AmeriNet Group.com, Inc.
Non-Qualified Stock Option & Stock Incentive Plan
Effective as of January 1 , 2000
AmeriNet Group.com, Inc.
Non-Qualified Stock Option & Stock Incentive Plan Indenture
State of Florida}
County of Palm Beach} ss.:
Pursuant to a duly adopted resolution of the Board of Directors, currently
in effect, and as authorized by the certificate of incorporation, bylaws and all
applicable federal and state laws, 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 establishes and
publishes an incentive compensation plan to be known as the "AmeriNet Group.com,
Inc. Non-Qualified Stock Option & Stock Incentive Plan" (hereinafter referred to
as the "Plan"), as follows:
Witnesseth:
ARTICLE ONE
INTRODUCTION
(a)Pursuant to the provisions, conditions and requirements set forth below, this
Plan hereby authorizes the grant of Non-Qualified Stock Options and Incentive
Stock Options, as such terms are defined in the Code and the rules and
regulations promulgated thereunder.
(b)This Plan shall become effective on January 1, 2000.
(c)The purpose of this Plan is to promote the success and enhance the value of
the Corporation by linking the personal interests of Participants to those of
the Corporation's stockholders by providing Participants with an incentive for
outstanding performance.
(d)This Plan is further intended to assist the Corporation in its ability to
acquire compatible businesses and to retain the services of, Participants upon
whose judgment, interest and special effort the successful conduct of the
Corporation's operations is largely dependent, and to align their personal
interests with those of the Corporation and its stockholders.
ARTICLE TWO
DEFINITIONS
For purposes of this Plan, the following terms shall be defined as follows
unless the context clearly indicates otherwise:
(a)"Award Agreement" shall mean the written agreement, executed by an
appropriate officer of the Corporation, pursuant to which a Plan Award is
granted.
(b)"Board of Directors" shall mean the Board of Directors of the Corporation.
(c)"Commission" shall mean the United States Securities and Exchange
Commission.
(d)"Code" shall mean the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder.
(e)"Committee" shall mean all Outside Directors of the Corporation or all
Outside Directors appointed by the Board of Directors to serve as the Committee;
provided that the Committee must always be comprised of not less than three
members.
(f)"Common Stock" shall mean the common stock, par value $.001 per share, of the
Corporation.
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(g)"Consultant" shall mean an individual who is in a Consulting Relationship
with the Corporation or any Parent or Subsidiary, other than one principally
engaged in promoting the securities of the Corporation, as defined by applicable
rules of the Commission excluding persons so engaged from eligibility to
participate in registration of securities on Commission Form S-8.
(h)"Consulting Relationship" shall mean the relationship that exists between an
individual and the Corporation (or any Parent or Subsidiary) if such individual
or any entity of which such individual is an executive officer or owns a
substantial equity interest has entered into a written consulting contract with
the Corporation or any Parent or Subsidiary.
(i)"Corporation" shall mean AmeriNet Group.com, Inc., a Delaware corporation.
(j)"Disability" shall have the same meaning as the term "permanent and total
disability" under Section 22(e)(3) of the Code.
(k)"Employee" shall mean a common-law employee of the Corporation or of any
Parent or Subsidiary.
(l)"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.
(m)"Executive" means an employee of the Corporation or of any Parent or
Subsidiary whose compensation is subject to the deduction limitations set forth
under Code Section 162(m).
(n)(1)"Fair Market Value" of the Corporation's Common Stock on a Trading Day
shall mean the last reported sale price for Common Stock or, in case no such
reported sale takes place on such Trading Day, the average of the closing bid
and asked prices for the Common Stock for such Trading Day, in either case on
the principal national securities exchange on which the Common Stock is listed
or admitted to trading, or if the Common Stock is not listed or admitted to
trading on any national securities exchange, but is traded in the
over-the-counter market, the closing sale price of the Common Stock or, if no
sale is publicly reported, the average of the closing bid and asked quotations
for the Common Stock, as reported by the National Association of Securities
Dealers, Inc., a Delaware corporation registered as a self regulatory
organization by the Commission (the "NASD"), through its NASDAQ Stock Market,
Inc., subsidiary's Automated Quotation System ("NASDAQ") or any comparable
system or, if the Common Stock is not listed on NASDAQ or a comparable system,
the closing sale price of the Common Stock or, if no sale is publicly reported,
the average of the closing bid and asked prices, as furnished by two members of
the National Association of Securities Dealers, Inc. who make a market in the
Common Stock selected from time to time by the Corporation for that purpose.
