EXHIBIT 4.1
GLOBAL LINKS CORP.
AMENDED EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004 NO. 3
1. General Provisions.
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1.1 Purpose. This Amended Stock Incentive Plan (the "Amended Plan") is
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intended to allow designated officers and employees (all of whom are sometimes
collectively referred to herein as the "Employees," or individually as the
"Employee") of Global Links Corp., a Nevada corporation (the "Company") and its
Subsidiaries (as that term is defined below) which they may have from time to
time (the Company and such Subsidiaries are referred to herein as the "Company")
to receive certain options (the "Stock Options") to purchase common stock of the
Company, par value $0.001 per share (the "Common Stock"), and to receive grants
of the Common Stock subject to certain restrictions (the "Awards"). As used in
this Amended Plan, the term "Subsidiary" shall mean each corporation which is a
"subsidiary corporation" of the Company within the meaning of Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Code"). The purpose of this
Amended Plan is to provide the Employees, who make significant and extraordinary
contributions to the long-term growth and performance of the Company, with
equity-based compensation incentives, and to attract and retain the Employees.
1.2 Administration.
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1.2.1 The Amended Plan shall be administered by the Compensation
Committee (the "Committee") of, or appointed by, the Board of Directors of the
Company (the "Board"). The Committee shall select one of its members as
Chairman and shall act by vote of a majority of a quorum, or by unanimous
written consent. A majority of its members shall constitute a quorum. The
Committee shall be governed by the provisions of the Company's Bylaws and of
Nevada law applicable to the Board, except as otherwise provided herein or
determined by the Board.
1.2.2 The Committee shall have full and complete authority, in its
discretion, but subject to the express provisions of this Amended Plan (a) to
approve the Employees nominated by the management of the Company to be granted
Awards or Stock Options; (b) to determine the number of Awards or Stock Options
to be granted to an Employee; (c) to determine the time or times at which Awards
or Stock Options shall be granted; to establish the terms and conditions upon
which Awards or Stock Options may be exercised; (d) to remove or adjust any
restrictions and conditions upon Awards or Stock Options; (e) to specify, at the
time of grant, provisions relating to exercisability of Stock Options and to
accelerate or otherwise modify the exercisability of any Stock Options; and (f)
to adopt such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of this Amended Plan. All
interpretations and constructions of this Amended Plan by the Committee, and all
of its actions hereunder, shall be binding and conclusive on all persons for all
purposes.
1.2.3 The Company hereby agrees to indemnify and hold harmless each
Committee member and each Employee, and the estate and heirs of such Committee
member or Employee, against all claims, liabilities, expenses, penalties,
damages or other pecuniary losses, including legal fees, which such Committee
member or Employee, his estate or heirs may suffer as a result of his
responsibilities, obligations or duties in connection with this Amended Plan, to
the extent that insurance, if any, does not cover the payment of such items. No
member of the Committee or the Board shall be liable for any action or
determination made in good faith with respect to this Amended Plan or any Award
or Stock Option granted pursuant to this Amended Plan.
1.3 Eligibility and Participation. The Employees eligible under this
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Amended Plan shall be approved by the Committee from those Employees who, in the
opinion of the management of the Company, are in positions which enable them to
make significant contributions to the long-term performance and growth of the
Company. In selecting the Employees to whom Award or Stock Options may be
granted, consideration shall be given to factors such as employment position,
duties and responsibilities, ability, productivity, length of service, morale,
interest in the Company and recommendations of supervisors.
1.4 Shares Subject to this Amended Plan. The maximum number of shares
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of the Common Stock that may be issued pursuant to this Amended Plan shall be
674,000,000 subject to adjustment pursuant to the provisions of Paragraph 4.1.
If shares of the Common Stock awarded or issued under this Amended Plan are
reacquired by the
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Company due to a forfeiture or for any other reason, such shares shall be
cancelled and thereafter shall again be available for purposes of this Amended
Plan. If a Stock Option expires, terminates or is cancelled for any reason
without having been exercised in full, the shares of the Common Stock not
purchased thereunder shall again be available for purposes of this Amended Plan.
