DONINI, INC. STOCK PLAN
Article I
The Plan
1.1. Name. This plan shall be known as "Donini, Inc. Stock Plan."
1.2. Purpose. The purpose of the Plan is to advance the interests
of the Company and its shareholders by affording to key personnel of the
Company, consultants and other persons who have made substantial contributions
to the Company an opportunity to acquire or increase their proprietary interest
in the Company by the issuance to such individuals of Awards, Options or Grants
under the terms set forth herein. By thus encouraging such individuals to become
owners of Company shares, the Company seeks to motivate, retain, and attract
those highly competent individuals upon whose judgment, initiative, leadership,
and continued efforts the success of the Company in large part depends.
1.3. Effective Date. The Plan shall become effective upon approval
by the Board.
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Article II
Definitions
As used herein, the following terms have the meanings hereinafter set
forth unless the context clearly indicates to the contrary:
(A) "Company" shall mean Donini, Inc.
(B) "Plan" shall mean The Donini, Inc. Stock Plan, the terms of
which are set forth herein.
(C) "Stock" shall mean the Common Stock of the Company or, in the
event that the outstanding shares of Stock are hereafter changed into or
exchanged for shares of a different class of securities of the Company or some
other corporation, such other stock or securities.
(D) "Board" shall mean the Board of Directors of the Company.
(E) "Committee" shall mean the Compensation Committee of the
Company.
(F) "Award(s)" shall mean an award or awards of Stock pursuant to
the provisions of Article VI hereof.
(G) "Awardee" shall mean an individual to whom an Award has been
granted hereunder.
(H) "Option(s)" shall mean an option or options to purchase Stock
pursuant to the provisions of Article VII hereof.
(I) "Optionee" shall mean an individual to whom an Option has been
granted hereunder.
(J) "Grant(s)" shall mean a grant or grants of Stock pursuant to
the provisions of Article VIII hereof.
(K) "Grantee" shall mean an individual to whom a Grant has been
made hereunder.
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Article III
Participants
3.1. Eligibility. Subject to the express provisions of the Plan,
any permanent salaried employee, officer, director or consultant and any other
individual designated pursuant to this Plan, who renders financial, legal,
managerial, marketing, technical or professional services to or for the benefit
of the Company shall be eligible to participate in the Plan. While all such
individuals are eligible to participate in the Plan, it is contemplated that
only the individuals who perform special or extraordinary services to the
Corporation will receive Awards, Options or Grants under this Plan.
Article IV
Administration
4.1. Duties and Powers of the Board. The Plan shall be administered
by the Board unless delegated as provided for herein to the Compensation
Committee. Subject to the express provisions of the Plan, the Board shall have
the authority to determine from among eligible individuals those to whom, and
the time or times at which, Awards, Options or Grants may be issued and the
number of shares of Stock to be subject to each Award, Option or Grant. Subject
to the express provisions of the Plan, the Board shall also have authority to
interpret the Plan, to prescribe, amend, and rescind rules and regulations
relating to it, and to make all other determinations necessary or advisable in
the administration of the Plan.
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4.2. Majority Rule. A majority of the members of the Board shall
constitute a quorum, and any action taken by a majority present at a meeting at
which a quorum is present, or any action taken without a meeting evidenced by a
writing executed by a majority of the whole Board, shall constitute the action
of the Board.
4.3 Compensation Committee. The Board of Directors may form a
committee of no less than three (3) of its members to exercise its right and
assume all of its duties proscribed hereunder including the awarding of grants
awards and options.
Article V
Shares of Stock Subject to Plan
5.1. Limitations. The maximum number of shares of Stock that may be
issued as an Award under Article VI herein is four hundred thousand (400,000),
the maximum number of shares of Stock that may be subject to an Option under
Article VII herein is one million five hundred thousand (1,500,000) and the
maximum number of shares of Stock that may be issued as a Grant under Article
VIII herein is two hundred fifty thousand (250,000), subject to adjustment
pursuant to the provisions of Article V, Section 5.3 herein. Such shares of
Stock may be either authorized and unissued Stock or Stock issued and thereafter
reacquired by the Company.