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(2) In addition, for purposes of this definition, a "Trading Day" shall
mean, if the Common Stock is listed on any national securities exchange, a
business day during which such exchange was open for trading and at least one
trade of Common Stock was effected on such exchange on such business day, or, if
the Common Stock is not listed on any national securities exchange but is traded
in the over-the-counter market, a business day during which the over-the-counter
market was open for trading and at least one "eligible dealer" quoted both a bid
and asked price for the Common Stock.
(3) An "eligible dealer" for any day shall include any broker-dealer who
quoted both a bid and asked price for such day, but shall not include any
broker-dealer who quoted only a bid or only an asked price for such day. In the
event the Corporation's Common Stock is not publicly traded, the Fair Market
Value of such Common Stock shall be determined by the Committee in good faith.
(o)"Good Cause" shall mean:
(1) A Participant's willful or gross misconduct or willful or gross
negligence in the performance of his duties for the Corporation or for any
Parent or Subsidiary after prior written notice of such misconduct or
negligence and the continuance thereof for a period of 30 days after receipt by
such Participant of such notice;
(2) A Participant's intentional or habitual neglect of his duties for the
Corporation or for any Parent or Subsidiary after prior written notice of such
neglect;
(3) A Participant's theft or misappropriation of funds of the Corporation
or of any Parent or Subsidiary or commission of a felony; or
(4) The direct or indirect breach by the Participant of the terms of a
related consulting contract with the Corporation or any Parent or Subsidiary.
(p)"Incentive Stock Option" shall mean a stock option satisfying the
requirements for tax-favored treatment under Section 422 of the Code.
(q)"NASD" shall, unless the context requires otherwise, mean the National
Association of Securities Dealers, Inc., a Delaware corporation registered as a
self regulatory organization by the Commission, and its controlled subsidiaries.
(r)"Non-Qualified Option" shall mean a stock option which does not satisfy the
requirements for, or which is not intended to be eligible for, tax-favored
treatment under Section 422 of the Code.
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(s)"Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option
granted pursuant to the provisions of Article Seven hereof, as such terms are
defined in the Code and the rules and regulations promulgated thereund er.
(t)"Option Holder" shall mean a Participant who is granted an Option under the
terms of this Plan.
(u)"Outside Directors" shall mean all members of the Board of Directors of the
Corporation other than those who also serve as officers, employees or
consultants of the Corporation or who hold more than 10% of the Corporation's
capital stock ("Inside Directors"), or who are related by marriage or
consanguinity to Inside Directors, and, who are classified as "outside
directors" under Section 162(m) of the Code.
(v)"Parent" shall mean a parent corporation of the Corporation within the
meaning of Section 424(e) of the Code.
(w)"Participant" shall mean any Employee or other person participating under
this Plan.
(x)"Plan Award" shall mean an Option granted pursuant to the terms of this Plan.
(y)"Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations thereunder.
(z)"Service" shall mean the United States Internal Revenue Service.
(aa)"Subsidiary" shall mean a subsidiary corporation of the Corporation within
the meaning of Section 424(f) of the Code.
(bb)"Termination of Consulting Relationship" shall mean the cessation,
abridgement or termination of a Consultant's Consulting Relationship with the
Corporation or any Parent or Subsidiary as a result of:
(1) The Consultant's death or Disability;
(2) The disqualification of the Consultant from participation as a
recipient of securities of the Corporation on Commission Form S-8.
