EXHIBIT 10.3
U.S. AUDIOTEX CORPORATION
1999 STOCK INCENTIVE PLAN
SECTION 1. Purpose.
The purpose of the U.S. Audiotex Corporation 1999 Stock Incentive Plan
(the "Plan") is to enable U.S. Audiotex Corporation (the "Company") to attract,
retain and reward key employees and directors of outstanding competence and to
strengthen the existing mutuality of interests between such individuals and the
Company's stockholders by offering to such key employees and directors an equity
interest in the Company through the grant of options ("Options" or "Stock
Options") to purchase shares of the Company's common stock, par value $.01 per
share ("Common Stock") at a specified price per share ("Exercise Price").
SECTION 2. Types of Options.
2.1 The Plan provides for the grant of Incentive Stock Options and
Non-Qualified Stock Options. An "Incentive Stock Option" is a Stock Option that
is intended to qualify as an "incentive stock option" under Section 422 of the
Internal Revenue Code of 1986 (the "Code"). A "Non-Qualified Stock Option" is a
Stock Option that that does not qualify as an "incentive stock option" under
Section 422 of the Code.
2.2 Incentive Stock Options and Non-Qualified Stock Options may be
granted to key employees of the Company. Outside Directors (as defined below)
may only be granted Non-Qualified Stock Options under this Plan. For purposes of
this Plan, the term "Outside Director" shall mean a director of the Company who
is not an officer or employee of the Company, Imperial Bank or U.S. Audiotex,
Inc., or any affiliated companies thereof; provided, however, that George L.
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Graziadio, Jr. shall be deemed to be an Outside Director.
SECTION 3. Administration.
3.1 The Plan shall be administered by the Company's Board of
Directors ("Board" or the "Board of Directors") and a committee composed of two
or more Outside Directors of the Board as the Board shall designate (the
"Committee"); provided, however, the Plan shall be administered by the Board of
Directors with respect to all Stock Options granted to Outside Directors. The
members of the Committee shall serve at the pleasure of the Board.
3.2 For purposes of this Plan, the term "Granting Authority" shall
mean: (i) the Board of Directors, with respect to Stock Options granted to
Outside Directors and (ii) the Committee, with respect to Stock Options granted
to key employees. The Granting Authority shall have the following authority with
respect to Options granted under this Plan: to grant Stock Options to persons
eligible to receive them under the Plan; to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall
deem advisable; to
interpret the terms and provisions of the Plan and any Options granted by it
under the Plan; and to otherwise supervise the administration of the Plan. In
particular, and without limiting its authority and powers, the Granting
Authority shall have full authority and discretion to make the following
determinations with respect to the Options granted under this Plan:
(a) to determine whether and to what extent Incentive Stock
Options and/or Non-Qualified Stock Options will be granted to an eligible
key employee hereunder;
(b) to select the key employees and Outside Directors to whom
Options will be granted;
(c) to determine the number of shares of Common Stock to be
covered by each Option granted hereunder (subject to the limitations
contained in the Plan);
(d) to determine the Exercise Price, vesting schedule and all
other terms and conditions of any Stock Option granted hereunder;
(e) to determine the "Fair Market Value" of a share of Common
Stock on a given date. For purposes of this Plan and all Options granted
hereunder, the term "Fair Market Value" shall mean: (i) the average of the
highest and lowest reported sales prices on the date in question (or if
there is no reported sale on such date, on the last preceding date on which
any reported sale occurred) as reported in the principal consolidated
reporting system with respect to securities listed or admitted to trading
on the principal United States securities exchange on which the shares of
Common Stock are listed or admitted to trading; or (ii) if the Common Stock
is not listed or admitted to trading on any such exchange, the average of
the bid and offered prices quoted with respect to a share of Common Stock
on such date on the National Association of Securities Dealers Automated
Quotations System, or, if no such quotation is provided, on another similar
system, selected by the Granting Authority, then in use; or (iii) if
neither Section 3.2(e)(i) or (ii) is applicable, the Fair Market Value of a
share of Common Stock shall be determined by the Granting Authority in such
manner as it shall deem appropriate;
(f) to provide that the shares of Common Stock received upon the
exercise of a Stock Option shall be subject to a Right of First Refusal
(described in Section 8 hereof) pursuant to which the option holder shall
be required to offer to the Company any shares that the option holder
wishes to sell, subject to such terms and conditions as the Granting
Authority may specify; and
(g) to amend the terms of any Option, prospectively or
retroactively; provided, however, that no amendment shall impair the rights
of the option holder without his or her written consent.
