APPENDIX B-2
NEXTPATH TECHNOLOGIES, INC.
DIRECTORS' STOCK OPTION PLAN
1. PURPOSE. The purposes of this Directors' Stock Option Plan is to
further the long-term growth and earnings of NextPath Technologies, Inc. and its
subsidiaries by offering incentives to members of the Board of Directors who
will play an important role in such growth.
2. DEFINITIONS. The terms defined in this Section 2 shall, for
purposes of this Plan, have the meanings herein specified:
(a) "Board of Directors" shall mean not less than a quorum of the
whole Board of Directors of NextPath Technologies, Inc.
(b) "Company" shall mean NextPath Technologies, Inc., a Nevada
corporation.
(c) "Common Stock" shall mean the Company's presently authorized
voting common stock, par value $0.001.
(d) "Director" or "Directors" shall mean any member of the Board
of Directors.
(e) "Fair Market Value" as of any date shall mean the closing
price on that date, or on the next business day if that date is not a business
day, of a share of Common Stock as the price is reported on the Over the Counter
Bulletin Board (OTCBB) or other applicable exchange or market on which the
Common Stock is traded.
(f) "Plan" shall mean the NextPath Technologies, Inc. Directors'
Stock Option Plan.
(g) "Stock Option" shall mean the option to purchase Common Stock
of the Company granted to a Director under this Plan.
3. ADMINISTRATION.
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(a) Board of Directors. This Plan shall be administered by the
Board of Directors. From time to time, the Board of Directors may prescribe,
amend and rescind policies, rules and regulations for carrying out this Plan,
and recommend such action in the administration of this Plan as it shall deem
proper and in the best interests of the Company. The interpretation and
construction of any provision of this Plan by the Board of Directors shall be
final and conclusive. A majority of the members present at any meeting at which
a quorum is present, or acts approved in writing by all members of the Board of
Directors shall be deemed the action of the Board of Directors.
APPENDIX B-2
(b) Authority of the Board of Directors. Subject to the terms,
provisions, and conditions of this Plan, the Chief Executive Officer, with the
approval of the Board of Directors, shall have complete authority in his or her
discretion to determine or recommend (i) the Directors to be granted Stock
Options; (ii) the price and the number of shares subject to the Stock Options;
(iii) the form in which payment may be made; (iv) the determination of whether
the shares of Common Stock of the Company (which are the subject of a Stock
Option) will be subject to any restrictions upon the exercise of the Stock
Option; and (v) the other conditions or limitations, if any, applicable to the
Stock Options.
4. Shares Subject to the Plan. The maximum number of shares of
Common Stock which may be issued under this Plan is One Million Five Hundred
Thousand (1,500,000). The Company shall reserve and keep available such number
of shares of Common Stock as will satisfy the requirements of all outstanding
Stock Options granted under this Plan. If there is any change in the Company's
shares of Common Stock, as by stock splits, reverse stock splits, stock
dividends or recapitalization, the number of shares which may be issued under
this Plan shall be appropriately adjusted by the Company.
5. GRANT OF STOCK OPTIONS. Stock Options shall be granted by the Board
of Directors based on certain criteria developed by the Board of Directors from
time to time.
6. TERM AND LIMITATION ON EXERCISE. Each Stock Option may be exercised
during a period of ten (10) years from the date of the grant of the Stock Option
(the "Option Term"). No Stock Option shall be exercisable after the expiration
of its Option Term. A Stock Option is exercisable beginning on the first
anniversary of the date the Stock Option is granted.
7. OPTION PRICE. The option price per share of Common Stock deliverable
upon the exercise of a Stock Option shall be the Fair Market Value of a share of
Common Stock on the date the Stock Option is granted (the "Option Price").
8. PAYMENT OF OPTION PRICE. The entire Option Price with respect to the
exercise of a Stock Option shall be payable in full at the time of the exercise
of the Stock Option unless provided otherwise in the Stock Option Agreement.
9. STOCK OPTION AGREEMENTS. The grant of a Stock Option shall be
evidenced by a written Stock Option Agreement, executed by the Company and the
Director who is the holder of the Stock Option, stating the number of shares of
Common Stock subject to the Stock Option and the limitations placed on the
exercise and transferability of the Stock Option granted. The Stock Option
Agreement shall be in the form as the Board of Directors may from time to time
determine.