In the event that any outstanding Stock Option or Award under this Amended Plan
for any reason expires or is terminated, the shares of Common Stock allocable to
the unexercised portion of the Stock Option or Award shall be available for
issuance under the Amended Global Links Corp. Non-Employee Directors and
Consultants Retainer Stock Plan for the Year 2004 No. 3. The Compensation
Committee of the Board shall have the authority, in its discretion, to increase
the number of shares available for issuance under this Amended Plan, while
correspondingly decreasing the number of shares available for issuance under the
Amended Global Links Corp. Non-Employee Directors and Consultants Retainer Stock
Plan for the Year 2004 No. 3.
2. Provisions Relating to Stock Options.
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2.1 Grants of Stock Options. The Committee may grant Stock Options in
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such amounts, at such times, and to the Employees nominated by the management of
the Company as the Committee, in its discretion, may determine. Stock Options
granted under this Amended Plan shall constitute "incentive stock options"
within the meaning of Section 422 of the Code, if so designated by the Committee
on the date of grant. The Committee shall also have the discretion to grant
Stock Options which do not constitute incentive stock options, and any such
Stock Options shall be designated non-statutory stock options by the Committee
on the date of grant. The aggregate Fair Market Value (determined as of the
time an incentive stock option is granted) of the Common Stock with respect to
which incentive stock options are exercisable for the first time by any Employee
during any one calendar year (under all plans of the Company and any parent or
subsidiary of the Company) may not exceed the maximum amount permitted under
Section 422 of the Code (currently, $100,000.00). Non-statutory stock options
shall not be subject to the limitations relating to incentive stock options
contained in the preceding sentence. Each Stock Option shall be evidenced by a
written agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee to whom the
Stock Option is granted, and which shall be subject to the terms and conditions
of this Amended Plan. In the discretion of the Committee, Stock Options may
include provisions (which need not be uniform), authorized by the Committee in
its discretion, that accelerate an Employee's rights to exercise Stock Options
following a "Change in Control," upon termination of the Employee's employment
by the Company without "Cause" or by the Employee for "Good Reason," as such
terms are defined in Paragraph 3.1 hereof. The holder of a Stock Option shall
not be entitled to the privileges of stock ownership as to any shares of the
Common Stock not actually issued to such holder.
2.2 Purchase Price. The purchase price (the "Exercise Price") of
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shares of the Common Stock subject to each Stock Option (the "Option Shares")
shall not be less than 85 percent of the Fair Market Value of the Common Stock
on the date of the grant of the option. For an Employee holding greater than 10
percent of the total voting power of all stock of the Company, either Common or
Preferred, the Exercise Price of an incentive stock option shall be at least 110
percent of the Fair Market Value of the Common Stock on the date of the grant of
the option. As used herein, "Fair Market Value" means the mean between the
highest and lowest reported sales prices of the Common Stock on the New York
Stock Exchange Composite Tape or, if not listed on such exchange, on any other
national securities exchange on which the Common Stock is listed or on The
Nasdaq Stock Market, or, if not so listed on any other national securities
exchange or The Nasdaq Stock Market, then the average of the bid price of the
Common Stock during the last five trading days on the OTC Bulletin Board
immediately preceding the last trading day prior to the date with respect to
which the Fair Market Value is to be determined. If the Common Stock is not
then publicly traded, then the Fair Market Value of the Common Stock shall be
the book value of the Company per share as determined on the last day of March,
June, September, or December in any year closest to the date when the
determination is to be made. For the purpose of determining book value
hereunder, book value shall be determined by adding as of the applicable date
called for herein the capital, surplus, and undivided profits of the Company,
and after having deducted any reserves theretofore established; the sum of these
items shall be divided by the number of shares of the Common Stock outstanding
as of said date, and the quotient thus obtained shall represent the book value
of each share of the Common Stock of the Company.
