Exhibit 99.1
DOUBLE EAGLE PETROLEUM CO.
2003 STOCK OPTION AND COMPENSATION PLAN
As Adopted As Of November 19, 2002
This 2003 Stock Option And Compensation Plan (the "Plan") is adopted by
Double Eagle Petroleum Co. (the "Company") effective as of November 19, 2002.
1. Definitions.
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Unless otherwise indicated or required by the particular context, the
terms used in this Plan shall have the following meanings:
Board: The Board Of Directors of the Company.
Code: The Internal Revenue Code of 1986, as amended.
Common Stock: The $.10 par value common stock of the Company.
Company: Double Eagle Petroleum Co., a corporation incorporated under
the laws of Maryland, any current or future wholly owned subsidiaries of the
Company, and any successors in interest by merger, operation of law, assignment
or purchase of all or substantially all of the property, assets or business of
the Company.
Date Of Grant: The date on which an Option, as defined below, is
granted under the Plan.
Fair Market Value: The Fair Market Value of the Option Shares (defined
below). The Fair Market Value as of any date shall be as reasonably determined
by the Option Committee (defined below); provided, however, that if there is a
public market for the Common Stock, the Fair Market Value of the Option Shares
as of any date shall not be less than the last reported sale price for the
Common Stock on that date (or on the preceding stock market business day if such
date is a Saturday, Sunday, or a holiday), on the New York Stock Exchange
("NYSE"), as reported in The Wall Street Journal, or if not reported in The Wall
Street Journal, as reported in The Denver Post, Denver, Colorado or, if no last
sale price for the NYSE is available, then the last reported sale price on
either another stock exchange or on a national or local over-the-counter market,
as reported by The Wall Street Journal, or if not available there, in The Denver
Post; provided further, that if no such published last sale price is available
and a published bid price is available from one of those sources, then the Fair
Market Value of the shares shall not be less than such last reported bid price
for the Common Stock by the National Quotation Bureau, and if no such published
bid price is available, the Fair Market Value of such shares shall not be less
than the average of the bid prices quoted as of the close of business on that
date by any two independent persons or entities making a market for the Common
Stock, such persons or entities to be selected by the Option Committee.
Grant Shares: Shares of Common Stock issuable to Non-Employee
Directors according to Section 10 of this Plan.
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Incentive Options: "Incentive stock options" as that term is defined
in Code Section 422 or the successor to that Section.
Key Employee: A person designated by the Option Committee who is
employed by the Company and whose continued employment is considered to be in
the best interests of the Company; provided, however, that Key Employees shall
not include those members of the Board who are not employees of the Company.
Key Individual: A person, other than an employee of the Company, who
is committed to the interests of the Company; provided, however, that Key
Individuals shall not include those members of the Board who are not employees
of the Company.
Non-Discretionary Options: Options granted to Non-Employee Directors
according to the formula set forth in Section 8 of this Plan.
Non-Employee Director: A director of the Company who (a) is not
currently an officer of the Company or a parent or subsidiary of the Company, or
otherwise currently employed by the Company or a parent or subsidiary of the
Company, (b) does not receive compensation, either directly or indirectly, from
the Company or a parent or subsidiary of the Company, for services rendered as a
consultant or in any capacity other than as a director, except for an amount
that does not exceed the dollar amount for which disclosure would be required
pursuant to Regulation S-K, Item 404(a), under the Securities Act of 1933, as
amended, (c) does not possess an interest in any other transaction for which
disclosure by the Company would be required pursuant to Regulation S-K, Item
404(a), and (d) is not engaged in a business relationship for which disclosure
by the Company would be required pursuant to Regulation S-K, Item 404(a).
Non-Qualified Options: Options that are not intended to qualify, or
otherwise do not qualify, as "incentive stock options" under Code Section 422 or
the successor to that Section. To the extent that Options that are designated by
the Option Committee as Incentive Options do not qualify as "incentive stock
options" under Code Section 422 or the successor to that Section, those Options
shall be treated as Non-Qualified Options.
Option: The rights to purchase Common Stock granted pursuant to the
terms and conditions of an Option Agreement (defined below).
Option Agreement: The written agreement (including any amendments or
supplements thereto) between the Company and either a Key Employee or a Key
Individual or a Non-Employee Director designating the terms and conditions of an
Option.
Option Committee: The Plan shall be administered by an Option
Committee ("Option Committee") composed of the Board or by a committee, selected
by the Board, consisting of two or more Directors, each of whom is a
Non-Employee Director.
