EXHIBIT 10.1
GREEN CAPITAL GROUP, INC.
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1998 STOCK OPTION PLAN
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1. Grant of Options; Generally. In accordance with the provisions
hereinafter set forth in this Plan, the Stock Option Committee of the
Corporation is hereby authorized to issue from time to time on the Corporation's
behalf to any one or more Eligible Persons, as hereinafter defined, Stock
Options to acquire shares of Common Stock.
2. Definitions. For the purpose of this Plan, unless the context
requires otherwise, the following terms shall have the meanings indicated:
2.1 "Board" means the board of directors of the Corporation.
2.2 "Change in Control" means the occurrence of any of the
following events: (a) there shall be consummated (i) any consolidation or merger
of the Corporation in which the Corporation is not the continuing or surviving
corporation or pursuant to which shares of the Corporation's Common Stock would
be converted into cash, securities or other property, other than a merger of the
Corporation in which the holders of the Corporation's Common Stock immediately
prior to the merger have the same proportionate ownership of common stock of the
surviving corporation immediately after the merger, or (ii) any sale, lease,
exchange or other transfer (excluding transfer by way of pledge or
hypothecation), in one transaction or a series of related transactions, of all,
or substantially all, of the assets of the Corporation, (b) the stockholders of
the Corporation approve any plan or proposal for the liquidation or dissolution
of the Corporation, (c) any "person" (as such term is defined in Section 3(a)(9)
or Section 13(d)(3) under the 1934 Act) or any "group" (as such term is used in
Rule 13d-5 promulgated under the 1934 Act), other than the Corporation or any
successor of the Corporation or any Subsidiary of the Corporation or any
employee benefit plan of the Corporation or any Subsidiary (including such
plan's trustee), becomes a beneficial owner for purposes of Rule 13d-3
promulgated under the 1934 Act, directly or indirectly, of securities of the
Corporation representing 50.1% or more of the Corporation's then outstanding
securities having the right to vote in the election of directors, or (d) during
any period of two consecutive years, individuals who, at the beginning of such
period constituted the entire Board, cease for any reason (other than death) to
constitute a majority of the directors, unless the election, or the nomination
for election, by the Corporation's stockholders, of each new director was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period.
2.3 "Code" means the Internal Revenue Code of 1986, as
amended.
2.4 "Common Stock" means the common stock which the
Corporation is currently authorized to issue or may in the future be authorized
to issue.
2.5 "Corporation" means Green Capital Group, Inc., a Nevada
corporation.
2.6 "Date of Grant" means the effective date on which a Stock
Option is awarded to an Eligible Person as set forth in the Stock Option
agreement.
2.7 "Eligible Person" means any employee of the Corporation or
any Subsidiary of the Corporation or any non-employee director of the
Corporation who is, or who is proposed to be, a recipient of a Stock Option as
further defined in Section 5 hereof.
2.8 "Fair Market Value" of the Corporation's shares of Common
Stock means whichever of the following is applicable: (i) the closing price per
share on any stock exchange on which the Common Stock is traded, (ii) the mean
between the closing or average (as the case may be) bid and asked prices per
share of Common Stock on the over-the-counter market, or (iii) in the event that
the Corporation's Common Stock is not publicly traded, (a) the price per share
at which
the Corporation offered any securities for sale in a private offering exempt
from registration under the Securities Act of 1933, as amended, within 24 months
after such private offering of securities, or (b) as determined in the sole
discretion of the Stock Option Committee.
2.9 "ISO" is an Incentive Stock Option which means an option
to purchase shares of Common Stock granted to an Eligible Person pursuant to
Section 5 and which is intended to qualify as an Incentive Stock Option under
Section 422 of the Code.
2.10 "1934 Act" means the Securities Exchange Act of 1934, as
amended.
2.11 "NSO" is a Nonqualified Stock Option which means an
option to purchase shares of Common Stock granted to an Eligible Person pursuant
to Section 5 and which is not intended to qualify as an Incentive Stock Option
under Section 422 of the Code.