(3) The cancellation, annulment, expiration, termination or breach of the
written consulting contract between the Corporation(or any Parent or
Subsidiary) and the Consultant (or any other entity) giving rise to
the Consulting Relationship; or
(4) If the written consulting contract is not directly between the
Corporation (or any Parent or Subsidiary) and the Consultant, the
Consultant's termination of service with, or sale of all or
substantially all of his equity interest in, the entity which has
entered into the written consulting contract with the Corporation,
Parent or Subsidiary.
ARTICLE THREE
ADMINISTRATION
(a) (1) This Plan shall be administered by the Committee, which shall be
composed solely of at least two Non-Employee Directors, as defined in
Rule 16b-3(b)(3) promulgated under the Exchange Act, and who also
qualify as "Outside Directors".
(2) Subject to the provisions of this Plan, the Committee may establish
from time to time such regulations, provisions, proceedings and
conditions of awards which, in its sole opinion, may be advisable
in the administration of this Plan.
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(b) A majority of the Committee shall constitute a quorum, and, subject to the
provisions of Article Six of this Plan, the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by a majority of the Committee, shall be the acts of the Committee as a whole.
ARTICLE FOUR
SHARES AVAILABLE
(a)Subject to the adjustments provided in Article Eight of this Plan, the
aggregate number of shares of the Common Stock which may be granted for all
purposes under this Plan shall be 1,000,000 shares.
(b)Shares of Common Stock underlying awards of securities (derivative or not)
and shares of Common Stock awarded hereunder (whether or not on a restricted
basis) shall be counted against the limitation set forth in the immediately
preceding sentence and may be reused to the extent that the related Plan Award
to any individual is settled in cash, expires, is terminated unexercised, or is
forfeited.
(c)Common Stock granted to satisfy Plan Awards under this Plan may be authorized
and unissued shares of the Common Stock, issued shares of such Common Stock held
in the Corporation's treasury or shares of Common Stock acquired on the open
market.
(d)Notwithstanding the foregoing, the Corporation's transfer agent and its
general counsel shall:
(1) Retain a copy of this Plan, and any amendments or supplements thereof,
in its records of the Corporation's affairs;
(2) Be provided with and retain copies of all instruments effecting Plan
Awards;
(3) Assure that shares adequate to meet the Corporation's obligations
under the Plan are reserved for issuance in compliance therewith;
(4) Immediately notify the Corporation and any Participants effected,
in the event that shares adequate to meet the Corporation's
obligations under the Plan are not authorized;
(5) Assure that, in conjunction with the issuance or transfer of any
securities under the Plan, the holder complies with all reporting
and registration requirements imposed under the Securities Act, the
Exchange Act, comparable provisions of applicable state laws, policies
of the Corporation implemented to assure compliance with all such laws
and the regulations and rules promulgated thereunder, or the legally
available exemptions therefrom.
ARTICLE FIVE
ELIGIBILITY
(a)Officers and key employees of the Corporation, or of any Parent or
Subsidiary, who are regularly employed on a salaried basis as common law
employees, and Consultants and directors of the Corporation or of any Parent or
Subsidiary who are not Employees, shall be eligible to participate in this Plan.
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(b)Where appropriate under this Plan, directors who are not Employees shall be
referred to as "employees" and their service as directors as "employment".
ARTICLE SIX
AUTHORITY OF COMMITTEE
(a)This Plan shall be administered by, or under the direction of, the Committee,
which shall administer this Plan so as to comply at all times with Section 16 of
the Exchange Act and the rules and regulations promulgated thereunder, to the
extent such compliance is required, and shall otherwise have plenary authority
to interpret this Plan and to make all determinations specified in or permitted
by this Plan or deemed necessary or desirable for its administration or for the
conduct of the Committee's business.
(b)All interpretations and determinations of the Committee may be made on an
individual or group basis and shall be final, conclusive and binding on all
interested parties.