2.3 Option Period. The Stock Option period (the "Term") shall commence
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on the date of grant of the Stock Option and shall be 10 years or such shorter
period as is determined by the Committee. Each Stock Option shall provide that
it is exercisable over its term in such periodic installments as the Committee
may determine, subject to the provisions of Paragraph 2.4.1. Section 16(b) of
the Securities Exchange Act of 1934, as amended (the
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"Exchange Act") exempts persons normally subject to the reporting requirements
of Section 16(a) of the Exchange Act (the "Section 16 Reporting Persons")
pursuant to a qualified employee stock option plan from the normal requirement
of not selling until at least six months and one day from the date the Stock
Option is granted.
2.4 Exercise of Options.
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2.4.1 Each Stock Option may be exercised in whole or in part (but not
as to fractional shares) by delivering it for surrender or endorsement to the
Company, attention of the Corporate Secretary, at the principal office of the
Company, together with payment of the Exercise Price and an executed Notice and
Agreement of Exercise in the form prescribed by Paragraph 2.4.2. Payment may be
made (a) in cash, (b) by cashier's or certified check, (c) by surrender of
previously owned shares of the Common Stock valued pursuant to Paragraph 2.2 (if
the Committee authorizes payment in stock in its discretion), (d) by withholding
from the Option Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price of the
Stock Option, if such withholding is authorized by the Committee in its
discretion, or (e) in the discretion of the Committee, by the delivery to the
Company of the optionee's promissory note secured by the Option Shares, bearing
interest at a rate sufficient to prevent the imputation of interest under
Sections 483 or 1274 of the Code, and having such other terms and conditions as
may be satisfactory to the Committee. Subject to the provisions of this
Paragraph 2.4 and Paragraph 2.5, the Employee has the right to exercise his or
her Stock Options at the rate of at least 20 percent per year over five years
from the date the Stock Option is granted.
2.4.2 Exercise of each Stock Option is conditioned upon the agreement
of the Employee to the terms and conditions of this Amended Plan and of such
Stock Option as evidenced by the Employee's execution and delivery of a Notice
and Agreement of Exercise in a form to be determined by the Committee in its
discretion. Such Notice and Agreement of Exercise shall set forth the agreement
of the Employee that (a) no Option Shares will be sold or otherwise distributed
in violation of the Securities Act of 1933, as amended (the "Securities Act") or
any other applicable federal or state securities laws, (b) each Option Share
certificate may be imprinted with legends reflecting any applicable federal and
state securities law restrictions and conditions, (c) the Company may comply
with said securities law restrictions and issue "stop transfer" instructions to
its Transfer Agent and Registrar without liability, (d) if the Employee is a
Section 16 Reporting Person, the Employee will furnish to the Company a copy of
each Form 4 or Form 5 filed by said Employee and will timely file all reports
required under federal securities laws, and (e) the Employee will report all
sales of Option Shares to the Company in writing on a form prescribed by the
Company.
2.4.3 No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal and state
securities laws, and all other legal requirements, have been fully complied
with. At no time shall the total number of securities issuable upon exercise of
all outstanding options under this Amended Plan, and the total number of
securities provided for under any bonus or similar plan or agreement of the
Company exceed a number of securities which is equal to 30 percent of the then
outstanding securities of the Company, unless a percentage higher than 30
percent is approved by at least two-thirds of the outstanding securities
entitled to vote. The Company will use reasonable efforts to maintain the
effectiveness of a Registration Statement under the Securities Act for the
issuance of Stock Options and shares acquired thereunder, but there may be times
when no such Registration Statement will be currently effective. The exercise
of Stock Options may be temporarily suspended without liability to the Company
during times when no such Registration Statement is currently effective, or
during times when, in the reasonable opinion of the Committee, such suspension
is necessary to preclude violation of any requirements of applicable law or
regulatory bodies having jurisdiction over the Company. If any Stock Option
would expire for any reason except the end of its term during such a suspension,
then if exercise of such Stock Option is duly tendered before its expiration,
such Stock Option shall be exercisable and exercised (unless the attempted
exercise is withdrawn) as of the first day after the end of such suspension.