2.12 "Plan" means the Green Capital Group, Inc. 1998 Stock
Option Plan, as it may be amended from time to time.
2.13 "Reload Stock Option" means a Nonqualified Stock Option
or an Incentive Stock Option granted pursuant to Section 9 hereof.
2.14 "Restricted Stock" shall have the meaning set forth in
Section 9.1 hereof.
2.15 "Restriction Period" shall have the meaning set forth in
Section 9.1 hereof.
2.16 "Stock Dividend" means a dividend or other distribution
declared on the shares of Common Stock payable in (i) capital stock of the
Corporation or any Subsidiary of the Corporation, or (ii) rights, options or
warrants to receive or purchase capital stock of the Corporation or any
Subsidiary of the Corporation, or (iii) securities convertible into or
exchangeable for capital stock of the Corporation or any Subsidiary of the
Corporation, or (iv) any capital stock received upon the exercise, or with
respect to, the foregoing.
2.17 "Stock Option" or "Stock Options" shall mean any and all
Incentive Stock Options, Nonqualified Stock Options and Reload Stock Options
granted pursuant to the Plan.
2.18 "Subsidiary" means any corporation in an unbroken chain
of corporations beginning with the Corporation if, at the time of granting of
the Stock Option, each of the corporations other than the last corporation in
the unbroken chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in the
chain, and "Subsidiaries" means more than one of any such corporations.
3. Type of Options. The Stock Option Committee is authorized
to issue Stock Options which meet the requirements of the Code, which Stock
Options are hereinafter referred to collectively as ISOs, or singularly as an
ISO. The Stock Option Committee is also authorized to issue Stock Options which
are not ISOs, which Stock Options are hereinafter referred to collectively as
NSOs, or singularly as an NSO. The Stock Option Committee is also authorized to
issue Reload Stock Options in accordance with Section 9 herein, which Reload
Stock Options are hereinafter referred to collectively as Reload Stock Options,
or singularly as a Reload Stock Option.
4. Amount of Common Stock. The aggregate number of shares of Common
Stock which may be purchased pursuant to the exercise of Stock Options is
750,000 shares. Of this amount, 600,000 shares of Common Stock may be purchased
pursuant to the exercise of ISOs, and 150,000 shares of Common Stock may be
purchased pursuant to the exercise of NSOs. If a Stock Option ceases to be
exercisable, in whole or in part, the shares of Common Stock underlying such
Stock Option shall continue to be available under this Plan. If there is any
change in the number of shares of Common Stock on account of the declaration of
stock dividends, recapitalization resulting in stock split-ups, or combinations
or exchanges of shares of Common Stock, or otherwise, the number of shares of
Common Stock available for purchase by the exercise of Stock Options, the
shares of Common Stock subject to any Stock Option and the exercise price of any
outstanding Stock Option shall be appropriately adjusted by the Stock Option
Committee. The Stock Option Committee shall give notice of any adjustments to
each Eligible Person granted a Stock Option under this Plan, and such
adjustments shall be effective and binding on all Eligible Persons. If because
of one or more recapitalizations, reorganizations or other corporate events, the
holders of outstanding Common Stock receive something other than shares of
Common Stock then, upon exercise of a Stock Option, the Eligible Person will
receive what the holder would have owned if the holder had exercised the Stock
Option immediately before the first such corporate event and not disposed of
anything the holder received as a result of the corporate event.
5. Eligible Persons.
5.1 With respect to ISOs, an Eligible Person means any
individual who has been employed by the Corporation or by any one or more
Subsidiary for a continuous period of at least 60 days.
5.2 With respect to NSOs, an Eligible Person means (1) any
individual who has been employed by the Corporation or by any Subsidiary for a
continuous period of at least 60 days, or (2) any director of the Corporation or
any Subsidiary even though said director is not employed by the Corporation or
by any Subsidiary.
6. Non-Employee Directors' Stock Options. The provisions of this
Section shall apply only to NSO'S granted under the Plan to non-employee
directors of the Corporation.