(c)Subject to the express provisions of this Plan, the Committee shall have
authority, in its discretion, to determine the persons to whom Plan Awards shall
be granted, the times when such Plan Awards shall be granted, the number of Plan
Awards, the purchase price or exercise price of each Plan Award (if applicable),
the period(s) during which a Plan Award shall be exercisable (whether in whole
or in part), the restrictions to be applicable to Plan Awards and the other
terms and provisions thereof (which need not be identical).
(d)In addition, the authority of the Committee shall include, without
limitation, the following:
(1)Financing.
The arrangement of temporary financing for an Option Holder by registered
broker-dealers, under the rules and regulations of the Federal Reserve Board,
for the purpose of assisting an Option Holder in the exercise of an Option, such
authority to include the payment by the Corporation of the commissions of the
broker-dealer;
(2)Procedures for Exercise of Option.
The establishment of procedures for an Option Holder to:
(A) Exercise an Option by payment of cash;
(B) Have withheld from the total number of shares of Common Stock to
be acquired upon the exercise of an Option that number of shares
having a Fair Market Value, which, together with such cash as
shall be paid in respect of fractional shares, shall equal the
Option exercise price of the total number of shares of Common
Stock to be acquired;
(C) Exercise all or a portion of an Option by delivering that number
of shares of Common Stock already owned by him having a Fair
Market Value which shall equal the Option exercise price for the
portion exercised and, in cases where an Option is not exercised
in its entirety, and subject to the requirements of the Code, to
permit the Option Holder to deliver the shares of Common Stock
thus acquired by him in payment of shares of Common Stock to be
received pursuant to the exercise of additional portions of such
Option, the effect of which shall be that an Option Holder can
in sequence utilize such newly acquired shares of Common Stock
in payment of the exercise price of the entire Option, together
with such cash as shall be paid in respect of fractional shares;
and
(D) Engage in any form of "cashless" exercise.
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(3)Withholding.
The establishment of a procedure whereby a number of shares of Common Stock
or other securities may be withheld from the total number of shares of Common
Stock or other securities to be issued upon exercise of an Option or for the
tender of shares of Common Stock owned by any Participant to meet any obligation
of withholding for taxes incurred by the Participant upon such exercise.
ARTICLE SEVEN
STOCK OPTIONS
(a)The Committee shall have the authority, in its discretion, to grant Incentive
Stock Options or to grant Non-Qualified Stock Options or to grant both types of
Options.
(b)Notwithstanding anything contained herein to the contrary, an Incentive Stock
Option may be granted only to common law employees of the Corporation or of any
Parent or Subsidiary now existing or hereafter formed or acquired, and not to
any director or officer who is not also such a common law employee.
(c)The terms and conditions of the Options shall be determined from time to time
by the Committee; provided, however, that the Options granted under this Plan
shall be subject to the following:
(1) Exercise Price.
(A) The Committee shall establish the exercise price at the time any Option
is granted at such amount as the Committee shall determine; provided, however,
that the exercise price for each share of Common Stock purchasable under any
Incentive Stock Option granted hereunder shall be such amount as the Committee
shall, in its best judgment, determine to be not less than one hundred percent
(100%) of the Fair Market Value per share of Common Stock at the date the Option
is granted; and provided, further, that in the case of an Incentive Stock Option
granted to a person who, at the time such Incentive Stock Option is granted,
owns shares of stock of the Corporation or of any Parent or Subsidiary which
possess more than ten percent (10%) of the total combined voting power of all
classes of shares of stock of the Corporation or of any Parent or Subsidiary,
the exercise price for each share of Common Stock shall be such amount as the
Committee, in its best judgment, shall determine to be not less than one hundred
ten percent (110%) of the Fair Market Value per share of Common Stock at the
date the Option is granted.
(B)The exercise price will be subject to adjustment in accordance with the
provisions of Article Eight of this Plan.
(2) Payment of Exercise Price.
(A)The price per share of Common Stock with respect to each Option shall be
payable at the time the Option is exercised.
(B)Such price shall be payable in cash or pursuant to any of the methods
set forth in Articles Six (d)(2) hereof.
