EXHIBIT 99.1
SALES ONLINE DIRECT, INC.
2001 NON-QUALIFIED STOCK OPTION PLAN, AS AMENDED
Section I. Purpose of the Plan.
The purposes of this Sales OnLine Direct, Inc. 2001 Non-Qualified Stock
Option Plan (the "2001 Plan") are (i) to provide long-term incentives and
rewards to those key employees (the "Employee Participants") of Sales OnLine
Direct, Inc., a Delaware corporation (the "Corporation"), and its subsidiaries
(if any), and any other persons (the "Non-employee Participants") who are in a
position to contribute to the long-term success and growth of the Corporation
and its subsidiaries, (ii) to assist the Corporation in retaining and attracting
executives and key employees and other persons with requisite experience and
ability, and (iii) to associate more closely the interests of such executives
and key employees and other persons with those of the Corporation's
stockholders.
Section II. Definitions.
"Code" is the Internal Revenue Code of 1986, as it may be amended
from time to time.
"Common Stock" is the common stock, $.001 par value, of the
Corporation.
"Committee" is defined in Section III, paragraph (a).
"Corporation" is defined in Section I.
"Employee Participants" is defined in Section I.
"Fair Market Value" of any property is the value of the property as
reasonably determined by the Committee.
"Incentive Stock Option" is a stock option which is treated as an
incentive stock option under Section 422 of the Code.
"2001 Plan" is defined in Section I.
"Non-employee Participants" is defined in Section I.
"Non-qualified Option" is a Stock Option which does not qualify as
an Incentive Stock Option or for which the Committee provides, in the
terms of such option and at the time such option is granted, that the
option shall not be treated as an Incentive Stock Option.
"Parent Corporation" has the meaning provided in Section 424(e) of
the Code.
"Participants" are all persons who are either Employee Participants
or Non-employee Participants.
"Permanent and Total Disability" has the meaning provided in Section
22(e)(3) of the Code.
"Rule 16b-3" means Securities and Exchange Commission Rule 16b-3.
"Section 16" means Section 16 of the Securities Exchange Act of
1934, as amended, or any similar or successor statute, and any rules,
regulations, or policies adopted or applied thereunder.
"Stock Options" are rights granted pursuant to this 2001 Plan to
purchase shares of Common Stock at a fixed price.
"Subsidiary Corporation" has the meaning provided in Section 424(f)
of the Code.
Section III. Administration.
(a) The Committee. This 2001 Plan shall be administered by the Board of
Directors or by a compensation committee consisting solely of two or more
"non-employee directors", as defined in Rule 16b-3, who shall be designated by
the Board of Directors of the Corporation (the administering body is hereafter
referred to as the "Committee"). The Committee shall serve at the pleasure of
the Board of Directors, which may from time to time, and in its sole discretion,
discharge any member, appoint additional new members in substitution for those
previously appointed and/or fill vacancies however caused. A majority of the
Committee shall constitute a quorum and the acts of a majority of the members
present at any meeting at which a quorum is present shall be deemed the action
of the Committee.
(b) Authority and Discretion of the Committee. Subject to the express
provisions of this 2001 Plan and provided that all actions taken shall be
consistent with the purposes of this 2001 Plan, and subject to ratification by
the Board of Directors only if required by applicable law, the Committee shall
have full and complete authority and the sole discretion to: (i) determine those
persons who shall constitute key employees eligible to be Employee Participants
and others who shall be eligible as Non-employee Participants; (ii) select the
Participants to whom Stock Options shall be granted under this 2001 Plan; (iii)
determine the size and the form of the Stock Options, if any, to be granted to
any Participant; (iv) determine the time or times such Stock Options shall be
granted including the grant of Stock Options in connection with other awards
made, or compensation paid, to the Participant; (v) establish the terms and
conditions upon which such Stock Options may be exercised and/or transferred,
including the exercise of Stock Options in connection with other awards made, or
compensation paid, to the Participant; (vi) make or alter any restrictions and
conditions upon such Stock Options and the Stock received on exercise thereof,
including, but not limited to, providing for limitations on the Participant's
right to keep any Stock received on termination of employment; (vii) determine
whether the Participant or the Corporation has achieved any goals or otherwise
satisfied any conditions or requirements that may be imposed on or related to
the exercise of Stock Options; and (viii) adopt such rules and regulations,
establish, define and/or interpret these and any other terms and conditions, and
make all determinations (which may be on a case-by-case basis) deemed necessary
or desirable for the administration of this 2001 Plan.
