[
]
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[
]
Definitive Proxy Statement
[
]
Definitive Additional Materials
[
]
Soliciting Material Pursuant to §240.14a-12
CDoor
Corp.
(Name
of Registrant as Specified In Its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
No
fee required.
[
] Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1)
Title of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3)
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
Persons
who are to respond to the collection of information contained in this form
are
not required to respond unless the form displays a currently valid OMB control
number.
[
] Fee
paid previously with preliminary materials.
[
] Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form
or
Schedule and the date of its filing.
Notice
is
hereby given that the Annual Meeting of Shareholders of CDoor Corp. (the
"Corporation")
will
be held at 9:00 A.M. (UTC +8), on December 29, 2006 at Room 3304, Bldg.
#6, Lane
218, Wu-Zhou Road, Zhong-Huang Plaza, Shanghai, China 200080, for the following
purposes:
(1)
To
approve an amendment to the Certificate of Incorporation to effectuate
a
name change of the Corporation to “Sinobiomed
Inc.”;
(2)
To
approve an amendment to the Certificate of Incorporation to effectuate
an
increase in the authorized shares of common stock of the Corporation
from
50,000,000 shares to 250,000,000
shares;
(3)
To
authorize the Board of Directors to effect a forward stock split
of
twenty-for-one (the “Forward Stock Split”) of the Corporation’s issued and
outstanding common stock, depending upon a determination by the Board
of
Directors that a Forward Sock Split is in the best interests of the
Corporation and its shareholders;
(4)
To
approve an amendment to the Corporation’s By-Laws, Article IV, Section 5,
to permit actions taken without a meeting by written consent to be
signed
by the holders of a majority of all outstanding shares instead of
holders
of all outstanding shares;
(5)
To
approve the acts, deeds and conduct of Directors since the last Annual
Meeting of Shareholders of the
Corporation;
(6)
To
approve the election of three directors to serve as directors of
the
Corporation until the next Annual Meeting of the Corporation’s
shareholders or until their successor has been elected and
qualified;
(7)
To
appoint Schumacher & Associates Inc., Certified Public Accountants, as
the Corporation’s Independent Registered Public Accounts for the fiscal
year ending December 31, 2006;
(8)
To
approve the 2006 Stock Option and Incentive Plan for key personnel
of the
Corporation (the “Stock Option Plan”);
and
(9)
To
transact such other business as may properly be brought before the
Annual
Meeting or any adjournment(s)
thereof.
Information
regarding the matters to be acted upon at the Annual Meeting is contained in
the
Proxy Statement accompanying this Notice. The Annual Meeting may be adjourned
from time to time without notice other than the announcement of the adjournment
at the Annual Meeting or any adjournment(s) thereof. All business for which
notice is hereby given may be transacted at any such adjourned Annual
Meeting.
Prior
to
completion of the enclosed proxy card, all shareholders are encouraged to
carefully read the accompanying Proxy Statement for further information
concerning the proposals that will be presented at the Annual
Meeting.
Only
holders of record of outstanding shares of the Corporation's Common Stock
at the
close of business on November 30, 2006 are entitled to notice of and to
vote at
the Annual Meeting or any adjournment(s) thereof. A list of shareholders
entitled to vote will be made available.
All
shareholders are cordially invited and encouraged to attend the Annual Meeting
in person. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED POSTAGE PAID ENVELOPE. YOU MAY, IF YOU WISH, WITHDRAW YOUR PROXY AND
VOTE YOUR SHARES PERSONALLY AT THE ANNUAL MEETING.
2
/s/
Ka
Yu_____________
Ka
Yu
President,
CEO, CFO, Secretary Treasurer & Director
This
Proxy Statement is furnished to shareholders of CDoor
Corp.
(the
"Corporation")
in
connection with the solicitation of proxies by and on behalf of the Board
of
Directors of the Corporation for use at the Annual Meeting of Shareholders
to be
held at Room 3304, Bldg. #6, Lane 218, Wu-Zhou Road, Zhong-Huang Plaza,
Shanghai, China 200080 (UCT +8), on December 29, 2006, and at any adjournment(s)
thereof (the "Annual
Meeting").
This
Proxy Statement, the enclosed proxy card is being mailed to shareholders
of
record of the Corporation as of December 8, 2006. The Corporation will bear
the
cost of this solicitation which, in addition to mail, may include personal
interviews, telephone calls or telegrams by directors, officers and regular
employees of the Corporation and its affiliates.
VOTING
The
stock
transfer book will not be closed but only record holders of outstanding shares
of the Corporation's Common Stock, $.0001 par value (the "Common
Stock"),
at
the close of business on the Record Date, November 30, 2006 (the “Record
Date”),
are
entitled to notice of and to vote at the Annual Meeting. As of such record
date,
3,025,000 shares of Common Stock were outstanding and entitled to be voted.
The
holders of Common Stock are entitled to cast one vote for each share of Common
Stock owned of record. Cumulative voting is not permitted with respect to
any
proposal to be acted upon at the Annual Meeting.
The
presence in person or by proxy of the holders of shares of Common Stock entitled
to cast a majority of the votes entitled to be cast at the Annual Meeting will
constitute a quorum. Broker non-votes (shares of record held by a broker for
which a proxy is not given) will be treated as present to determine whether
or
not there is a quorum at the Annual Meeting. If a quorum should not be present,
the Annual Meeting may be adjourned from time to time until a quorum is
obtained. Shareholders are urged to sign the accompanying proxy card and return
it promptly.
The
accompanying proxy card is designed to permit each stockholder of record at
the
close of business on the Record Date to vote on all of the actions including
the
election of directors as described in the Proxy Statement. The proxy card
provides a space for a stockholder to vote in favor of or withhold voting for
any or all nominees for the Board of Directors or to abstain from voting for
any
proposal if the stockholder chooses to do so.
To
ensure
representation at the Annual Meeting, each holder of outstanding shares of
Common Stock entitled to be voted at the Annual Meeting is requested to
complete, date, sign and return to the Corporation the enclosed proxy card,
which requires no postage if mailed in the United States or Canada. Shareholders
are urged to sign the accompanying proxy card and return it promptly. Banking
institutions, brokerage firms, custodians, trustees, nominees and fiduciaries
who are record holders of Common Stock entitled to be voted at the Annual
Meeting are requested to forward all proxy cards, this Proxy Statement and
the
accompanying materials to the beneficial owners of such shares and to seek
authority as required to execute proxies with respect to such shares. Upon
request, the Corporation will reimburse such record holders for their reasonable
out-of-pocket forwarding expenses. The costs of this solicitation will be borne
by the Corporation, including the costs of preparing, assembling and mailing
the
enclosed proxy card and this Proxy Statement.
4
If
properly executed and received by the Corporation before voting at the Annual
Meeting, or any adjournment(s) thereof, any proxy representing shares of Common
Stock entitled to be voted at the Annual Meeting that specifies how it is to
be
voted will be voted accordingly. Shares as to which authority to vote has been
withheld with respect to the election of any nominee for director will not
be
counted as a vote for such nominee and neither an abstention nor a broker
non-vote will be counted as a vote for a proposal. Any properly executed proxy
received that does not specify how it is to be voted on a proposal for which
a
specification may be made will be voted FOR such proposal or nominee at the
Annual Meeting and any adjournment(s) thereof.
Each
stockholder returning a proxy card to the Corporation has the right to revoke
it
at any time before it is voted by submitting a later dated proxy in proper
form,
by notifying the Secretary of the Corporation in writing (signed and dated
by
the stockholder) of such revocation, or by appearing at the Annual Meeting
and
voting the shares in person.
When
a
signed proxy card is returned with choices specified with respect to voting
matters, the shares represented will be voted by the Proxy designated on the
proxy card in accordance with the stockholder's instructions. The Corporation’s
designated Proxy is Mr. Ka Yu, the President, CEO, CFO, Secretary, Treasurer
and
Director of the Corporation. A stockholder wishing to name another person as
his
or her proxy may do so by crossing out the name of the designated Proxy and
inserting the name(s) of such person(s) to act as his or her proxy. In that
case, the stockholder must sign the proxy card and deliver it to the person(s)
designated as his or her proxy and the person(s) so named must be present and
vote at the Annual Meeting. Proxy cards marked to reflect such proxies should
not be mailed to the Corporation.
SECURITY
OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following tables set forth certain information regarding ownership of the
Corporation’s Common Stock as of the Record Date, by (i) each of the
Corporation’s Directors and Named Executive Officer of the Corporation, and (ii)
each person known to the Corporation to own beneficially more than 5% of its
Common Stock. Unless otherwise indicated, each person listed on the tables
has
sole voting and investment power as to the shares shown.
5
Directors
and Named Executive Officers
The
share
ownership in the Corporation held directly or indirectly by the current
Directors and named executive officers of the Corporation are as indicated
in
the table below:
Name
Office
Number
of
Shares
Ka
Yu
President,
CEO, CFO, Secretary, Treasurer, and Director
2,000,000
As
a
group, the directors and executive officers of the Corporation as of November30, 2006, hold 2,000,000 shares of common stock, which is 66.12% of the
total
amount of issued and outstanding such shares.
Major
Shareholders
To
the
knowledge of management of the Corporation, as at the Record Date, the following
beneficially own directly or indirectly, or exercise control or direction,
over
common shares carrying 5% or more of the voting rights attached to any class
of
voting securities of the Corporation:
Member
Number
of Common Shares
Percentage
of Common
Shares
Ka
Yu
2,000,000
66.12%
To
the
best of the Corporation’s knowledge, the Corporation is not owned or controlled,
directly or indirectly, by another corporation or by any foreign government.
Proposed
Acquisition of Wanxin Bio-Technology Limited
On
November 2, 2006, the Corporation entered into a letter of intent to acquire
100% of the issued and outstanding shares of Wanxin Bio-Technology Limited
(“Wanxin”),
a
company organized under the laws of the British Virgin Islands, in exchange
for
34,000,000 post forward stock-split shares of the Corporation. The Corporation
intends to forward split its issued and outstanding shares on a basis of
20 new
shares for each one (1) old share which would result in the current outstanding
shares of 3,025,000 becoming 60,500,000 shares. Thus, after the proposed
acquisition of Wanxin there would be a total of 94,500,000 shares outstanding
subject to the possible cancellation of some common shares held by the
controlling shareholder, Mr. Ka Yu. In order for the Corporation to have
an
adequate amount of authorized capital available to effect the above mentioned
forward stock split and to issue the 34,000,000 shares of the Corporation
to the
shareholders of Wanxin, the Corporation must first increase its authorized
capital, to which the Corporation intends to increase to 250,000,000 shares
of
common stock as set forth in Proposal No. 2 below.
6
Wanxin
is
the sole shareholder or has the right to acquire all of the issued and
outstanding shares in the capital of Manhing Enterprises Limited, a company
organized under the laws of Hong Kong, and Manhing Enterprises Limited is
the
registered owner of 82% of the capital of Shanghai Wanxing Bio-pharmaceuticals
Co., Ltd.
Shanghai
Wanxing Bio-pharmaceuticals Co., Ltd. (“Shanghai
Wanxing”),
a
company organized under the laws of China, is
a
leading Chinese developer of genetically engineered recombinant protein drugs
and vaccines. Based in Shanghai, Shanghai Wanxing currently has 10 products
either approved or in development, which products respond to a wide range
of
diseases, including cancer, malaria and hepatitis.
The
Corporation will not be seeking shareholders’ authorization with respect to the
issuance of the 34,000,000 (post forward stock split) shares of common stock
of
the Corporation to the shareholders of Wanxin on a pro-rata basis in exchange
for the Corporation receiving all of the issued and outstanding shares of
Wanxin. The board of directors will determine whether to authorize and complete
this proposed transaction.
The
audited financial information in accordance with US GAAP of Shanghai Wanxing,
the operating business of Wanxin, will be disclosed on a Form 8-K if and
when
the proposed acquisition of Wanxin is completed.
Company
Overview of Shanghai Wanxing
Shanghai
Wanxing Bio-pharmaceuticals Co., Ltd. (“Shanghai Wanxing”)
is a
leading Chinese developer of genetically engineered recombinant protein drugs
and vaccines. Based in Shanghai, Shanghai Wanxing currently has 10 products
approved or in development: two on the market, one awaiting approval, four
in
clinical trials and three in R&D. Shanghai Wanxing’s products respond to a
wide range of diseases, including cancer, malaria and hepatitis. Cancer is
now
the leading cause of death in China. Malaria, which threatens more than 2
billion people globally, kills more than a million people a year - most of
them
children. In Africa, malaria causes the death of a child every 30 seconds.
Hepatitis is endemic in China, with 80% of its 1.3 billion people likely
to be
infected at some point in their lives. Some 2.4 million cases are reported
each
year.
Shanghai
Wanxing’s malaria candidate vaccine (PfCP-2.9) targets the world’s most deadly
malaria parasite (Plasmodium Falciparum) at its most destructive stage -
its
rapid replication in human red blood cells. In the now completed Phase 1
Clinical Trial, PfCP-2.9 showed greater immunogenicity and fewer adverse
reactions than other malaria candidate vaccines overseas. PfCP-2.9 has been
approved for Phase II Clinical Trial by the Chinese State Food and Drug
Administration (SFDA), which has a drug approval process similar to that
of the
US FDA. Shanghai Wanxing’s development of the recombinant malaria blood-stage
vaccine is receiving support from:
·
The
Malaria Vaccine Initiative (MVI / www.malariavaccine.org) of
the Program
for Appropriate Technology in Health (PATH / www.path.org). PATH/MVI
is
funding clinical trials for the malaria vaccine that Shanghai
Wanxing has
exclusive rights to develop. The PATH/MVI and Shanghai Wanxing
partnership
focuses on improving the manufacturing process as part of the
vaccine’s
safety evaluation, a critical step in the clinical development
plan to
generate proof that PfCP-2.9 can impact the parasite in
children.