(C)Shares of Common Stock delivered to the Corporation in payment of the
exercise price shall be valued at the Fair Market Value of the Common Stock on
the date preceding the date of the exercise of the Option.
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(3) Exercisability of Options.
(A)Except as provided in Article Seven (c)(1)(5) hereof, each Option shall
be exercisable in whole or in installments, and at such time(s), and subject to
the fulfillment of any conditions on, and to any limitations on, exercisability
as may be determined by the Committee at the time of the grant of such Options.
(B)The right to purchase shares of Common Stock shall be cumulative so that
when the right to purchase any shares of Common Stock has accrued such shares of
Common Stock or any part thereof may be purchased at any time thereafter until
the expiration or termination of the Option.
(4) Expiration of Options.
No Incentive Stock Option by its terms shall be exercisable after the expiration
of ten (10) years from the date of grant of the Option; provided, however, in
the case of an Incentive Stock Option granted to a person who, at the time such
Option is granted, owns shares of stock of the Corporation or of any Parent or
Subsidiary possessing more than ten percent (10%) of the total combined voting
power of all classes of shares of stock of the Corporation or of any Parent or
Subsidiary, such Option shall not be exercisable after the expiration of five
(5) years from the date such Option is granted.
(5) Exercise Upon Option Holder's Termination of Employment or Termination
of Consulting Relationship.
(A)If the employment of an Option Holder by the Corporation or by any
Parent or Subsidiary is terminated for any reason other than death, any
Incentive Stock Option granted to such Option Holder 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)For purposes of determining whether any Option Holder has incurred a
termination of employment (or a Termination of Consulting Relationship), an
Option Holder who is both an employee (or a Consultant) and a director of the
Corporation and/or any Parent or Subsidiary shall (with respect to any
Non-Qualified Option that may have been granted to him) be considered to have
incurred a termination of employment (or a Termination of Consulting
Relationship) only upon his termination of service both as an employee (or as a
Consultant) and as a director.
(C)Furthermore, if an Option Holder's employment (or Consulting
Relationship) is terminated by the Corporation or by any Parent or Subsidiary
for Good Cause or if an Option Holder voluntarily terminates his employment
other than for Disability (or incurs a voluntary Termination of Consulting
Relationship other than for Disability) with the Corporation or with any Parent
or Subsidiary without the written consent of the Committee, regardless of
whether such Option Holder continues to serve as a director of the Corporation
or of any Parent or Subsidiary, then the Option Holder shall, at the time of
such termination of employment (or Termination of Consulting Relationship),
forfeit his rights to exercise any and all of the outstanding Option(s)
theretofore granted to him.
(6) Maximum Amount of Incentive Stock Options.
(A)Each Plan Award under which Incentive Stock Options are granted shall
provide that 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 an Option Holder 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.
(B)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.
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ARTICLE EIGHT
ADJUSTMENT OF SHARES
(a) Recapitalization, etc.
(1)In the event there is any change in the Common Stock of the Corporation
by reason of any reorganization, recapitalization, stock split, stock dividend
or otherwise, they shall be substituted for or added to each share of Common
Stock theretofore appropriated or thereafter subject, or which may become
subject, to any Option, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock shall be so changed
or for which each such share shall be exchanged, or to which each such share be
entitled, as the case may be, and the per share price thereof also shall be
appropriately adjusted.
(2)Notwithstanding the foregoing:
(A)Each such adjustment with respect to an Incentive Stock Option shall
comply with the rules of Section 424(a) of the Code; and
(B)In no event shall any adjustment be made which would render any
Incentive Stock Option granted hereunder to be other than an Incentive Stock
Option for purposes of Section 422 of the Code.
(b)Merger, Consolidation or Change in Control of Corporation.