(c) Applicable Law. This 2001 Plan and all Stock Options shall be governed
by the law of the state in which the Corporation is incorporated.
Section IV. Terms of Stock Options.
(a) Agreements. Stock Options shall be evidenced by a written agreement
between the Corporation and the Participant awarded the Stock Option. This
agreement shall be in such form, and contain such terms and conditions (not
inconsistent with this 2001 Plan) as the Committee may determine. The agreement
shall include the following or a similar statement: "This stock option is not
intended to be an Incentive Stock Option, as that term is described in Section
422 of the Internal Revenue Code of 1986, as amended."
(b) Term. Stock Options shall be for such periods as may be determined by
the Committee.
(c) Purchase Price. The purchase price of shares purchased pursuant to any
Stock Option shall be determined by the Committee, and shall be paid by the
Participant or other person permitted to exercise the Stock Option in full upon
exercise, (i) in cash, (ii) by delivery of shares of Common Stock (valued at
their Fair Market Value on the date of such exercise), (iii) any other property
(valued at its Fair Market Value on the date of such exercise), or (iv) any
combination of cash, stock and other property, with any payment made pursuant to
subparagraphs (ii), (iii) or (iv) only as permitted by the Committee, in its
sole discretion. In no event will the purchase price of Common Stock be less
than the par value of the Common Stock.
(d) Restrictions. At the discretion of the Committee, the Common Stock
issued pursuant to the Stock Options granted hereunder may be subject to
restrictions on vesting or transferability.
(e) Withholding of Taxes. Pursuant to applicable federal, state, local or
foreign laws, the Corporation may be required to collect income or other taxes
upon the grant of a Stock Option to, or exercise of a Stock Option by, a holder.
The Corporation may require, as a condition to the exercise of a Stock Option,
or demand, at such other time as it may consider appropriate, that the
Participant pay the Corporation the amount of any taxes which the Corporation
may determine is required to be withheld or collected, and the Participant shall
comply with the requirement or demand of the Corporation. In its discretion, the
Corporation may withhold shares to be received upon exercise of a Stock Option
if it deems this an appropriate method for withholding or collecting taxes.
(f) Securities Law Compliance. Upon exercise (or partial exercise) of a
Stock Option, the Participant or other holder of the Stock Option shall make
such representations and furnish
such information as may, in the opinion of counsel for the Corporation, be
appropriate to permit the Corporation to issue or transfer Stock in compliance
with the provisions of applicable federal or state securities laws. The
Corporation, in its discretion, may postpone the issuance and delivery of Common
Stock upon any exercise of a Stock Option until completion of such registration
or other qualification of such shares under any federal or state laws, or stock
exchange listing, as the Corporation may consider appropriate. Furthermore, the
Corporation is not obligated to register or qualify the shares of Common Stock
to be issued upon exercise of a Stock Option under federal or state securities
laws (or to register or qualify them at any time thereafter), and it may refuse
to issue such shares if, in its sole discretion, registration or exemption from
registration is not practical or available. The Corporation may require that
prior to the issuance or transfer of Common Stock upon exercise of a Stock
Option, the Participant enter into a written agreement to comply with any
restrictions on subsequent disposition that the Corporation deems necessary or
advisable under any applicable federal and state securities laws. Certificates
of Common Stock issued hereunder shall bear a legend reflecting such
restrictions.
(g) Right to Stock Option. No employee of the Corporation or any other
person shall have any claim or right to be a participant in this 2001 Plan or to
be granted a Stock Option hereunder. Neither this 2001 Plan nor any action taken
hereunder shall be construed as giving any person any right to be retained in
the employ of or continue to be associated in any way with the Corporation.