The Company shall have no obligation to file any Registration Statement covering
resales of Option Shares.
2.5 Continuous Employment. Except as provided in Paragraph 2.7 below,
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an Employee may not exercise a Stock Option unless from the date of grant to the
date of exercise the Employee remains continuously in the employ of the Company.
For purposes of this Paragraph 2.5, the period of continuous employment of an
Employee with the Company shall be deemed to include (without extending the term
of the Stock Option) any period during which the Employee is on leave of absence
with the consent of the Company, provided that such leave of absence shall not
exceed three months and that the Employee returns to the employ of the Company
at the
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expiration of such leave of absence. If the Employee fails to return to the
employ of the Company at the expiration of such leave of absence, the Employee's
employment with the Company shall be deemed terminated as of the date such leave
of absence commenced. The continuous employment of an Employee with the Company
shall also be deemed to include any period during which the Employee is a member
of the Armed Forces of the United States, provided that the Employee returns to
the employ of the Company within 90 days (or such longer period as may be
prescribed by law) from the date the Employee first becomes entitled to a
discharge from military service. If an Employee does not return to the employ
of the Company within 90 days (or such longer period as may be prescribed by
law) from the date the Employee first becomes entitled to a discharge from
military service, the Employee's employment with the Company shall be deemed to
have terminated as of the date the Employee's military service ended.
2.6 Restrictions on Transfer. Each Stock Option granted under this
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Amended Plan shall be transferable only by will or the laws of descent and
distribution. No interest of any Employee under this Amended Plan shall be
subject to attachment, execution, garnishment, sequestration, the laws of
bankruptcy or any other legal or equitable process. Each Stock Option granted
under this Amended Plan shall be exercisable during an Employee's lifetime only
by the Employee or by the Employee's legal representative.
2.7 Termination of Employment.
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2.7.1 Upon an Employee's Retirement, Disability (both terms being
defined below) or death, (a) all Stock Options to the extent then presently
exercisable shall remain in full force and effect and may be exercised pursuant
to the provisions thereof, and (b) unless otherwise provided by the Committee,
all Stock Options to the extent not then presently exercisable by the Employee
shall terminate as of the date of such termination of employment and shall not
be exercisable thereafter. Unless employment is terminated for cause, as
defined by applicable law, the right to exercise in the event of termination of
employment, to the extent that the optionee is entitled to exercise on the date
the employment terminates as follows:
(i) At least six months from the date of termination if
termination was caused by death or disability.
(ii) At least 30 days from the date of termination if termination
was caused by other than death or disability.
2.7.2 Upon the termination of the employment of an Employee for any
reason other than those specifically set forth in Paragraph 2.7.1, (a) all Stock
Options to the extent then presently exercisable by the Employee shall remain
exercisable only for a period of 90 days after the date of such termination of
employment (except that the 90 day period shall be extended to 12 months if the
Employee shall die during such 90 day period), and may be exercised pursuant to
the provisions thereof, including expiration at the end of the fixed term
thereof, and (b) unless otherwise provided by the Committee, all Stock Options
to the extent not then presently exercisable by the Employee shall terminate as
of the date of such termination of employment and shall not be exercisable
thereafter.
2.7.3 For purposes of this Amended Plan:
(a) "Retirement" shall mean an Employee's retirement from the
employ of the Company on or after the date on which the Employee attains the age
of 65 years; and
(b) "Disability" shall mean total and permanent incapacity of an
Employee, due to physical impairment or legally established mental incompetence,
to perform the usual duties of the Employee's employment with the Company, which
disability shall be determined (i) on medical evidence by a licensed physician
designated by the Committee, or (ii) on evidence that the Employee has become
entitled to receive primary benefits as a disabled employee under the Social
Security Act in effect on the date of such disability.
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3. Provisions Relating to Awards.