7
·
The
World Health Organization (WHO / www.who.int) is promoting collaboration
among public and private organizations in malaria vaccine development
through its Initiative for Vaccine Research (IVR /
www.who.int/vaccine.research/en/). The WHO/IVR has signed a memorandum
of
understanding with Shanghai Wanxing to collaborate on the vaccine’s
development and worldwide
distribution.
·
The
Bill & Melinda Gates Foundation, which to date has donated $257.6
million to PATH/MVI.
·
3,000
square meter Good Manufacturing Practice (GMP) plant certified
by Chinese
State Food and Drug Administration
(SFDA).
Malaria:
A Global Disease
Malaria,
the most important tropical disease, remains widespread throughout the
tropics,
but also occurs in many temperate regions. It exacts a heavy toll of illness
and
death, especially among children and pregnant women. It also poses a risk
to
travelers and immigrants, with imported cases increasing in non-endemic
areas.
Treatment and control have become more difficult with the spread of
drug-resistant strains of parasites and insecticide-resistant strains of
mosquito vectors. Malaria exists in 100 countries but is mainly confined
to
poorer tropical areas of Africa, Asia and Latin America. More than 90%
of
malaria cases and the great majority of malaria deaths occur in tropical
Africa.
Shanghai
Wanxing’s Competitive Edge
Shanghai
Wanxing’s competitive edge flows from its integration of several well-developed
advantages:
·
Proven
expertise in recombinant protein drug development; recombinant
drugs are
valued for their safety, lower cost of production and
efficacy.
·
Proven
expertise in recombinant protein manufacturing technology and
a patented
low-cost, high-yield production process to enhance bioactivity
and
guarantee the highest levels or
purity.
·
One
of China’s largest capacities for the manufacture of recombinant
bio-products.
·
Strong
strategic alliances with leading Chinese research hospitals and
institutes
for collaborative development of patented and patentable techniques
and
treatments.
·
Well-established
relationships with internationally recognized health researchers
and
organizations.
·
A
nationwide sales and marketing network and international marketing
support
programs.
8
Products
and Size of Markets
Shanghai
Wanxing has developed a nationwide marketing, sales and distribution network
for
its products and is expanding its international network.
Products
on Market
·
Wanferon/Wanferin,
recombinant human interferon for treating hepatitis B hepatitis
C, viral
infections and other conditions. Estimated value of the Chinese
domestic
market: $100 million
annually.
·
Leflunomide,
a drug for the treatment of rheumatoid arthritis. Estimated value
of the
Chinese domestic market: $12.5 million
annually.
Products
Awaiting Approval
·
Recombinant
Acidic Fibroplast Growth Factor (rh-aFGF), a
patent-applied-for-bio-product (approval expected in the very
near future)
that treats diabetic ulcers and burns and supports recovery from
plastic
surgery. Estimated value of the Chinese domestic market: $50
million
annually.
Products
in Clinical Trials
·
Recombinant
Malaria Vaccine (PfCP-2.9) will enter Phase II trial to be conducted
in
Ghana in summer 2007. Estimated value of the global market: $2
billion.
·
Recombinant
Batroxobin (rBAT), the world’s first batroxobin synthesized through gene
recombination, prevents and treats surgical bleeding. Natural
batroxobin,
extracted from snake venom, is the world’s most prescribed biological
anti-bleeding agent, but also has a high production cost and
safety
concerns. A patent-applied-for bio-product, rBAT is in Phase
II Clinical
Trial. Estimated value of the Chinese domestic market: $250 million
annually.
·
Recombinant
Human Stem Cell Factor (SCF), a patent-applied-for bio-product
in Phase I
Clinical Trial that facilitates recovery of blood cell regeneration
following radio-chemotherapy treatment in patients with malignant
tumors.
Estimated value of the Chinese domestic market: $250
million.
·
Ethelphazine,
a patent-applied-for anti-tumor drug entering Phase III Clinical
Trial in
fall 2006. Estimated value of the Chinese domestic market: $250
million.
9
Products
in Research and Development
·
Recombinant
Hepato regeneration Factor, a treatment for acute liver
failure.
·
Recombinant
Human Type 1 Kallikrein, a treatment for peripheral vascular
disorders,
prevention of blood clots and
thrombosis.
·
Recombinant
Human Urinary Trypsin Inhibitor, a treatment of acute
pancreatitis.
Chinese
Biopharmaceutical Industry
China
is
currently producing eight of the world’s top 10 genetically engineered drugs or
vaccines, according to Genetic Engineering news. The revenue from
biopharmaceutical production in China reached levels of $4.2 billion in
2005, up
from $860 million in 2000, and it’s growing at 20% to 30% per year. Several
factors are driving this rapid expansion, including:
·
Substantial
cost advantage and talented labor
pool.
·
China’s
admission of a regulatory system like the U.S. Food and Drug
Administration called the State Food and Drug Administration
(SFDA).
·
The
return to China of Chinese nationals with expertise and experience
in
Western biopharmaceutical
companies.
·
The
Chinese government’s commitment to expanding protection for Intellectual
Property (IP).
Near
Term Objectives
·
Expand
Wanferin/Wanferon’s domestic and international marketing and
revenues.
·
Expand
Leflunomide’s domestic and international marketing and
revenues.
·
Secure
approval and start sales of Recombinant Acidic Fibroplast Growth
Factor.
·
Complete
Clinical Trials of four products now being
tested.
·
Accelerate
development of three products in
R&D.
·
Expand
both national and international marketing, sales and
distribution.
·
Identify
acquisition targets accretive to shareholder value that would
accelerate
revenue increase, expand product portfolio and speed-up market
penetration.
10
Facilities
Shanghai
Wanxing’s large-scale fermentation equipment has a production capacity of
100,000 bottles per batch, one of the largest in China. Shanghai Wanxing’s
combination of advanced technology and expertise enables the Company to
produce
safe, high-yield, high efficacy recombinant protein drugs at extremely
low-cost.
·
20,000-square-meter
facilities for integrated R&D, manufacturing, quality control, and
sales and marketing.
·
3,000-square-meter
Good Manufacturing Practice (GMP) plant certified by Chinese
State Food
and Drug Administration
(SFDA).
Shanghai
Wanxing’s Management Team and Key
Consultants
BANJUN
YANG, PRESIDENT & CEO. Mr.
Yang has more than 25 years of experience in entrepreneurial and investment
management in Hong Kong, Beijing and Shanghai. He served as Chairman of
the
Board and General Manager for Shanghai Wanxing Bio-Pharmaceutical Co. Ltd.
From
1996 to 2006, and from 1991 to the present as Chairman of Shanghai Wanxing
Automobile Service Co. Ltd. and Beijing Automobile Service Co. Ltd. following
service in senior positions in the late 1980’s at the Shenzhen Beijing Hotel and
at the Shenzhen Nabei Trade Centre.
DR.
TOM (DWUN-HOU) CHEN, CHIEF MEDICAL OFFICER. Dr.
Chen, Vice President of Process Development at Prometic BioTherapeutics
in
Rockville, Maryland, also serves as a consultant to the Program for Appropriate
Technology in Health (PATH) in leading the process development and the
manufacturing programs for Shanghai Wanxing’s recombinant malaria vaccine. In
addition to consulting for several private biotech companies, Dr. Chen
has also
served as the Director of Process Development for Plasma Derivatives for
the
American Red Cross. He obtained his BSc in Chemistry from Tamkang University,
Taiwan, R.O.C., and his Ph.D. in Biochemistry from Auburn
University.
ZHONG
ZHUANG, VICE GENERAL MANAGER. Mr.
Zhuang trained as a medical doctor at the Second Military Medical School
in
Shanghai and practiced for five years before obtaining his MBA from Fudan
University. He has served as Vice General Manager for Shanghai Wanxing
Bio-Pharmaceutical Co. Ltd. since 2002. Prior to that he was the Vice General
Manager at United Gene Science and Technology in Shanghai and the Manager
of
Shanghai Likang Science Investment Enterprise.
DR.
ZHIFANG CAO, DEPUTY VICE GENERAL MANAGER. Dr.
Cao
integrates an extensive clinical background with a market-driven approach
to
identifying and developing bio-pharmaceuticals with strong therapeutic
as well
as profit potential. He joined the company in 1999 and is responsible for
planning and directing new drug development. A former Associate Professor
and
Director of Research and Development at Second Military Medical Hospital
in
Shanghai, Dr. Cao has more than 15 years of clinical experience, exceptional
organizational ability and well-developed relationships in the
bio-pharmaceutical industry. He earned his MD from Harbin University in
1984 and
completed MBA studies at the Shanghai Cadre Training Center in
2001.
11
XIUDONG
HUANG, MANAGER OF THE RESEARCH & DEVELOPMENT. Mr.
Huang, a molecular biologist, has been involved in the development of some
15
recombinant protein drugs since 1998 and holds two Chinese patents, with
another
eight patents applied for. He joined the Company in 2001 to manage R&D with
responsibility for project selection, construction of host cells and new
drug
processing, including fermentation, purification and formulation steps.
Prior to
that he served as an associate professor in the Medical College of Anhui
Science
and Technology University, doing both research and teaching. He earned
his
Master’s Degree in Molecular Biology from the University of Science and
Technology of China.
DR.
WEIQING PAN, ADVISOR. Professor
Dr. Pan, an internationally recognized researcher with more than 30 articles
published in leading medical and scientific journals, heads the Department
of
Parasitology at the Second Military Medical University and serves on China’s
national committee to combat parasitic diseases. Professor Pan is the inventor
of the patented plasmodium fusion antigen that Shanghai Wanxing is developing
and testing as a blood-stage malaria vaccine with the support of the World
Health Organization (WHO) and Program for the Appropriate Technology in
Health
(PATH). Professor Pan has won more than $2 million in research grants and
is a
frequent speaker at international conferences.
PROPOSAL
NO. 1
- TO
APPROVE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECTUATE A NAME
CHANGE OF THE CORPORATION TO “SINOBIOMED INC.”
Assuming
the presence of a quorum, the proposal to approve an amendment to the
Certificate of Incorporation to change the Corporation’s name to “Sinobiomed
Inc.” requires the affirmative vote, in person or by proxy, of a majority of the
outstanding shares of the Corporation’s Common Stock entitled to vote at the
Annual Meeting of Shareholders. Proxies will be voted for or against approval
in
accordance with the specifications marked thereon and, if no specification
is
made, will be voted FOR approval of the amendment to the Corporation’s
Certificate of Incorporation to change the Corporation’s name.
By
approving this proposal, the shareholders will authorize the Board of Directors
to amend the Corporation’s Certificate of Incorporation accordingly, attached as
Exhibit “A”. The amendment embodies the first paragraph changing the text to:
12
“FIRST: The
name
of this corporation is Sinobiomed Inc.”
After
the
name change, it is anticipated that the Corporation’s trading symbol for the OTC
Bulletin Board will be changed from CDCX.
Management
expects formal implementation of the name change with the Delaware Secretary
of
State to be completed as soon as practicable after the effective date of the
shareholder resolution.
Due
to
the Corporation’s intended change of business direction into the production and
development of genetically engineered recombinant protein drugs and vaccines,
the Board of Directors has determined that it will be in the best interests
of
the Corporation and its shareholders to change the name of the Corporation
from
CDoor Corp. to Sinobiomed Inc. The objective of the change in corporate name
is
to more accurately reflect the proposed business activities of the Corporation
in its name. The Corporation believes that the name change will better
communicate the Corporation’s emergence as a medical drug and vaccine production
and development corporation.
Prior
Operational History
The
Corporation was incorporated in Delaware on November 18, 2004. The Corporation
was a development stage corporation and currently owns one United States patent
(patent No. 5,074,073) (the "Patent") for a "Car Door Safety Feature Device".
The Patent is a safety feature related to the development of an
injury-preventing system for doors of automobiles comprising a radiation emitter
for emitting electromagnetic radiation, detectors for detecting the
electromagnetic radiation thus preventing car doors from closing on a persons'
hand, finger or leg. The Corporation's principal business plan was to develop
a
prototype of the Patent and then manufacture and market the product and/or
seek
third party entities interested in licensing the rights to manufacture and
market the safety system.
In
December 2004, the Corporation acquired the Patent related to the development
of
an injury-preventing system for automobiles comprising a radiation emitter
for
emitting electromagnetic radiation, detectors for detecting the electromagnetic
radiation and an electronic control circuit which is designed to sense any
disruption in the impingement of the electromagnetic radiation on the detectors.
The system is located to monitor the space normally occupied by an automobile
door. When impingement of the electromagnetic radiation on the detectors is
disrupted, as by the placement of a person's hand in the space normally occupied
by the automobile door, the electrical circuit activates a mechanical device,
for example a solenoid, which places a small rubber rod in the path of the
closing door, causing the door to bounce off the rod without closing, avoiding
injury to the hand of the person.
On
December 14, 2004, the Corporation acquired the rights to United States Patent
No. 5,074,073 from Asher Zwebner, the patent owner. Mr. Zwebner was a Director,
officer and stockholder of the Corporation. The Patent was granted to Asher
Zwebner by the United States Patent and Trademark Office on December 24, 1991,
and is scheduled to expire on December 24, 2008. As consideration for such
assignment, the Corporation has agreed to pay Mr. Zwebner 10% of all royalties
we receive from the sale and marketing of the Corporation’s
product.
