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EXHIBIT 10.14
CHADMOORE WIRELESS GROUP, INC.
EMPLOYEE BENEFIT AND CONSULTING SERVICES
COMPENSATION PLAN
THIS AGREEMENT is made this 7th day of July, 1995 and amended on
December 8, 1995, January 28, 1996 and November 18, 1997.
SECTION 1. PURPOSE
This Employee Benefit and Consulting Services Compensation Plan
(hereinafter referred to as the "Plan") is intended to promote the best interest
of Chadmoore Wireless Group, Inc., a Colorado corporation (the "Company"), and
its stockholders by providing a means of non-cash remuneration to consultants,
service providers and employees who contribute most to the operating progress
and earning power of the Company.
SECTION 2. DEFINITIONS
The following definitions shall be applicable to the terms used in the
Plan:
2.1 "Code" means the Internal Revenue Code of 1954, as
presently in effect or as hereunder amended.
2.2 "Committee" means a committee of three (3) Directors
appointed by the Board of Directors to implement, interpret and
administer the Plan, subject at all times to the approval of the entire
Board of Directors unless and to the extent that the Committee is
composed of all of the persons then comprising the Board of Directors
of the Company. Any Committee Member who is also an Eligible
Participant may receive a grant only if he abstains from voting in
favor of a grant to himself, and the grant is determined and approved
by the remaining Committee Members. The Board of Directors, in its sole
discretion, may at any time remove any member of the Committee and
appoint another Director to fill any vacancy on the Committee.
2.3 "Company" means Chadmoore Wireless Group, Inc., a Colorado
corporation and its subsidiaries.
2.4 "Eligible Participant" or "Participant" means any
consultant, service provider or employee of the Company who is
determined (in accordance with the provisions of Section 4 hereof) to
be eligible to receive stock and exercise stock options hereunder.
2.5 "Option" means the grant to an Eligible Participant of a
right to acquire shares of Restricted Stock of the Company, unless said
shares are duly registered, and thus freely tradeable, pursuant to a
Grant of Option approved by the Committee and executed and delivered by
the Company.
2.6 "Plan" means this Chadmoore Wireless Group, Inc.
Employee Benefit and Consulting Services Compensation Plan dated
July 7, 1995.
2.7 "Registered Stock" means shares of common stock, $.001 par
value, of the Company underlying the Grant of Option, which are, upon
issuance, freely tradeable by virtue of
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having been registered with the Securities and Exchange Commission
under cover of Form S-8, or another appropriate registration statement,
and which shares have been issued subject to the "blue sky" provisions
of any appropriate state jurisdiction. Special resale restrictions may,
however, apply to officers, directors, control shareholders and
affiliates of the Company and such individuals or entities will be
required to obtain an opinion of counsel as regards their ability to
resell shares received pursuant to this Plan.
2.8 "Stock" or "Restricted Stock" means shares of common
stock, $.001 par value, of the Company issuable directly under the
Plan or underlying the grant of the Option, which are, upon issuance,
subject to the restrictions set forth in Section 10 hereof.
Wherever appropriate, words used in the Plan in the singular may mean
the plural, the plural may mean the singular, and the masculine may mean the
feminine or neuter.
SECTION 3. ADOPTION AND ADMINISTRATION OF THE PLAN
Upon adoption by the Company's Board of Directors, the Plan became
effective as of July 7, 1995. The Plan was amended by the Board of Directors on
December 8, 1995, January 28, 1996 and November 18, 1997. In the absence of
contrary action by the Board of Directors, and except for action taken by the
Committee pursuant to Section 4 in connection with the determination of Eligible
Participants, any action taken by the Committee or by the Board of Directors
with respect to the implementation, interpretation or administration of the Plan
shall be final, conclusive and binding.
SECTION 4. ELIGIBILITY AND AWARDS
The Committee shall determine, as soon as practicable after the
effective date of the Plan, and at any time and from time to time thereafter:
(i) the Eligible Participants; (ii) the number of shares of Common Stock
issuable directly or to be granted pursuant to the Option which an Eligible
Participant may exercise; (iii) the price at which each option may be exercised,
or the price per share in cash, or cancellation of fees or other payment for
which the Company is liable if a direct issue of stock; and (iv) the terms on
which each option may be granted. Such determination, as may from time to time
be amended or altered at the sole discretion of the Committee. Notwithstanding
the provisions of Section 3 hereof, no such determination by the Committee shall
be final, conclusive and binding upon the Company unless and until the Board of
Directors has approved the same; provided, however, that if the Committee is
composed of a majority of the persons then comprising the Board of Directors of
the Company, such approval by the Board of Directors shall not be necessary.