(1) Upon:
(A)The merger or consolidation of the Corporation with or into another
corporation (pursuant to which the stockholders of the Corporation immediately
prior to such merger or consolidation will not, as of the date of such merger or
consolidation, own a beneficial interest in shares of voting securities of the
corporation surviving such merger or consolidation having at least a majority of
the combined voting power of such corporation's then outstanding securities), if
the agreement of merger or consolidation does not provide for the continuance of
the Options, Stock Appreciation Rights and shares of Restricted Stock granted
hereunder or the substitution of new options for Options granted hereunder, or
for the assumption of such Options by the surviving corporation;
(B)The dissolution, liquidation, or sale of all or substantially all the
assets of the Corporation to a person unrelated to the Corporation or to a
direct or indirect owner of a majority of the voting power of the Corporation's
then outstanding voting securities (such sale of assets being referred to as an
"Asset Sale"); or
(C)The Change in Control of the Corporation;
(1) The holder of any such Option theretofore granted and still outstanding
(and not otherwise expired) shall have the right immediately prior to the
effective date of such merger, consolidation, dissolution, liquidation, Asset
Sale or Change in Control of the Corporation to exercise such Option(s) in whole
or in part without regard to any installment provision that may have been made
part of the terms and conditions of such Option(s) and all restrictions
regarding transferability and forfeiture on shares of Restricted Stock shall be
removed immediately prior to the effective date of such merger, consolidation,
dissolution, liquidation, Asset Sale or Change in Control of the Corporation;
provided that any conditions precedent to the exercise of such Option(s), other
than the passage of time, have occurred.
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(2) The Corporation, to the extent practicable, shall give advance notice
to affected Option Holders of such merger, consolidation, dissolution,
liquidation, Asset Sale or Change in Control of the Corporation.
(3) All such Options which are not so exercised shall be forfeited as of
the effective time of such merger, consolidation, dissolution, liquidation or
Asset Sale (but not in the case of a Change in Control of the Corporation).
(c)Definition of Change in Control of the Corporation.
As used herein, a "Change in Control of the Corporation" shall be deemed to
have occurred if any person (including any individual, firm, partnership or
other entity) together with all Affiliates and Associates (as defined under Rule
12b-2 of the General Rules and Regulations promulgated under the Exchange Act)
of such person, directly or indirectly is or becomes the Beneficial Owner (as
defined in Rule 13d-3 promulgated under the Exchange Act), of securities of the
Corporation representing 40% of more of the combined voting power of the
Corporation's then outstanding securities, except:
(1) A trustee or other fiduciary holding securities under an employee
benefit plan of the Corporation or any subsidiary of the Corporation;
(2) A corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership of the
Corporation;
(3) The Corporation or any subsidiary of the Corporation; or
(4) A Participant together with all Affiliates and Associates of the
Participant, but only with respect to the Option(s) held by the Participant who,
together with his Affiliates or Associates, if any, is or becomes the direct or
indirect Beneficial Owner of the percentage of such securities.
ARTICLE NINE
MISCELLANEOUS PROVISIONS
(a)Administrative Procedures.
The Committee may establish any procedures determined by it to be
appropriate in discharging its responsibilities under this Plan. All actions and
decisions of the Committee shall be final.
(b)Assignment or Transfer.
(1) No grant or award of any Plan Award (other than a Non-Qualified Option)
or any rights or interests therein shall be assignable or transferable by a
Participant except by will or the laws of descent and distribution or pursuant
to a domestic relations order.
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(2)During the lifetime of a Participant, Incentive Stock Options granted
hereunder shall be exercisable only by the Participant.
(c)Investment Representation.
In the case of Plan Awards paid in shares of Common Stock or other
securities, or, with respect to shares of Common Stock received pursuant to the
exercise of an Option, the Committee may require, as a condition of receiving
such securities, that the Participant furnish to the Corporation such written
representations and information as the Committee deems appropriate to permit the
Corporation, in light of the existence or nonexistence of an effective
registration statement under the Securities Act and any applicable provisions of
state laws, to deliver such securities in compliance with the provisions of the
Securities Act and any applicable provisions of state laws, or of the provisions
of any exemptions from such requirements.
(d)Withholding Taxes.
(1)The Corporation shall have the right to deduct from all cash payments
owed to a Participant for any reason, any federal, state, local or foreign taxes
required by law to be withheld with respect to any Plan Awards.