13
On
October 16, 2006, Mr. Ka Yu, Mr. Lavi Krasney and Mr. Asher Zwebner entered
into
stock purchase agreements (the "Stock Purchase Agreement") whereby Mr. Yu will
acquire in aggregate 2,000,000 shares of Common Stock of the Corporation from
Mr. Krasney and Mr. Zwebner at $0.225 per share for a total of purchase price
of
$450,000.
The
Stock
Purchase Agreements were closed on November 2, 2006. Mr. Ka Yu directly owns
2,000,000 shares of Common Stock of the Corporation which constitutes
approximately 66.12% of the issued and outstanding capital stock of the
Corporation. In addition, Mr. Yu was appointed as a director as well as the
President, CEO, CFO, Secretary and Treasurer of the Corporation on October31,2006.
In
accordance with the Stock Purchase Agreements and related Escrow Agreements,
Mr.
Lavi Krasney and Mr. Asher Zwebner resigned as officers and directors of the
Corporation at or prior to closing.
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVING THE AMENDMENT TO THE CERTIFICATE
OF INCORPORATION TO EFFECTUATE A NAME CHANGE OF THE CORPORATION TO “SINOBIOMED
INC.”
PROPOSAL
NO. 2 - TO APPROVE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO
EFFECTUATE AN INCREASE IN AUTHORIZED SHARES OF COMMON STOCK OF THE CORPORATION
FROM 50,000,000 SHARES TO 250,000,000 SHARES
Assuming
the presence of a quorum, the proposal to approve an amendment to the
Certificate of Incorporation to change the Corporation’s authorized shares of
common stock from 50,000,000 to 250,000,000 requires the affirmative vote,
in
person or by proxy, of a majority of the outstanding shares of the Corporation’s
Common Stock entitled to vote at the Annual Meeting of Shareholders. Proxies
will be voted for or against approval in accordance with the specifications
marked thereon and, if no specification is made, will be voted FOR approval
of
the amendment to the Corporation’s Certificate of Incorporation to change the
Corporation’s authorized shares of common stock.
By
approving this proposal, the shareholders will authorize the Board of Directors
to amend the Corporation’s Certificate of Incorporation accordingly, attached as
Exhibit “A”. The amendment embodies the fourth paragraph changing the text to:
“FOURTH: The
amount of the total stock of this corporation is authorized to issue is two
hundred and fifty million (250,000,000) shares with a par value of $0.0001
per
share.”
14
The
Corporation currently has authorized Common Stock of 50,000,000 shares. As
of
November 6, 2006, there were a total of 3,025,000 shares of Common Stock issued
and outstanding.
The
Board
of Directors believes it is in the best interests of the Corporation and its
shareholders for the Corporation to have a reasonable reserve of authorized
but
unissued shares of common stock in order to allow for future stock issuances.
The Board of Directors proposes to create a reserve of approximately 190 million
shares through the increase in the Corporation’s authorized Common Stock to 250
million shares, if the forward stock split is approved as described
below.
The
additional shares of Common Stock described above will enhance our flexibility
in connection with actions, such as stock splits, stock dividends, acquisitions
of property and securities of other companies, financings, and other corporate
purposes.
The
Board
of Directors is not proposing the increase in the authorized shares of Common
Stock with the intention of using the shares for anti-takeover purposes. It
is
possible, however, that the additional shares could be used in the future to
discourage an attempt to acquire or take control of the Corporation.
No
shareholder of the Corporation has any preemptive right to acquire any of the
additional authorized shares, so the issuance of the additional authorized
shares may correspondingly dilute the percentage interests of current
shareholders.
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVING THE AMENDMENT TO THE CERTIFICATE
OF INCORPORATION TO EFFECTUATE AN INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
OF THE CORPORATION FROM 50,000,000 SHARES TO 250,000,000 SHARES
PROPOSAL
NO. 3 - TO APPROVE A FORWARD STOCK SPLIT OF TWENTY-FOR-ONE OF THE CORPORATION’S
ISSUED AND OUSTANDING SHARES OF COMMON STOCK DEPENDING UPON A DETERMINATION
BY
THE BOARD OF DIRECTORS THAT A FORWARD SOCK SPLIT IS IN THE BEST INTERESTS OF
THE
CORPORATION AND ITS SHAREHOLDERS
FORWARD
STOCK SPLIT
The
Board
of Directors of the Corporation has recommended a forward stock split of
twenty-for-one (the “Forward Stock Split”) of the Corporation’s issued and
outstanding shares of common stock. The Forward Stock Split may be effectuated
by the Board depending on market conditions. The intent of the Forward Stock
Split is to increase the marketability and liquidity of the common stock.
If
the
Forward Stock Split is approved by the shareholders, it will be effected only
upon a determination by the Board of Directors that the Forward Stock Split
is
in the best interests of the Corporation and the shareholders. In the Board’s
judgment, the Forward Stock Split would result in the greatest marketability
and
liquidity of common stock, based upon prevailing market conditions, the likely
effect of the market price of the common stock and other relevant factors.
15
If
approved by the shareholder, the Forward Stock Split will become effective
on
any date (the “Effective Date”) selected by the Board of Directors on or prior
to December 29, 2006, upon filing the appropriate documentation with all
applicable regulatory authorities. If no Forward Stock Split is effected by
such
date, the Board of Directors will take action to abandon the Forward Stock
Split
without further shareholder action.
Purposes
And Effects Of The Forward Stock Split
Consummation
of the Forward Stock Split will alter the number of issued and outstanding
shares of Common Stock, which will be increased to 60,500,000 shares.
The
Common Stock is listed for trading on the OTC Bulletin Board under the symbol
CDCX. On the Record Date, the reported closing price for the common stock on
the
OTCBB was $____ per share. Management intends to effect a Forward Stock Split
at
a level of twenty-for-one which it believes is sufficient to attain its goal
of
increasing the marketability and liquidity of the Corporation’s common
stock.
Additionally,
the Board feels that having a greater number of shares of the common stock
available will increase the public’s interest in the Corporation’s business. The
Board also anticipated that the availability of more shares of common stock
will
stabilize the market price of the Corporation’s shares and result in broader
distribution.
The
Forward Stock Split would have the following effects upon the number of
shares
of common stock issued and outstanding (3,025,000 shares as of the Record
Date)
and no effect upon the number of authorized and unissued shares of common
stock
(assuming that no additional shares of common stock are issued by the
Corporation after the Record Date and that the Forward Stock Split is effected),
other than: (i) the Forward Stock Split will be contingent upon approval
of
Proposal No. 2 (the increase in the authorized capital), which is required
in
order to proceed with the Forward Stock Split; and (ii) the percentage
of the
authorized capital that is unissued shares of common stock will decrease
from
93.95% to 75.8%. The common stock will continue to be $0.0001 par value
common
stock following any Forward Stock Split, and the number of shares of common
stock outstanding will be increased. The following example is intended
for
illustrative purposes.
The
Forward Stock Split would have the following effects upon the number of shares
of common stock issued and outstanding (3,025,000 shares as of the Record Date)
and no effect upon the number of authorized and unissued shares of common stock
(assuming that no additional shares of common stock are issued by the
Corporation after the Record Date and that the Forward Stock Split is effected.
The common stock will continue to be $0.0001 par value common stock following
any Forward Stock Split, and the number of shares of common stock outstanding
will be increased. The following example is intended for illustrative
purposes.
Forward
Stock Common
Stock
Split
Outstanding
pre
Forward Split
3,025,000
20
for
1 60,500,000
At
the
Effective Date, each share of the common stock issued and outstanding
immediately prior thereto (the “Old Common Stock”), will be reclassified as and
changed into the appropriate number of shares of the Corporation’s Common Stock,
$0.0001 par value per share (the “New Common Stock”). Shortly after the
Effective Date, the Corporation will send transmittal forms to the holders
of
the Old Common Stock to be used in forwarding their certificates formerly
representing the Old Common Stock for surrender and exchange for certificates
representing shares of New Common Stock.
16
Federal
Income Tax Consequences of the Forward Stock Split
The
following is a summary of the material federal income tax consequences of the
proposed Forward Stock Split. This summary does not purport to be complete
and
does not address the tax consequences to holders that are subject to special
tax
rules, such as banks, insurance companies, regulated investment companies,
personal holding companies, foreign entities, nonresident alien individuals,
broker-dealers and tax-exempt entities. This summary is based on the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury regulations and proposed
regulations, court decisions and current administrative rulings and
pronouncements of the Internal Revenue Service ("IRS"), all of which are subject
to change, possibly with retroactive effect, and assumes that the New Common
Stock will be held as a "capital asset" (generally, property held for
investment) as defined in the Code. Holders of Old Common Stock are advised
to
consult their own tax advisers regarding the federal income tax consequences
of
the proposed Forward Stock Split in light of their personal circumstances and
the consequences under state, local and foreign tax laws.
1.
The
Forward Stock Split will qualify as a recapitalization
described
in
Section 368(a)(1)(E) of the Code.
2.
No
gain or loss will be recognized by the Corporation in connection
with the
Forward Stock Split.
3.
No
gain or loss will be recognized by a shareholder who exchanges all
of his
shares of Old Common Stock solely for shares of New Common
Stock.
4.
The
aggregate basis of the shares of New Common Stock to be received
in the
Forward Stock Split will be the same as the aggregate basis of the
shares
of Old Common Stock surrendered in exchange
therefore.
5.
The
holding period of the shares of New Common Stock to be received in
the
Forward Stock Split will include the holding period of the shares
of the
Old Common Stock surrendered in exchange
therefor.
THE
FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY. ACCORDINGLY, EACH
HOLDER OF COMMON STOCK OF THE CORPORATION IS URGED TO CONSULT WITH HIS OWN
TAX
ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE PROPOSED FORWARD STOCK
SPLIT, INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, MUNICIPAL,
FOREIGN OR OTHER TAXING JURISDICTION.
THE
BOARD
OF DIRECTORS RECOMMENDS VOTING “FOR” THE FORWARD STOCK SPLIT OF TWENTY-FOR-ONE
OF THE CORPORATION’S ISSUED AND OUSTANDING SHARES OF COMMON STOCK DEPENDING
UPON A DETERMINATION BY THE BOARD OF DIRECTORS THAT A FORWARD SOCK SPLIT IS
IN
THE BEST INTERESTS OF THE CORPORATION AND ITS SHAREHOLDERS.
17
PROPOSAL
NO. 4 - TO APPROVE AN AMENDMENT TO THE CORPORATION’S BY-LAWS, ARTICLE IV,
SECTION 5, TO PERMIT ACTIONS TAKEN WITHOUT A MEETING BY WRITTEN CONSENT TO
BE
SIGNED BY THE HOLDERS OF A MAJORITY OF ALL OUTSTANDING SHARES INSETAD OF HOLDERS
OF ALL OUTSTANDING SHARES
Assuming
the presence of a quorum, the proposal to approve the amendment to the
Corporation’s By-Laws requires the affirmative vote, in person or by proxy, of a
majority of the outstanding shares of the Corporation’s Common Stock entitled to
vote at the Annual Meeting of Shareholders. Proxies will be voted for or against
approval in accordance with the specifications marked thereon and if no
specification is made, will be voted FOR approval of the amendment to the
Corporation’s By-Laws, Article IV, Section 5.
Management
of the Corporation intends to propose, by ordinary resolution, that the By-Laws
of the Corporation be amended to permit actions taken without a meeting by
written consent to be signed by the holders of a majority of all outstanding
shares instead of holders of all outstanding shares.
The
Corporation’s By-Laws currently read as follows:
Article
IV
Section
5.
Whenever
shareholders are required or permitted to take any action by vote, such action
may be taken without a meeting on written consent, setting forth the action
so
taken, signed by the holders of all outstanding shares entitled to vote
thereon.
Management
of the Corporation intends to propose, by ordinary resolution that the
Corporation’s By-Laws be amended as follows:
Section
5.
Whenever
shareholders are required or permitted to take any action by vote, such action
may be taken without a meeting on written consent, setting for the action so
taken, signed by the holders of a majority of outstanding shares entitled to
vote thereon.
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVING THE AMMENDMENTS TO THE
CORPORATION’S BY-LAWS, ARTICLE IV SECTION 5, TO PERMIT ACTIONS TAKEN WITHOUT A
MEETING BY WRITTEN CONSENT TO BE SIGNED BY THE HOLDERS OF A MAJORITY OF ALL
OUTSTANDING SHARES INSETAD OF HOLDERS OF ALL OUTSTANDING SHARES.
18
A
complete copy of the Corporation’s proposed new Certificate of Incorporation and
By-Laws will be available for review at the Meeting, and for a period of ten
days prior thereto, at the Corporation’s records office located at 555 West
Hastings Street, Suite 2550, Vancouver, BC, Canada V6B 4N5.
PROPOSAL
NO. 5 - TO APPROVE THE ACTS, DEEDS & CONDUCT OF DIRECTORS SINCE THE LAST
ANNUAL MEETING OF SHAREHOLDERS OF THE CORPORATION
Management
of the Corporation intends to propose, by ordinary resolution, that the actions,
deeds and conduct of the Directors of the Corporation be ratified and confirmed
on behalf of the Corporation since the date of the last Annual Meeting of the
Corporation.
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVING THE ACTS, DEEDS & CONDUCT OF
DIRECTORS SINCE THE LAST ANNUAL MEETING OF SHAREHOLDERS OF THE
CORPORATION.
