EXHIBIT 4(C)
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
NON-QUALIFIED STOCK OPTION PLAN
l. Purpose. This Non-Qualified Stock Option Plan (the "Plan")
is intended to advance the interests of Global Entertainment Holdings/Equities,
Inc. (the "Company") and its shareholders, by encouraging and enabling selected
officers, directors, consultants and key employees upon whose judgment,
initiative and effort the Company is largely dependent for the successful
conduct of its business, to acquire and retain a proprietary interest in the
Company by ownership of its stock. Options granted under the Plan are intended
to be Options which do not meet the requirements of Section 422 of the Internal
Revenue Code of 1954, as amended (the "Code").
2. Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the directors duly appointed to
administer the Plan.
(c) "Common Stock" means the Company's Common Stock.
(d) "Date of Grant" means the date on which an Option is
granted under the Plan.
(e) "Option" means an Option granted under the Plan.
(f) "Optionee" means a person to whom an Option, which has not
expired, has been granted under the Plan.
(g) "Successor" means the legal representative of the estate of
a deceased optionee or the person or persons who acquire the right to exercise
an Option by bequest or inheritance or by reason of the death of any Optionee.
3. Administration of Plan. The Plan shall be administered by
the Company's Board of Directors or in the alternative, by a committee of two or
more directors appointed by the Board (the "Committee"). If a Committee should
be appointed, the Committee shall report all action taken by it to the Board.
The Committee shall have full and final authority in its discretion, subject to
the provisions of the Plan, to determine the individuals to whom and the time or
times at which Options shall be granted and the number of shares and purchase
price of Common Stock covered by each Option; to construe and interpret the
Plan; to determine the terms and provisions of the respective Option agreements,
which need not be identical, including, but without limitation, terms covering
the payment of the Option Price; and to make all other determinations and take
all other actions deemed necessary or advisable for the proper administration of
the Plan. All such actions and determinations shall be conclusively binding for
all purposes and upon all persons.
4. Common Stock Subject to Options. The aggregate number of
shares of the Company's Common Stock which may be issued upon the exercise of
Options granted under the Plan shall not exceed 25,000,000. The shares of Common
Stock to be issued upon the exercise of Options may be authorized but unissued
shares, shares issued and reacquired by the Company or shares bought on the
market for the purposes of the Plan. In the event any Option shall, for any
reason, terminate or expire or be surrendered without having been exercised in
full, the shares subject to such Option but not purchased thereunder shall again
be available for Options to be granted under the Plan.
5. Participants. Options may be granted under the Plan to
employees, directors and officers, and consultants or advisors to the Company
(or the Company's subsidiaries), provided however that bona fide services shall
be rendered by such consultants or advisors and such services must not be in
connection with the offer or sale of securities in a capital-raising
transaction.
6. Terms and Conditions of Options. Any Option granted under
the Plan shall be evidenced by an agreement executed by the Company and the
recipient and shall contain such terms and be in such form as the Committee may
from time to time approve, subject to the following limitations and conditions:
(a) Option Price. The Option Price per share with
respect to each Option shall be determined by the Committee.
(b) Period of Option. The period during which each
option may be exercised, and the expiration date of each Option shall be fixed
by the Committee, but, notwithstanding any provision of the Plan to the
contrary, such expiration date shall not be more than ten years from the date of
Grant.
(c) Vesting of Shareholder Rights. Neither an Optionee
nor his successor shall have any rights as a shareholder of the Company until
the certificates evidencing the shares purchased are properly delivered to such
Optionee or his successor.
(d) Exercise of Option. Each Option shall be exercisable
from time to time during a period (or periods) determined by the Committee and
ending upon the expiration or termination of the Option; provided, however, the
Committee may, by the provisions of any Option Agreement, limit the number of
shares purchaseable thereunder in any period or periods of time during which the
Option is exercisable.
(e) Nontransferability of Option. No Option shall be
transferable or assignable by an Optionee, otherwise than by will or the laws of
descent and distribution and each Option shall be exercisable, during the
Optionee's lifetime, only by him. No Option shall be pledged or hypothecated in
any way and no Option shall be subject to execution, attachment, or similar
process except with the express consent of the Committee.