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3.1 Grant of Awards. Subject to the provisions of this Amended Plan,
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the Committee shall have full and complete authority, in its discretion, but
subject to the express provisions of this Amended Plan, to (1) grant Awards
pursuant to this Amended Plan, (2) determine the number of shares of the Common
Stock subject to each Award (the "Award Shares"), (3) determine the terms and
conditions (which need not be identical) of each Award, including the
consideration (if any) to be paid by the Employee for such Common Stock, which
may, in the Committee's discretion, consist of the delivery of the Employee's
promissory note meeting the requirements of Paragraph 2.4.1, (4) establish and
modify performance criteria for Awards, and (5) make all of the determinations
necessary or advisable with respect to Awards under this Amended Plan. Each
Award under this Amended Plan shall consist of a grant of shares of the Common
Stock subject to a restriction period (after which the restrictions shall
lapse), which shall be a period commencing on the date the Award is granted and
ending on such date as the Committee shall determine (the "Restriction Period").
The Committee may provide for the lapse of restrictions in installments, for
acceleration of the lapse of restrictions upon the satisfaction of such
performance or other criteria or upon the occurrence of such events as the
Committee shall determine, and for the early expiration of the Restriction
Period upon an Employee's death, Disability or Retirement as defined in
Paragraph 2.7.3, or, following a Change of Control, upon termination of an
Employee's employment by the Company without "Cause" or by the Employee for
"Good Reason," as those terms are defined herein. For purposes of this Amended
Plan:
"Change of Control" shall be deemed to occur (a) on the date the Company
first has actual knowledge that any person (as such term is used in Sections
13(d) and 14(d)(2) of the Exchange Act) has become the beneficial owner (as
defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 40 percent or more of the combined voting
power of the Company's then outstanding securities, or (b) on the date the
stockholders of the Company approve (i) a merger of the Company with or into any
other corporation in which the Company is not the surviving corporation or in
which the Company survives as a subsidiary of another corporation, (ii) a
consolidation of the Company with any other corporation, or (iii) the sale or
disposition of all or substantially all of the Company's assets or a plan of
complete liquidation.
"Cause," when used with reference to termination of the employment of an
Employee by the Company for "Cause," shall mean:
(a) The Employee's continuing willful and material breach of
his duties to the Company after he receives a demand from the Chief Executive of
the Company specifying the manner in which he has willfully and materially
breached such duties, other than any such failure resulting from Disability of
the Employee or his resignation for "Good Reason," as defined herein; or
(b) The conviction of the Employee of a felony; or
(c) The Employee's commission of fraud in the course of his
employment with the Company, such as embezzlement or other material and
intentional violation of law against the Company; or
(d) The Employee's gross misconduct causing material harm to
the Company.
"Good Reason" shall mean any one or more of the following, occurring
following or in connection with a Change of Control and within 90 days prior to
the Employee's resignation, unless the Employee shall have consented thereto in
writing:
(a) The assignment to the Employee of duties inconsistent
with his executive status prior to the Change of Control or a substantive change
in the officer or officers to whom he reports from the officer or officers to
whom he reported immediately prior to the Change of Control; or
(b) The elimination or reassignment of a majority of the
duties and responsibilities that were assigned to the Employee immediately prior
to the Change of Control; or
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(c) A reduction by the Company in the Employee's annual base
salary as in effect immediately prior to the Change of Control; or
(d) The Company requiring the Employee to be based anywhere
outside a 35-mile radius from his place of employment immediately prior to the
Change of Control, except for required travel on the Company's business to an
extent substantially consistent with the Employee's business travel obligations
immediately prior to the Change of Control; or
(e) The failure of the Company to grant the Employee a
performance bonus reasonably equivalent to the same percentage of salary the
Employee normally received prior to the Change of Control, given comparable
performance by the Company and the Employee; or
(f) The failure of the Company to obtain a satisfactory
Assumption Agreement (as defined in Paragraph 4.13 of this Amended Plan) from a
successor, or the failure of such successor to perform such Assumption
Agreement.
