COMMERCIAL CONCEPTS, INC.
STOCK BONUS PROGRAM
Commercial Concepts, Inc., a Utah corporation (the "Company"), hereby
establishes this Commercial Concepts, Inc. Stock Bonus Program (the "Program")
effective as of January 1, 2000. The Company intends that this Program shall
authorize the officers of the Company to award bonuses of the Company's common
stock to certain of its employees who meet performance standards that the
officers of the Company may set. The Program is totally discretionary and the
Company is under no obligation to set any performance standards should the
officers so determine.
ARTICLE I
DEFINITIONS
Defined terms used in this Program shall have the meanings set forth
below.
1.01 "Beneficiary" shall mean the person or person or other entity or
entities that have been designated by the Participant to receive, in the event
of his or her death, his or her Bonus under the Program in accordance with the
Program's terms. The designation by the Participant must be on a form prescribed
by the Company and must be filed with the Company prior to the Participant's
death. Should the Participant fail to designate a Beneficiary, or should the
designated Beneficiary(ies) fail to survive the Participant, the benefits due
hereunder shall be paid to the Participant's estate. Beneficiary designations
may be revoked or changed by filing a new Beneficiary designation with the
Company.
1.02 "Board" shall mean the Board of Directors of Commercial Concepts.
1.03 "Bonus" shall mean the common stock awarded to a Participant who
meets the performance standards set by the officers of the Company under the
direction of the Board.
1.04 "Committee" shall mean the Committee designated by the Board, if
any, which Committee, subject to action of the Board, has complete discretion
and authority with respect to the Program and its application except to the
extent that this Program expressly limits such discretion. If no Committee is so
designated by the Board, then the officers of the Company shall have complete
discretion and authority with respect to the Program and its application except
to the extent this Program expressly limits such discretion.
1.05 "Company" shall mean Commercial Concepts, Inc., a Utah
corporation, and its corporate successors.
1.06 "Participant" shall mean an employee of the Company, or of a
subsidiary, designated by the officers or the Committee, if any, for
participation in the Program.
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1.07 "Performance Standards" shall mean those performance standards set
by the officers of the Company or the Committee, if any, that a participant must
achieve to be awarded a bonus. The performance standards shall be set in the
sole discretion of the officers or the Committee, if any, and may vary from
Participant to Participant.
1.08 "Program" shall mean this Commercial Concepts, Inc. Stock Bonus
Program as it may be amended from time to time.
ARTICLE II
DESIGNATION OF PARTICIPANTS
Within 30 days of the end of each fiscal year, the officers or the
Committee, if any, shall meet and specify the name of each employee who shall be
entitled to participate in the Program for that fiscal year and shall deliver to
each Participant the Performance Standards for that Participant and the number
of shares of the Company's common stock that the Participant will be entitled to
receive if he or she meets or exceeds his or her Performance Standards. Each
year the officers or the Committee, if any, may, in their sole discretion, add
additional persons to, and remove persons from, the group of employees that were
previously designated to participate in the Program for a prior year or years.
ARTICLE III
DETERMINATION OF NUMBER OF SHARES
3.01 Determination of Number of Shares. Within 30 days after the end of
each fiscal year, the Board shall meet and in its sole discretion determine the
number of shares that may be awarded to Participants during that fiscal year. In
no event may the number of shares to be awarded in any year exceed 2,000,000
shares, and in no event may the total number of shares to be awarded during the
term of the Program exceed 5,000,000 shares.
ARTICLE IV
AWARD OF BONUSES
4.01 Award of Bonus. A certificate representing the shares of common
stock of the Company earned by any Participant who reaches his or her
Performance Standards shall be issued to the Participant within 30 days of the
end of the fiscal year in which the Bonus was earned.
4.02 Death Prior to Award of Bonus. In the event of the Participant's
death prior to the award of Bonus that he or she may have earned by meeting or
exceeding the Performance Standards, the Bonus of such Participant shall be paid
to the Participant's Beneficiary as soon as practicable after the death of the
Participant.
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4.03 Forfeiture of Bonus. In the event a Participant ceases to be an
employee of the Company for any reason, except as a result of the Participant's
death, prior to the end of a fiscal year, the Participant shall forfeit his or
her entire Bonus.
ARTICLE V
ADMINISTRATION
5.01 Board to Administer and Interpret Program. The Board shall
administer the Program and shall have all powers necessary for that purpose,
including, but not by way of limitation, power to interpret the Program, to
determine the eligibility, status and rights of all persons under the Program,
and, in general, to decide any dispute. The Board shall maintain all Program
records.
5.02 Determination of Board Final. Board decisions relating to this
Program shall be final and conclusive on all persons.
5.03 Committee. The Board, in its sole discretion, may establish in its
stead a Committee to administer the Program in accordance with its terms and
purposes and having the powers set forth in Section 6.01 above. The Committee's
decisions regarding any question or issue arising under this Program shall be
conclusive and binding on all persons having an interest in this Program. The
Board may also appoint officers of the company to administer the Program.
5.04 Organization of Committee. The Committee, if established, shall
adopt such rules as it deems desirable for the conduct of its affairs and for
the administration of the Program. It may appoint agents (who need not be
members of the Committee) to whom it may delegate such powers as it deems
appropriate, except that the Committee shall resolve any dispute. The Committee
may make its determinations with or without meetings. It may authorize one or
more of its members or agents to sign instructions, notices and determinations
on its behalf. The action of a majority of the Committee shall constitute the
action of the Committee.
5.05 Indemnification. No member of the Board or of the Committee and no
officer or employee of the Company shall be liable to any person for any action
taken or omitted in connection with the administration of this Program unless
attributable to his own fraud or willful misconduct; nor shall the Company be
liable to any person for any such action unless attributable to fraud or willful
misconduct on the part of a director, officer or employee of the Company.
ARTICLE VI
AMENDMENT AND TERMINATION
6.01 Termination of Program. The Company may act through a Board
resolution to terminate the Program at any time. The Program shall also
terminate when the Company has issued the amount of stock set forth in Section
3.01 above.
6.02 Amendment by Company. The Company may act through a Board
resolution to amend this Program at any time and from time to time, but no
amendment shall reduce any benefit that has already been credited as of the
effective date of the amendment.
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6.03 Successors. Any Bonus under the Program shall inure to the benefit
of and be binding upon (i) the Company and its successors and assigns; and (ii)
the Participants, and their heirs, executors, administrators and legal
representatives.
ARTICLE VI
MISCELLANEOUS
7.01 Right to Terminate Employment. Nothing contained herein will
confer upon any Participant the right to be retained in the service of the
Company nor limit the right of the Company to discharge or otherwise deal with
any Participant without regard to the existence of the Program.
7.02 Construction. This Program is subject to the decisions of the
Board (or the Committee, if appointed hereunder) with respect to any question or
issue arising under this Program, which decisions shall be conclusive and
binding on all persons having an interest in this Program.
7.03 Entire Agreement. This Program constitutes the entire agreement
between the parties with regard to the subject matter hereof and the benefits
hereunder shall be independent of, and in addition to, any other benefits or
compensation payable under any other agreements that now exist or may hereafter
exist from time to time between the Company and the Participant.
7.04 Governing Law. This Program shall be governed by, and interpreted
and enforced in accordance with, the laws of the State of Utah.
Dated this 1st day of March 2000.
COMMERCIAL CONCEPTS, INC.
By: /s/ George Richards
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Its: President and Chief
Executive Officer
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