Option Shares: The shares of Common Stock underlying an Option granted
pursuant to this Plan.
Optionee: A Key Employee, Key Individual or Non-Employee Director who
has been granted an Option.
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2. Purpose And Scope.
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(a) The purpose of the Plan is to advance the interests of the Company
and its stockholders by affording Key Employees, Key Individuals, and
Non-Employee Directors upon whose initiative and efforts, in the aggregate, the
Company is largely dependent for the successful conduct of its business, an
opportunity for investment in the Company and the incentive advantages inherent
in stock ownership in the Company.
(b) This Plan authorizes the Option Committee to grant Incentive
Options to Key Employees and to grant Non-Qualified Options to Key Employees and
Key Individuals, selected by the Option Committee while considering criteria
such as employment position or other relationship with the Company, duties and
responsibilities, ability, productivity, length of service or association,
morale, interest in the Company, recommendations by supervisors, the interests
of the Company, and other matters. This Plan also provides that
Non-Discretionary Options shall be granted to Non-Employee Directors pursuant to
the formula set forth in Section 8 of this Plan.
3. Administration Of The Plan.
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(a) Except with respect to the grant of Non-Discretionary Options,
which shall be granted in the manner set forth in Section 8 of this Plan, the
Plan shall be administered by the Option Committee. The Option Committee shall
have the authority granted to it under this Section and under each other section
of the Plan.
(b) In accordance with and subject to the provisions of the Plan, the
Option Committee shall select the Optionees and shall determine (i) the number
of shares of Common Stock to be subject to each Incentive Option and
Non-Qualified Option, (ii) the time at which each Incentive Option and
Non-Qualified Option is to be granted, (iii) whether an Incentive Option and
Non-Qualified Option shall be granted in exchange for the cancellation and
termination of a previously granted option or options under the Plan or
otherwise, (iv) the purchase price for the Incentive Option and Non-Qualified
Option Shares, provided that the purchase price shall be a fixed, and cannot be
a fluctuating, price, (v) the option period, including provisions for the
termination of the Option prior to the expiration of the exercise period upon
the occurrence of certain events, (vi) the manner in which an Incentive Option
and Non-Qualified Option becomes exercisable, including whether portions of the
Incentive Option and Non-Qualified Option become exercisable at different times,
and (vii) such other terms and conditions as the Option Committee may deem
necessary or desirable. The Option Committee shall determine the form of Option
Agreement to evidence each Option.
(c) The Option Committee from time to time may adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company. The Option Committee shall keep minutes of
its meetings and those minutes shall be distributed to every member of the
Board.
(d) The Board from time to time may make such changes in and additions
to the Plan as it may deem proper and in the best interests of the Company
provided, however, that no such change or addition shall impair any Option
previously granted under the Plan, and that the approval by written consent of a
majority of the holders of the Company's securities entitled to vote, or by the
affirmative votes of the holders of a majority of the Company's securities
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entitled to vote at a meeting duly held in accordance with the applicable laws
of the State of Maryland, shall be required for any amendment which would do any
of the following:
(i) materially modify the eligibility requirements for
receiving Options or Grant Shares under the Plan;
(ii) materially increase the benefits accruing to Key
Employees, Key Individuals, or Non-Employee
Directors under the Plan; or
(iii) materially increase the number of shares of Common
Stock that may be issued under the Plan.
(e) Each determination, interpretation or other action made or taken
by the Option Committee, unless otherwise determined by the Board, shall be
final, conclusive and binding on all persons, including without limitation, the
Company, the stockholders, directors, officers and employees of the Company, and
the Optionees and their respective successors in interest. No member of the
Option Committee shall be personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan, and all members of
the Option Committee shall be, in addition to rights they may have as directors
of the Company, fully protected by the Company with respect to any such action,
determination or interpretation. If the Board makes a determination contrary to
the Option Committee's determination, interpretation or other action, then the
Board's determination shall be final and conclusive in the same manner.
4. The Common Stock.
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The Board is authorized to appropriate, issue and sell for the
purposes of the Plan, and the Option Committee is authorized to grant Options
and Grant Shares with respect to, a total number not in excess of 300,000 shares
of Common Stock, either treasury or authorized and unissued, or the number and
kind of shares of stock or other securities which in accordance with Section 11
shall be substituted for the 300,000 shares or into which such 300,000 shares
shall be adjusted. All or any unsold shares subject to an Option that for any
reason expires or otherwise terminates before it has been exercised, again may
be made subject to Options under the Plan.