10. DEATH OF A DIRECTOR. Upon the death of a Director, any Stock
Options, to the extent exercisable on the date of his or her death, may be
exercised by the Director's estate, or by a person who acquires the right to
exercise the Stock Options by bequest or inheritance or by reason of the death
of the Director, provided that the exercise occurs within the remaining Option
Term, but in no event more than one (1) year after the date of the Director's
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APPENDIX B-2
death. The provisions of this Section shall apply notwithstanding the fact that
the Director may have ceased serving as a Director prior to his or her death,
but only to the extent of any Stock Options exercisable by the Director on the
date of his or her death.
11. RETIREMENT OR DISABILITY OF DIRECTOR. Upon a Director ceasing to
serve as a Director by reason of the retirement or permanent disability of the
Director (as each is determined by the Board of Directors), the Director may,
within sixty (60) days from the date of his cessation to serve as a Director,
exercise any Stock Options to the extent the Stock Options are exercisable
during that sixty (60) day period.
12. OTHER TERMINATION AS DIRECTOR. Except as provided in Sections 10 and
11 herein, or except as otherwise determined by the Board of Directors, all
Stock Options of a Director shall terminate sixty (60) days after the Director
ceases to serve as a Director of the Company.
13. Exercise of Options.
(a) To exercise a Stock Option, a Director or his or her
successor shall give written notice to the Company's Treasurer at the Company's
principal office, accompanied by full payment of the Option Price for the shares
of Common Stock being purchased (unless allowed otherwise by the Stock Option
Agreement) and a written statement that the shares of Common Stock are being
purchased for investment and not with a view to distribution; however, this
statement shall not be required if the shares of Common Stock subject to the
Stock Option are registered with the Securities and Exchange Commission. If the
Stock Option is exercised by the successor of a Director following his or her
death, proof shall be submitted, satisfactory to the Company, of the right of
the successor to exercise the Stock Option.
(b) Shares of Common Stock issued pursuant to this Plan which
have not been registered with the Securities and Exchange Commission shall bear
the following legend:
The Securities represented by this Certificate have not been
registered under the United States Securities Act of 1933 (the
"Act") and are "restricted securities" as that term is defined in
Rule 144 under the Act. The Securities may not be offered for
sale, sold or otherwise transferred except pursuant to an
effective registration statement under the Act, or pursuant to an
exemption from registration under the Act, the availability of
which is to be established to the satisfaction of the Company.
(c) The Company shall not be required to transfer or deliver any
certificate or certificates for shares of Common Stock purchased upon any
exercise of a Stock Option: (i) until after compliance with all then applicable
requirements of law, and (ii) prior to admission of the shares to listing on any
stock exchange on which the stock may then be listed. In no event shall the
Company be required to issue fractional shares to a Director or his or her
successor.
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APPENDIX B-2
14. GENERAL RESTRICTIONS. Each Stock Option under this Plan shall be
subject to the requirement that, if at any time the Board of Directors shall
determined that (i) the listing, registration or qualification of the shares of
Common Stock subject or related thereto upon any securities exchange or under
any state or Federal law, (ii) the consent or approval of any government
regulatory body, or (iii) an agreement by the Director with respect to the
disposition of shares of Common Stock is necessary or desirable as a condition
of, or in connection with, the granting of the Stock Option or the issue or
purchase of shares of Common Stock thereunder, the granting of the Stock Option
or the issue or purchase of the shares of Common Stock may not be consummated in
whole or in part unless the listing, registration, qualification, consent,
approval or agreement shall have been effected or obtained free of any
conditions not acceptable to the Board of Directors.
15. ASSIGNMENT. The rights under this Plan shall not be assignable or
transferable, except by will or by the laws of descent and distribution. Any
attempted assignment, transfer, pledge, hypothecation, or other disposition of
the rights under this Plan contrary to the provisions hereof shall be null and
void and without effect. During the life of a Director, any right under this
Plan shall be exercisable only by the Director or his or her guardian or legal
representative.
16. WITHHOLDING TAXES. Whenever the Company proposes or is required to
issue or transfer shares of Common Stock under this Plan, the Company shall have
the right to require the Director to remit to the Company an amount sufficient
to satisfy any Federal, state and/or local withholding tax requirements prior to
the delivery of any certificate or certificates for the shares of Common Stock.
Alternatively, the Company may issue or transfer the shares of Common Stock net
of the number of shares sufficient to satisfy the withholding tax requirements.
For withholding tax purposes, the shares of Common Stock shall be valued on the
date the withholding obligation is incurred.