PROPOSAL
NO. 6 - TO
APPROVE AN ELECTION OF THREE (3) DIRECTORS TO SERVE AS DIRECTORS OF THE
CORPORATION UNTIL THE NEXT ANNUAL MEETING OF THE CORPORATION’S SHAREHOLDERS OR
UNTIL THEIR SUCCESSOR HAS BEEN ELECTED AND QUALIFIED
In
accordance with the By-Laws of the Corporation, the Corporation's directors
are
elected at each Annual Meeting of Shareholders and hold office until the next
election of directors and until their successors are duly elected and qualified.
The By-Laws of the Corporation provide that the Board of Directors shall consist
of one or more directors unless and until otherwise determined by a vote of
a
majority of the entire Board of Directors.
Unless
otherwise instructed, the Proxy holders will vote the Proxies received by them
for the nominees named below. Each of the nominees has consented to being named
as a nominee and to serve as a director if elected. However, if any nominee
is
unable or unwilling to serve as a director at the time of the Annual Meeting,
the Proxies will be voted for such other nominee(s) as shall be designated
by
the current Board of Directors to fill any vacancy. The Corporation has no
reason to believe that any nominee will be unable or unwilling to serve if
elected as a director.
The
term
of the current director, Mr. Ka Yu, expires on the date of the Annual Meeting
and his successor(s) will be elected at the Annual Meeting.
The
Board
of Directors has nominated Mr. Ka Yu, Dr. Kim Kiat Ong, and Mr. Chris Metcalf
for election as directors at the Annual Meeting to serve a term of one year.
THE
BOARD
RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF THESE NOMINEES.
19
Information
regarding the nominees and the directors of the Corporation as of the Record
Date is provided below. If elected, the term of each director will expire at
the
next Annual Meeting of shareholders in 2007.
Name,
Municipality of Residence and Positions, if any, held with
the
Corporation
Principal
Occupation or Employment during the Past Five
Years
Director/
Officer
of the Corporation Since
Number
of Shares of the Corporation Beneficially Owned, Controlled
or
Directed(1)
Ka
Yu
Shanghai,
China
President,
CEO, CFO, Secretary, Treasurer & Director
Mr.
Ka
Yu
(age 36) is currently the President, CEO, CFO, Secretary, Treasurer
and a
Director of the Corporation since October 31, 2006. In addition,
he is
currently the CEO of Far East Union Investment Ltd. which is a privately
owned consulting firm that is based in Hong Kong, specializing in
providing cross-border business solutions, consulting and corporate
finance on customer projects. He has been in that capacity since
2001.
From 1996 to 2001, Mr. Yu was the Managing Director of Powerlot (Pacific)
Ltd., a privately owned Corporation, during which he initiated, organized
and supervised the business of the Corporation with over 500 staff
members. Powerlot is engaged in the business of that Corporation
consisted
of garment manufacturing, logistics, telecommunications, and international
trade with annual revenue exceeding $50 million USD in 2001. Mr.
Yu
graduated from Shanghai Teacher’s University in Shanghai in 1991 with a
bachelors of Science. Mr. Yu is not an officer or director of any
other
reporting issuer other than the
Corporation.
†
Mr.
Christopher
S. Metcalf (age
37) is currently the President of Altitude Funds LLC, and Vice President
of GF Private Equity Group LLC. Prior to that position, from 2002
to 2006,
Mr. Metcalf served as the Vice President of the Graystone Research
Group
in Morgan Stanley, performing portfolio and research analysis for
hedge
funds and private equity. From 2000 to 2002, Mr. Metcalf held the
position
of Vice President of Private Equity at KMV Capital LLC, a consulting
and
private equity firm. Mr. Metcalf has also held the positions of Vince
President and Senior Financial Analyst at Charles Schwab Family Private
Equity Fund (1999-2000), Investment Banking Representative at Prudential
Securities, and Tax Analyst at Wachovia Bank. Apart from his professional
experience, Mr. Metcalf holds degrees from the University of Chicago
(MBA
with Honors), and the University of Virginia (JD and Bachelor of
Science
in Commerce). Mr. Metcalf is not an officer or director of any reporting
issuer at this time.
20
†
Dr.
Kim
Kiat Ong
(age 52) was a Director of Sinovac Biotech Ltd. (AMEX: SVA) from
2003 to
2006. Dr. Ong has been in the medical field for over 30 years and
has
specialized as a Cardiothoracic and Vascular Surgeon for 18 years.
He has
been a member of several national committees and is currently a Member
of
the Advisory Committee, for the Singapore Ministry of Health (2003-
present). As a seasoned lecturer, teacher and writer in the medical
profession, Dr. Ong offers a high level of quality experience. Dr.
Ong is
not an officer or director of any reporting issuer at this
time.
EXECUTIVE
COMPENSATION
The
following compensation was paid directly to the executive officers of the
Corporation during the years ended December 31, 2005, 2004 and
2003:
(2)
Mr.
Asher Zwebner resigned as the CFO, Secretary & Treasurer of the Corporation
on October 30, 2006, and as a Director on October 31, 2006.
The
Corporation anticipates that compensation will be provided by the Corporation
during the Corporation’s next financial year to certain executive officers of
the Corporation and in conjunction with certain management and administrative
services to be provided to the Corporation by such executive
officers.
21
Long-term
Incentive Plans - Awards in most recently completed Financial
Year
During
its most recently completed financial year the Corporation has not awarded
or
instituted any LTIPs in favour of its named executive officers.
PROPOSAL
NO. 7 - TO APPOINT SCHUMACHER & ASSOCIATES, INC., CERTIFIED PUBLIC
ACCOUTANTS, AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR
THE FISCAL YEAR ENDING DECEMBER 31, 2006.
The
Board
of Directors has recommended the appointment of Schumacher & Associates,
Inc., Certified Public Accountants, as the independent accountants for the
Corporation’s fiscal year ending December 31, 2006, subject to Shareholder
approval. After the Annual Meeting, the new Board of Directors intends to
appoint a new Audit Committee consisting of Dr. Kim Kiat Ong, Christopher S.
Metcalf and Ka Yu. Schumacher & Associates, Inc., Certified Public
Accountants, will have unrestricted access to the Audit Committee to discuss
audit findings and other financial matters. Representatives of Schumacher &
Associates, Inc., Certified Public Accountants, are not expected to be present
at the Annual Meeting.
Audit
Fees
The
aggregate fees billed for the last fiscal year for professional services
rendered by the independent registered public accountant for the audit of the
Corporation’s annual financial statements and review of financial statements
included in the Corporation’s Form 10-KSB or services that are normally provided
by the accountant in connection with statutory and regulatory engagements for
the fiscal year ending December 31, 2005 was $10,000 by Davis Accounting Group
P.C.
Audit
- Related Fees
The
Corporation did not engage its principal accountants to provide assurance and
related services during the last two fiscal years.
Tax
Fees
The
Corporation did not engage its principal accountants to provide tax compliance,
tax advice and tax planning services during the last two fiscal
years.
All
Other Fees
The
Corporation did not engage its principal accountants to render services to
the
Corporation during the last two fiscal years, other than reported above.
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE “FOR” APPOINTING SCHUMACHER & ASSOCIATES,
INC., CERTIFIED PUBLIC ACCOUNTANTS, AS THE CORPORATION’S INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2006.
22
PROPOSAL
NO. 8 - TO APPROVE THE 2006 STOCK OPTION AND INCENTIVE PLAN FOR KEY PERSONNEL
OF
THE CORPORATION
On
November 3, 2006, the Board of Directors of the Corporation approved and adopted
a 2006 Stock Option and Incentive Plan (the “Stock Option Plan”), which is
attached hereto as Exhibit “B”. The purpose of the Stock Option Plan is to
advance the interests of the Corporation and its shareholders by affording
key
personnel of the Corporation an opportunity for investment in the Corporation
and the incentive advantages inherent in stock ownership in the Corporation.
Pursuant to the provisions of the Stock Option Plan, stock options (the “Stock
Options”) will be granted only to key personnel of the Corporation, generally
defined as a person designated by the Board of Directors upon whose judgment,
initiative and efforts the Corporation may rely including any director, officer,
employee or consultant of the Corporation.
The
Stock
Option Plan is to be administered by the Board of Directors of the Corporation,
which shall determine (i) the persons to be granted Stock Options and
Incentives; (ii) the Fair Market Value of the Corporation's shares; (iii) the
exercise price per share of options to be granted; (iv) the number of shares
to
be represented by each option or incentive award; (v) the time or times at which
options and incentive awards shall be granted; (vi) the interpretation of the
Stock Option Plan; (vii) whether to prescribe, amend and rescind rules and
regulations relating to the Stock Option Plan; (viii) the term and provisions
or
each option and incentive award granted (which need not be identical) and,
with
the consent of the grantee thereof, modify or amend such option or incentive
award; (ix) whether to accelerate or defer (with the consent of the grantee)
of
the exercise date of any option or incentive award; (x) the person to execute
on
behalf of the Corporation any instrument required to effectuate the grant of
an
option or incentive award previously granted by the Board; (xi) whether to
accept or reject the election made by a grantee pursuant to Section 7.5 of
the
Stock Option Plan; and (xii) all other determinations deemed necessary or
advisable for the administration of the Stock Option Plan. The Stock Option
Plan
provides authorization to the Board of Directors to grant Stock Options and
Incentives to a total number of shares of common stock of the Corporation,
not
to exceed Two Hundred Fifty Thousand (250,000) shares of common stock of the
Corporation as at the date of adoption by the Board of Directors of the Stock
Option Plan.
In
the
event an optionee who is a director, officer, employee (employee also
encompasses consultants and advisors where such is appropriate or where such
is
intended by the Board or by a particular grant under the Stock Option Plan)
(each an "Employee") of the Corporation has his employment terminated by the
Corporation, except if such termination is voluntary or occurs due to retirement
with the consent of the Board or due to death or disability, then the option,
to
the extent not exercised, shall terminate on the date on which the Employee's
employment by the Corporation is terminated. If an Employee's termination is
voluntary or occurs due to retirement with the consent of the Board, then the
Employee may after the date such Employee ceases to be an employee of the
Corporation, exercise his option at any time within three (3) months after
the
date he ceases to be an Employee of the Corporation, but only to the extent
that
he was entitled to exercise it on the date of such termination. To the extent
that the Employee was not entitled to exercise the Option at the date of such
termination, or if he does not exercise such option (which he was entitled
to
exercise) within the time specified herein, the option shall terminate. In
no
event may the period of exercise in the case of incentive options extend more
than three (3) months beyond termination of employment.
23
In
the
event an Employee is unable
to
continue his employment with the Corporation as a result of his permanent and
total disability (as defined in Section 22(e)(3) of the Internal Revenue Code),
he may exercise his option at any time within six (6) months from the date
of
termination, but only to the extent he was entitled to exercise it at the date
of such termination. To the extent that he was not entitled to exercise the
option at the date of termination, or if he does not exercise such option (which
he was entitled to exercise) within the time specified herein, the option shall
terminate. In no event may the period of exercise in the case of an incentive
option extend more than six (6) months beyond the date the Employee is unable
to
continue employment due to such disability.
In
the
event an optionee dies during the term of the option and is at the time of
his
death an Employee who shall have been in continuous status as an Employee since
the date of grant of the option, the option may be exercised at any time within
six (6) months following the date of death by the optionee's estate or by a
person who acquired the right to exercise the option by bequest or inheritance,
but only to the extent that an optionee was entitled to exercise the option
on
the date of death, or if the optionee's estate, or person who acquired the
right
to exercise the option by bequest or inheritance, does not exercise such option
(which he was entitled to exercise) within the time specified herein, the option
shall terminate. In no event may the period of exercise in the case of an
incentive option extend more than six (6) months beyond the date of the
Employee's death.
Except
to
the extent otherwise expressly provided in an award, the right to acquire shares
or other assets under the Stock Option Plan may not be assigned, encumbered
or
otherwise transferred by an optionee and any attempt by an optionee to do so
will be null and void. However Stock Options and Incentives granted under this
Stock Option Plan may be transferred by an optionee by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order
as
defined by the Internal Revenue Code or Title I of the Employee Retirement
Income Security Act, as amended, or the rules thereunder. Unless assigned in
accordance with the terms of an award, options and other awards granted under
this Stock Option Plan may not be exercised during an optionee's lifetime except
by the optionee or, in the event of the optionee's legal incapacity, by his
guardian or legal representative acting in a fiduciary capacity on behalf of
the
optionee under state law and court supervision.
As
of the
date of this Proxy Statement, no Stock Options and/or Incentives have been
granted. Upon approval by the shareholders of the Stock Option Plan, the Board
of Directors will be authorized, without further shareholder approval, to grant
such Stock Options and Incentives from time to time to acquire up to an
aggregate of 250,000 (5,000,000 after the Forward Stock Split taking effect)
shares of the Corporation’s restricted common stock.
24
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVING THE 2006 STOCK OPTION AND
INCENTIVE PLAN FOR KEY PERSONNEL OF THE CORPORATION.
PROPOSAL
NO. 9 - TO TRANSACT SUCH OTHER BUSINESS AS MAY BE BROUGHT BEFORE THE
MEETING
The
Board
of Directors knows of no other business that will be presented for consideration
at the Annual Meeting other than what has been described above. However, if
any
other matters are properly presented at the Annual Meeting, it is the intention
of the person named in the accompanying proxy to vote, or otherwise act, in
accordance with their judgment is such matters.
ANNUAL
REPORT AND QUARTERLY REPORTS
Our
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005, which
was filed with the Securities and Exchange Commission via EDGAR on March 30,2006, and our quarterly reports on Form 10-QSB, which was filed with the
Securities and Exchange Commission via EDGAR on May 11, 2006, August 17, 2006
and October 12, 2006, will be made available to the shareholders without charge
upon written request to the Corporation’s records office located at 555 W.
