AMERINET GROUP.COM, INC.
2001 OFFICERS' & DIRECTORS' STOCK OPTION PLAN
EFFECTIVE AS OF JANUARY 1, 2001
CERTIFICATE OF AWARD
STATE OF FLORIDA }
COUNTY OF MARION } SS.:
Pursuant to a duly adopted resolution of the Option Plan Committee of its
Board of Directors, AmeriNet Group.com, Inc., a publicly held Delaware
corporation with a class of securities registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (hereinafter referred to as the
"Corporation"), intending to be legally bound, hereby certifies that the
individual whose name is set forth below (the "Participant") has received an
award of Incentive Stock Options [_] Non Qualified Stock Options [X] (the
"Award" and the "Option," respectively) under and pursuant to its 2001 officers'
& directors' stock option plan, effective as of January 1, 2001 (the "Plan"), a
copy of which has been heretofore filed with the United States Securities and
Exchange Commission.
All provisions of the Plan not specifically inconsistent herewith are
hereby incorporated by reference.
Date of Grant: April 16, 2001
Name of Recipient: _______________________________
Number of shares of common stock, $0.01 par value, underlying the Option:______
Exercise price per share: $0.27
Earliest date that the Option may be exercised: April 16, 2001
Latest date that the Option may be exercised: December 31, 2003
Investment Representation:
The Option is [_] is not [X] transferable (except as legally required by
operation of law, e.g., by testamentary disposition or intestate succession).
The Option has [_] has not [X] been registered under applicable federal and
state securities laws. If it has not been registered, neither the Option
(whether or not otherwise transferable) or the underlying shares of common stock
may be sold, transferred or hypothecated until the legal restrictions on sale
are no longer applicable and such inapplicability is demonstrated to the
satisfaction of the Corporation and its legal counsel.
The shares of common stock underlying the Option have [_] have not [X] been
registered under applicable federal and state securities laws. If they have not
been registered, the underlying shares of common stock may be sold, transferred
or hypothecated until the legal restrictions on sale are no longer applicable
and such inapplicability is demonstrated to the satisfaction of the Corporation
and its legal counsel.
Withholding Taxes:
A. The Corporation shall have the right to deduct from all cash payments owed
to the Participant for any reason, any federal, state, local or foreign
taxes required by law to be withheld with respect to any Plan Awards.
B. In the case of the issuance or distribution of Common Stock or other
securities hereunder, either directly or upon the exercise of or payment
upon any Plan Award, the Corporation, as a condition of such issuance or
distribution, may require the payment (through withholding from the
Participant's salary, reduction of the number of shares of Common Stock or
other securities to be issued, or otherwise) of any such taxes.
C. The Participant may satisfy the withholding obligations by paying to the
Corporation a cash amount equal to the amount required to be withheld or by
tendering to the Corporation a number of shares of Common Stock
having a value equivalent to such cash amount, or by use of any available
procedure as described under Article Three of the Plan.
Exercise Upon Participant's Termination of Employment:
A. If the employment of the Participant by the Corporation or by any Parent or
Subsidiary is terminated for any reason other than death, any Incentive
Stock Option granted to the Participant may not be exercised later than
three months (one year in the case of termination due to Disability) after
the date of such termination of employment.
B. The reduction in the ownership of any Subsidiary by the Corporation below
one share more than 50% shall be deemed a termination of the employment of
the Participant if the Participant's determination of required status under
this Plan is predicated on the Participant's status in connection with such
Subsidiary.
Maximum Amount of Incentive Stock Options.
With reference to Incentive Stock Options, to the extent the aggregate of
the Fair Market Value of the shares of Common Stock (determined as of the time
of the grant of the Option) subject to such Incentive Stock Option and the fair
market values (determined as of the date(s) of grant of the option(s) of all
other shares of Common Stock subject to incentive stock options granted to the
Participant by the Corporation or any Parent or Subsidiary, which are
exercisable for the first time by any person during any calendar year, exceed(s)
one hundred thousand dollars ($100,000), such excess shares of Common Stock
shall not be deemed to be purchased pursuant to Incentive Stock Options. The
terms of the immediately preceding sentence shall be applied by taking all
options, whether or not granted under this Plan, into account in the order in
which they are granted.
* * * *
In Witness Whereof, pursuant to a duly adopted resolution of the Option
Plan Committee of the Corporation's Board of Directors, currently in effect, the
undersigned have executed this Indenture, by and on behalf of the Corporation.
AmeriNet Group.com, Inc.
Dated: ________________
By:___________________________
Edward C. Dmytryk
President
{Corporate Seal}
Attest:______________________
Vanessa H. Lindsey
Secretary
Before me, an officer duly authorized to administer oaths by the State of
Florida, did personally appear Edward C. Dmytryk and Vanessa H. Lindsey, known
to me, who being duly sworn, did certify to me, in my presence, that they
executed this Indenture, in the capacities indicated, on the date set forth
above, as the act of AmeriNet Group.com, Inc., a publicly held Delaware
corporation with a class of securities registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Corporation"), pursuant to
authority of a duly promulgated and currently effective resolution of its duly
elected and serving Board of Directors, and that by such action, the Corporation
has become bound by the terms hereof.
Witness my hand and seal, this 16th day of April, 2001. My commission
expires:
{Notarial Seal}
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Notary Public