5. Eligibility.
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Incentive Options may be granted only to Key Employees. Non-Qualified
Options may be granted both to Key Employees and to Key Individuals. Key
Employees and Key Individuals may hold more than one Option under the Plan and
may hold Options under the Plan as well as options granted pursuant to other
plans or otherwise. Non-Discretionary Options and Grant Shares may be granted
only to Non-Employee Directors.
6. Option Price.
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The Option Committee shall determine the purchase price for the Option
Shares; provided, however, that with respect to Option Shares underlying
Incentive Options (a) the purchase price shall not be less than 100 percent of
the Fair Market Value of the Option Shares on the Date Of Grant and (b) the
purchase price shall be a fixed, and cannot be a fluctuating, price. The Option
Price for Option Shares underlying Non-Discretionary Options shall be the Fair
Market Value of the Common Stock on the Date Of Grant.
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7. Duration And Exercise Of Options.
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(a) Except as provided in Section 8 with respect to Non-Discretionary
Options and except as provided in Section 19, the option period shall commence
on the Date Of Grant and shall continue for the period designated by the Option
Committee up to a maximum of ten years from the Date Of Grant.
(b) During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee; provided that, subject to the following
sentence and paragraph (d) of this Section 7, in the event of the legal
disability of an Optionee, the guardian or personal representative of the
Optionee may exercise the Option. If the Option is an Incentive Option it may be
exercised by the guardian or personal representative of the Optionee only if the
guardian or personal representative obtains a ruling from the Internal Revenue
Service or an opinion of counsel to the effect that neither the grant nor the
exercise of such power is violative of Code Section 422(b)(5) or the successor
to that provision. Any opinion of counsel must be both from counsel acceptable
to the Option Committee and in a form acceptable to the Option Committee.
(c) If the Optionee's employment or affiliation with the Company is
terminated for any reason including the Optionee's death, any Option then held,
to the extent that the Option was exercisable according to its terms on the date
of termination, may be exercised only to the extent determined by the Option
Committee at the time of grant of the Option, but in no case more than three
months after termination. Any options remaining unexercised shall expire at the
later of termination or the end of the extended exercise period, if any.
(d) Each Option shall be exercised in whole or in part by delivering
to the office of the Treasurer of the Company written notice of the number of
shares with respect to which the Option is to be exercised and by paying in full
the purchase price for the Option Shares purchased as set forth in Section 9
herein; provided, that an Option may not be exercised in part unless the
purchase price for the Option Shares purchased is at least $1,000.
(e) No Option Shares may be sold, transferred or otherwise disposed of
within six months of the Date Of Grant by any person who is subject to the
reporting requirements of Section 16(a) of the Exchange Act on the Date Of
Grant.
8. Non-Discretionary Options.
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(a) Grant Of Non-Discretionary Options: Amount And Timing. An initial
grant of Non-Discretionary Options to purchase 10,000 shares of Common Stock
shall be granted under the Plan to each Non-Employee Director at the later to
occur of (i) the first business day after the meeting of stockholders at which
this Plan is approved by the Company's stockholders and (ii) the date he or she
becomes a Non-Employee Director of the Company (other than pursuant to an
election by the Company's stockholders at an annual meeting of stockholders of
the Company). In addition, on the first business day after each annual meeting
of stockholders of the Company, other than the meeting of stockholders at which
this Plan is approved, Non-Discretionary Options to purchase an additional
10,000 shares shall be granted to the Optionee provided that, at that time, he
or she is a Non-Employee Director. All Non-Discretionary Options shall be
exercisable only as set forth in Section 8(c) below and shall be subject to the
other terms and conditions set forth in this Plan or otherwise established by
the Company.
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(b) Option Exercise Price. The exercise price for the
Non-Discretionary Options shall be the Fair Market Value of the Common Stock on
the Date Of Grant.
(c) Exercise. All Non-Discretionary Options granted to Non-Employee
Directors pursuant to this Section 8 shall be exercisable in their entirety on
the Date of Grant.
(d) Term. The Non-Discretionary Options shall expire three years from
the Date Of Grant. Notwithstanding the foregoing, Non-Discretionary Options
shall expire, if not exercised, 90 days after the Optionee ceases to be a
director of the Company.