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(f) Death of Optionee. If an Optionee dies while holding
an Option granted hereunder, his Option privileges shall be limited to the
shares which were immediately purchasable by him at the date of death and such
Option privileges shall expire unless exercised by his successor within four
months after the date of death.
7. Reclassification, Consolidation, or Merger. If and to the
extent that the number of issued shares of Common Stock of the Corporation shall
be increased or reduced by change in par value, split up, reclassification,
distribution of a dividend payable in stock, or the like, the number of shares
subject to Option and the Option price per share shall be proportionately
adjusted by the Committee, whose determination shall be conclusive. If the
Corporation is reorganized or consolidated or merged with another corporation,
an Optionee granted an Option hereunder shall be entitled to receive Options
covering shares of such reorganized, consolidated, or merged company in the same
proportion, at an equivalent price, and subject to the same conditions. The new
Option or assumption of the old Option shall not give Optionee additional
benefits which he did not have under the old Option, or deprive him of benefits
which he had under the old Option.
8. Restrictions on Issuing Shares. The exercise of each Option
shall be subject to the condition that if at any time the Company shall
determine in its discretion that the satisfaction of withholding tax or other
withholding liabilities, or that the listing, registration, or qualification of
any shares otherwise deliverable upon such exercise upon any securities exchange
or under any state or federal law, or that the consent or approval of any
regulatory body, is necessary or desirable as a condition of, or in connection
with, such exercise or the delivery or purchase of shares purchased thereto,
then in any such event, such exercise shall not be effective unless such
withholding, listing, registration, qualification, consent, or approval shall
have been effected or obtained free of any conditions not acceptable to the
Company.
Unless the shares of stock covered by the Plan have been
registered with the Securities and Exchange Commission pursuant to Section 5 of
the Securities Act of l933, each optionee shall, by accepting an option,
represent and agree, for himself and his transferrees by will or the laws of
descent and distribution, that all shares of stock purchased upon the exercise
of the option will be acquired for investment and not for resale or
distribution. Upon such exercise of any portion of an option, the person
entitled to exercise the same shall, upon request of the Company, furnish
evidence satisfactory to the Company (including a written and signed
representation) to the effect that the shares of stock are being acquired in
good faith for investment and not for resale or distribution. Furthermore, the
Company may, if it deems appropriate, affix a legend to certificates
representing shares of stock purchased upon exercise of options indicating that
such shares have not been registered with the Securities and Exchange Commission
and may so notify the Company's transfer agent. Such shares may be disposed of
by an optionee in the following manner only: (l) pursuant to an effective
registration statement covering such resale or reoffer, (2) pursuant to an
applicable exemption from registration as indicated in a written opinion of
counsel acceptable to the Company, or (3) in a transaction that meets all the
requirements of Rule l44 of the Securities and Exchange Commission. If shares of
stock covered by the Plan have been registered with the Securities and Exchange
Commission, no such restrictions on resale shall apply, except in the case of
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optionees who are directors, officers, or principal shareholders of the Company.
Such persons may dispose of shares only by one of the three aforesaid methods.
9. Use of Proceeds. The proceeds received by the Company from
the sale of Common Stock pursuant to the exercise of Options granted under the
Plan shall be added to the Company's general funds and used for general
corporate purposes.
l0. Amendment, Suspension, and Termination of Plan. The Board
of Directors may alter, suspend, or discontinue the Plan at any time.
Unless the Plan shall theretofore have been terminated by
the Board, the Plan shall terminate ten years after the effective date of the
Plan. No Option may be granted during any suspension or after the termination of
the Plan. No amendment, suspension, or termination of the Plan shall, without an
Optionee's consent, alter or impair any of the rights or obligations under any
Option theretofore granted to such Optionee under the Plan.
11. Limitations. Every right of action by any person receiving
options pursuant to this Plan against any past, present or future member of the
Board, or any officer or employee of the Company arising out of or in connection
with this Plan shall, irrespective of the place where such action may be brought
and irrespective of the place of residence of any such director, officer or
employee cease and be barred by the expiration of one year from the date of the
act or omission in respect of which such right of action arises.
l2. Governing Law. The Plan shall be governed by the laws of
the State of Colorado.
13. Expenses of Administration. All costs and expenses incurred
in the operation and administration of this Plan shall be borne by the Company.
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