, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, combination, exchange of
shares, liquidation, spin-off, split-up, or other similar change in
capitalization or event, (i) the number and class of
securities available for Awards under the Plan and the
per-Participant share limit, (ii) the number and class of
securities, vesting schedule and exercise price per share subject
to each outstanding Option, (iii) the repurchase price per
security subject to repurchase, and (iv) the terms of each
other outstanding stock-based Award shall be adjusted by the
Company (or substituted Awards may be made) to the extent the Board
shall determine, in good faith, that such an adjustment (or
substitution) is appropriate. If Section 7(e)(i) applies for any
event, this Section 3(c) shall not be applicable.
4. Stock Options
a.
General. The Board may grant options to purchase Common Stock
(each, an "Option") and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each
Option and the conditions and limitations applicable to the
exercise of each Option and the Common Stock issued upon the
exercise of each Option, including vesting provisions, repurchase
provisions and restrictions relating to applicable federal or state
securities laws, as it considers advisable.
b.
Incentive Stock Options. An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the Code
(an "Incentive Stock Option") shall be granted only to employees of
the Company and shall be subject to and shall be construed
consistently with the requirements of Section 422 of the Code.
The Board and the Company shall have no liability if an Option or
any part thereof that is intended to be an Incentive Stock Option
does not qualify as such. An Option or any part thereof that does
not qualify as an Incentive Stock Option is referred to herein as a
"Nonstatutory Stock Option."
c.
Exercise Price. The Board shall establish the exercise price (or
determine the method by which the exercise price shall be
determined) at the time each Option is granted and specify it in
the applicable option agreement.
d.
Duration of Options. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Board may specify
in the applicable option agreement.
e.
Exercise of Option. Options may be exercised only by delivery to
the Company of a written notice of exercise signed by the proper
person together with payment in full as specified in
Section 4(f) for the number of shares for which the Option is
exercised.
f.
Payment Upon Exercise. Common Stock purchased upon the exercise of
an Option shall be paid for by one or any combination of the
following forms of payment:
(i)
by check payable to the order of the Company;
(ii)
except as otherwise explicitly provided in the applicable option
agreement, and only if the Common Stock is then publicly traded,
delivery of an irrevocable and unconditional undertaking by a
creditworthy broker to deliver promptly to the Company sufficient
funds to pay the exercise price, or delivery by the Participant to
the Company of a copy of irrevocable and unconditional instructions
to a creditworthy broker to deliver promptly to the Company cash or
a check sufficient to pay the exercise price; or
(iii) to
the extent explicitly provided in the applicable option agreement,
by (x) delivery of shares of Common Stock owned by the
Participant valued at fair market value (as determined by the Board
or as determined pursuant to the applicable option agreement),
(y) delivery of a promissory note of the Participant to the
Company (and delivery to the Company by the Participant of a check
in an amount equal to the par value of the shares purchased), or
(z) payment of such other lawful consideration as the Board
may determine.
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5. Restricted Stock
a.
Grants. The Board may grant Awards entitling recipients to acquire
shares of Common Stock, subject to (i) delivery to the Company
by the Participant of a check in an amount at least equal to the
par value of the shares purchased, and (ii) the right of the
Company to repurchase all or part of such shares at their issue
price or other stated or formula price from the Participant in the
event that conditions specified by the Board in the applicable
Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such
Award (each, a "Restricted Stock Award").
b.
Terms and Conditions. The Board shall determine the terms and
conditions of any such Restricted Stock Award. Any stock
certificates issued in respect of a Restricted Stock Award shall be
registered in the name of the Participant and, unless otherwise
determined by the Board, deposited by the Participant, together
with a stock power endorsed in blank, with the Company (or its
designee). After the expiration of the applicable restriction
periods, the Company (or such designee) shall deliver
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