SECTION 5. GRANT OF OPTION
Subject to the terms and provisions of this Plan, the terms and
conditions under which the Option may be granted to an Eligible Participant
shall be set forth in a written agreement (i.e., a Consulting Agreement,
Services Agreement, Fee Agreement, or Employment Agreement) and the grant of an
Option hereunder shall contain such modifications and such other provisions as
the Committee, in its sole discretion, may determine. Notwithstanding the
foregoing provisions of this Section 5, each Grant of Option shall incorporate
the provisions of this Plan by reference.
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Employee Benefit and Consulting Services Compensation Plan as amended on
November 18, 1997
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SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK
The total number of shares of Common Stock reserved for issuance by the
Company either directly or underlying Options grated under this Plan shall not
be more than 2,350,000. The total number of shares of Common Stock reserved for
such issuance may be increased only by a resolution adopted by the Board of
Directors and amendment of the Plan. Such Common Stock may be authorized and
unissued or reacquired Common Stock of the Company.
SECTION 7. PURCHASE OF SHARES OF COMMON STOCK
7.1 As soon as practicable after the determination by the
Committee and approval by the Board of Directors (if necessary,
pursuant to Section 4 hereof) of the Eligible Participants and the
number of shares an Eligible Participant may be issued directly or
granted pursuant to an Option, the Committee shall give notice (written
or oral) thereof to each Eligible Participant, which notice shall be
accompanied by the Grant of Option, if appropriate, to be executed by
such Eligible Participant. Upon receipt, an Eligible Participant may
exercise his right to an Option to purchase Common Stock by providing
written notice as specified in the Grant of Option.
7.2 The negotiated cost basis of stock issued directly or the
exercise price for each option to purchase shares of Common Stock
pursuant to paragraph 7.1 shall be as determined by the Committee, it
being understood that the price so determined by the Committee may vary
from one Eligible Participant to another. In computing the negotiated
direct issue price or the Option exercise price of a share of Common
Stock, the Committee shall take into consideration, among other
factors, the restrictions set forth in Section 10 hereof.
SECTION 8. PAYMENT UPON EXERCISE OF OPTION OR DIRECT ISSUANCE
The Committee shall determine the terms of the Grant of Option and the
exercise price or direct issue price for payment by each Participant for his
shares of Common Stock granted thereunder. Such terms shall be set forth or
referred to in the Grant of Option or Board Resolution authorizing share
issuance. The terms and/or exercise price so set by the Committee may vary from
one Participant to another. In the event that all the Committee approves an
Option grant permitting deferred payments, the Participant's obligation to pay
for such Common Stock shall be evidenced by a Promissory Note executed by such
Participant and containing such modifications thereto and such other provisions
as the Committee, in its sole discretion, may determine.
SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE
The Company shall deliver to or on behalf of each Participant such
number of shares of Common Stock as such Participant elects to purchase upon
direct issuance or upon exercise of the Option. Such shares, which shall be
fully paid and nonassessable upon the issuance thereof (unless a portion or all
of the purchase price shall be paid on a deferred basis) shall be represented by
a certificate or certificates registered in the name of the Participant and
stamped with an appropriate legend referring to the restrictions thereon, if
any, as may be set forth in the Grant of Option. Subject to the terms and
provisions of the Colorado Business Corporation Act and the Grant of Option to
which he is a party, a Participant shall have all the rights of a stockholder
with respect to such shares, including the right to vote the shares and to
receive all dividends or other distributions paid or made with respect thereto
(except to the extent such Participant defaults under the promissory note, if
any, evidencing the deferred purchase price for such shares), provided that such
shares shall be subject to the restrictions hereinafter
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Employee Benefit and Consulting Services Compensation Plan as amended on
November 18, 1997
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set forth. In the event of a merger or consolidation to which the Company is a
party, or of any other acquisition of a majority of the issued and outstanding
shares of common stock of the Company involving an exchange or a substitution of
stock of an acquiring corporation for common stock of the Company, or of any
transfer of all or substantially all of the assets of the Company in exchange
for stock of an acquiring corporation, a determination as to whether the stock
of the acquiring corporation so received shall be subject to the restrictions
set forth in Section 10 shall be made solely by the acquiring corporation.