3.3 The Committee shall grant and administer all Options under the
Plan in a manner designed to preserve the deductibility of the compensation
resulting from such Options in accordance with Section 162(m) of the Code. The
Committee shall have discretion to modify the terms of an Option granted
hereunder only to the extent that the exercise of such discretion
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would not cause the Option to fail to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code.
3.4 All determinations made by the Granting Authority pursuant to the
provisions of the Plan shall be final and binding on all persons, including the
Company and all participants in the Plan.
SECTION 4. Stock Subject to Plan.
4.1 The total number of shares of Common Stock which may be issued
under the Plan shall be 2,300,000, of which 2,000,000 shall be available for the
grant of Stock Options to key employees and 300,000 shall be available for the
grant of Stock Options to Outside Directors (all subject to adjustment as
provided below). Such shares may consist of authorized but unissued shares or
treasury shares.
4.2 To the extent an Option granted under this Plan terminates
without the issuance of shares, the shares subject to such Option shall again be
available for grant pursuant to an Option under the Plan. Shares of Common Stock
equal in number to the shares withheld in payment of the Exercise Price, and
shares of Common Stock which are withheld in order to satisfy federal, state or
local tax liabilities, shall not count against the above limit, and shall again
be available for grant pursuant to an Option under this Plan.
4.3 No key employee shall be granted Stock Options with respect to
more than 650,000 shares of Common Stock in any calendar year (subject to
adjustment as provided in Section 4.4).
4.4 In the event of any merger, reorganization, consolidation, sale
of substantially all the Company's assets, recapitalization, stock dividend,
stock split, spin-off split-up, split-off distribution of assets or other change
in the Company's corporate structure affecting the shares of the Company's
Common Stock, a substitution or adjustment, as may be determined to be
appropriate by the Committee in its sole discretion, shall be made in the
aggregate number of shares of Common Stock reserved for issuance under the Plan,
the number of shares as to which Options may be granted to any individual in any
calendar year and the number and type of shares subject to outstanding Options;
provided, however, that no such adjustment shall increase the aggregate value of
any outstanding Option.
SECTION 5. Eligibility.
5.1 Key employees of the Company, including those key employees who
are officers and/or directors of the Company, are eligible to be granted Options
under the Plan. The Committee, in its sole discretion, may select the key
employees who are granted Options under this Plan.
5.2 All Outside Directors of the Company shall be eligible to be
granted Options under the Plan. The terms and conditions of the Options granted
to Outside Directors shall be determined by the Board of Directors.
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SECTION 6. Stock Options.
6.1 The Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options within the meaning of Section 422 of the Code or any
successor provision thereto (which may be granted only to key employees); and
(ii) Non-Qualified Stock Options. To the extent that any Stock Option does not
qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock
Option.
6.2 The maximum number of shares of Common Stock that may be issued
under Options intended to be Incentive Stock Options shall be 1,000,000 shares.
6.3 All Stock Options granted under this Plan and the terms and
conditions of such Stock Option Options shall be evidenced by a written stock
option agreement ("Stock Option Agreement") between the option recipient and the
Company.
6.4 Each Stock Option shall be subject to all the applicable
provisions of the Plan, including the following terms and conditions, and to
such other terms and conditions not inconsistent therewith as the Granting
Authority shall determine.
(a) Exercise Price. The Exercise Price of each Stock Option
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granted hereunder will be determined by the Granting Authority at the time
of grant and such Exercise Price will be specified in the Stock Option
Agreement. Except as provided in Section 6.5 or Section 11, the Exercise
Price of a Stock Option may be less than the Fair Market Value of a share
of Common Stock subject to the Stock Option on the date of grant.