Nothing contained hereunder shall be construed as giving any person any equity
or interest of any kind in any assets of the Corporation or creating a trust of
any kind or a fiduciary relationship of any kind between the Corporation and any
such person. As to any claim for any unpaid amounts under this 2001 Plan, any
person having a claim for payments shall be an unsecured creditor.
(h) Indemnity. Neither the Board of Directors nor the Committee, nor any
members of either, nor any employees of the Corporation or any parent,
subsidiary, or other affiliate, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with their responsibilities with respect to this 2001 Plan, and the Corporation
hereby agrees to indemnify the members of the Board of Directors, the members of
the Committee, and the employees of the Corporation and its parent or
subsidiaries in respect of any claim, loss, damage, or expense (including
reasonable counsel fees) arising from any such act, omission, interpretation,
construction or determination to the full extent permitted by law.
(i) Participation by Foreigners. Without amending this 2001 Plan, the
Committee may modify grants made to Participants who are foreign nationals or
employed outside the United States so as to recognize differences in local law,
tax policy, or custom.
Section V. Amendment and Termination; Adjustments Upon Changes in Stock.
The Board of Directors of the Corporation may at any time, and from time
to time, amend, suspend or terminate this 2001 Plan or any portion thereof,
provided that no amendment shall be made without approval of the Corporation's
stockholders if such approval is necessary to comply with any applicable tax
requirement, any applicable rules or regulations of the Securities and Exchange
Commission, including Rule 16b-3 (or any successor rule thereunder), or the
rules and
regulations of any exchange or stock market on which the Corporation's
securities are listed or quoted. Except as provided herein, no amendment,
suspension or termination of this 2001 Plan may affect the rights of a
Participant to whom a Stock Option has been granted without such Participant's
consent. If there shall be any change in the Common Stock or to any Stock Option
granted under this 2001 Plan through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the corporate
structure of the Corporation, appropriate adjustments may be made by the
Committee (or if the Corporation is not the surviving corporation in any such
transaction, the Board of Directors of the surviving corporation, or its
designee) in the aggregate number and kind of shares subject to this 2001 Plan,
and the number and kind of shares and the price per share subject to outstanding
Stock Options. In connection with the foregoing, the Committee may issue new
Stock Options in exchange for outstanding Stock Options.
Section VI. Shares of Stock Subject to the Plan.
The number of shares of Common Stock that may be the subject of awards
under this 2001 Plan shall not exceed an aggregate of 80,000,000 shares. Shares
to be delivered under this 2001 Plan may be either authorized but unissued
shares of Common Stock or treasury shares. Any shares subject to a Stock Option
hereunder which for any reason terminates, is canceled or otherwise expires
unexercised, and any shares reacquired by the Corporation due to restrictions
imposed on the shares, shares returned because payment is made hereunder in
Common Stock of equivalent value rather than in cash, and/or shares reacquired
from a recipient for any other reason shall, at such time, no longer count
towards the aggregate number of shares which have been the subject of Stock
Options issued hereunder, and such number of shares shall be subject to further
awards under this 2001 Plan, provided, first, that the total number of shares
then eligible for award under this 2001 Plan may not exceed the total specified
in the first sentence of this Section VI, and second, that the number of shares
subject to further awards shall not be increased in any way that would cause
this 2001 Plan or any Stock Option to not comply with Section 16, if applicable
to the Corporation.
Section VII. Effective Date and Term of this Plan.
The effective date of this 2001 Plan is February 1, 2001 (the "Effective
Date") and awards under this 2001 Plan may be made for a period of ten years
commencing on the Effective Date. The period during which a Stock Option may be
exercised may extend beyond that time as provided herein.
DATE OF APPROVAL BY BOARD OF DIRECTORS: As of February 1, 2001, as amended June
12, 2001, August 28, 2001, January 22, 2002, April 7, 2003, September 5, 2003,
May 5, 2005, and June 30, 2006.