6.1 Eligibility. Only non-employee directors of the
Corporation shall be eligible to receive grants of NSO's under this Section 6.
6.2 Grant of Options. On September 15 of each year during the
term of this Plan (or if such date is not a business day, then on the next
succeeding business day thereafter), the
Corporation shall grant to each non-employee director of the Corporation a NSO
to purchase that number of shares of Common Stock determined by dividing the
annual director's fee paid or accrued to be paid to that director with respect
to the 12 month period immediately preceding such Date of Grant, by the Fair
Market Value per share of the Common Stock on the Date of Grant. Each grant of
NSO's under this Section 6 shall be evidenced by a Stock Option agreement
setting forth the total number of shares subject to the NSO, the option exercise
price, the term of the NSO and such other terms and provisions as are consistent
with the Plan.
6.3 Option Price. The option exercise price for a NSO granted
under this Section 6 shall be equal to the Fair Market Value per share of Common
Stock on the Date of Grant. Notwithstanding anything to the contrary contained
in this Section 6, the option exercise price of each NSO pursuant to this
Section 6 shall not be less than the par value per share of the Common Stock.
6.4 Option Period. All NSO's granted under this Section 6
shall automatically vest and be exercisable in full after the expiration of six
months from the Date of Grant. The period during which a NSO granted under this
Section 6 may be exercised shall expire ten years from the Date of Grant, unless
sooner terminated in accordance with the terms of the Stock Option agreement. No
NSO granted under this Section 6 may be exercised at any time after its term.
7. Grant of Options. The Corporation grants to the Stock Option
Committee the right to issue the Stock Options established by this Plan to
Eligible Persons. The Stock Option Committee shall follow the procedures
prescribed for it elsewhere in this Plan. A grant of Stock Options shall be set
forth in a writing signed by a majority of the members of the Stock Option
Committee. The writing shall identify whether the Stock Option being granted is
an ISO or a NSO and shall set forth the terms which govern the Stock Option. The
terms shall be determined by the Stock Option
Committee, and may include, among other terms, the number of shares of Common
Stock that may be acquired pursuant to the exercise of the Stock Options, when
the Stock Options may be exercised, the effect on the Stock Options if the
Eligible Person terminates the employment and whether the Eligible Person may
deliver shares of Common Stock to pay for the shares of Common Stock to be
purchased by the exercise of the Stock Option. However, no term shall be set
forth in the writing which is inconsistent with the terms of this Plan. The
terms of a Stock Option granted to an Eligible Person may differ from the terms
of a Stock Option granted another Eligible Person, and may differ from the terms
of an earlier Stock Option granted to the same Eligible Person.
8. Purchase of Shares. A Stock Option shall be exercised by the tender
to the Corporation of the full purchase price of the shares with respect to
which the Stock Option is exercised and written notice of the exercise. The
purchase price of the shares shall be in United States dollars, payable in cash
or by check, or in property or Corporation stock, if so permitted by the Stock
Option Committee in accordance with the discretion granted to the Stock Option
Committee in Paragraph 10 hereof, having a value equal to such purchase price.
The Corporation shall not be required to issue or deliver any certificates for
shares of Common Stock purchased upon the exercise of a Stock Option prior to
(i) if requested by the Corporation, the filing with the Corporation by the
Eligible Person of a representation in writing that it is the Eligible Person's
then present intention to acquire the shares of Common Stock being purchased for
investment and not for resale, and/or (ii) the completion of any registration or
other qualification of such shares by any government regulatory body, which the
Corporation shall determine to be necessary or advisable.