(b) Exercisability of Stock Option. Unless otherwise provided by
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the Granting Authority in the Stock Option Agreement, a Stock Option
granted to a key employee or Outside Director shall become exercisable as
follows:
(i) on and after the first anniversary of the date of
grant, but prior to the second anniversary, the Stock Option may be
exercised as to a maximum of 20% of the shares of Common Stock subject to
the Stock Option when granted;
(ii) on and after the second anniversary, but prior to the
third anniversary, of the date of grant, the Stock Option may be exercised
with respect to a maximum of 40% of the shares of Common Stock subject to
the Stock Option when granted, less any portion of optioned Common Stock
purchased prior to the second anniversary;
(iii) on and after the third anniversary, but prior to the
fourth anniversary, of the date of grant, the Stock Option may be exercised
with respect to a maximum of 60% of the shares of Common Stock subject to
the Stock Option when granted, less any portion of the optioned Common
Stock purchased prior to the third anniversary;
(iv) on and after the fourth anniversary, but prior to the
fifth anniversary, of the date the date of grant, the Stock Option may be
exercised with respect
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to a maximum of 80% of the shares of Common Stock subject to the Stock
Option when granted, less any portion of the optioned Common Stock
purchased prior to the fourth anniversary;
(v) on and after the fifth anniversary of the date of
grant, the Stock Option may be exercised with respect to 100% of the shares
of Common Stock subject to the Stock Option when granted, less any portion
of the optioned Common Stock purchased prior to the fifth anniversary;
provided, however, a Stock Option shall immediately become 100% exercisable
upon the option recipient's death or Disability (as defined below).
(c) Option Term. Subject to the provisions of Section 6.5
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applicable to Options that are intended to be Incentive Stock Options, the
period during which a Stock Option granted hereunder may be exercised shall
commence on the date specified by the Granting Authority in the Stock
Option Agreement and shall expire on the date specified in the Stock Option
Agreement; provided, however, that the term of the Option shall expire on
the earliest to occur of:
(i) the close of business on the last day of the three-
month period commencing on the date of the option holder's termination of
employment or service, other than on account of death, Disability, or a
Termination for Cause (as defined below);
(ii) the close of business on the last day of the one-year
period commencing on the date of the option holder's termination of
employment or service due to death or Disability;
(iii) the date and time when the option holder's employment
or service ceases due to a Termination for Cause; and
(iv) the day immediately preceding the tenth anniversary of
the date the Stock Option was granted.
(d) Defined Terms. Unless otherwise provided by the Granting
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Authority in the Stock Option Agreement, the following terms shall have the
following meanings for purposes of the Plan:
(i) "Disability" shall mean a condition of total
incapacity, mental or physical, for further performance of duty with the
Company, which the Committee shall have determined, on the basis of
competent medical evidence, is likely to be permanent.
(ii) "Termination for Cause" shall mean with respect to an
employee, that the employee's employment with the Company has been
terminated as a result of the determination by the Board of Directors that
such employee has committed an act of embezzlement, fraud, dishonesty, or
breach of fiduciary duty to the Company, or has deliberately disregarded
the rules of the Company which resulted in loss, damage,
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or injury to the Company, or because the employee has made an unauthorized
disclosure of any of the secrets or confidential information of the
Company, has induced any client or customer of the Company to breach any
contract with the Company, has induced any principal for whom the Company
acts as agent to terminate the agency relationship, or has engaged in any
conduct that constitutes unfair competition with the Company.
Notwithstanding the foregoing, if an employee is a party to an employment
agreement or a consulting agreement governing the terms of his employment
or consultancy and such agreement contains a definition of "termination for
cause" or a definition of an equivalent term, then for purposes hereof, the
term "termination for cause" shall have the meaning ascribed to it in such
agreement.
(iii) "Termination for Cause" shall mean with respect to an
Outside Director, that the service of such Director on the Company's Board
of Directors has been terminated due to a "removal for cause" determined in
accordance with the Company's By-Laws.
(e) Effect of Termination for Cause. No Stock Option granted
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hereunder, whether or not previously exercisable, shall be exercised after
the date and time on which the option holder's employment or service with
the Company is terminated in a Termination for Cause.
