EXHIBIT 4
EMPLOYEE INCENTIVE STOCK PLAN
OF CAPITOL COMMUNITIES CORPORATION
1. PURPOSE. This Employee Incentive Stock Plan (the "Plan") is intended
to serve as an incentive to, and to encourage stock, ownership by those employed
by Capitol Communities Corporation a Nevada corporation (the "Corporation"),
including directors, officers, key consultants and other persons employed by the
Corporation, so that they may acquire or increase their proprietary interest in
the success of the Corporation, and to encourage them to remain in the
Corporation's service.
2. ADMINISTRATION: The Plan shall be administered by the Board of
Directors of the Corporation (the "Board"). Acts by a majority of the Board in a
meeting in which a quorum is present and acts approved in writing by a majority
of the Board's members shall be the valid acts of the Board. No member of the
Board shall vote on any matter concerning his or her own participation in the
Plan, except that the Board of Directors as a whole may act on options granted
to directors.
3. AMOUNT OF STOCK: The aggregate amount of stock which may be granted
or purchased pursuant to this Plan shall be 3,000,000 shares of the
Corporation's authorized but unissued or reacquired Common Stock (the "Stock").
If any option granted hereunder shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares subject thereto shall
again be available for purposes of this Plan.
4. GRANT OF OPTIONS: The Board is authorized to grant and issue options
under the Plan from time to time on the Corporation's behalf to anyone or more
persons who at the date of such grants are directors, officers, or otherwise
employed by and rendering service to the Corporation in any other capacity, for
a period of not less than one year ("Option Shares").
The selection of recipients of options shall be within the sole and
absolute discretion of the Board of Directors. The interpretation by the Board
of any provisions of the Plan or of any option granted under it shall be final.
No member of the Board of Directors shall be liable for any action or
determination made in good faith with respect to the Plan or any option granted
under it. Any option granted under this Plan shall be granted within five (5)
years from the date hereof.
5. TERMS AMD CONDITIONS OF OPTION SHARES: Any shares granted or options
issued and granted pursuant to this Plan shall be evidenced by an agreement in
such form as the Board shall determine, which agreement shall comply with the
following terms and conditions:
a. Limitation on Value of Shares: The aggregate fair market value
(determined at the time the option is granted) of the stock with respect to
which options granted hereunder are exercisable for the first time by any
optionee during any calendar year shall not exceed $100,000.
b. Exercise: Each option granted pursuant to this Plan shall contain
provisions established by the Board setting forth the manner of its exercise;
provided however, that the Option, by its terms is not exercisable after the
expiration of 10 years from the date such Option is granted.
c. Nontransferability: Options granted under this Plan shall be
nontransferable by the optionee, except upon death, and shall be exercisable
during the optionee's lifetime only by the optionee.
d. Purchase Price: The purchase price for a share of the stock subject
to any option granted hereunder shall be determined by the Board from time to
time, but in no event shall be less than the Fair Market Value of the stock
subject to the Option.
e. Control Shares: Any individual, at the time the option is granted,
that possesses more than 10 percent of the total combined voting power of all
classes of stock of the Corporation's stock shall not be eligible to receive
Options unless the Option price is at least 110 percent of the fair market value
of the stock subject to the Option and such option, by its terms is not
exercisable after the expiration of 5 years from the date such option is
granted.
6. APPROVAL OF STOCKHOLDERS: The effective date of this Plan is
February 20, 2002, its date of adoption by the Board of Directors of the
Corporation. Within twelve (12) months of such date, this Plan will be presented
to the voting shareholders of the Corporation for their consideration and
approval.
7. COMPLIANCE WITH SECURITIES LAWS: Notwithstanding anything contained
herein, the Corporation shall not be obligated to grant any option under this
Plan, or to sell or issue any share pursuant to any option granted under this
Plan, unless grant or sale is effectively registered or exempt from registration
under the Securities Act of 1933, as amended, and any applicable state
securities laws.
8. NO REPRESENTATION OR WARRANTY: The Corporation makes no
representation or warranty as to the future market value of any share of Stock
issued in accordance with the provisions of the Plan.
9. INTERPRETATION: The Plan will be governed and construed in
accordance with the laws of the State of Nevada.
10. SEVERABILITY. If it is determined that any of the provisions of
this Agreement, or any part thereof, is invalid or unenforceable, the remainder
of the provisions of this Agreement shall not thereby be affected and shall be
given full effect, without regard to the invalid portions.
As adopted by the Board of Directors on February 20, 2002.
CAPITOL COMMUNITIES CORPORATION
By: /s/ Michael G. Todd
--------------------------
Michael G. Todd, President