3.2 Incentive Agreements. Each Award granted under this Amended Plan
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shall be evidenced by a written agreement (an "Incentive Agreement") in a form
approved by the Committee and executed by the Company and the Employee to whom
the Award is granted. Each Incentive Agreement shall be subject to the terms
and conditions of this Amended Plan and other such terms and conditions as the
Committee may specify.
3.3 Amendment, Modification and Waiver of Restrictions. The Committee
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may modify or amend any Award under this Amended Plan or waive any restrictions
or conditions applicable to the Award; provided, however, that the Committee may
not undertake any such modifications, amendments or waivers if the effect
thereof materially increases the benefits to any Employee, or adversely affects
the rights of any Employee without his consent.
3.4 Terms and Conditions of Awards. Upon receipt of an Award of shares
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of the Common Stock under this Amended Plan, even during the Restriction Period,
an Employee shall be the holder of record of the shares and shall have all the
rights of a stockholder with respect to such shares, subject to the terms and
conditions of this Amended Plan and the Award.
3.4.1 Except as otherwise provided in this Paragraph 3.4, no shares of
the Common Stock received pursuant to this Amended Plan shall be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of during
the Restriction Period applicable to such shares. Any purported disposition of
such Common Stock in violation of this Paragraph 3.4 shall be null and void.
3.4.2 If an Employee's employment with the Company terminates prior to
the expiration of the Restriction Period for an Award, subject to any provisions
of the Award with respect to the Employee's death, Disability or Retirement, or
Change of Control, all shares of the Common Stock subject to the Award shall be
immediately forfeited by the Employee and reacquired by the Company, and the
Employee shall have no further rights with respect to the Award. In the
discretion of the Committee, an Incentive Agreement may provide that, upon the
forfeiture by an Employee of Award Shares, the Company shall repay to the
Employee the consideration (if any) which the Employee paid for the Award Shares
on the grant of the Award. In the discretion of the Committee, an Incentive
Agreement may also provide that such repayment shall include an interest factor
on such consideration from the date of the grant of the Award to the date of
such repayment.
3.4.3 The Committee may require under such terms and conditions as it
deems appropriate or desirable that (a) the certificates for the Common Stock
delivered under this Amended Plan are to be held in custody by the Company or a
person or institution designated by the Company until the Restriction Period
expires, (b) such certificates shall bear a legend referring to the restrictions
on the Common Stock pursuant to this Amended Plan, and (c) the Employee shall
have delivered to the Company a stock power endorsed in blank relating to the
Common Stock.
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4. Miscellaneous Provisions.
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4.1 Adjustments Upon Change in Capitalization.
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4.1.1 The number and class of shares subject to each outstanding Stock
Option, the Exercise Price thereof (and the total price), the maximum number of
Stock Options that may be granted under this Amended Plan, the minimum number of
shares as to which a Stock Option may be exercised at any one time, and the
number and class of shares subject to each outstanding Award, shall not be
proportionately adjusted in the event of any increase or decrease in the number
of the issued shares of the Common Stock which results from a split-up or
consolidation of shares, payment of a stock dividend or dividends exceeding a
total of five percent for which the record dates occur in any one fiscal year, a
recapitalization (other than the conversion of convertible securities according
to their terms), a combination of shares or other like capital adjustment, so
that (a) upon exercise of the Stock Option, the Employee shall receive the
number and class of shares the Employee would have received prior to any such
capital adjustment becoming effective, and (b) upon the lapse of restrictions of
the Award Shares, the Employee shall receive the number and class of shares the
Employee would have received prior to any such capital adjustment becoming
effective.
4.1.2 Upon a reorganization, merger or consolidation of the Company
with one or more corporations as a result of which the Company is not the
surviving corporation or in which the Company survives as a wholly-owned
subsidiary of another corporation, or upon a sale of all or substantially all of
the property of the Company to another corporation, or any dividend or
distribution to stockholders of more than 10 percent of the Company's assets,
adequate adjustment or other provisions shall be made by the Company or other
party to such transaction so that there shall remain and/or be substituted for
the Option Shares and Award Shares provided for herein, the shares, securities
or assets which would have been issuable or payable in respect of or in exchange
for such Option Shares and Award Shares then remaining, as if the Employee had
been the owner of such shares as of the applicable date. Any securities so
substituted shall be subject to similar successive adjustments.