(f) Method of Exercise. Stock Options may be exercised in whole or in
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part at any time during the Option Term by giving written notice of
exercise to the Company specifying the number of shares to be purchased,
accompanied by payment of the Exercise Price. Unless otherwise provided by
the Granting Authority in the Stock Option Agreement, payment of the
Exercise Price may be made in the following manner: (i) in United States
dollars by certified check, money order or bank draft made payable to the
order of U.S. Audiotex Corporation; (ii) delivery of shares of Common Stock
that have been owned by the optionee for at least six months; (iii) a
cashless exercise (which may be either (A) a broker-assisted cash exercise
effected in accordance with rules adopted by the Granting Authority or (B)
a direction to the Company to withhold shares of Common Stock, otherwise
deliverable to the option holder with respect to the Option, having a Fair
Market Value on the date of exercise equal to the Option's Exercise Price);
or (iv) in any combination of the foregoing.
(g) No Stockholder Rights. An optionee shall not have rights to
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dividends or any of the other rights of a stockholder with respect to
shares subject to a Stock Option until the optionee has given written
notice of exercise and has paid the Exercise Price for such shares.
(h) Non-transferability. Unless otherwise provided by the Granting
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Authority in a Stock Option Agreement, (i) Stock Options shall not be
transferable by the optionee other than by will or by the laws of descent
and distribution, and (ii) during the optionee's lifetime, all Stock
Options shall be exercisable only by the optionee or by his or her guardian
or legal representative.
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6.5 A Stock Option granted to a key employee hereunder that is
designated by the Granting Authority to be an Incentive Stock Option shall be
subject to the following limitations:
(a) A Stock Option granted to a key employee under this Plan will
not be considered an Incentive Stock Option to the extent that such Stock
Option, together with any earlier Stock Option granted to such employee
under this or any other plan of the Company that is intended to be
Incentive Stock Option, permits the exercise for the first time in any
calendar year of shares of Common Stock having a Fair Market Value in
excess of $100,000 (determined at the time of grant);
(b) The Exercise Price of an Incentive Stock Option granted to a
key employee who, at the time the Stock Option is granted, owns shares of
Common Stock comprising more than 10% of the total combined voting power of
all classes of stock of the Company shall not be less than 110% of the Fair
Market Value of a share, and if a Stock Option designated as an Incentive
Stock Option is granted at an Exercise Price that does not satisfy this
requirement, the designated Exercise Price shall be observed and the Option
shall be treated as a Non-Qualified Stock Option;
(c) The term of an Incentive Stock Option granted to a key
employee who, at the time the Option is granted, owns shares comprising
more than 10% of the total combined voting power of all classes of Common
Stock of the Company, shall expire no later than the fifth anniversary of
the date on which the Stock Option was granted, and if an Option designated
as an Incentive Stock Option shall be granted for an option term that does
not satisfy this requirement, the term of the Option shall be observed and
the Option shall be treated as a Non-Qualified Stock Option;
(d) An Incentive Stock Option that is exercised during its
designated term but more than:
(i) three (3) months after the termination of employment
with the Company, a parent or a subsidiary (other than on account of
disability within the meaning of Section 22(e)(3) of the Code) of the
key employee to whom it was granted; and
(ii) one (1) year after such individual's termination of
employment with the Company, a parent or a subsidiary due to
disability (within the meaning of Section 22(e)(3) of the Code);
(iii) may be exercised in accordance with the terms but shall
at the time of exercise be treated as a Non-Qualified Stock Option;
and
(e) Unless prior written notice is given to the Committee, no
individual shall dispose of shares acquired pursuant to the exercise of an
Incentive Stock Option until after the later of (i) the second anniversary
of the date on which the Incentive Stock Option was granted, or (ii) the
first anniversary of the date on which the shares of Common Stock were
acquired.
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SECTION 7. Tax Withholding.
7.1 Each key employee who has been granted a Non-Qualified Stock
Option under this Plan shall be required to make arrangements satisfactory to
the Granting Authority regarding payment of, any federal, state, local or other
taxes of any kind required by law to be withheld upon the exercise of such
Option. The obligations of the Company under the Plan shall be conditioned on
such payment or arrangements, and the Company shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind
otherwise due to the employee.
7.2 To the extent permitted by the Committee, and subject to such
terms and conditions as the Committee may provide, an employee may elect to have
the withholding tax obligation, or any additional tax obligation with respect to
any Options hereunder, satisfied by (i) having the Company withhold shares of
Common Stock otherwise deliverable to such person with respect to the Option or
(ii) delivering to the Company shares of previously acquired Common Stock that
has been owned by the option holder for at least six months.