(2)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.
(3)Each 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 Six (d)(3) hereof.
(e)Costs and Expenses.
The costs and expenses of administering this Plan shall be borne by the
Corporation and shall not be charged against any award nor to any employee
receiving a Plan Award.
(f)Funding of Plan.
(1)This Plan shall be unfunded.
(2)The Corporation shall not be required to segregate any of its assets to
assure the payment of any Plan Award under this Plan.
(3)Neither the Participants nor any other persons shall have any interest
in any fund or in any specific asset or assets of the Corporation or any other
entity by reason of any Plan Award, except to the extent expressly provided
hereunder.
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(4)The interests of each Participant and former Participant hereunder are
unsecured and shall be subject to the general creditors of the Corporation.
(g)Other Incentive Plans.
The adoption of this Plan does not preclude the adoption by appropriate
means of any other incentive plan for employees, or the grant of any benefits or
compensation, including, without limitation, securities of the Corporation,
under any employment, consulting or acquisition agreements.
(h)Plurals and Gender.
Where appearing in this Plan, masculine gender shall include the feminine
and neuter genders, and the singular shall include the plural, and vice versa,
unless the context clearly indicates a different meaning.
(i)Headings.
The headings and sub-headings in this Plan are inserted for the convenience
of reference only and are to be ignored in any construction of the provisions
hereof.
(j)Severability.
In case any provision of this Plan shall be held illegal or void, such
illegality or invalidity shall not affect the remaining provisions of this Plan,
but shall be fully severable, and this Plan shall be construed and enforced as
if said illegal or invalid provisions had never been inserted herein.
(k)Payments Due Missing Persons.
(1)The Corporation shall make a reasonable effort to locate all persons
entitled to benefits under this Plan; however, notwithstanding any provisions of
this Plan to the contrary, if, after a period of one year from the date such
benefits shall be due, any such persons entitled to benefits have not been
located, their rights under this Plan shall stand suspended.
(2)Before this provision becomes operative, the Corporation shall send a
certified letter to all such persons at their last known addresses advising them
that their rights under this Plan shall be suspended.
(3)Subject to all applicable state escheat laws, any such suspended amounts
shall be held by the Corporation for a period of one additional year and
thereafter such amounts shall be forfeited and thereafter remain the property of
the Corporation.
(l)Liability and Indemnification.
(1) (A) Neither the Corporation nor any Parent or Subsidiary shall be
responsible in any way for any action or omission of the Committee, or any
other fiduciaries in the performance of their duties and obligations as set
forth in this Plan.
(B) Furthermore, neither the Corporation nor any Parent or Subsidiary
shall be responsible for any act or omission of any of their agents, or
with respect to reliance upon advice of their counsel provided that the
Corporation and/or the appropriate Parent or Subsidiary relied in good
faith upon the action of such agent or the advice of such counsel.
(2) (A) Except for their own gross negligence or willful misconduct
regarding the performance of the duties specifically assigned to them
under, or their willful breach of the terms of, this Plan, the Corporation,
each Parent and Subsidiary and the Committee shall be held harmless by the
Participants, former Participants, beneficiaries and their representatives
against liability or losses occurring by reason of any act or omission.
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(B) Neither the Corporation, any Parent or Subsidiary, the Committee,
nor any agents, employees, officers, directors or shareholders of any of
them, nor any other person shall have any liability or responsibility with
respect to this Plan, except as expressly provided herein.
(m) Incapacity.
If the Committee shall receive evidence satisfactory to it that a person
entitled to receive payment of any Plan Award is, at the time when such benefit
becomes payable, a minor, or is physically or mentally incompetent to receive
such Plan Award and to give a valid release thereof, and that another person or
an institution is then maintaining or has custody of such person and that no
guardian, committee or other representative of the estate of such person shall
have been duly appointed, the Committee may make payment of such Plan Award
otherwise payable to such person to such other person or institution, including
a custodian under a Uniform Gifts to Minors Act, or corresponding legislation
(who shall be an adult, a guardian of the minor or a trust company), and the
release by such other person or institution shall be a valid and complete
discharge for the payment of such Plan Award.
