EXHIBIT 4(D)
GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
STOCK BONUS PLAN
l. PURPOSE. The purpose of this Stock Bonus Plan is 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, to keep personnel of experience and ability in the employ of the Company
and to compensate them for their contributions to the growth and profits of the
Company and thereby induce them to continue to make such contributions in the
future.
2. DEFINITIONS.
A. "Board" shall mean the board of directors of the
Company.
B. "Committee" means the directors duly appointed to
administer the Plan.
C. "Plan" shall mean this Stock Bonus Plan.
D. "Bonus Share" shall mean the shares of common stock
of the Company reserved pursuant to Section 4 hereof and any such shares issued
to a Recipient pursuant to this Plan.
E. "Recipient" shall mean any individual rendering
services for the Company to whom shares are granted pursuant to this Plan.
3. ADMINISTRATION OF PLAN. The Plan shall be administered by a
committee of two or more directors appointed by the Board (the "Committee"). 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
Bonus Shares shall be granted and the number of Bonus Shares; to construe and
interpret the Plan; 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. BONUS SHARE RESERVE. There shall be established a Bonus
Share Reserve to which shall be credited 100,000,000 shares of the Company's
common stock. In the event that the shares of common stock of the Company
should, as a result of a stock split or stock dividend or combination of shares
or any other change, or exchange for other securities by reclassification,
reorganization, merger, consolidation, recapitalization or otherwise, be
increased or decreased or changed into or exchanged for, a different number or
kind of shares of stock or other securities of the Company or of another
corporation, the number of shares then remaining in the Bonus Share Reserve
shall be appropriately adjusted to reflect such action. Upon the grant of shares
hereunder, this reserve shall be reduced by the number of shares so granted.
Distributions of Bonus Shares may, as the Committee shall in its sole discretion
determine, be made from authorized but unissued shares or from treasury shares.
All authorized and unissued shares issued as Bonus Shares in accordance with the
Plan shall be fully paid and non-assessable and free from preemptive rights.
5. ELIGIBILITY, AND GRANTING AND VESTING OF BONUS SHARES.
Bonus Shares may be granted under the Plan to the Company's (or the Company's
subsidiaries) employees, directors and officers, and consultants or advisors to
the Company (or its 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.
The Committee, in its sole discretion, is empowered to
grant to an eligible Participant a number of Bonus Shares as it shall determine
from time to time. Each grant of these Bonus Shares shall become vested
according to a schedule to be established by the Committee directors at the time
of the grant. For purposes of this plan, vesting shall mean the period during
which the recipient must remain an employee or provide services for the Company.
At such time as the employment of the Recipient ceases, any shares not fully
vested shall be forfeited by the Recipient and shall be returned to the Bonus
Share Reserve. The Committee, in its sole discretion, may also impose
restrictions on the future transferability of the bonus shares, which
restrictions shall be set forth on the notification to the Recipient of the
grant.
The aggregate number of Bonus Shares which may be granted
pursuant to this Plan shall not exceed the amount available therefore in the
Bonus Share Reserve.
6. FORM OF GRANTS. Each grant shall specify the number of
Bonus Shares subject thereto, subject to the provisions of Section 5 hereof.
At the time of making any grant, the Committee shall advise
the Recipient by delivery of written notice, in the form of Exhibit A hereto
annexed.
7. RECIPIENTS' REPRESENTATIONS.
A. The Committee may require that, in acquiring any
Bonus Shares, the Recipient agree with, and represent to, the Company that the
Recipient is acquiring such Bonus Shares for the purpose of investment and with
no present intention to transfer, sell or otherwise dispose of shares except
such distribution by a legal representative as shall be required by will or the
laws of any jurisdiction in winding-up the estate of any Recipient. Such shares
shall be transferable thereafter only if the proposed transfer shall be
permissible pursuant to the Plan and if, in the opinion of counsel (who shall be
satisfactory to the Committee), such transfer shall at such time be in
compliance with applicable securities laws.
B. To effectuate Paragraph A above, the Recipient
shall deliver to the Committee, in duplicate, an agreement in writing, signed by
the Recipient, in form and substance as set forth in Exhibit B hereto annexed,
and the Committee shall forthwith acknowledge its receipt thereof.
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8. RESTRICTIONS UPON ISSUANCE.
A. Bonus Shares shall forthwith after the making of any
representations required by Section 6 hereof, or if no representations are
required then within thirty (30) days of the date of grant, be duly issued and
transferred and a certificate or certificates for such shares shall be issued in
the Recipient's name. The Recipient shall thereupon be a shareholder with
respect to all the shares represented by such certificate or certificates, shall
have all the rights of a shareholder with respect to all such shares, including
the right to vote such shares and to receive all dividends and other
distributions (subject to the provisions of Section 7(B) hereof) paid with
respect to such shares. Certificates of stock representing Bonus Shares shall be
imprinted with a legend to the effect that the shares represented thereby are
subject to the provisions of this Agreement, and to the vesting and transfer
limitations established by the Committee, and each transfer agent for the common
stock shall be instructed to like effect with respect of such shares.
B. In the event that, as the result of a stock split or
stock dividend or combination of shares or any other change, or exchange for
other securities, by reclassification, reorganization, merger, consolidation,
recapitalization or otherwise, the Recipient shall, as owner of the Bonus Shares
subject to restrictions hereunder, be entitled to new or additional or different
shares of stock or securities, the certificate or certificates for, or other
evidences of, such new or additional or different shares or securities, together
with a stock power or other instrument of transfer appropriately endorsed, shall
also be imprinted with a legend as provided in Section 7(A), and all provisions
of the Plan relating to restrictions herein set forth shall thereupon be
applicable to such new or additional or different shares or securities to the
extent applicable to the shares with respect to which they were distributed.
C. The grant of any Bonus Shares 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 Bonus Shares 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, the issuance of any Bonus Shares, 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.
D. Unless the Bonus Shares covered by the Plan have
been registered with the Securities and Exchange Commission pursuant to Section
5 of the Securities Act of l933, each Recipient shall, by accepting a Bonus
Share, represent and agree, for himself and his transferees by will or the laws
of descent and distribution, that all Bonus Shares were acquired for investment
and not for resale or distribution. The person entitled to receive Bonus Shares
shall, upon request of the Committee, furnish evidence satisfactory to the
Committee (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 Committee may, if it deems appropriate,
affix a legend to certificates representing Bonus Shares indicating that such
Bonus Shares have not been registered with the Securities and Exchange
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Commission and may so notify the Company's transfer agent. Such shares may be
disposed of by a Recipient 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 Bonus
Shares 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
Recipients 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. LIMITATIONS. Neither the action of the Company in
establishing the Plan, nor any action taken by it nor by the Committee under the
Plan, nor any provision of the Plan, shall be construed as giving to any person
the right to be retained in the employ of the Company.
Every right of action by any person receiving shares of
common stock 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 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.
10. AMENDMENT, SUSPENSION OR TERMINATION OF THE 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 Bonus Share may be granted during any suspension or after the termination of
the Plan. No amendment, suspension, or termination of the Plan shall, without a
recipient's consent, alter or impair any of the rights or obligations under any
Bonus Share theretofore granted to such recipient under the Plan.
11. GOVERNING LAW. The Plan shall be governed by the laws of
the State of Colorado.
12. 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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