7.3 Each Outside Director shall be solely responsible for the payment
of all tax obligations resulting from the exercise of any Non-Qualified Stock
Option granted to such Outside Director under this Plan.
SECTION 8. Right Of First Refusal.
8.1 In the event that an option recipient who has received shares of
Common Stock through the exercise of a Stock Option granted under this Plan
(hereinafter, a "Selling Stockholder") proposes to sell, pledge or otherwise
transfer to a third party any of such shares, the Company shall have the Right
of First Refusal (as set forth in this Section 8) with respect to all (and not
less than all) of such shares. The Selling Stockholder shall give a written
notice to the Company describing the proposed transfer which shall include the
number of shares proposed to be transferred, the proposed transfer price, the
name and address of the proposed transferee ("the Transferee") and proof
satisfactory to the Company that the proposed sale or transfer will not violate
any applicable federal or state securities laws (hereinafter such notice shall
be referred to as the "Transfer Notice"). The Transfer Notice shall be signed by
both the Selling Stockholder and the proposed Transferee and must constitute a
binding commitment of both parties to the transfer of the shares. The Company
shall have the right to purchase all, and not less than all, of the shares of
the Company's Common Stock on the terms described in the Transfer Notice
(subject, however, to any change in such terms permitted under Section 8.2
below) by delivery of a notice of exercise of the Right of First Refusal within
30 days after the date when the Transfer Notice was received by the Company. The
Company's rights under this Section 8.1 shall be freely assignable, in whole or
in part.
8.2 If the Company fails to exercise its Right of First Refusal
within 30 days after the date when it received the Transfer Notice, the Selling
Stockholder may, not later than 90 days following receipt of the Transfer Notice
by the Company, conclude a transfer of the shares subject to the Transfer Notice
on the terms and conditions described in the Transfer Notice, provided that any
such sale is made in compliance with applicable federal and state securities
laws and not in violation of any other contractual restrictions to which the
Selling
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Stockholder is bound. Any proposed transfer on terms and conditions different
from those described in the Transfer Notice, as well as any subsequent proposed
transfer by the Selling Stockholder, shall again be subject to the Right of
First Refusal and shall require compliance with the procedure described in
Section 8.1 above. If the Company exercises its Right of First Refusal, the
parties shall consummate the sale of the shares on the terms set forth in the
Transfer Notice within 60 days after the date when the Company received the
Transfer Notice (or within such longer period as may have been specified in the
Transfer Notice); provided, however, that in the event the Transfer Notice
provided that payment for the shares was to be made in a form other than cash or
cash equivalents paid at the time of transfer, the Company shall have the option
of paying for the shares with cash or cash equivalents equal to the present
value of the consideration described in the Transfer Notice.
8.3 In the event of the declaration of a stock dividend, the
declaration of an extraordinary dividend payable in a form other than stock, a
spin-off, a stock split, an adjustment in conversion ratio, a recapitalization
or a similar transaction affecting the Company's outstanding securities without
receipt of consideration, any new, substituted or additional securities or other
property which are by reason of such transaction distributed with respect to any
shares subject to this Section 8 or into which such shares thereby become
convertible shall immediately be subject to this Section 8. Appropriate
adjustments to reflect the distribution of such securities or property shall be
made to the number and/or class of the shares subject to this Section 8.
8.4 In the event that the Company's Common Stock is readily tradable
on an established securities market when the Selling Stockholder desires to
transfer shares, the Company shall have no Right of First Refusal, and the
Selling Stockholder shall have no obligation to comply with the procedures
prescribed by Sections 8.1 and 8.2 above.
SECTION 9. Amendments and Termination.
The Board of Directors may discontinue the Plan at any time and may
amend it from time to time No amendment or discontinuation of the Plan shall
adversely affect any Option previously granted without the option holder's
written consent. Amendments may be made without stockholder approval except as
required to satisfy the requirements of Section 422 of the Code, with respect to
Incentive Stock Options, Section 162(m) of the Code, with respect to performance
based compensation, or the rules and regulations of any stock exchange on which
the shares of the Company's Common Stock are then currently traded or listed.
SECTION 10. Change of Control.
10.1 Unless otherwise specified by the Granting Authority in the Stock
Option Agreement, in the event of a Change of Control (as defined below) all
outstanding Stock Options granted under the Plan shall become fully exercisable.