(n)Cooperation of Parties.
All parties to this Plan and any person claiming any interest hereunder
agree to perform any and all acts and execute any and all documents and papers
which are necessary or desirable for carrying out this Plan or any of its
provisions.
(o)Governing Law.
All questions pertaining to the validity, construction and administration
of this Plan shall be determined in accordance with the laws of the State of
Delaware, exclusive of any choice of law provisions thereof which would result
in the application of substantive laws other than those of the State of
Delaware.
(p)Non-guarantee of Employment or Consulting Relationship.
Nothing contained in this Plan shall be construed as a contract of
employment (or as a consulting contract) between the Corporation (or any Parent
or Subsidiary), and any employee or Participant, as a right of any employee or
Participant to be continued in the employment of (or in a Consulting
Relationship with) the Corporation (or any Parent or Subsidiary), or as a
limitation on the right of the Corporation or any Parent or Subsidiary to
discharge any of its employees (or Consultants), at any time, with or without
cause.
(q)Notices.
(1)Each notice relating to this Plan shall be in writing and delivered
in person or by certified mail to the proper address. All notices to the
Corporation or the Committee shall be addressed to it at the Corporation's
address last set forth in a document filed by the Corporation with the
Commission and posted on the Commission's Internet web site at www.sec.gov,
in conjunction with the Commission's current electronic data gathering and
retrieval system ("EDGAR"), or any successors thereto.
(2)All notices to Participants, former Participants, beneficiaries or
other persons acting for or on behalf of such persons shall be addressed to
such person at the last address for such person maintained in the
Committee's records.
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(R)Written Agreements.
Each Plan Award shall be evidenced by a signed written agreement (the
"Award Agreements") between the Corporation and the Participant containing the
terms and conditions of the award.
ARTICLE TEN
AMENDMENT OR TERMINATION OF PLAN
(a)The Board of Directors of the Corporation shall have the right to amend,
suspend or terminate this Plan at any time, provided that no amendment shall be
made which shall increase the total number of shares of the Common Stock of the
Corporation which may be issued and sold pursuant to Incentive Stock Options,
reduce the minimum exercise price in the case of an Incentive Stock Option or
modify the provisions of this Plan relating to eligibility with respect to
Incentive Stock Options unless such amendment is made by or with the approval of
the stockholders within 12 months of the effective date of such amendment, but
only if such approval is required by any applicable provision of law.
(b)The Board of Directors of the Corporation shall also be authorized to amend
this Plan and the Options granted thereunder to maintain qualification as
"incentive stock options" within the meaning of Section 422 of the Code, if
applicable.
(c)Except as otherwise provided herein, no amendment, suspension or termination
of this Plan shall alter or impair any Plan Awards previously granted under this
Plan without the consent of the holder thereof, except as required to comply
with applicable conditions or requirements of the Code, the Securities Act, the
Exchange Act or any other applicable law of the United States, or of any states
in which a Participant is domiciled or under which the Corporation is subject to
in personam jurisdiction and regulation.
(d)This Plan shall automatically terminate on the day immediately preceding the
tenth anniversary of the date this Plan was adopted by the Board of Directors of
the Corporation, unless sooner terminated by such Board of Directors.
(e)No Plan Awards may be granted under this Plan subsequent to the termination
of this Plan.
In Witness Whereof, pursuant to a duly adopted resolution 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:August ___, 1999
By:_____________________
Michael Harris Jordan
President
{Corporate Seal}
Attest: ______________________
G. Richard Chamberlin, Esquire
Secretary & General Counsel
Before me, an officer duly authorized to administer oaths by the State of
Florida, did personally appear Michael Harris Jordan and G. Richard Chamberlin,
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 thereof.
Witness my hand and seal, this ___ day of August, 1999. My commission
expires:
{Notarial Seal}
----------------------
Vanessa H. Mitchem
Notary Public
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