17. RIGHT TO TERMINATE DIRECTORSHIP. Nothing in this Plan or in any
agreement entered into pursuant to this Plan shall confer upon any Director the
right to continue to serve as a Director of the Company or affect any right
which the Company may have to terminate the Director as a member of the Board of
Directors.
18. RIGHTS AS A SHAREHOLDER. A recipient of any Stock Option under this
Plan shall have no rights as a shareholder with respect thereto unless and until
a certificate or certificates for shares of Common Stock are issued to him or
her.
19. ADJUSTMENTS. In the event of any change in the outstanding Common
Stock by reason of a stock dividend or distribution, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or the like, the Board
of Directors may appropriately adjust the number of shares of Common Stock which
may be issued under this Plan, the number of shares of Common Stock subject to
Stock Options granted under this Plan, the Option Price, and any and all other
matters deemed appropriate by the Board of Directors.
20. REMEDIES. Any controversy or claim arising out of or related to this
Plan, the constituent or other documents or agreements between the Company and
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APPENDIX B-2
one or more of the Directors, or the governance of the Company shall be settled,
except as may otherwise be provided herein, by binding arbitration in accordance
with the Commercial Arbitration Rules of the American Arbitration Association.
Any dispute as to whether a controversy or claim is subject to arbitration shall
be submitted as part of the arbitration proceeding. The arbitration shall be
conducted by a single arbitrator selected by the American Arbitration
Association. The arbitrator shall take evidence directly from witnesses and
documents as presented by the parties. All witnesses shall be made available for
cross examination. The arbitrator shall render a written decision, stating his
or her reason for it, and shall render an award within twelve months of the
request for arbitration, and the award shall be final and binding upon both
parties. The award may include any legal or equitable relief that could be
ordered by a court of general jurisdiction. Judgment upon the award may be
entered in any court of record of competent jurisdiction, or application may be
made to that court for judicial acceptance of the award and an order of
enforcement, as the law of that jurisdiction may require or allow. The parties
further agree that the prevailing party shall be entitled to reimbursement of
the costs of its own experts, evidence and legal counsel from the other party,
who shall also bear the expenses of the arbitration.
21. AMENDMENT OF THE PLAN.
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(a) The Board of Directors may, without further action by the
shareholders of the Company, amend this Plan or condition or modify grants of
Stock Options under this Plan in response to changes in securities or other laws
or rules, regulations or regulatory interpretations thereof applicable to this
Plan or to comply with stock exchange rules or requirements.
(b) The Board of Directors may at any time and from time to time
terminate, modify or amend this Plan in any respect, except that without
shareholder approval, the Board of Directors may not (i) increase the maximum
number of shares of Common Stock which may be issued under this Plan (other than
increases pursuant to Section 19 hereof), (ii) extend the period during which
any Stock Option may be granted or exercised, or (iii) extend the term of this
Plan. The termination, modification or amendment of this Plan, except as
provided in Section 21(a), shall not affect a Director's Stock Option previously
granted to him or her under this Plan without his or her written consent.
22. PERIOD OF PLAN. This Plan shall expire and terminate on the earlier
of: (i) the tenth anniversary of the date on which this Plan was adopted by the
Board of Directors or (ii) or the tenth anniversary of the date on which the
shareholders of the Company approved this Plan. Notwithstanding the termination
of this Plan, a Stock Option granted under this Plan may be exercised up until
the expiration of its Option Term.
23. SEVERABILITY. Every part, term or provision of this Plan is
severable from the others. Notwithstanding any possible future finding by a duly
constituted authority that a particular part, term or provision is invalid, void
or unenforceable, this Plan has been made with the clear intention that the
validity and enforceability of the remaining parts, terms and provisions shall
not be affected thereby.
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APPENDIX B-2
24. NOTICE. Any notice to be delivered under this Plan shall be given in
writing and delivered, personally or by certified mail, postage prepaid,
addressed to the Company or the Director at their last known address.
25. GOVERNING LAW. This Plan shall be construed in accordance with and
governed by the applicable Federal law and, to the extent otherwise applicable,
the laws of the State of Nevada.
26. HEADINGS. The headings in this Plan are for convenience only and
shall not be used to interpret or construe the provisions.
Adopted by the Company this ______ day of __________________, 2000.
NextPath Technolgies, Inc.
By:
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James D. Wilson, President
ATTEST:
By:--------------------------
Kary Lewis, Secretary
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