9. Payment For Option Shares.
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(a) If the purchase price of the Option Shares purchased by any
Optionee at one time is at least $1,000, the Option Committee, in its sole
discretion, upon request by the Optionee, may permit all or part of the purchase
price for the Option Shares to be paid by delivery to the Company for
cancellation shares of the Common Stock previously owned by the Optionee
("Previously Owned Shares") with a Fair Market Value as of the date of the
payment equal to the portion of the purchase price for the Option Shares that
the Optionee does not pay in cash. Notwithstanding the above, an Optionee shall
be permitted to exercise his Option by delivering Previously Owned Shares only
if he has held, and provides appropriate evidence of such, the Previously Owned
Shares for more than six months prior to the date of exercise. This period (the
"Holding Period") may be extended by the Option Committee acting in its sole
discretion as is necessary, in the opinion of the Option Committee, so that,
under generally accepted accounting principles, no compensation shall be
considered to have been or to be paid to the Optionee as a result of the
exercise of the Option in this manner. At the time the Option is exercised, the
Optionee shall provide an affidavit, and such other evidence and documents as
the Option Committee shall request, to establish the Optionee's Holding Period.
As indicated above, an Optionee may deliver shares of Common Stock as part of
the purchase price only if the Option Committee, in its sole discretion agrees,
on a case-by-case basis, to permit this form of payment.
(b) If payment for the exercise of an Option is made other than by the
delivery to the Company for cancellation of shares of the Common Stock, the
purchase price shall be paid in cash, certified funds, or Optionee's check.
Payment shall be considered made when the Treasurer of the Company receives
delivery of the payment at the Company's address, provided that a payment made
by check is honored when first presented to the Optionee's bank.
10. Grant Shares.
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Grant Shares may be issued only to Non-Employee Directors. Each
Non-Employee Director shall be issued 2,000 Grant Shares at the time of his or
her election as a Non-Employee Director (other than pursuant to an election by
the Company's stockholders at an annual meeting of stockholders of the Company)
and an additional 2,000 Grant Shares shall be issued to each Non-Employee
Director on the first business day after each annual meeting of stockholders of
the Company, provided that, at that time, he or she is a Non-Employee Director.
11. Change In Stock, Adjustments, Etc.
---------------------------------
In the event that each of the outstanding shares of Common Stock
(other than shares held by dissenting stockholders which are not changed or
exchanged) should be changed into, or exchanged for, a different number or kind
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of shares of stock or other securities of the Company, or if further changes or
exchanges of any stock or other securities into which the Common Stock shall
have been changed, or for which it shall have been exchanged, shall be made
(whether by reason of merger, consolidation, reorganization, recapitalization,
stock dividends, reclassification, split-up, combination of shares or
otherwise), then there shall be substituted for each share of Common Stock that
is subject to the Plan but not subject to an outstanding Option hereunder, the
number and kind of shares of stock or other securities into which each
outstanding share of Common Stock (other than shares held by dissenting
stockholders which are not changed or exchanged) shall be so changed or for
which each outstanding share of Common Stock (other than shares held by
dissenting stockholders) shall be so changed or for which each such share shall
be exchanged. Any securities so substituted shall be subject to similar
successive adjustments.
In the event of any such changes or exchanges, (i) the Option
Committee shall determine whether, in order to prevent dilution or enlargement
of rights, an adjustment should be made in the number, or kind, or option price
of the shares or other securities that are then subject to an Option or Options
granted pursuant to the Plan, (ii) the Option Committee shall make any such
adjustment, and (iii) such adjustments shall be made and shall be effective and
binding for all purposes of the Plan.
12. Relationship To Employment Or Position.
--------------------------------------
Nothing contained in the Plan, or in any Option or Option Share
granted pursuant to the Plan, (i) shall confer upon any Optionee any right with
respect to continuance of his employment by, or position or affiliation with, or
relationship to, the Company, or (ii) shall interfere in any way with the right
of the Company at any time to terminate the Optionee's employment by, position
or affiliation with, or relationship to, the Company.
13. Non-transferability Of Option.
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No Option granted under the Plan shall be transferable by the
Optionee, either voluntarily or involuntarily, except (i) with respect to all
Options, by will or the laws of descent and distribution, or (ii) with respect
to Non-Qualified Options, pursuant to a qualified domestic relations order as
defined in the Code, the Employee Retirement Income Security Act, or rules
promulgated thereunder. Except as provided in the preceding sentence, any
attempt to transfer the Option shall void the Option.
