EXHIBIT 10.2
HIGH-TECH TRAVEL SERVICES CORPORATION
2000 STOCK OPTION PLAN
1. Purpose of the Plan. The purposes of this Stock Option Plan are to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to such individuals, and to
promote the success of the Company's business by aligning employee financial
interests with long-term shareholder value.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Board" shall mean the Committee, if such Committee has
been appointed, or the Board of Directors of the Company, if such Committee has
not been appointed.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Committee" shall mean the Committee appointed by the
Board of Directors in accordance with paragraph (a) of Section 4 of the Plan, if
one is appointed; provided, however, if the Board of Directors appoints more
than one Committee pursuant to Section 4, then "Committee" shall refer to the
appropriate Committee, as indicated by the context of the reference.
(d) "Common Shares" shall mean the common shares of High-Tech
Travel Services Corporation.
(e) "Company" shall mean High-Tech Travel Services
Corporation, a Delaware corporation, and any successor thereto.
(f) "Continuous Status as an Employee" shall mean the absence
of any interruption or termination of service as an Employee. Continuous Status
as an Employee shall not be considered interrupted in the case of sick leave,
maternity leave, infant care leave, medical emergency leave, military leave, or
any other leave of absence authorized in writing by a Vice President of the
Company prior to its commencement.
(g) "Employee" shall mean any person, including officers,
employed by the Company or any Subsidiary of the Company.
(h) "Immediate Family" shall mean the Optionee and the
Optionee's spouse, parents, children or grandchildren (including adopted
children, stepchildren and step grandchildren).
(i) "Maximum Annual Employee Grant" shall have the meaning set
forth 9in Section 5(e).
(j) "Non-Employee Director" shall have the same meaning as
defined or interpreted for purposes of Rule 16b-3 (including amendments and
successor provisions) as promulgated by the Securities and Exchange Commission
pursuant to its authority under the Exchange Act (Rule "16-3").
(k) "Nonqualified Stock Option" shall mean an Option that does
not meet the requirements of Section 422 of the Code.
(l) "Option" shall mean a stock option granted pursuant to the
Plan.
(m) "Optioned Shares" shall mean the Common Shares subject to
an Option.
(n) "Optionee" shall mean an Employee who receives an Option.
(o) "Outside Director" shall have the same meaning as defined
or interpreted for purposes of Section 162(m) of the Code.
(p) "Plan" shall mean this 1999 Stock Option Plan, including
any amendments thereto.
(q) "Share" shall mean one Common Share, as adjusted in
accordance with Section 11 of the Plan.
(r) "Subsidiary" shall mean a "subsidiary corporation" whether
now or hereafter existing, as defined in Section 424(f) of the Code, and, in
addition to, a limited liability company, partnership or other entity in which
the Company controls 50 percent or more of the voting power or equity interests.
3. Shares Subject to the Plan. Subject to the provisions of Section 11
of the Plan, the maximum aggregate number of shares which may be optioned and
sold under the Plan is 1,000,000 Common Shares. The Shares may be authorized,
but unissued, or reacquired Common Shares.
If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan.
4. Administration of the Plan.
(a) Procedure. The Plan shall be administered by the Board of
Directors of the Company.
(1) The Board of Directors may appoint one or more
Committees each consisting of not less than two members of the Board of
Directors to administer the Plan on behalf of the Board of Directors, subject to
such terms and conditions as the Board of Directors may prescribe. Once
appointed, such Committees shall continue to serve until otherwise directed by
the Board of Directors.
(2) Any grants of Options to officers who are subject
to Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") shall
be made by (i) a Committee of two or more directors, each of whom is a
Non-Employee Director and an Outside Director or (ii) as otherwise permitted by
both Rule 16b-3, Section 162(m) of the Code and other applicable regulations.
(3) Subject to the foregoing subparagraphs (1) and (2),
from time to time the Board of Directors may increase the size of the
Committee(s) and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefor, or fill
vacancies however caused.
(b) Powers of the Board. Subject to the provisions of the
Plan, the Board shall have the authority, in its discretion: (i) to grant
Qualified or Nonqualified Stock Options; (ii) to determine, in accordance with
Section 8(b) of the Plan, the fair market value of the Shares; (iii) to
determine, in accordance with Section 8(a) of the Plan, the exercise price per
share of Options to be granted; (iv) to determine the Employees to whom, and the
time or times at which, Options shall be granted and the number of Shares to be
represented by each Option; (v) to interpret the Plan; (vi) to prescribe, amend,
and rescind rules and regulations relating to the Plan; (vii) to determine the
terms and provisions of each Option granted (which need not be identical) and,
with the consent of the holder thereof, modify or amend each Option; (viii) to
reduce the exercise price per share of outstanding and unexercised Options; (ix)
to accelerate or defer (with the consent of the Optionee) the exercise date of
any Option; (x) to authorize any person to execute on behalf of the Company any
instrument required to effectuate the grant of an Option previously granted by
the Board; and (xi) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
(c) Effect of Board's Decision. All decisions, determinations,
and interpretations of the Board shall be final and binding on all Optionees and
any other holders of any Options granted under the Plan.