10.2 A "Change of Control" shall be deemed to occur on:
(a) the date on which any "person" within the meaning of Section
13(d)(3) or 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and the Rules promulgated thereunder, other than Imperial
Bank, Imperial
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Bancorp, Inc., any affiliate or subsidiary thereof, acquires "beneficial
ownership" within the meaning of Rule 13d-3 of the Exchange Act, directly
or indirectly, of securities issued by the Company representing 35% or more
of the total combined voting power of all classes of the Company's then-
outstanding securities;
(b) the date of approval by the stockholders of the Company of an
agreement providing for the merger or consolidation of the Company with
another corporation where either: (i) the stockholders of the Company,
immediately prior to the merger or consolidation, would not "beneficially
own" within the meaning of Rule 13d-3 of the Exchange Act, immediately
after the merger or consolidation, 50% or more of the total combined voting
power of all classes of the Company's then-outstanding securities or (ii)
where the members of the Company's Board of Directors, immediately prior to
the merger or consolidation, would not, immediately after the merger or
consolidation, constitute a majority of the Company's Board of Directors;
or
(c) the date of approval by the stockholders of the Company of an
agreement providing for the sale or other disposition of 50% of the assets
of the Company;
provided, however, in no event shall an underwritten initial public offering of
the shares of the Company's Common Stock registered under the Securities Act of
1933, as amended, in which the gross proceeds to the Company exceed $30,000,000
constitute a "Change of Control."
SECTION 11. Special Rules Applicable to Certain Stock Options.
Prior to the date that the shares of the Company's Common Stock are
listed or traded on a national securities exchange, any grant of a Stock Option
under this Plan to a California resident shall comply with the requirements of
Section 25110 of the California Corporate Securities Law Code (the "Code") and
the regulations promulgated thereunder (or any successor statutory or regulatory
provisions), unless exempt therefrom pursuant to Section 25102 (or any successor
provision) or any other exemptions provided in the Code, as amended from time to
time.
SECTION 12. General Provisions.
12.1 Each Option under the Plan shall be subject to the requirement
that, if at any time the Granting Authority shall determine that (i) the
listing, registration or qualification of the Common Stock subject or related
thereto upon any securities exchange or under any state or federal law, or (ii)
the consent or approval of any government regulatory body or (iii) an agreement
by the recipient of an Option with respect to the disposition of Common Stock is
necessary or desirable (in connection with any requirement or interpretation of
any federal or state securities law, rule or regulation) as a condition of, or
in connection with, the granting of such Option or the issuance, purchase or
delivery of Common Stock thereunder, such Option shall not be granted or
exercised, in whole or in part, unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Granting Authority.
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12.2 Nothing set forth in this Plan shall prevent the Board from
adopting other or additional compensation arrangements. Neither the adoption of
the Plan nor any Option hereunder shall confer upon any employee of the Company
any right to continued employment, and no Option shall confer upon any Outside
Director any right to continued service as a director.
12.3 Determinations by the Granting Authority under the Plan relating
to the form, amount, and terms and conditions of Options need not be uniform,
and may be made selectively among persons who receive or are eligible to receive
Options under the Plan, whether or not such persons are similarly situated.
12.4 No member of the Board or the Committee, nor any officer or
employee of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination or interpretation taken or made
with respect to the Plan, and all members of the Board or the Committee and all
officers or employees of the Company acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the Company in respect
of any such action, determination or interpretation.
SECTION 13. Effective Date of Plan.
13.1 The provisions of the Plan became effective on August 24, 1999,
the date that the Plan was adopted by the Company's Board of Directors and
approved by its shareholders.
13.2 No Stock Option may be granted under this Plan after August 24,
2009.
SECTION 14. Governing Law.
The Plan shall be construed, administered and enforced according to
the laws of the State of California without giving effect to the conflict of
laws principles thereof, except to the extent that such laws are preempted by
federal law.
SECTION 15. Execution.
Execution to record the adoption of the Plan by the Board of
Directors, the Company has caused its authorized officer to execute the same.
U.S. AUDIOTEX CORPORATION
By /s/ BRIAN NOCCO
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Name: Brian Nocco
Title: Director
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