9. Reload Stock Options.
9.1 Grant of Reload Stock Options. Subject to the terms of
Section 9.2, in the event that shares are delivered by an Eligible Person in
payment of all or a portion of the exercise
price of a Stock Option as set forth in Section 9.1 and/or shares are withheld
by the Corporation in satisfaction of the Corporation's tax withholding
obligations upon exercise, then an Eligible Person so exercising a NSO shall
automatically be granted a NSO and an Eligible Person so exercising an ISO shall
automatically be granted an ISO (in either case, a "Reload Stock Option"), to
purchase that number of shares so delivered to it or withheld by the
Corporation, as the case may be, at a Stock Option exercise price equal to the
Fair Market Value per share of the Common Stock on the date of exercise (subject
to the provisions of Section 12 regarding ISO's and, in any event not less than
the par value per share of the Common Stock). The option period for a Reload
Stock Option will expire on the expiration date of the Stock Option it replaces
(subject to the provisions in Section 12 regarding ISO's and the provisions
relating to termination in the Stock Option agreement), after which the Reload
Stock Option cannot be exercised. The Date of Grant of a Reload Stock Option
shall be the date that the Stock Option it replaces is exercised. A Reload Stock
Option shall automatically vest and be exercisable in full after the expiration
of six months from its Date of Grant. It shall be a condition to the grant of a
Reload Stock Option that promptly after its Date of Grant, a Stock Option
agreement shall be delivered to, and executed and delivered by, the Eligible
Person and the Corporation which sets forth the total number of shares subject
to the Reload Stock Option, the Stock Option exercise price, the term of the
Reload Stock Option and such other terms and provisions as are consistent with
the Plan.
9.2 Restricted Stock. In the event that an Eligible Person exercises a
Stock Option and receives a Reload Stock Option under Section 9.1, the following
restrictions and conditions will apply to that number of the shares of Common
Stock (the "Restricted Stock") issued to the Eligible Person upon such exercise,
which is equal to one-half of the sum of (i) the number of shares of Common
Stock delivered by the Eligible Person to the Corporation in payment of the
exercise price,
if any, plus (ii) the number of shares of Common Stock withheld by the
Corporation in satisfaction of the Corporation's tax withholding obligations, if
any:
(a) Restriction Period. Subject to the other provisions of
this Plan, each Eligible Person shall not be permitted to sell, assign,
transfer, pledge, exercise or place any encumbrance on, shares of Restricted
Stock and any Stock Dividends paid on or with respect to such Restricted Stock
until the earliest to occur of any of the following events (such period of
restriction being referred to herein as the "Restriction Period"):
(i) the expiration of one year from the date of issuance
of the Restricted Stock in the name of the Eligible
Person;
(ii) in the case of an employee of the Corporation or a
Subsidiary, the retirement of such Eligible Person
from the Corporation or the Subsidiary in accordance
with the standard retirement policies of the
Corporation or the Subsidiary, as the case may be;
(iii) in the case of a non-employee director of the
Corporation, the cessation of service of such
Eligible Person as a director of the Corporation;
(iv) the death of such Eligible Person;
(v) the total and permanent disability of such Eligible
Person; or (vi) a Change in Control of the
Corporation.
(b) Rights with Respect to Restricted Stock. Except as
otherwise provided in the Plan, the Eligible Person shall have, with respect to
his or her Restricted Stock (and any Stock Dividends paid on such Restricted
Stock), all of the rights of a stockholder of the Corporation, including the
right to vote the shares and the right to receive any dividends thereon. Each
Eligible Person who is to receive Restricted Stock shall be issued a stock
certificate in respect of such shares
of Restricted Stock, registered in the name of the Eligible Person, which shall
bear an appropriate legend referring to the restrictions applicable to such
Restricted Stock, to read substantially in the following form:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions of the Green CapitalGroup, Inc. 1998 Stock Option
Plan. A copy of such Plan is on file in the offices of Green
Capital Group, Inc., Apdo 665-1007, San Jose, Costa Rica,
Edeficio Centro Colon, 3er Piso."
10. Stock Option Committee. The Stock Option Committee, shall be
appointed from time to time by the Corporation's Board. The Board may from time
to time remove members from or add members to the Stock Option Committee. The
Stock Option Committee shall be constituted so as to permit the Plan to comply
in all respects with the provisions set forth in Section 18 herein. The members
of the Stock Option Committee shall elect one of its members as its chairman.
