VIDEOLOCITY, INC.
AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN
Recitals
WHEREAS, Videolocity, Inc., formerly named Moviesonline, Inc. (the
"Company"), adopted the Videolocity Inc. 2000 Stock Incentive Plan on October 1,
2000; and
WHEREAS, on December 4, 2000, the Company was acquired by Videolocity
International, Inc., formerly named Pine View Technologies, Inc. ("Video
International"), pursuant to that certain Agreement and Plan of Reorganization,
dated as of November 15, 2000, entered into among Video International, the
Company, and Pine View Merger Co. (the "Reorganization Agreement"); and
WHEREAS, the Reorganization Agreement provided that the Videolocity
Inc. 2000 Stock Incentive Plan would be adopted and assumed by Video
International effective on the closing date of the reorganization and that
awards made under that plan would be changed from plan units convertible into
shares of the Company's common stock to plan units convertible into shares of
Video International common stock, with the number of shares issuable upon
conversion being appropriately adjusted to take into account the exchange ratio
of Video International shares for the Company's shares;
NOW, THEREFORE, this Videolocity Inc. Amended and Restated 2000 Stock
Incentive Plan amends and restates the Videolocity Inc. 2000 Stock Incentive
Plan as necessary to give effect to the completion of the transactions
contemplated by the Reorganization Agreement and the assumption and adoption of
the Videolocity Inc. 2000 Stock Incentive Plan by Video International.
1. Name of Plan. This plan shall be known as the "Videolocity, Inc.
Amended and Restated 2000 Stock Incentive Plan" and is hereinafter referred to
as the "Plan."
2. Purpose. The purpose of the Plan is to enable the Company to attract and
retain qualified persons of the highest caliber to serve as key employees and
consultants of the Company, and to align the financial interests of the
Company's key employees and consultants with those of its shareholders by
providing those key employees and consultants with a proprietary interest in the
Company's performance and progress through the award of shares of Video
International Common Stock from time to time.
3. Effective Date and Term. The Plan shall be effective as of October 1, 2000,
and shall remain in effect for a period of five (5) years or until amended or
terminated by action of the Board. The termination of the Plan shall not affect
any outstanding awards made under the Plan.
4. Administration. The Company's Board of Directors (the "Board") shall be
responsible for the implementation and administration of the Plan. The functions
shall include, but not be limited to: (a) interpretation of the Plan (which
interpretation shall be final and binding) and establishment of the rules and
regulations governing Plan administration; (b) selection of Participants; and
(c) determination of the size of individual awards to Participants. In reaching
its decisions, the Board of Directors shall consider recommendations made by
Management. The Board of Directors may, in discharging its responsibilities
under the Plan, delegate such duties to officers or other employees of the
Company as it deems appropriate.
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5. Eligible Participants. The Board shall select participants ("Participants")
based on recommendations of the Company's management. Selection as a Participant
shall be limited to those key employees and consultants of the Company who enter
into employment or consulting agreements with the Company and who, by virtue of
their positions, will have an impact on the overall profitability of the
Company. No employee or consultant of the Company shall have any right to
receive an award under the Plan and neither the existence of the Plan nor any
action taken under the Plan shall be construed as giving any Participant any
right to be retained in the employ of the Company. In addition to or in lieu of
awards granted to key employees and consultants pursuant to this Plan, the Board
of Directors may from time to time make grants and awards to key employees and
consultants pursuant to other incentive compensation plans of the Company, if
any.
6. Awards. All awards made under the Plan shall be in Plan Units. Each Plan Unit
shall be convertible at the option of the Participant into one share of the
$0.001 par value common stock of Video International (the "Common Stock"), the
Company's parent, from and after the date the vesting requirements with respect
to such Plan Unit have been satisfied. Each Participant shall be provided with a
written notice of award at the time his or her participation in the Plan
commences, which notice shall set forth: (i) the total number of Plan Units
granted to such Participant; and (ii) the vesting schedule applicable to such
Plan Units. Notwithstanding the foregoing, however, if Plan Units are held by a
Participant who is an officer or director of the Company and is subject to
Section 16(b) of the Exchange Act, and if the conversion of the Plan Units and
subsequent sale of all or any portion of the Common Stock issuable upon
conversion of the Plan Units would not constitute an exempt transaction under
Section 16b, the Board may prohibit the Participant from converting such Plan
Units to Common Stock until such time as the conversion and subsequent sale
would constitute an exempt transaction under Section 16b.