14. Rights As A Stockholder.
-----------------------
No person shall have any rights as a stockholder with respect to any
share covered by an Option until that person shall become the holder of record
of such share and, except as provided in Section 11, no adjustments shall be
made for dividends or other distributions or other rights as to which there is
an earlier record date.
15. Securities Laws Requirements.
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No Option Shares or Grant Shares shall be issued unless and until, in
the opinion of the Company, any applicable registration requirements of the
Securities Act of 1933, as amended, any applicable listing requirements of any
securities exchange on which stock of the same class is then listed, and any
other requirement of law or of any regulatory bodies having jurisdiction over
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such issuance and delivery, have been fully complied with. Each Option Agreement
and each Option Share certificate and each Grant Share certificate may be
imprinted with legends reflecting federal and state securities laws restrictions
and conditions, and the Company may comply therewith and issue "stop transfer"
instructions to its transfer agent and registrar in good faith without
liability.
16. Disposition Of Shares.
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To the extent reasonably requested by the Company, each Optionee and
Non-Employee Director receiving Grant Shares, as a condition of exercise, shall
represent, warrant and agree, in a form of written certificate approved by the
Company, as follows: (a) that all Option Shares or Grant Shares are being
acquired solely for his own account and not on behalf of any other person or
entity; (b) that no Option Shares or Grant Shares will be sold or otherwise
distributed in violation of the Securities Act of 1933, as amended, or any other
applicable federal or state securities laws; (c) that he or she will report all
sales of Option Shares or Grant Shares to the Company in writing on a form
prescribed by the Company; and (d) that if he or she is subject to reporting
requirements under Section 16(a) of the Exchange Act, (i) he or she will not
violate Section 16(b) of the Exchange Act, (ii) he or she will furnish the
Company with a copy of each Form 4 and Form 5 filed by him or her, and (iii) he
or she will timely file all reports required under the federal securities laws.
17. Effective Date Of Plan; Termination Date Of Plan.
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Subject to the approval of the Plan on or before November 18, 2003 by
the affirmative vote of the holders of a majority of the shares of Common Stock
entitled to vote and represented at a meeting duly held in accordance with the
applicable laws of the State of Maryland, the Plan shall be deemed effective as
of November 19, 2002. The Plan shall terminate at midnight on the date that is
ten years from that date, except as to Options previously granted and
outstanding under the Plan at that time. No Options or Grant Shares shall be
granted after the date on which the Plan terminates. The Plan may be abandoned
or terminated at any earlier time by the Board, except with respect to any
Options and Grant Shares then outstanding under the Plan.
18. Limitation On Amount Of Option.
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The aggregate Fair Market Value of the Option Shares
underlying all Incentive Options that have been granted to a particular Optionee
and that become exercisable for the first time during the same calendar year
shall not exceed $100,000, provided that this amount shall be increased or
decreased, from time to time, as Code Section 422 or the successor to that
Section, is amended so that this amount at all times shall equal the amount of
the limitation set forth in the Code. For purposes of the preceding sentence,
Fair Market Value of the Shares underlying any particular Option shall be
determined as of the date that Option is granted.
19. Ten Percent Stockholder Rule.
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No Incentive Option may be granted to a Key Employee who, at the time
the Incentive Option is granted, owns stock possessing more than 10 percent of
the total combined voting power of all classes of stock of the Company or of any
"parent corporation" or "subsidiary corporation", as those terms are defined in
Section 424, or its successor provision, of the Code, unless at the time the
Incentive Option is granted the purchase price for the Option Shares is at least
110 percent of the Fair Market Value of the Option Shares on the Date Of Grant
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and the Incentive Option by its terms is not exercisable after the expiration of
five years from the Date Of Grant. For purposes of the preceding sentence, stock
ownership shall be determined as provided in Section 424, or its successor
provision, of the Code.
20. Withholding Taxes.
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The Option Agreement shall provide that the Company may take such
steps as it may deem necessary or appropriate for the withholding of any taxes
which the Company is required by any law or regulation or any governmental
authority, whether federal, state or local, domestic or foreign, to withhold in
connection with any Option including, but not limited to, the withholding of all
or any portion of any payment or the withholding of issuance of Option Shares to
be issued upon the exercise of any Option. In addition, the Company may take
such steps as it may deem necessary or appropriate for the withholding of any
taxes which the Company is required by any law or regulation or any governmental
authority, whether federal, state or local, domestic or foreign, to withhold in
connection with the issuance of any Grant Shares including, but not limited to,
the withholding of all or any portion of any payment or the withholding of
issuance of Grant Shares to be issued pursuant to Section 10 of this Plan.