The Stock Option Committee shall hold its meetings at such times and places as
its chairman shall determine. A majority of the Stock Option Committee's members
present in person shall constitute a quorum. All determinations of the Stock
Option Committee will be made by the majority vote of the members constituting
the quorum. The members may participate in a meeting of the Stock Option
Committee by conference telephone or similar communication equipment by means of
which all members participating in the meeting can hear each other.
Participation in a meeting in that manner will constitute presence in person at
the meeting. Any decision or determination reduced to writing and signed by all
members of the Stock Option Committee will be effective as if it had been made
by a majority vote of all members of the Stock Option Committee at a meeting
which is duly called and held.
11. Administration of Plan. In addition to granting Stock Options and
to exercising the authority granted to it elsewhere in this Plan, the Stock
Option Committee is granted the full right and authority to interpret and
construe the provisions of this Plan, promulgate, amend and rescind rules and
procedures relating to the implementation of the Plan and to make all other
determinations necessary or advisable for the administration of the Plan,
consistent; however, with the intent of the Corporation that Stock Options
granted or awarded pursuant to the Plan comply with the provisions of Sections
18 and 19 herein. All determinations made by the Stock Option Committee shall be
final, binding and conclusive on all persons including the Eligible Person, the
Corporation and its stockholders, employees, officers and directors, No member
of the Stock Option Committee will be liable for any act or omission in
connection with the administration of this Plan unless it is attributable to
that member's willful misconduct.
12. Provisions Applicable to ISOs. The following provisions shall apply
to all ISOs granted by the Stock Option Committee and are incorporated by
reference into any writing granting an ISO:
(a) An ISO may only be granted within 10 years from March 31,
1998, the date that this Plan has been adopted by the Corporation's Board.
(b) An ISO may not be exercised after the expiration of ten
(10) years from the date the ISO is granted.
(c) The Stock Option exercise price is not less than the Fair
Market Value of the Common Stock at the time the ISO is granted.
(d) An ISO is not transferrable by the Eligible Person to whom
it is granted except by will, or the laws of descent and distribution, and is
exercisable during his or her lifetime only by the Eligible Person.
(e) If the Eligible Person receiving the ISO owns at the time
of the grant stock possessing more than 10% of the total combined voting power
of all classes of stock of the employer corporation or of its parent or
subsidiary corporation (as those terms are defined in the Code), then the Stock
Option exercise price shall be at least 110% of the Fair Market Value of the
Common Stock, and the ISO shall not be exercisable after the expiration of five
years from the date the ISO is granted.
(f) The aggregate Fair Market Value (determined at the time
the ISO is granted) of the Common Stock with respect to which the ISO is first
exercisable by the Eligible Person during any calendar year (under this Plan and
any other incentive stock option plan of the Corporation) shall not exceed
$100,000.
(g) This Plan was adopted by the Corporation on March 31, 1998
by virtue of its approval by the Corporation's Board and was approved by the
stockholders of the Corporation on March 31, 1998.
(h) Even if the shares of Common Stock which are issued upon
exercise of an ISO are sold within one year following the exercise of such ISO
such that the sale constitutes a disqualifying disposition for ISO treatment
under the Code, no provision of this Plan shall be construed as prohibiting such
a sale.
13. Determination of Fair Market Value. In granting ISOs under the
Plan, the Stock Option Committee shall make a good faith determination as to the
Fair Market Value of the Common Stock at the time of granting the ISO.
14. Restrictions on Issuance of Common Stock. The Corporation shall not
be obligated to sell or issue any shares of Common Stock pursuant to the
exercise of a Stock Option unless the Common Stock with respect to which the
Stock Option is being exercised is at that time effectively
registered or exempt from registration under the Securities Act of 1933, as
amended, and any other applicable laws, rules and regulations. The Corporation
may condition the exercise of a Stock Option granted in accordance herewith upon
receipt from the Eligible Person, or any other purchaser thereof, of a written
representation that at the time of such exercise it is his or her then present
intention to acquire the shares of Common Stock for investment and not with a
view to, or for sale in connection with, any distribution thereof; except that,
in the case of a legal representative of an Eligible Person, "distribution"
shall be defined to exclude distribution by will or under the laws of descent
and distribution. Prior to issuing any shares of Common Stock pursuant to the
exercise of a Stock Option, the Corporation shall take such steps as it deems
necessary to satisfy any withholding tax obligations imposed upon it by any
level of government.