5.2. Awards and Options Issued Under Plan. If Stock issued as an
Award is reacquired by the Company, or if an Option terminates for any reason
without being wholly exercised, new Awards or Options may be issued hereunder
covering the number of shares of Stock to which such reacquisition or
termination relates.
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5.3. Anti-dilution. In the event that the outstanding shares of
Stock are hereinafter changed into or exchanged for a different number or kind
of shares or other securities of the Company or of another corporation by reason
of merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split up, or stock dividend:
(A) The aggregate number and kind of shares of Stock
subject to Awards, Options and Grants which may be issued hereunder shall be
adjusted appropriately;
(B) Rights under outstanding Options granted hereunder,
both as to the number of subject shares of Stock and the Option price, shall be
adjusted appropriately;
(C) Where dissolution or liquidation of the Company or
any merger or combination in which the Company is not a surviving corporation is
involved, each outstanding Option granted hereunder shall terminate, but the
Optionee shall have the right, immediately prior to such dissolution,
liquidation, merger, or combination, to exercise his/her Option in whole or in
part, to the extent that it shall not have been exercised;
(D) Such new, additional or different shares or
securities which are distributed to an Awardee, in his/her capacity as the owner
of Stock issued as an Award under Article VI herein, or to an Optionee, in
his/her capacity as the owner of Stock acquired by exercise of an Option under
Article VII herein, shall be subject to all the conditions and restrictions
applicable to Stock as herein provided; and
(E) The foregoing adjustments and the manner of
application of the foregoing provisions shall be determined solely by the Board
or Compensation Committee and any such adjustment may provide for the
elimination of fractional share interests.
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Article VI
Awards
6.1. Award. Each Award granted hereunder shall be evidenced by
minutes of a meeting or the written consent of the Board.
6.2. Participation Limits. An Awardee must be in the employ of the
Company as an officer or director of, or consultant to, the Company for at least
six (6) months prior to receiving an Award hereunder.
6.3. Forfeitability of Stock. All shares of Stock issued as an
Award under the provisions of this Article VI are subject to being forfeited,
with one-twelfth (1/12) vesting at the end of each quarter from the date of the
award. All unvested shares of Stock issued as an Award shall be forfeited and
returned to the Company upon the termination of employment of the Awardee with
the Company. With respect to shares of Stock issued as an Award to a consultant
who is not an employee, the Board, at the time of the Award, shall establish a
performance index directly related to the services to be performed by the
consultant. The unvested shares of Stock issued as an Award to an Awardee who is
a consultant shall be forfeited and immediately returned to the Company upon the
failure to satisfy or the violation of such performance index.
6.4. Transfer of Stock. All unvested shares of Stock issued as an
Award under this Article VI may not be sold, transferred, assigned, alienated or
hypothecated.
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6.5. Certificates. Stock certificates evidencing shares of Stock
shall be issued in the sole name of the Awardee and delivered to him, and each
such certificate shall bear the following legend:
"The shares of Donini, Inc. common stock evidenced by this certificate
are subject to the terms and provisions of The Donini, Inc. Stock Plan
and may not be sold or transferred except pursuant to the provisions
therein."
6.6. Rights as Shareholder. Subject to the provisions of Section
6.3 herein, upon issuance of a certificate for an Award of Stock hereunder, the
Awardee shall have the rights of a shareholder with respect to such Stock,
including the right to vote the shares of Stock and receive all dividends and
other distributions paid or made with respect thereto.
6.8 Forfeitability. In the event an Awardee is dismissed for cause
or resigns prior to the expiration of holding period set forth in Section 6.3
hereof, such award, or part thereof, will become null and void and will be
cancelled on the books of the Company, and all certificates and documents shall
be returned by the Awardee to the Company.