Hastings St., Suite 2550, Vancouver, B.C., Canada V6B 4N5, attention: Michael
Shannon, Esq.
In
addition, copies
of
the Annual Report, as amended, and the quarterly reports may be obtained from
the Public Reference Section of the Securities and Exchange Commission, Room
1580, 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission
at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Furthermore, the Securities and Exchange Commission also maintains a
web
site at http://www.sec.gov that contains reports, proxy statements and
information regarding registrants that file electronically with the Commission.
Our Annual Report, and quarterly reports and the referenced exhibits can also
be
found on this site.
The
above
mentioned Annual Report, and quarterly reports are incorporated herein by
reference.
SHAREHOLDER
PROPOSALS FOR 2007 ANNUAL MEETING
Shareholders
interested in submitting a proposal for inclusion in the proxy statement and
proxy card relating to the 2007 Annual Meeting of Shareholders may do so by
following the procedures in Rule 14a-8 under the Securities Exchange Act of
1934. To be eligible for inclusion, stockholder proposals must be received
at
the Corporation’s executive offices located at Room 3304, BLDG #6, Lane 218,
Wu-Zhou Road, Shanghai 200080, China, addressed to the attention of the
President, no later than October 30, 2007.
SHAREHOLDERS
ARE URGED TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE ACCOMPANYING PROXY
IN
THE ENCLOSED ENVELOPE.
BY
ORDER
OF THE BOARD OF DIRECTORS
26
EXHIBIT
“A”
CERTIFICATE
OF AMENDMENT TO THE
CERTIFICATE
OF INCORPORATION OF
CDOOR
CORP.
I,
the
undersigned, Ka Yu, President of CDoor Corp. (the “Corporation”), do hereby
certify that the Board of Directors of said Corporation at a meeting duly
convened held on the 29th
day of
December, 2006, adopted a resolution to amend the Certificate of Incorporation
as follows:
RESOLVED,
that Article First of the Certificate of Incorporation is hereby amended to
read
in its entirety as follows:
“FIRST: The
name
of this corporation is Sinobiomed Inc.”
RESOVED,
that Article Fourth of the Certificate of Incorporation is hereby amended to
read in its entirety as follows:
“FOURTH: The
amount of the total stock of this corporation is authorized to issue is two
hundred fifty million (250,000,000) shares with a par value of $0.0001 per
share.”
On
December 29, 2006, the stockholders entitled to vote thereon, of each class
of
stock voting separately as a class, holding the necessary number of shares
as
required by statute voted in favor to amend the Certificate of Incorporation
as
set forth above, which was adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, CDoor Corp. has caused these presents to be signed in its
name
and on its behalf by Ka Yu, its President on this ____ day of December, 2006,
and its President acknowledges that this Certificate of Amendment is the act
and
deed of CDoor Corp., and, under the penalties of perjury, that the matters
and
facts set forth herein with respect to authorization and approval are true
in
all material respects to the best of his knowledge, information and
belief.
CDOOR
CORP.
By:____________________________
Ka
Yu,
President
27
EXHIBIT
“B”
CDOOR
CORP.
2006
STOCK OPTION AND INCENTIVE PLAN
1.Purposes
of the Plan.
The
purposes of this Plan are to (i) attract and retain the best available personnel
for positions of responsibility within CDoor Corp. (the "Corporation"), (ii)
provide additional incentives to Employees of the Corporation, (iii) provide
Directors, Consultants and Advisors of the Corporation with an opportunity
to
acquire a proprietary interest in the Corporation to encourage their continued
provision of services to the Corporation and to provide such persons with
incentives and rewards for superior performance more directly linked to the
profitability of the Corporation's business and increases in shareholder value,
and (iv) generally to promote the success of the Corporation's business and
the
interests of the Corporation and all of its stockholders, through the grant
of
options to purchase shares of the Corporation's Common Stock and other
incentives.
Incentive
benefits granted hereunder may be either Incentive Stock Options, Non-qualified
Stock Options, stock awards, Restricted Shares, cash awards or other incentives
determined by the board, as such terms are hereinafter defined. The types of
options or other incentives granted shall be reflected in the terms of written
agreements.
2.Definitions.
As
used
herein, the following definitions shall apply:
2.1 "Board"
shall
mean the Board of Directors of CDoor Corp.
2.2 "Change
of Control"
means a
change in ownership or control of the Corporation effected through any of the
following transactions:
(a) the
direct or indirect acquisition by any person or related group of persons (other
than by the Corporation or a person that directly or indirectly controls, is
controlled by, or is under common control with, the Corporation) of beneficial
ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities
possessing more than 50% of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly
to
the Corporation's shareholders, or other transaction, in each case which the
Board does not recommend such shareholders to accept; or
(b) a
change
in the composition of the Board over a period of 12 consecutive months or less
such that a majority of the Board members (rounded up to the next whole number)
ceases, by reason of one or more contested elections for Board membership,
to be
comprised of individuals who either (i) have been Board members continuously
since the beginning of such period or (ii) have been elected or nominated for
election as Board members during such period by at least a majority of the
Board
members described in clause (i) who were still in office at the time such
election or nomination was approved by the Board; or
(c) a
Corporate Transaction as defined below.
28
2.3 "Code"
shall
mean the US Internal Revenue Code or analogous legislation, as amended from
time
to time, and the rules and regulations promulgated thereunder.
2.4 "Committee"
shall
mean the Committee constituting the Board in accordance with Section 4.1 of
the
Plan, if one is appointed.
2.5 "Common
Stock"
or
"Common
Shares"
shall
mean (i) shares of the common stock, no par value, of the Corporation described
in the Corporation's Articles of Incorporation, as amended, and (ii) any
security into which Common Shares may be converted by reason of any transaction
or event of the type referred to in Section 12 of this Plan.
2.6 "Corporation"
shall
mean CDoor Corp., a Delaware corporation, and shall include any parent or
subsidiary corporation of the Corporation.
2.7 "Consultants"
and
"Advisors"
shall
include any third party retained or engaged by the Corporation to provide
service to the Corporation, including any employee of such third party providing
such services.
2.8 "Corporate
Transaction"
means
any of the following shareholder-approved transactions to which the Corporation
is a party:
(a) a
merger
or consolidation in which the Corporation is not the surviving entity, except
for a transaction the principal purpose of which is to change the state in
which
the Corporation is incorporated;
(b) the
sale,
transfer or other disposition of all or substantially all of the assets of
the
Corporation in complete liquidation or dissolution of the Corporation;
or
(c) any
reverse merger in which the Corporation is the surviving entity but in which
securities possessing more than 50% of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to such
merger.
2.9 "Date
of Grant"
means
the date specified by the Board or the Committee on which a grant of Options,
Stock Appreciation Rights, Performance Shares of Performance Units or a grant
or
sale of Restricted Shares or Deferred Shares shall become
effective.
2.10 "Deferral
Period"
means
the period of time during which Deferred Shares are subject to deferral
limitations under Section 9.3 of this Plan.
2.11 "Deferred
Shares"
means
an award pursuant to Section 9 of this Plan of the right to receive Common
Shares at the end of a specified Deferral Period.
2.12 "Director"
shall
mean a member of the Board.
2.13 "Effective
Date"
shall
have the meaning ascribed thereto in Section 6.
2.14 "Employee"
shall
mean any person, including officers and directors, employed by the Corporation.
The payment of a director's fee by the Corporation shall not be sufficient
to
constitute "employment" by the Corporation. For inclusiveness purposes, but
not
having legal effect as to obligations and liabilities, Employee in this
Agreement may also encompass Consultants and Advisors where such is appropriate
or where such is intended by the Board or by a particular grant
hereunder.
29
2.15 "Exchange
Act"
shall
mean the Securities Exchange Act of 1934, as amended, and all pertinent rules
and regulations.
2.16 "Fair
Market Value"
shall
mean, with respect to the date a given Option or other incentive is granted
or
exercised, the value of the Common Stock determined by the Board in such manner
as it may deem equitable for Plan purposes but, in the case of an Incentive
Stock Option, no less than is required by applicable laws or regulations;
provided,
however,
that
where there is a public market for the Common Stock, the Fair Market Value
per
share shall be not less than the closing price for the Common Stock on the
last
trading day preceding the Date of Grant, as reported by the National Association
of Securities Dealers Automated Quotation System - Small Cap or National Markets
or the National Association of Security Dealers Over the Counter Bulletin Board
or other exchange on which the Corporation is listed and as determined by the
Board; provided,
further,
that if
the Common Stock is not listed on any exchange, the Fair Market Value per share
shall not be less than the average of the means between the bid and asked prices
quoted on each such date by any two independent persons or entities making
a
market for the Common Stock, such persons or entities to be selected by the
Board.
2.17 "Incentive
Agreement"
shall
mean the written agreement between the Corporation and the Participant relating
to Incentive Stock Options, Non-qualified Stock Options, stock awards,
Restricted Shares and cash awards granted under the Plan, and shall include
an
Incentive Stock Option Agreement, Non-qualified Stock Option Agreement or other
form of Agreement which may be approved by the Board.
2.18 "Incentive
Award"
shall
mean the award of one or more Incentives.
2.19 "Incentive
Stock Option"
shall
mean an Option which is intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code, or any successor provision
thereto.
2.20 "Incentives"
shall
mean those incentive benefits which may be granted from time to time under
the
terms of the Plan which include Incentive Stock Options, Non-qualified Stock
Options, stock awards, Restricted Shares and cash awards.
2.21 "Management
Objectives"
means
the achievement of performance objectives established pursuant to this Plan
for
Participants who have received grants of Performance Shares or Performance
Units
or, when so determined by the Board or the Committee, Restricted
Shares.
2.22 "Non-qualified
Stock Option"
means
an Option that is not intended to qualify as a Tax-Qualified
Option.
2.23 "Option
Price"
means
the purchase price payable upon the exercise of an Option.
2.24 "Option"
means
the right to purchase Common Shares from the Corporation upon the exercise
of a
Non-qualified Stock Option or a Tax-Qualified Option granted pursuant to Section
7 of this Plan.
2.25 "Optioned
Stock"
shall
mean the Common Stock subject to an Option.
2.26 "Option
Term"
shall
have the meaning ascribed to it in Section 7.3.
30
2.27 "Optionee"
shall
mean an Employee, Director, Consultant or Advisor of the Corporation who has
been granted one or more Options.
2.28 "Parent"
shall
mean a "parent corporation," whether now or hereafter existing, as defined
in
Section 424(e) of the Code.
2.29 "Participant"
means a
person who is selected by the Board or a Committee to receive benefits under
this Plan and (i) is at that time an officer, including without limitation
an
officer who may also be a member of the Board, director, or other employee
of,
or a Consultant or Advisor, to the Corporation, or (ii) has agreed to commence
serving in any such capacity.
2.30 "Performance
Period"
means,
in respect of a Performance Share or Performance Unit, a period of time
established pursuant to Section 10 of this Plan within which the Management
objectives relating thereto are to be achieved.
2.31 "Performance
Share"
means a
bookkeeping entry that records the equivalent of one Common Share awarded
pursuant to Section 10 of this Plan.
2.32 "Performance
Unit"
means a
bookkeeping entry that records a unit equivalent to the Board selected monetary
unit awarded pursuant to Section 10 of this Plan.
2.33 "Plan"
shall
mean this Stock Option and Incentive Plan, as amended from time to time in
accordance with the terms hereof.
2.34 "Restricted
Shares"
means
Common Shares granted or sold pursuant to section 8 of this Plan as to which
neither the substantial risk of forfeiture nor the restrictions on transfer
referred to in Section 8.9 hereof has expired.
2.35 "Rule
16b-3"
means
Rule 16b-3, as promulgated and amended from time to time by the Securities
and
Exchange Commission under the Exchange Act, or any successor rule to the same
effect.
2.36 "Share"
shall
mean a share of the Common Stock, as adjusted in accordance with Section 11
of
the Plan.
2.37 "Subsidiary"
shall
mean a "subsidiary corporation," whether now or hereafter existing, as defined
in Section 424(f) of the Code.
2.38 "Tax
Date"
shall
mean the date an Optionee is required to pay the Corporation an amount with
respect to tax withholding obligations in connection with the exercise of an
option.
2.39 "Tax-Qualified
Option"
means
an Option that is intended to qualify under particular provisions of the Code,
including without limitation an Incentive Stock Option.
2.40 "Termination
Date"
shall
have the meaning ascribed thereto in Section 6.
3.Common
Stock Subject to the Plan.
3.1 Subject
to the provisions of Section 11 of the Plan, the maximum aggregate number of
shares which may be optioned and sold or otherwise awarded under the Plan is
two
hundred and fifty thousand (250,000) Common Shares. Any Common Shares available
for grants and awards at the end of any calendar year shall be carried over
and
shall be available for grants and awards in the subsequent calendar year. For
the purposes of this Section 3:
31
(a) Upon
payment of cash in lieu of exercise provided by any award granted under this
Plan, or upon expiration or cancellation of any award granted under this Plan,
any Common Shares that were covered by such award and not issued shall again
be
available for issuance hereunder.
(b) Common
Shares covered by any award granted under this Plan shall be deemed to have
been
issued or transferred, and shall cease to be available for future issuance
or
transfer in respect of any other award granted hereunder, at the earlier of
the
time when they are actually issued or transferred or the time when dividends
or
dividend equivalents are paid thereon; provided,
however,
that
Restricted Shares shall be deemed to have been issued or transferred at the
earlier of the time when they cease to be subject to a substantial risk of
forfeiture or the time when dividends are paid thereon.