15. Corporate Events. In the event of the proposed dissolution or
liquidation of the Corporation, or in the event of a proposed sale of
substantially all of the assets of the Corporation, the Board may declare that
each Stock Option granted under this Plan shall terminate as of a date to be
fixed by the Board; provided that not less than 30 days written notice of the
date so fixed shall be given to each Eligible Person holding a Stock Option, and
each such Eligible Person shall have the right, during the period of 30 days
preceding such termination to exercise his Stock Option as to all or any part of
the shares of Common Stock covered thereby, including shares of Common Stock as
to which such Stock Option would not otherwise be exercisable. Nothing set forth
herein shall extend the term set for purchasing the shares of Common Stock set
forth in the Stock Option.
16. No Guarantee of Employment. Nothing in this Plan or in any writing
granting a Stock Option will confer upon any Eligible Person the right to
continue in the employ of the Eligible Person's employer, or will interfere with
or restrict in any way the right of the Eligible Person's
employer to discharge such Eligible Person at any time for any reason
whatsoever, with or without cause.
17. Amendment of Plan. The Corporation's Board may amend, suspend or
discontinue this Plan at any time; however, no such action may prejudice the
rights of any Eligible Person who has prior thereto been granted Stock Options
under this Plan. Further, no amendment to this Plan which has the effect of (a)
increasing the number of shares of Common Stock subject to this Plan (except for
adjustments pursuant to Section 3 herein), or (b) changing the definition of
Eligible Persons under this Plan, may be effective unless and until approval of
the stockholders of the Corporation is obtained in the same manner as approval
of this Plan is required. The Corporation's Board is authorized to seek the
approval of the Corporation's stockholders for any other changes it proposes to
make to this Plan which require such approval; however, the Board may modify the
Plan as necessary to effectuate the intent of the Plan as a result of any
changes in tax, accounting or securities laws treatment of Eligible Persons and
the Plan, subject to the provisions set forth in this Section 17, and Sections
18 and 19.
18. Compliance with Rule 16b-3. This Plan is intended to comply in all
respects with Rule 16b-3 ("Rule 16b-3") promulgated by the Securities and
Exchange Commission under the 1934 Act with respect to participants who are
subject to Section 16 of the 1934 Act, and any provision(s) herein that is/are
contrary to Rule 16b-3 shall be deemed null and void to the extent deemed
appropriate by either the Stock Option Committee or the Corporation's Board.
19. Compliance with Code. The aspects of this Plan on ISOs is intended
to comply in every respect with Section 422 of the Code and the regulations
promulgated thereunder. In the event any future statute or regulation shall
modify the existing statute, the aspects of this Plan on ISOs shall be deemed to
incorporate by reference such modification. Any Stock Option agreement
relating to any Stock Option granted pursuant to this Plan, outstanding and
unexercised at the time any modifying statute or regulation becomes effective,
shall also be deemed to incorporate by reference such modification and no notice
of such modification need to be given to the optionee.
If any provision of the aspects of this Plan on ISOs is determined to
disqualify the shares purchasable pursuant to the Stock Options granted under
this Plan from the special tax treatment provided by Section 422 of the Code,
such provision shall be deemed null and void and to incorporate by reference the
modification required to qualify the shares for said tax treatment.
20. Effective Date. This Plan was adopted by the Board on March 31,
1998, and was approved by the stockholders on March 31, 1998. The terms of the
Plan shall apply to all Stock Options that may be issued on or after the date
hereof.
GREEN CAPITAL GROUP, INC
By: /s/Oscar Christian
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Its : President
Date: As of April 14, 1998