7. Share Certificates; Voting and Other Rights. The certificates for shares of
Common Stock delivered to a Participant shall be issued in the name of the
Participant and the Participant shall thereafter be entitled to all rights of a
shareholder of the Company with respect to the shares issued in his or her name.
8. Termination of Employment. If a Participant=s employment with the Company
terminates prior to the expiration of his or her employment or consulting
agreement with the Company (such date of termination of employment being
referred to herein as the "Termination Date"), the Plan Units remaining unvested
on the Termination Date (the "Unvested Plan Units") shall be treated in the
manner provided below. Any terms used but not defined herein shall have meanings
ascribed to them in the Participant's employment or consulting agreement with
the Company.
(a) If the termination of the Participant's employment is
for termination "Without Cause" by the Company or
termination for "Good Reason" by the Participant, all
Unvested Plan Units shall immediately vest in the
Participant effective as of the Termination Date.
(b) If the termination of the Participant's employment is
due to death or disability or the Participant, all
Unvested Plan Units shall immediately vest in the
Participant effective as of the Termination Date.
(c) If the termination of the Participant's employment is
for "Cause" by the Company, or other than for "Good
Reason," death, or disability by the Participant, all
Unvested Plan Units shall be forfeited, unless otherwise
determined by the Board of Directors.
9. Amendment, Suspension or Termination of the Plan. The Board may at any time
amend, suspend, or terminate the Plan, except that the Board may not terminate
or change the material terms of any award previously made to a Participant
without the prior written consent of such Participant.
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10. Non-Assignment of Rights. A Participant=s Plan Units may not be assigned or
transferred, and are not subject to attachment, garnishment, execution, or other
creditor=s processes. In the event of a Participant=s death, the issuance of
shares the Company's Common Stock upon conversion of vested Plan Units, if any,
shall be made to the Participant=s designated beneficiary, or estate in the
absence of a surviving beneficiary.
11. Cost of the Plan. The expenses incurred in administering the Plan shall be
borne by the Company.
12. General Restrictions. Notwithstanding any other provision of the Plan, the
Company shall not be required to issue or deliver any certificate or
certificates for shares of Common Stock under the Plan, and no Plan Units shall
be deemed to have vested, prior to fulfillment of all of the following
conditions:
(i) Obtaining any registration or other qualification of such shares of
the Company under any state or federal law or regulation, or the
maintaining in effect of any such registration or other qualification
which the Board shall, in its absolute discretion upon the advice of
counsel, shall deem necessary or advisable;
(ii) Obtaining any other consent, approval, or permit from any state or
federal governmental agency which the Board shall, in its absolute
discretion after receiving the advice of counsel, shall determine to be
necessary or advisable; and
(iii) The receipt, prior to the issuance or delivery of any shares of
Common Stock pursuant to the Plan, of payment or satisfactory
arrangement for payment by a Participant of any taxes required by law
with respect to the issuance or delivery of such shares.
13. Shares Available. Subject to Section 14 below, the maximum number of shares
of Common Stock, which may be issued pursuant to the Plan, is 10,000,000.
14. Change in Capital Structure. In the event of any change in the Common Stock
by reason of any stock dividend, stock split, combination of shares, exchange of
shares, reclassification, recapi talization, merger, consolidation or other
change in capitalization, appropriate adjustment shall be made by the Board in
the number and kind of Plan Units and shares of Common Stock subject to the Plan
and any other relevant provisions of the Plan, whose determination shall be
binding and conclu sive on all persons.
15. Governing Law. The Plan and all actions taken hereunder shall be governed by
and construed in accordance with the laws of the State of Nevada.
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