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Article VII
Options
7.1. Option Grant and Agreement. Each option granted hereunder
shall be evidenced by minutes of a meeting or the written consent of the Board
or Compensation Committee and by a written Stock Option Agreement dated as of
the date of grant and executed by the Company and the Optionee, which Agreement
shall set forth such terms and conditions as may be determined by the Board or
Committee consistent with the Plan.
7.2. Participation Limits. An Optionee must be in the employ of the
Company as an employee, officer or director of, or consultant to the Company for
at least six (6) months prior to the grant of an Option to acquire Stock
hereunder.
7.3. Exercise Price. The Option exercise price per share of Stock
underlying each Option shall be determined by the Board or Committee. The
exercise price shall be paid in cash, or on such other terms as the Board
otherwise determines. The Optionee shall pay all withholding tax liability with
respect to the exercise of any Option hereunder, if any.
7.4. Option Period. The period for the exercise of each Option
shall commence immediately upon the date of the grant of the Option and the
expiration date of each Option shall be two (2) years from the date of the grant
of the Option.
7.5. Option Exercise. An Option shall be deemed exercised upon the
delivery to the Company at its principal office, of the Optionee's written
notice of intent to exercise the Option, which notice shall specify the number
of shares to which the exercise relates, accompanied by payment in full for all
shares of Stock.
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7.6. Nontransferability of Option. No Option shall be transferred
by an Optionee other than by will or the laws of descent and distribution,
subject to Section 7.7 below. During the lifetime of an Optionee the Option
shall be exercisable only by him.
7.7. Effect of Death. Notwithstanding anything contained herein to
the contrary, if the Optionee shall die prior to the date the Option is
exercised, then within sixty (60) days of the date of the Optionee's death, the
Optionee's estate shall have the right to exercise the decedent's unexercised
Option for that number of shares of Stock which bears the same ratio as the
number of whole calendar months from the date of the grant of the Option to the
date of the Optionee's death bears to twenty-four (24).
7.8. Rights as Shareholder. An Optionee or his/her estate, as the
case may be, shall have no rights as a shareholder with respect to any shares of
Stock underlying an Option until the Option is exercised as provided herein.
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7.9. Forfeitability. In the event of termination of employment with
the Company of an Optionee prior to expiration of the Option, all unexercised
Options as of the date of termination shall be forfeited and immediately
returned to the Company.
Article VIII
Grants
8.1. Grant. Each Grant of Stock made hereunder shall be evidenced
by minutes of a meeting or the written consent of the Board or Committee,
approving of said grant.
8.2. Participation Limits. A Grantee must have made substantial
contributions and shown loyal dedication to the Company or has made a commitment
to do so which the Board or Committee determines to have or will provide benefit
to the Company.
Article IX
Termination, Amendment and Modifications of Plan
9.1. Termination, Amendment and Modifications of the Plan. The
Board may at any time and from time to time terminate, amend or modify the Plan;
provided, however, that any termination, amendment or modification of the Plan
shall in no manner affect any Award, Option or Grant theretofore issued under
the Plan without the consent of the respective Awardee, Optionee or Grantee.
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Article X
Miscellaneous
10.1. Employment. Nothing in the Plan or in any Award, Option or
Grant issued hereunder or in any Stock Option or other related Agreement shall
confer upon any individual the right to be employed by, or continue in the
employ of, the Company.
10.2. Other Compensation Plans. The adoption of the Plan shall not
affect any other stock option, incentive or other compensation plans of the
Company, nor shall the Plan preclude the Company from establishing any other
forms of incentive or other compensation for employees of the Company or other
individuals.
10.3. Plan Binding on Successors. The Plan shall be binding upon the
successors and assigns-of the Company.
10.4. Singular, plural, gender. Whenever used herein, nouns in the
singular shall include the plural, and the masculine pronoun shall include the
feminine gender.
10.5. Headings. The headings of Articles and Sections hereof are
inserted for convenience and do not constitute a part of the Plan.
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