4.2 Withholding Taxes. The Company shall have the right at the time of
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exercise of any Stock Option, the grant of an Award, or the lapse of
restrictions on Award Shares, to make adequate provision for any federal, state,
local or foreign taxes which it believes are or may be required by law to be
withheld with respect to such exercise (the "Tax Liability"), to ensure the
payment of any such Tax Liability. The Company may provide for the payment of
any Tax Liability by any of the following means or a combination of such means,
as determined by the Committee in its sole and absolute discretion in the
particular case (1) by requiring the Employee to tender a cash payment to the
Company, (2) by withholding from the Employee's salary, (3) by withholding from
the Option Shares which would otherwise be issuable upon exercise of the Stock
Option, or from the Award Shares on their grant or date of lapse of
restrictions, that number of Option Shares or Award Shares having an aggregate
Fair Market Value (determined in the manner prescribed by Paragraph 2.2) as of
the date the withholding tax obligation arises in an amount which is equal to
the Employee's Tax Liability or (4) by any other method deemed appropriate by
the Committee. Satisfaction of the Tax Liability of a Section 16 Reporting
Person may be made by the method of payment specified in clause (3) above only
if the following two conditions are satisfied:
(a) The withholding of Option Shares or Award Shares and the
exercise of the related Stock Option occur at least six months and one day
following the date of grant of such Stock Option or Award; and
(b) The withholding of Option Shares or Award Shares is made
either (i) pursuant to an irrevocable election (the "Withholding Election") made
by the Employee at least six months in advance of the withholding of Options
Shares or Award Shares, or (ii) on a day within a 10-day "window period"
beginning on the third business day following the date of release of the
Company's quarterly or annual summary statement of sales and earnings.
Anything herein to the contrary notwithstanding, a Withholding Election may
be disapproved by the Committee at any time.
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4.3 Relationship to Other Employee Benefit Plans. Stock Options and
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Awards granted hereunder shall not be deemed to be salary or other compensation
to any Employee for purposes of any pension, thrift, profit-sharing, stock
purchase or any other employee benefit plan now maintained or hereafter adopted
by the Company.
4.4 Amendments and Termination. The Board of Directors may at any time
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suspend, amend or terminate this Amended Plan. No amendment, except as provided
in Paragraph 3.3, or modification of this Amended Plan may be adopted, except
subject to stockholder approval, which would (1) materially increase the
benefits accruing to the Employees under this Amended Plan, (2) materially
increase the number of securities which may be issued under this Amended Plan
(except for adjustments pursuant to Paragraph 4.1 hereof), or (3) materially
modify the requirements as to eligibility for participation in this Amended
Plan.
4.5 Successors in Interest. The provisions of this Amended Plan and
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the actions of the Committee shall be binding upon all heirs, successors and
assigns of the Company and of the Employees.
4.6 Other Documents. All documents prepared, executed or delivered in
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connection with this Amended Plan (including, without limitation, Option
Agreements and Incentive Agreements) shall be, in substance and form, as
established and modified by the Committee; provided, however, that all such
documents shall be subject in every respect to the provisions of this Amended
Plan, and in the event of any conflict between the terms of any such document
and this Amended Plan, the provisions of this Amended Plan shall prevail.