(c) Performance
Units that are granted under this Plan and are paid in Common Shares but are
not
earned by the Participant at the end of the Performance Period shall be
available for future grants of incentives hereunder.
4.Administration
of the Plan.
4.1Procedure.
(a) The
Board
shall administer the Plan and is the body responsible for the Plan; provided,
however, that the Board may appoint a Committee consisting solely of two (2)
or
more "Non-Employee Directors" to conduct day-to-day administration of the Plan
on behalf of the Board, in accordance with Rule 16b-3 and subject to the
authority of the Board.
(b) Once
appointed, the Committee shall continue to serve until otherwise directed by
the
Board. From time to time the Board may increase the size of the Committee and
appoint additional members thereof, remove members (with or without cause),
appoint new members in substitution therefor, and fill vacancies however caused;
provided,
however,
that at
no time may any person serve on the Committee if that person's membership would
cause the committee not to satisfy the requirements of Rule 16b-3.
(c) A
majority of the Committee shall constitute a quorum, and the acts of the members
of the Committee who are present at any meeting thereof at which a quorum is
present, or acts unanimously approved by the members of the Committee in
writing, shall be the acts of the Committee.
(d) Any
reference herein to the Board shall, where appropriate, encompass a Committee
appointed to administer the Plan in accordance with this Section 4.
4.2Power
of the Board or the Committee
(a) Subject
to the provisions of the Plan, the Board shall have the authority, in its
discretion: (i) to grant Options or Incentive Awards to Participants; (ii)
to
determine, upon review of relevant information and in accordance with Section
2.16 of the Plan, the Fair Market Value of the Common stock; (iii) to determine
the exercise price per share of Options to be granted, which exercise price
shall be determined in accordance with Section 7.14 of the Plan; (iv) to
determine the number of Common Shares to be represented by each Option or
Incentive Award; (v) to determine the Participants to whom, and the time or
times at which, Options and Incentive Awards shall be granted; (vi) to interpret
the Plan; (vii) to prescribe, amend and rescind rules and regulations relating
to the Plan; (viii) to determine the terms and provisions of each Option and
Incentive Award granted (which need not be identical) and, with the consent
of
the grantee thereof, modify or amend such Option or Incentive Award; (ix) to
accelerate or defer (with the consent of the grantee) the exercise date of
any
Option or Incentive Award; (x) to authorize any person to execute on behalf
of
the Corporation any instrument required to effectuate the grant of an Option
or
Incentive Award previously granted by the Board; (xi) to accept or reject the
election made by a grantee pursuant to Section 7.5 of the Plan; and (xii) to
make all other determinations deemed necessary or advisable for the
administration of the Plan.
32
(b) The
Board
or a Committee may delegate to an officer of the Corporation the authority
to
make decisions pursuant to this Plan, provided that no such delegation may
be
made that would cause any award or other transaction under the Plan to cease
to
be exempt from Section 16(b) of the Exchange Act. A Committee may authorize
any
one or more of its members or any officer of the Corporation to execute and
deliver documents on behalf of the Committee.
4.3Effect
of Board or Committee Decisions.
All
decisions and determinations and the interpretation and construction by the
Board or a Committee of any provision of this Plan or any agreement,
notification or document evidencing the grant of Options, Restricted Shares,
Deferred Shares, Performance Shares or Performance Units, and any determination
by the Board or a Committee pursuant to any provision of this plan or any such
agreement, notification or document, shall be final, binding and conclusive
with
respect to all grantees and any other holders of any Option or Incentive Award
granted under the Plan. No member of the Board or a Committee shall be liable
for any such action taken or determination made in good faith.
5.Eligibility.
Consistent
with the Plan's purposes, Options and Incentive Awards may be granted only
to
such Directors, Officers, Employees, Consultants and Advisors of the Corporation
as determined by the Board. Subject to the terms of the Plan, an Employee,
Officer, Director, Consultant or Advisor who has been granted an Option or
Incentive Award may, if he is otherwise eligible, be granted an additional
Option or Incentive Award.
The
Plan
shall take effect on November 3, 2006 (the "Effective Date"). The Plan shall
terminate on November 3, 2016 (the "Termination Date"); accordingly, no
Incentive Award or Option under this Plan may be granted after the Termination
Date but the term of an award may extend beyond the Plan Termination
Date.
7.Stock
Options.
The
Board
or the Committee may from time to time authorize grants to Participants of
Options to purchase Common Shares upon such terms and conditions as the Board
or
the Committee may determine in accordance with the following
provisions:
7.1Options
to be Granted; Terms.
(a) Options
granted pursuant to this Section 7 may be Non-qualified Stock Options or
Tax-Qualified Options or combinations thereof. The Board or the Committee shall
determine the specific terms of Options.
33
(b) Each
grant shall specify the period or periods of continuous employment, or
continuous engagement of the consulting or advisory services, of the Optionee
by
the Corporation or any Subsidiary that are necessary before the Options or
installments thereof shall become exercisable.
(c) Any
grant
of a Non-qualified Stock Option may provide for the payment to the Optionee
of
dividend equivalent thereon in cash or Common Shares on a current, deferred
or
contingent basis, or the Board or the Committee may provide that any dividend
equivalents shall be credited against the Option Price.
7.2Number
of Shares Subject to Options.
Each
grant shall specify the number of Common Shares to which it pertains. Successive
grants may be made to the same Optionee regardless of whether any Options
previously granted to the Optionee remain unexercised.
7.3Term
of Option; Earlier Termination.
Subject
to the further provisions of this Section 7, unless otherwise provided in the
Option Agreement, the term (the "Option Term") of each Option shall be five
(5)
years from the Date of Grant.
7.4Exercise
Price.
(a) Each
grant shall specify an Option Price per Common Share for the Common Share to
be
issued pursuant to exercise of an Option, which shall be determined by the
Board
or the Committee. Unless otherwise determined by the Board an Incentive Stock
Option shall be no less than one hundred percent (100%) of the Fair Market
Value
per share on the Date of Grant, and in the case of a Non-qualified Stock Option
shall be no less than seventy-five percent (75%) of the Fair Market Value per
share on the Date of Grant.
(b) With
respect to Incentive Stock Options, the aggregate Fair Market Value (determined
as of the respective Date or Dates of Grant) of the Common Shares for which
one
or more options granted to any Optionee under this Plan may for the first time
become exercisable as Incentive Stock Options under the federal tax laws during
any one calendar year (under all employee benefit plans of the Corporation)
shall not exceed $100,000. To the extent that the Optionee holds two or more
such options which become exercisable for the first time in the same calendar
year, the foregoing limitation on the exercisability of such options as
Incentive Stock Options under the deferral tax laws shall be applied on the
basis of the order in which such options are granted. Should the number of
Common Shares for which any Incentive Stock Option first becomes exercisable
in
any calendar year exceed the applicable $100,000 limitation, then that Option
may nevertheless be exercised in such calendar year for the excess number of
Shares as a Non-qualified Stock Option under the federal tax laws.
7.5Payment
for Shares.
The
price of an exercised Option and any taxes attributable to the delivery of
Common Stock under the Plan, or portion thereof, shall be paid as
follows:
(a) Each
grant shall specify the form of consideration to be paid in satisfaction of
the
Option Price and the manner of payment of such consideration, which may include
(i) cash in the form of United States currency or check or other cash equivalent
acceptable to the Corporation, (ii) nonforfeitable, unrestricted or restricted
Common Shares, which are already owned by the Optionee and have a market
referenced value at the time of exercise that is equal to the Option Price,
(iii) any other legal consideration that the Board or the Committee may deem
appropriate, including without limitation any form of consideration authorized
pursuant to this Section 7 on such basis as the Board or the Committee may
determine in accordance with this Plan, and (iv) any combination of the
foregoing. The Board (or Committee) in its sole discretion may permit a
so-called "cashless exercise" (net exercise) of the Options.
34
In
the
event of a cashless exercise of the Option the Corporation shall issue the
Option holder the number of Shares determined as follows:
X
= Y
(A-B)/A
where:
X
= the
number of Shares to be issued to the Optionholder.
Y
= the
number of Shares with respect to which the Option is being
exercised.
A
=
the average of the closing sale prices of the Common Stock for the
five
(5) Trading Days immediately prior to (but not including) the Date
of
Exercise.
B
= the
Exercise Price.
(b) Any
grant
of a Non-qualified Stock Option may provide that payment of the Option Price
may
also be made in whole or in part in the form of Restricted Shares or other
Common Shares that are not subject to risk of forfeiture or restrictions on
transfer in the manner determined by the Board. Unless otherwise determined
by
the Board or the Committee on or after the Date of Grant, whenever any Option
Price is paid in whole or in part by means of any of the forms of consideration
specified in this Section 7.5(b), the Common Shares received by the Optionee
upon the exercise of the Non-qualified Stock Option shall be subject to the
same
risks of forfeiture as those that applied to the consideration surrendered
by
the Optionee; provided,
however,
that
such risks of forfeiture shall apply only to the same number of Common Shares
received by the Optionee as applied to the forfeitable Common Shares surrendered
by the Optionee.
(c) Any
grant
may allow for deferred payment of the Option Price through a sale and remittance
procedure by which a Participant shall provide concurrent irrevocable written
instructions to (i) a Corporation-designated brokerage firm to effect the
immediate sale of the purchased Common Shares and remit to the Corporation,
out
of the sale proceeds available on the settlement date, sufficient funds to
cover
the aggregate Option Price payable for the purchased Common Share, and (ii)
the
Corporation to deliver the certificates for the purchased Common Shares directly
to such brokerage firm to complete the sale transaction.
(d) The
Board
or Committee shall determine acceptable methods for tendering Common Stock
as
payment upon exercise of an Option and may impose such limitations and
prohibitions on the use of Common Stock to exercise an Option as it deems
appropriate.
7.6Rights
as a Stockholder.
Until
the issuance (as evidenced by the appropriate entry on the books of the
Corporation or of a duly authorized transfer agent of the Corporation) of the
stock certificate evidencing such Common Shares, no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to
the
Optioned Stock, notwithstanding the exercise of the Option. No adjustment will
be made for a dividend or the right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 11 of the
Plan.
35
7.7Loans
or Installment Payments; Bonuses.
(a) The
Board
or the Committee may, in its discretion, assist any Participant in the exercise
of one or more awards under the plan, including the satisfaction of any federal,
state, local and foreign income and employment tax obligations arising
therefrom, by (i) authorizing the extension of a loan from the Corporation
to
such Participant; or (ii) permitting the participant to pay the exercise price
or purchase price for the purchased shares in installments; or (iii) a guaranty
by the Corporation of a loan obtained by the Optionee from a third party; or
(iv) granting a cash bonus to the Participant to enable the Participant to
pay
federal, state, local and foreign income and employment tax obligations arising
from an award.
(b) Any
loan
or installment method of payment (including the interest rate and terms of
repayment) shall be upon such terms as the Board or the Committee specifies
in
the applicable Incentive Agreement or otherwise deems appropriate under the
circumstances. Loans or installment payments may be authorized with or without
security or collateral. However, the maximum credit available to the Participant
may not exceed the exercise or purchase price of the acquired shares (less
the
par value of such shares) plus any federal, state and local income and
employment tax liability incurred by the Participant in connection with the
acquisition of such shares. The amount of any bonus shall be determined by
the
Board or the Committee in its sole discretion under the
circumstances.
(c) The
Board
or the Committee may, in its absolute discretion, determine that one or more
loans extended under this financial assistance program may be subject to
forgiveness by the Corporation in whole or in part upon such terms and
conditions as the Board or the Committee may deem appropriate; provided,
however,
that the
Board or the Committee shall not forgive that portion of any loan owed to cover
the par value of the Common Shares.
7.8Exercise
of Option.
(a)Procedure
for Exercise.
(i) Any
Option granted hereunder shall be exercisable at such times and under such
conditions as determined by the Board, including performance criteria with
respect to the Corporation and/or the Optionee, and as shall be permissible
under the terms of the Plan. Unless otherwise determined by the Board at the
time of grant, an Option may be exercised in whole or in part. An Option may
not
be exercised for a fraction of a share.
(ii) An
Option
shall be deemed to be exercised when written notice of such exercise has been
given to the Corporation in accordance with the terms of the Option by the
person entitled to exercise the Option and full payment for the Common Shares
with respect to which the Option is exercised has been received by the
Corporation. Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 7.5 of the
Plan.
(iii) Exercise
of an Option in any manner shall result in a decrease in the number of Shares
which thereafter may be available, both for purposes of the Plan and for sale
under the Option, by the number of Common Shares as to which the Option is
exercised.
(b)Termination
of Status as an Employee.
Unless
otherwise provided in an Incentive Agreement, if an Employee's employment by
the
Corporation is terminated, except if such termination is voluntary or occurs
due
to retirement with the consent of the Board or due to death or disability,
then
the Option, to the extent not exercised, shall terminate on the date on which
the Employee's employment by the Corporation is terminated. If an Employee's
termination is voluntary or occurs due to retirement with the consent of the
Board, then the Employee may after the date such Employee ceases to be an
employee of the Corporation, exercise his Option at any time within three (3)
months after the date he ceases to be an Employee of the Corporation, but only
to the extent that he was entitled to exercise it on the date of such
termination. To the extent that he was not entitled to exercise the Option
at
the date of such termination, or if he does not exercise such Option (which
he
was entitled to exercise) within the time specified herein, the Option shall
terminate. In no event may the period of exercise in the case of Incentive
Stock
Options extend more than three (3) months beyond termination of
employment.
36
(c)Disability.