SECTION 10. RESTRICTIONS ON SHARES OF COMMON STOCK ISSUED UPON
EXERCISE OF OPTION OR DIRECT ISSUANCE
10.1 The shares of Common Stock issued directly or upon
exercise of an Option shall not be sold, exchanged, assigned,
transferred or permitted to be transferred, whether voluntarily,
involuntarily or by operation of law, delivered, encumbered,
discounted, pledged, hypothecated or otherwise disposed of unless the
shares underlying the Grant of Option or the direct issuance have been
registered with the Securities and Exchange Commission ("SEC") pursuant
to a registration statement on Form S-8, or such other form as may be
appropriate, or an Opinion of Counsel, satisfactory to the Company, is
received, which opinion establishes that an exemption from the
registration provisions of the Securities Act of 1933, as amended (the
"33 Act") is available.
10.2 The Grant of Option and the issuance of any shares of
Common Stock thereunder, or any direct issuance of stock hereunder, to
any Eligible Participant may be subject, in the sole discretion of the
Committee, to other and further restrictions on transferability, which
may provide, among other restrictions, that such shares may not be
sold, exchanged, assigned, transferred or permitted to be transferred,
whether voluntarily, involuntarily or by operation of law, delivered,
encumbered, discounted, pledged, hypothecated or otherwise disposed of
for a period of six (6) months from effective date, except with the
prior written approval of the Committee. Any special restrictions
applicable to a Grant of Option hereunder shall be attached to the
Grant of Option or in the Board Resolution authorizing share issuance.
SECTION 11. PLAN BINDING UPON ASSIGNS OR TRANSFEREES
In the event that, at any time or from time to time, any shares of
Common Stock are sold, exchanged, assigned or transferred to any party (other
than the Company) pursuant to the provisions of Section 10 hereof, such party
shall take such shares of Common Stock pursuant to all provisions and conditions
of this Plan, and, as a condition precedent to the transfer of such shares of
Common Stock, such party shall agree (for and on behalf of himself or itself,
his or its legal representatives and his or its transferees and assigns) in
writing to be bound by all provisions of this Plan.
SECTION 12. COSTS AND EXPENSES
All costs and expenses with respect to the adoption, implementation,
interpretation and administration of the Plan shall be borne by the Company.
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Employee Benefit and Consulting Services Compensation Plan as amended on
November 18, 1997
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SECTION 13. NO PRIOR RIGHT OF AWARD
Nothing in the Plan shall be deemed to give any officer or employee of
the Company, or his legal representatives or assigns, or any other person or
entity claiming under or through him, any contract or other right to participate
in the benefits of this Plan. Nothing in the Plan shall be construed as
constituting a commitment, guarantee, agreement or understanding of any kind or
nature that the Company shall continue to employ any individual (whether or not
a Participant). The Plan shall not affect in any way the right of the Company to
terminate the employment of any individual (whether or not a Participant) at any
time.
SECTION 14. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY
Unless otherwise consented to by the Company in writing or unless
otherwise required by law, the shares of Restricted Stock issued upon exercise
of the Option which are held by a Participant shall not be adjusted in any
manner for (i) a subdivision or combination of any of the shares of capital
stock of the Company; (ii) a dividend payable in shares of capital stock of the
Company; (iii) a reclassification of any shares of capital stock of the Company;
or (iv) any other change in the capital structure of the Company.
SECTION 15. AMENDMENT OR TERMINATION OF THE PLAN
The Plan may be amended or terminated in whole or in part by the Board
of Directors of the Company (in its sole discretion), but no such action shall
adversely affect or alter any right or obligation with respect to any award
theretofore made.
SECTION 16. BURDEN AND BENEFIT
The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Participant, his executives or administrators,
heirs, and personal and legal representatives.
Executed as a sealed instrument as of the 18th day of November, 1997.
CHADMOORE WIRELESS GROUP, INC.
By: /s/ Robert W. Moore
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Robert W. Moore, President
ATTEST:
/s/ William C. Bossung
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William C. Bossung, Secretary
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Employee Benefit and Consulting Services Compensation Plan as amended on
November 18, 1997