5. Eligibility.
(a) Options may be granted only to Employees. Directors are
not eligible to participate in the Plan unless they are full-time Employees.
(b) Each Option shall be designated in the written option
agreement as a Nonqualified Stock Option.
(c) For purposes of Section 5(b), Options shall be taken into
account in the order in which they were granted, and the fair market value of
the Shares shall be determined as of the time the Option with respect to such
Shares is granted
(d) Nothing in the Plan or any Option granted hereunder shall
confer upon any Optionee any right with respect to continuation of employment
with the Company, nor shall it interfere in any way with the Optionee's right or
the Company's right to terminate the employment relationship at any time, with
or without cause.
6. Term of Plan. The Plan shall become effective upon its adoption by
the Board. It shall continue in effect until the date 10 years after such
adoption with respect to the granting of options under the Plan, unless sooner
terminated under Section 14 of the Plan, but shall continue thereafter until all
then outstanding options have been exercised, terminated or expired.
7. Term of Option. The term of each Option shall be no more than ten
(10) years from the date of grant.
8. Exercise Price and Consideration.
(a) The per Share exercise price under each Option shall be
such price as is determined by the Board, except the per Share exercise price
may be less than, equal to, or greater than the fair market value per Share on
the date of grant.
(b) If the shares of common stock of the Company are listed or
traded on NASDAQ, or any similar or dissimilar exchange, the fair market value
of the shares shall be the closing price, or the average of the closing bid and
asked prices, of the shares on the date of determination. If the shares are not
so listed or traded, the Board shall designate a method of determining the fair
market value of the Shares.
(c) The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined
by the Board at the time of grant and may consist of cash and/or check. Payment
may also be made by delivering a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company the
amount of sale proceeds necessary to pay the exercise price. If the Optionee is
an officer of the Company within the meaning of Section 16 of the Exchange Act,
he may in addition be allowed to pay all or part of the purchase price with
Shares. Shares used by officers to pay the exercise price shall be valued at
their fair market value on the exercise date.
(d) Prior to issuance of the Shares upon exercise of an
Option, the Optionee shall pay any federal, state, and local withholding
obligations of the Company, if applicable. If an Optionee is an officer of the
Company within the meaning of Section 16 of the Exchange Act, he may elect to
pay such withholding tax obligations by having the Company withhold Shares
having a value equal to the amount required to be withheld. The value of the
Shares to be withheld shall equal the fair market value of the Shares on the day
the Option is exercised. The right of an officer to dispose of Shares to the
Company in satisfaction of withholding tax obligations shall be deemed to be
approved as part of the initial grant of an option, unless thereafter rescinded,
and shall otherwise be made in compliance with Rule 16b-3 and other applicable
regulations.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder. Any
Option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Board at the time of grant, and as shall be
permissible under the terms of the Plan.
An Option may not be exercised for a fraction of a Share. An
Option shall be deemed to be exercised when written notice of such exercise has
been given to the Company in accordance with the terms of the Option by the
person entitled to exercise the Option and full payment for the Shares with
respect to which the Option is exercised has been received by the Company. Full
payment may, as authorized by the Board, consist of any consideration and method
of payment allowable under Section 8(c) of the Plan. Until the issuance (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the share certificate evidencing
such Shares, no right to vote or receive dividends or any other rights as a
shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
share certificate promptly upon exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the share certificate is issued, except as provided in Section 11 of the
Plan.
Exercise of an Option in any manner shall result in a decrease
in the number of Shares which thereafter may be available, both for purposes of
the Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.
(b) Termination of Status as Employee. In the event of
termination of an Optionee's Continuous Status as an Employee, such Optionee may
exercise stock options to the extent exercisable on the date of termination.
Such exercise must occur within three (3) months (or such shorter time as may be
specified in the grant), after the date of such termination (but in no event
later than the date of expiration of the term of such Option as set forth in the
Option Agreement). To the extent that the Optionee was not entitled to exercise
the Option at the date of such termination, or does not exercise such Option
within the time specified herein, the Option shall terminate.
(c) Disability of Optionee. Notwithstanding the provisions of
Section 9(b) above, in the event of termination of an Optionee's Continuous
Status as an Employee as a result of total and permanent disability (i.e., the
inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of twelve (12) months), the Optionee may exercise the Option, but only to
the extent of the right to exercise that would have accrued had the Optionee
remained in Continuous Status as an Employee for a period of twelve (12) months
after the date on which the Employee ceased working as a result of the total and
permanent disability. Such exercise must occur within eighteen (18) months (or
such shorter time as is specified in the grant) from the date on which the
Employee ceased working as a result of the total and permanent disability (but
in no event later than the date of expiration of the term of such Option as set
forth in the Option Agreement). To the extent that the Optionee was not entitled
to exercise such Option within the time specified herein, the Option shall
terminate.