Unless
otherwise provided in the Incentive Agreement, notwithstanding the provisions
of
Section 7.8(b) above, in the event an Employee is unable to continue his
employment with the Corporation as a result of his permanent and total
disability (as defined in Section 22(e)(3) of the Code), he may exercise his
Option at any time within six (6) months from the date of termination, but
only
to the extent he was entitled to exercise it at the date of such termination.
To
the extent that he was not entitled to exercise the Option at the date of
termination, or if he does not exercise such Option (which he was entitled
to
exercise) within the time specified herein, the Option shall terminate. In
no
event may the period of exercise in the case of an Incentive Stock Option extend
more than six (6) months beyond the date the Employee is unable to continue
employment due to such disability.
(d)Death.
Unless
otherwise provided in the Incentive Agreement, if an Optionee dies during the
term of the Option and is at the time of his death an Employee who shall have
been in continuous status as an Employee since the date of Grant of the Option,
the Option may be exercised at any time within six (6) months following the
date
of death by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent that
an
Optionee was entitled to exercise the Option on the date of death, or if the
Optionee's estate, or person who acquired the right to exercise the Option
by
bequest or inheritance, does not exercise such Option (which he was entitled
to
exercise) within the time specified herein, the Option shall terminate. In
no
event may the period of exercise in the case of an Incentive Stock Option extend
more than six (6) months beyond the date of the Employee's death.
7.9Option
Reissuance.
The
Board or the Committee shall have the authority to effect, at any time and
from
time to time, with the consent of the affected Participant, the cancellation
of
any or all outstanding Options under this Section 7 and grant in substitution
new Options under the Plan covering the same or a different number of Common
Shares but with an exercise price not less than (i) 75% of the Fair Market
Value
per share on the new Date of Grant or (ii) 100% of the Fair Market Value per
share in the case of Incentive Stock Options.
7.10Incentive
Stock Options - Disposition of Shares.
In the
case of an Incentive Stock Option, a Participant who disposes of Common Shares
acquired upon exercise of such Incentive Stock Option by sale or exchange (i)
within two (2) years after the Date of Grant of the Option, or (ii) within
one
(1) year after the exercise of the Option, shall notify the Corporation of
such
disposition and the amount realized upon such disposition.
7.11Incentive
Agreement.
Each
grant shall be evidenced by an agreement, which shall be executed on behalf
of
the Corporation by any officer thereof and delivered to and accepted by the
Optionee and shall contain such terms and provisions as the Board or the
Committee may determine consistent with this Plan.
37
8.Restricted
Shares.
Restricted
Shares are shares of Common Stock which are sold or transferred by the
Corporation to a Participant at a price which may be below their Fair Market
Value, or for no payment, but subject to restrictions on their sale or other
transfer by the Participant. The transfer of Restricted Shares and the transfer
and sale of Restricted Shares shall be subject to the following terms and
conditions:
8.1Number
of Shares.
The
number of Restricted Shares to be transferred or sold by the Corporation to
a
Participant shall be determined by the Board or Committee, if any.
8.2Sale
Price.
The
Board shall determine the prices, if any, at which Restricted Shares shall
be
sold to Participant, which may vary from time to time and among Participants,
and which may be below the Fair Market Value of such shares of Common Stock
on
the date of sale.
8.3Restrictions.
All
Restricted Shares transferred or sold hereunder shall be subject to such
restrictions as the Board may determine, including, without limitation, any
or
all of the following:
(a) a
prohibition against the sale, transfer, pledge or other encumbrance of the
Restricted Shares, such prohibition to lapse at such time or times as the Board
or the Committee shall determine (whether in annual or more frequent
installments, at the time of the death, disability or retirement of the holder
of such Restricted Shares, or otherwise);
(b) a
requirement that the holder of Restricted Shares forfeit or resell back to
the
Corporation, at his cost, all or a part of such Restricted Shares in the event
of termination of his employment during any period in which such Restricted
Shares are subject to restrictions; and
(c) a
prohibition against employment of the holder of such Restricted Shares by any
competitor of the Corporation or a subsidiary of the Corporation, or against
such holder's dissemination of any secret or confidential information belonging
to the Corporation or a subsidiary of the Corporation.
8.4Escrow.
In order
to enforce the restrictions imposed by the Board pursuant to Section 8.3 above,
the Participant receiving Restricted Shares shall enter into an agreement with
the Corporation setting forth the conditions of the grant. Restricted Shares
shall be registered in the name of the Participant and deposited, together
with
a stock power endorsed in blank, with the Corporation.
8.5End
of Restrictions.
Subject
to Section 8.3, at the end of any time period during which the Restricted Shares
are subject to forfeiture and restrictions on transfer, such Restricted Shares
will be delivered, free of all restrictions, to the Participant or to the
Participant's legal representative, beneficiary or heir.
8.6Stockholder.
Subject
to the terms and conditions of the Plan, each Participant receiving Restricted
Shares shall have all the rights of a stockholder with respect to such shares
of
stock during any period which such shares are subject to forfeiture and
restrictions on transfer, including, without limitation, the right to vote
such
shares. Dividends paid in cash or property other than Common Stock with respect
to the Restricted Shares shall be paid to the Participant
currently.
8.7Ownership
of Restricted Shares.
Each
grant or sale shall constitute an immediate transfer of the ownership of the
Restricted Shares to the Participant in consideration of the performance of
services, entitling such Participant to dividend, voting and other ownership
rights, subject to the "substantial risk of forfeiture" and restrictions on
transfer referred to hereinafter.
38
8.8Additional
Consideration.
Each
grant or sale may be made without additional consideration from the Participant
or in consideration of a payment by the Participant that is less than the Fair
Market Value per share on the Date of Grant.
8.9Substantial
Risk of Forfeiture.
(a) Each
grant or sale shall provide that the Restricted Shares covered thereby shall
be
subject to a "substantial risk of forfeiture" within the meaning of Section
83
of the Code for a period to be determined by the Board or the Committee on
the
Date of Grant.
(b) Each
grant or sale shall provide that, during the period for which substantial risk
of forfeiture is to continue, the transferability of the Restricted Shares
shall
be prohibited or restricted in the manner and to the extent prescribed by the
Board or the Committee on the Date or Grant. Such restrictions may include
without limitation rights of repurchase or first refusal in the Corporation
or
provisions subjecting the Restricted Shares to a continuing substantial risk
of
forfeiture in the hands of any transferee.
8.10Dividends.
Any
grant or sale may require that any or all dividends or other distributions
paid
on the Restricted Shares during the period of such restrictions be automatically
sequestered and reinvested on an immediate or deferred basis in additional
Common Shares, which may be subject to the same restrictions as the underlying
award or such other restrictions as the Board of the Committee may
determine.
8.11Additional
Grants.
Successive grants or sales may be made to the same Participant regardless of
whether any Restricted Shares previously granted or sold to a Participant remain
restricted.
9.Deferred
Shares.
The
Board
or the Committee may authorize grants or sales of Deferred Shares to
Participants upon such terms and conditions as the Board or the Committee may
determine in accordance with the following provisions:
9.1Performance
Conditions.
Each
grant or sale shall constitute the agreement by the Corporation to issue or
transfer Common Shares to the Participant in the future in consideration of
the
performance of services, subject to the fulfillment during the Deferral Period
of such conditions as the Board or the Committee may specify.
9.2Additional
Consideration.
Each
grant or sale may be made without additional consideration from the Participant
or in consideration of a payment by the participant that is less than the Fair
Market Value per shares on the Date of Grant.
9.3Deferral
Period.
Each
grant or sale shall provide that the Deferred Shares covered thereby shall
be
subject to a Deferral Period, which shall be fixed by the Board or the Committee
on the Date of Grant.
9.4Ownership
of Shares.
During
the Deferral Period, the Participant shall not have any right to transfer any
rights under the subject award, shall not have any rights of ownership in the
Deferred Shares and shall not have any right to vote the Deferred Shares, but
the Board or the Committee may on or after the Date of Grant authorize the
payment of dividend equivalents on the Deferred Shares in cash or additional
Common Shares on a current, deferred or contingent basis.
39
9.5Additional
Grants.
Successive grants or sales may be made to the same Participant regardless of
whether any Deferred Shares previously granted or sold to a Participant have
vested.
9.6Agreement.
Each
grant or sale shall be evidenced by an agreement, which shall be executed on
behalf of the Corporation by any officer thereof and delivered to and accepted
by the Participant and shall contain such terms and provisions as the Board
or
the Committee may determine consistent with this Plan.
10.Performance
Shares and Performance Units.
The
Board
or the Committee may authorize grants of Performance Shares and Performance
Units, which shall become payable to the Participant upon the achievement of
specified Management Objectives, upon such terms and conditions as the Board
or
the Committee may determine in accordance with the following
provisions:
10.1Number.
Each
grant shall specify the number of Performance Shares or Performance Units to
which it pertains, which may be subject to adjustment to reflect changes in
compensation or other factors.
10.2Performance
Period.
The
Performance Period with respect to each Performance Share or Performance Unit
shall be determined by the Board or the Committee on the Date of
Grant.
10.3Management
Objectives.
(a) Each
grant shall specify the Management Objectives that are to be achieved by the
Participant, which may be described in terms of Corporation-wide objectives
or
objectives that are related to the performance of the individual Participant
or
the Subsidiary, division, department or function within the Corporation or
Subsidiary in which the Participant is employed or with respect to which the
participant provides consulting services.
(b) Each
grant shall specify in respect of the specified Management Objectives a minimum
acceptable level of achievement below which no payment will be made and shall
set forth a formula for determining the amount of any payment to be made if
performance is at or above the minimum acceptable level but falls short of
full
achievement of the specified Management Objectives.
(c) The
Board
or the Committee may adjust Management Objectives and the related minimum
acceptable level of achievement if, in the sole judgment of the Board or the
Committee, events or transactions have occurred after the Date of Grant that
are
unrelated to the performance of the Participant and result in distortion of
the
Management Objectives or the related minimum acceptable level of
achievement.
10.4Payment.
(a) Each
grant shall specify the time and manner of payment of Performance Shares or
Performance Units that shall have been earned, and any grant may specify that
any such amount may be paid by the Corporation in cash, Common Shares or any
combination thereof and may either grant to the Participant or reserve to the
Board or the Committee the right to elect among those alternatives.
40
(b) Any
grant
of Performance Shares may specify that the amount payable with respect thereto
may not exceed a maximum specified by the Board or the Committee on the Date
of
Grant. Any grant of Performance Units may specify that the amount payable,
on
the number of Common Shares issued, with respect thereto may not exceed maximums
specified by the Board or the Committee Shares on the Date of
Grant.
10.5Dividends.
On or
after the Date of Grant of Performance Shares, the Board or the Committee may
provide for the payment to the Participant of dividend equivalents thereon
in
cash or additional Common Shares on a current, deferred or contingent
basis.
10.6Additional
Grants.
Successive grants may be made to the same Participant regardless of whether
any
Performance Shares or Performance Units granted to any Participant have
vested.
10.7Agreement.
Each
grant shall be evidenced by an agreement, which shall be executed on behalf
of
the Corporation by any officer thereof and delivered to and accepted by the
Participant and shall contain such terms and provisions as the Board or the
Committee may determine consistent with this Plan.
11.Adjustments
Upon Changes in Capitalization or Merger.
Subject
to any required action by the stockholders of the Corporation, the number of
shares of Common Stock covered by each outstanding Option or Incentive Award,
and the number of shares of Common Stock which have been authorized for issuance
under the Plan but as to which no Options nor Incentive Awards have yet been
granted or which have been returned to the Plan upon cancellation or expiration
of an Option or Incentive Award, as well as the price per share of Common Stock
covered by each such outstanding Option or Incentive Award, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
increase or decrease in the number of issued shares of Common Stock effected
without receipt of consideration by the Corporation; provided, however, that
conversion of any convertible securities of the Corporation shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by
the
Corporation of shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof,
shall be made with respect to the number or price of shares of Common Stock
subject to an Option or Incentive Award.
In
the
event of the proposed dissolution or liquidation of the Corporation, all Options
and Incentive Awards will terminate immediately prior to the consummation of
such proposed action unless otherwise provided by the Board. The Board may,
in
the exercise of its sole discretion in such instances, declare that any Option
or Incentive Award shall terminate as of a date fixed by the Board and give
each
holder the right to exercise of its sole discretion in such instances, declare
that any Option or Incentive Award shall terminate as of a date fixed by the
Board and give each holder the right to exercise his Option or Incentive Award
as to all or any part thereof, including Shares as to which the Option or
Incentive Award would not otherwise be exercisable. In the event of a proposed
sale of all or substantially all of the assets of the Corporation, or the merger
of the Corporation with or into another corporation, the Option or Incentive
Award shall be assumed or an equivalent Option or Incentive Award shall be
substituted by such successor corporation or a parent or subsidiary of such
successor corporation, unless the Board determines, in the exercise of its
sole
discretion and in lieu of such assumption or substitution, that the holder
shall
have the right to exercise the Option or Incentive Award as to all of the
Shares, including Shares as to which the Option or Incentive Award would not
otherwise be exercisable. If the Board makes an Option or Incentive Award
exercisable in lieu of assumption or substitution in the event of a merger
or
sale of assets, the Board shall notify the holder that the Option or Incentive
Award shall be fully exercisable for a period of sixty (60) days from the date
of such notice (but not later than the expiration of the term of the Option
or
Incentive Award), and the Option or Incentive Award will terminate upon the
expiration of such period.
41
12.Transferability.