4.7 Fairness of the Repurchase Price. In the event that the Company
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repurchases securities upon termination of employment pursuant to this Amended
Plan, either: (a) the price will not be less than the fair market value of the
securities to be repurchased on the date of termination of employment, and the
right to repurchase will be exercised for cash or cancellation of purchase money
indebtedness for the securities within 90 days of termination of the employment
(or in the case of securities issued upon exercise of options after the date of
termination, within 90 days after the date of the exercise), and the right
terminates when the Company's securities become publicly traded, or (b) Company
will repurchase securities at the original purchase price, provided that the
right to repurchase at the original purchase price lapses at the rate of at
least 20 percent of the securities per year over five years from the date the
option is granted (without respect to the date the option was exercised or
became exercisable) and the right to repurchase must be exercised for cash or
cancellation of purchase money indebtedness for the securities within 90 days of
termination of employment (or in case of securities issued upon exercise of
options after the date of termination, within 90 days after the date of the
exercise).
4.8 No Obligation to Continue Employment. This Amended Plan and the
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grants which might be made hereunder shall not impose any obligation on the
Company to continue to employ any Employee. Moreover, no provision of this
Amended Plan or any document executed or delivered pursuant to this Amended Plan
shall be deemed modified in any way by any employment contract between an
Employee (or other employee) and the Company.
4.9 Misconduct of an Employee. Notwithstanding any other provision of
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this Amended Plan, if an Employee commits fraud or dishonesty toward the Company
or wrongfully uses or discloses any trade secret, confidential data or other
information proprietary to the Company, or intentionally takes any other action
which results in material harm to the Company, as determined by the Committee,
in its sole and absolute discretion, the Employee shall forfeit all rights and
benefits under this Amended Plan.
4.10 Term of Amended Plan. No Stock Option shall be exercisable, or
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Award granted, unless and until the Directors of the Company have approved this
Amended Plan and all other legal requirements have been met. This Amended Plan
was adopted by the Board effective December 17, 2004. No Stock Options or
Awards may be granted under this Amended Plan after December 17, 2014.
4.11 Governing Law. This Amended Plan and all actions taken thereunder
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shall be governed by, and construed in accordance with, the laws of the State of
Nevada.
4.12 Assumption Agreements. The Company will require each successor,
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(direct or indirect, whether by purchase, merger, consolidation or otherwise),
to all or substantially all of the business or assets of the Company,
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prior to the consummation of each such transaction, to assume and agree to
perform the terms and provisions remaining to be performed by the Company under
each Incentive Agreement and Stock Option and to preserve the benefits to the
Employees thereunder. Such assumption and agreement shall be set forth in a
written agreement in form and substance satisfactory to the Committee (an
"Assumption Agreement"), and shall include such adjustments, if any, in the
application of the provisions of the Incentive Agreements and Stock Options and
such additional provisions, if any, as the Committee shall require and approve,
in order to preserve such benefits to the Employees. Without limiting the
generality of the foregoing, the Committee may require an Assumption Agreement
to include satisfactory undertakings by a successor:
(a) To provide liquidity to the Employees at the end of the
Restriction Period applicable to the Common Stock awarded to them under this
Amended Plan, or on the exercise of Stock Options;
(b) If the succession occurs before the expiration of any
period specified in the Incentive Agreements for satisfaction of performance
criteria applicable to the Common Stock awarded thereunder, to refrain from
interfering with the Company's ability to satisfy such performance criteria or
to agree to modify such performance criteria and/or waive any criteria that
cannot be satisfied as a result of the succession;
(c) To require any future successor to enter into an
Assumption Agreement; and
(d) To take or refrain from taking such other actions as the
Committee may require and approve, in its discretion.
4.13 Compliance with Rule 16b-3. Transactions under this Amended Plan
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are intended to comply with all applicable conditions of Rule 16b-3 promulgated
under the Exchange Act. To the extent that any provision of this Amended Plan
or action by the Committee fails to so comply, it shall be deemed null and void,
to the extent permitted by law and deemed advisable by the Committee.
4.14 Information to Shareholders. The Company shall furnish to each of
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its stockholders financial statements of the Company at least annually.
IN WITNESS WHEREOF, this Amended Plan has been executed effective as of
December 17, 2004.
GLOBAL LINKS CORP.
By /s/ Frank J. Dobrucki
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Frank J. Dobrucki, President
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