(d) Death of Optionee. Notwithstanding the provisions of
Section 9(b) above, in the event of the death of an Optionee:
(i) who is at the time of death an Employee of the
Company, the Option may be exercised, at any time within six (6) months
following the date of death (but in no event later than the date of expiration
of the term of such Option as set forth in the Option Agreement), by the
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent of the right to exercise that
would have accrued had the Optionee continued living and remained in Continuous
Status as an Employee twelve (12) months after the date of death; or
(ii) whose Option has not yet expired but whose
Continuous Status as an Employee terminated prior to the date of death, the
Option may be exercised, at any time within six (6) months following the date of
death (but in no event later than the date of expiration of the term of such
Option as set forth in the Option Agreement), by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent of the right to exercise that had accrued at the date of
termination.
(e) Notwithstanding subsections (b), (c), and (d) above, the
Board shall have the authority to extend the expiration date of any outstanding
option in circumstances in which it deems such action to be appropriate
(provided that no such extension shall extend the term of an option beyond the
date on which the option would have expired if no termination of the Employee's
Continuous Status as an Employee had occurred).
10. Transferability of Options. Except as otherwise provided herein,
the Option may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Optionee, only by
the Optionee; provided that the Board may permit further transferability, on a
general or specific basis, and may impose conditions and limitations on any
permitted transferability. The Option is transferable, in whole or in part, by
gift or, with the consent of the compensation committee of the Board, for value,
to immediate family members of the Holder, partnerships of which the only
partners are members of the Optionee's Immediate Family, and trusts established
solely for the benefit of Optionee's Immediate Family, provided that such
transferability shall be limited to vested Options. Transfers to Optionee's
Immediate Family shall be subject to the terms and conditions of this Plan and
the applicable stock option grant agreement and shall not be permitted to effect
a cashless exercise. Optionee's Immediate Family members shall not have any
right to further transfer the Option other than by will or by the laws of
descent and distribution.
11. Adjustments Upon Changes in Capitalization or Merger. Subject to
any required action by the shareholders of the Company, the number of Shares
covered by each outstanding Option, the Maximum Annual Employee Grant and the
number of Shares which have been authorized for issuance under the Plan but as
to which no Options have yet been granted or which have been returned to the
Plan upon cancellation or expiration of an Option, as well as the price per
Share covered by each such outstanding Option, shall be proportionately adjusted
for any increase or decrease in the number of issued Shares resulting from a
stock split, reverse stock split, stock dividend, combination, or
reclassification of the Shares, or any other increase or decrease in the number
of issued Shares effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding, and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of Shares subject to an
Option.
In the event of the proposed dissolution or liquidation of the
Company, the Option will terminate immediately prior to the consummation of such
proposed action, unless otherwise provided by the Board. The Board may, in the
exercise of its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Board and give each Optionee the right to
exercise an Option as to all or any part of the Optioned Stock, including Shares
as to which the Option would not otherwise be exercisable. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, each Option shall be
assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless such
successor corporation does not agree to assume the Option or to substitute an
equivalent option, in which case the Board shall, in lieu of such assumption or
substitution, provide for the Optionee to have the right to exercise the Option
as to all of the Optioned Stock, including Shares as to which the Option would
not otherwise be exercisable. If the Board makes an Option fully exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Board shall notify the Optionee that the Option shall be fully exercisable
for a period of fifteen (15) days from the date of such notice, and the Option
will terminate upon the expiration of such period.
12. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date on which the Company completes the corporate action
relating to the grant of an option and all conditions to the grant have been
satisfied, provided that conditions to the exercise of an option shall not defer
the date of grant. Notice of a grant shall be given to each Employee to whom an
Option is so granted within a reasonable time after the determination has been
made.
13. Substitutions and Assumptions. The Board shall have the right to
substitute or assume Options in connection with mergers, reorganizations,
separations, or other transactions to which Section 424(a) of the Code applies,
provided such substitutions and assumptions are permitted by Section 424 of the
Code and the regulations promulgated thereunder. The number of Shares reserved
pursuant to Section 3 may be increased by the corresponding number of Options
assumed and, in the case of a substitution, by the net increase in the number of
Shares subject to Options before and after the substitution.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may amend or
terminate the Plan from time to time in such respects as the Board may deem
advisable (including, but not limited to amendments which the Board deems
appropriate to enhance the Company's ability to claim deductions related to
stock option exercises); provided that any increase in the number of Shares
subject to the Plan, other than in connection with an adjustment under Section
11 of the Plan, shall require approval of or ratification by the shareholders of
the Company.
(b) Employees in Foreign Countries. The Board shall have the
authority to adopt such modifications, procedures, and subplans as may be
necessary or desirable to comply with provisions of the laws of foreign
countries in which the Company or its Subsidiaries may operate to assure the
viability of the benefits from Options granted to Employees employed in such
countries and to meet the objectives of the Plan.
(c) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.
15. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
16. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
17. Shareholder Approval. The Plan was adopted by the board of
directors of the Company and approved by the shareholders of the Company
effective August 14, 2000.