21. Effect Of Changes In Control And Certain Reorganizations.
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(a) In event of a Change In Control of the Company (as defined below),
then all Options granted pursuant to the Plan shall become exercisable
immediately at the time of such Change In Control, except that this acceleration
would not occur with respect to any Incentive Options for which the acceleration
would result in a violation of Section 18 of this Plan, and, in addition, the
Option Committee, in its sole discretion, shall have the right, but not the
obligation, to do any or all of the following:
(i) provide for an Optionee to surrender an Option (or
portion thereof) and to receive in exchange a cash
payment, for each Option share underlying the
surrendered Option, equal to the excess of the
aggregate Fair Market Value of the Option Share on
the date of surrender over the exercise price for
the Option Share. To the extent any Option is
surrendered pursuant to this Subparagraph 21(a)
(ii), it shall be deemed to have been exercised for
purposes of Section 4 hereof; and
(ii) make any other adjustments, or take any other
action, as the Option Committee, in its discretion,
shall deem appropriate provided that any such
adjustments or actions would not result in an
Optionee receiving less value than pursuant to any
or all of Subparagraphs 21(a)(i) or 21(a) (ii)
above.
For purposes of this Section 21, a "Change In Control" of the Company
shall mean a change in control of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Exchange Act regardless of whether the Company is then subject to such reporting
requirement.
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(b) In the event that the Company enters into, or the Board shall
propose that the Company enter into, a Reorganization Event (as defined below),
then all Options granted pursuant to the Plan shall become exercisable
immediately at the time of such Reorganization Event, except that this
acceleration would not occur with respect to any Incentive Options for which the
advance would result in a violation of Section 18 of this Plan, and, in
addition, the Option Committee, in its sole discretion, may make any or all of
the following adjustments:
(i) by written notice to each Optionee provide that such
Optionee's Options shall be terminated or cancelled,
unless exercised within 30 days (or such longer
period as the Option Committee shall determine)
after the date of such notice;
(ii) provide for termination or cancellation of an Option
in exchange for payment to the Optionee of an amount
in cash or securities equal to the excess, if any,
over the exercise price of that Option of the Fair
Market Value of the Option Shares subject to the
Option at the time of such termination or
cancellation; and
(iii) make any other adjustments, or take any other
action, as the Option Committee, in its discretion,
shall deem appropriate, provided that any such
adjustments or actions shall not result in the
Optionee receiving less value than is possible
pursuant to any or all of Subparagraphs 21(b)(i) and
21(b)(ii) above. Any action taken by the Option
Committee may be made conditional upon the
consummation of the applicable Reorganization Event.
For purposes of this Section 21, a "Reorganization Event" shall be
deemed to occur if (A) the Company is merged or consolidated with another
corporation, (B) one person becomes the beneficial owner of all of the issued
and outstanding equity securities of the Company (for purposes of this Section
21(b), the terms "person" and "beneficial owner" shall have the meanings
assigned to them in Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder), (C) a division or subsidiary of the Company
is acquired by another corporation, person or entity, (D) all or substantially
all the assets of the Company are acquired by another corporation, or (E) the
Company is reorganized, dissolved or liquidated.
22. Other Provisions.
The following provisions are also in effect under the Plan:
(a) The use of a masculine gender in the Plan shall also include
within its meaning the feminine, and the singular may include the plural, and
the plural may include the singular, unless the context clearly indicates to the
contrary.
(b) Any expenses of administering the Plan shall be borne by the
Company.
(c) This Plan shall be construed to be in addition to any and all
other compensation plans or programs. Neither the adoption of the Plan by the
Board nor the submission of the Plan to the stockholders of the Company for
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approval shall be construed as creating any limitations on the power or
authority of the Board to adopt such other additional incentive or other
compensation arrangements as the Board may deem necessary or desirable.
(d) The validity, construction, interpretation, administration and
effect of the Plan and of its rules and regulations, and the rights of any and
all persons having or claiming to have an interest therein or thereunder shall
be governed by and determined exclusively and solely in accordance with the laws
of the State of Wyoming, except in those instances where the rules of conflicts
of laws would require application of the laws of the State of Maryland.
* * * * *
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