Except
to
the extent otherwise expressly provided in an award, the right to acquire Common
Shares or other assets under the Plan may not be assigned, encumbered or
otherwise transferred by a Participant and any attempt by a Participant to
do so
will be null and void. However Option or Incentive Awards granted under this
Plan may be transferred by a Participant by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined
by
the Code or Title I of the Employee Retirement Income Security Act, as amended,
or the rules thereunder. Unless assigned in accordance with the terms of an
award, options and other awards granted under this Plan may not be exercised
during a Participant's lifetime except by the Participant or, in the event
of
the Participant's legal incapacity, by his guardian or legal representative
acting in a fiduciary capacity on behalf of the Participant under state law
and
court supervision.
13.Time
of Granting Incentives.
The
Date
of Grant of an Option or Incentive Award shall, for all purposes, be the date
on
which the Board or Committee makes the determination granting such Option or
Incentive Award. Notice of the determination shall be given to each Participant
to whom an Option or Incentive Award is so granted within a reasonable time
after the date of such grant.
14.Amendment
and Termination of the Plan.
14.1 The
Board
may amend or terminate the Plan from time to time in such respects as the Board
may deem advisable; provided, however, that the following revisions or
amendments shall require approval of the holders of a majority of the
outstanding Shares of the Corporation entitled to vote thereon, to the extent
required by law, rule or regulation:
(a) Any
increase in the number of Shares subject to the Plan, other than in connection
with an adjustment under Section 11 of the Plan;
(b) Any
change in the designation of the persons eligible (or any change in the class
of
Employees eligible, in the case of Incentive Stock Options) to be granted
Options or Incentive Awards involving Shares; or
(c) If
the
Corporation has a class of equity security registered under Section 12 of the
Exchange Act at the time of such revision or amendment, any material increase
in
the benefits accruing to participants under the Plan.
14.2
Notwithstanding the foregoing, stockholder approval under this Section 14 shall
only be required at such time as (A) any rules of the National Association
of
Securities Dealers' Automated Quotation System-National Market System shall
require stockholder approval of a plan or arrangement pursuant to which Common
Stock may be acquired by officers or directors of the Corporation, and/or (B)
any rule or regulation promulgated by the Securities and Exchange Commission,
or
(C) if Section 422 of the Code shall require shareholder approval of an
amendment to the Plan.
42
14.3 Any
such
amendment or termination of the Plan shall not affect Options already granted
and such Options shall remain in full force and effect as if this Plan had
not
been amended or terminated, unless mutually agreed otherwise between the
Optionee and the Board, which agreement must be in writing and signed by the
Optionee and the Corporation.
14.4 Notwithstanding
the foregoing, this Plan shall terminate upon the earlier
of (i)
the Termination Date or such earlier date as the Board shall determine, or
(ii)
the date on which all awards available for issuance in the last year of the
Plan
shall have been issued or canceled. Upon termination of the Plan, no further
awards may be granted, but all grants outstanding on such date shall thereafter
continue to have force and effect in accordance with the provisions of the
agreements evidencing such grants.
15.Withholding
Taxes.
The
Corporation is authorized to withhold income taxes as required under applicable
laws or regulations. To the extent that the Corporation is required to withhold
federal, state, local or foreign taxes in connection with any payment made
or
benefit realized by a Participant or other person under this Plan, and the
amounts available to the Corporation for the withholding are insufficient,
it
shall be a condition to the receipt of any such payment or the realization
of
any such benefit that the Participant or such other person make arrangements
satisfactory to the Corporation for payment of the balance of any taxes required
to be withheld. At the discretion of the Board or the Committee, any such
arrangements may without limitation include relinquishment of a portion of
any
such payment or benefit or the surrender of outstanding Common Shares. The
Corporation and any Participant or such other person may also make similar
arrangements with respect to the payment of any taxes with respect to which
withholding is not required.
16.Corporate
Transaction or Change of Control.
The
Board
or the Committee shall have the right in its sole discretion to include with
respect to any award granted to a Participant hereunder provisions accelerating
the benefits of the award in the event of a Corporate Transaction or Change
of
Control, which acceleration rights may be granted in connection with an award
pursuant to the agreement evidencing the same or at any time after an award
has
been granted to a Participant.
17.Miscellaneous
Provisions.
17.1Plan
Expense.
Any
expenses of administering this Plan shall be borne by the
Corporation.
17.2Construction
of Plan.
The
place of administration of the Plan shall be in the State of Delaware, and
the
validity, construction, interpretation, administration and effect of the Plan
and of its rules and regulations, and rights relating to the Plan, shall be
determined in accordance with the laws of the State of Delaware without regard
to conflict of law principles and, where applicable, in accordance with the
Code.
43
17.3Other
Compensation.
The
Board or the Committee may condition the grant of any award or combination
of
awards authorized under this Plan on the surrender or deferral by the
Participant of his or her right to receive a cash bonus or other compensation
otherwise payable by the Corporation or a Subsidiary to the
Participant.
17.4Continuation
of Employment or Services.
This
Plan shall not confer upon any Participant any right with respect to continuance
of employment or other service with the Corporation or any Subsidiary and shall
not interfere in any way with any right that the Corporation or any Subsidiary
would otherwise have to terminate any Participant's employment or other service
at any time. Nothing contained in the Plan shall prevent the Corporation or
any
Subsidiary from adopting other or additional compensation arrangements for
its
employees.
17.5Tax-Qualified
Options.
To the
extent that any provision of this Plan would prevent any Option that was
intended to qualify as a Tax-Qualified Option from so qualifying, any such
provision shall be null and void with respect to any such Option; provided,
however,
that any
such provision shall remain in effect with respect to other Options, and there
shall be no further effect on any provision of this Plan.
17.6Certain
Terminations of Employment or Consulting Services, Hardship and Approved Leaves
of Absence.
Notwithstanding any other provision of this Plan to the contrary, in the event
of termination of employment or consulting services by reason of death,
disability, normal retirement, early retirement with the consent of the
Corporation, termination of employment or consulting services to enter public
or
military service with the consent of the Corporation or leave of absence
approved by the Corporation, or in the event of hardship or other special
circumstances, of a Participant who holds an Option that is not immediately
and
fully exercisable, any Restricted Shares as to which the substantial risk of
forfeiture or the prohibition or restriction on transfer has not lapsed, any
Performance Shares or Performance Units that have not been fully earned, or
any
Common Shares that are subject to any transfer restriction pursuant to Section
8
of this Plan, the Board or the Committee may take any action that it deems
to be
equitable under the circumstances or in the best interest of the Corporation,
including without limitation waiving or modifying any limitation or requirement
with respect to any award under this Plan.
17.7Binding
Effect.
The
provisions of the Plan shall inure to the benefit of, and be binding upon,
the
Corporation and its successors or assigns, and the Participants, their legal
representatives, their heirs or legacees and their permitted
assignees.
17.8Exchange
Act Compliance.
With
respect to persons subject to Section 16 of the Exchange Act, transactions
under
this Plan are intended to comply with all applicable conditions of Rule 16b-3
or
its successors under the Exchange Act. To the extent any provisions of the
Plan
or action by the Board or the Committee fails to so comply, they shall be deemed
null and void, to the extent permitted by law and deemed advisable by the Board
or the Committee.
17.9Conditions
upon Issuance of Shares.
(a) Shares
shall not be issued pursuant to the exercise of an Option or Incentive Award
unless the exercise of such Option or Incentive Award and the issuance and
delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933,
as
amended, the Exchange Act, the rules and regulations promulgated thereunder,
and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further subject to the approval of counsel for the Corporation
with
respect to such compliance.
44
(b) As
a
condition to the exercise of an Option or Incentive Award, the Corporation
may
require the person exercising such Option or Incentive Award to represent and
warrant at the time of any such exercise that the Shares are being purchased
or
otherwise acquired only for investment and without any present intention to
sell
or distribute such Shares if, in the opinion of counsel for the Corporation
such
a representation is required by any of the aforementioned relevant provisions
of
law.
(c) Inability
of the Corporation to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Corporation's counsel to be
necessary to the lawful issuance and sale of any Share hereunder, shall relieve
the Corporation of any liability in respect of the failure to issue or sell
such
Shares as to which such requisite authority shall not have been
obtained.
17.10Fractional
Shares.
The
Corporation shall not be required to issue any fractional Common Shares pursuant
to this Plan. The Board or the Committee may provide for the elimination of
fractions or for the settlement thereof in cash.
17.11Reservation
of Shares.
The
Corporation will at all times reserve and keep available such number of Shares
as shall be sufficient to satisfy the requirements of the Plan.
17.12Indemnification.
In
addition to such other rights of indemnification as they may have as members
of
the Board, the members of the Board and of the Committee shall be indemnified
by
the Corporation against all costs and expenses reasonably incurred by them
in
connection with any action, suit or proceeding to which they or any of them
may
be party by reason of any action taken or failure to act under or in connection
with the Plan or any Option or Incentive Award, and against all amounts paid
by
them in settlement thereof (provided such settlement is approved by independent
legal counsel selected by the Corporation) or paid by them in satisfaction
of a
judgment in any such action, suit or proceeding, except a judgment based upon
a
finding of bad faith; provided that upon the institution of any such action,
suit or proceeding a Board member or Committee member shall, in writing, give
the Corporation notice thereof and an opportunity, at its own expense, to handle
and defend the same before such Board member or Committee member undertakes
to
handle and defend it on his own behalf.
17.13Gender.
For
purposes of this Plan, words used in the masculine gender shall include the
feminine and neuter, and the singular shall include the plural and vice versa,
as appropriate.
17.14Use
of Proceeds.
Any cash
proceeds received by the Corporation from the sale of Common Shares under the
Plan shall be used for general corporate purposes.
17.15Regulatory
Approvals.
(a) The
implementation of the Plan, the granting of any awards under the Plan and the
issuance of any Common Shares shall be subject to the Corporation's procurement
of all approvals and permits required by regulatory authorities having
jurisdiction over the Plan, the awards granted under it and the Common Shares
issued pursuant to it.
(b) No
Common
Shares or other assets shall be issued or delivered under this Plan unless
and
until there shall have been compliance with all applicable requirements of
federal and state securities laws, including the filing and effectiveness of
the
Form S-8 registration statement for the Common Shares issuable under the Plan,
and all applicable listing requirements of any securities exchange on which
the
Common Shares are then listed for trading.
45
17.16Other
Tax Matters.
Reference herein to the Code and any described tax consequences related to
the
Plan or the granting or exercise of an award hereunder pertain only to those
persons (including the Corporation) subject to the tax laws of the United States
of America or any state or territory thereof and include all amendments to
the
Code enacted hereafter.
46
[Proxy
Card]
CDoor
Corp.
This
Proxy Is Solicited On Behalf Of The Board Of Directors
I
have
received the Notice of the Annual Meeting of Shareholders to be held on December7, 2006 (the "Annual Meeting"), and a Proxy Statement furnished by the Board
of
Directors of CDoor Corp. (the "Corporation") for the Annual Meeting. I appoint
Mr. Ka Yu as a proxy with power of substitution in each, to represent me and
to
vote all the shares of common stock of the Corporation that I am entitled to
vote at the Annual Meeting on December 7, 2006 in the manner shown on this
form
as to the following matters and in their discretion on any other matters that
come before the meeting.
To
approve an amendment to the Certificate of Incorporation to effectuate
an
increase in the authorized shares of the Common Stock of the Corporation
from 50,000,000 to 250,000,000.
To
authorize the Board of Directors to effect a forward stock split
of
twenty-for-one (the “Forward Stock Split”) of the Corporation’s issued
outstanding common stock, depending upon a determination by the Board
of
Directors that a Forward Stock Split is in the best interests of
the
Corporation and its shareholders.
To
approve an amendment to the Corporation’s bylaws, Article IV, Section 5,
to permit actions taken without a meeting by written consent to be
signed
by the holders of a majority of all outstanding shares instead of
holders
of all outstanding shares.
To
approve the election of three (3) directors to serve as directors
of the
Corporation until the next Annual Meeting of the Corporation’s
shareholders or until their successor has been elected and
qualified.
WITH
[
] WITHOUT THE AUTHORITY
TO VOTE FOR THE NOMINEES
LISTED BELOW [ ]
(INSTRUCTIONS:
TO WITHHOLD AUTHORITY FOR A NOMINEE, LINE THROUGH, OR OTHERWISE STRIKE OUT,
THE
NAME BELOW.)
To
appoint Schumacher & Associates, Inc., Certified Public Accountants,
as the Corporation’s Independent Registered Public Accountants for the
fiscal year ending December 31, 2006.
To
approve the 2006 Stock Option and Incentive Plan for key personnel
of the
Corporation.
FOR
[
] AGAINST
[
]
ABSTAIN
[ ]
9.
In
the discretion of the proxies named herein, the proxies are authorized
to
vote upon other matters as are properly brought before the Annual
Meeting.
THE
PROXY HOLDERS CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
IF
THIS PROXY IS SIGNED AND RETURNED, IT WILL BE VOTED IN ACCORDANCE WITH YOUR
INSTRUCTIONS. YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES ABOVE, BUT IF YOU DO NOT SPECIFY HOW THE PROXY SHOULD BE
VOTED, IT WILL BE VOTED "FOR" ALL PROPOSALS.
48
I
hereby
revoke any proxy or proxies previously given to represent or vote the shares
of
common stock of the Corporation that I am entitled to vote, and I ratify and
confirm all actions that the proxies, their substitutes, or any of them, may
lawfully take in accordance with the terms of this proxy card.
Please
sign this proxy as your name(s) appear on your Certificate(s). Joint owners
should both sign. If signed as attorney, executor, guardian, trustee or in
some
other representative capacity, or as officer of a corporation, please indicate
your capacity or title.
Please
complete, date and sign this proxy and return it promptly in the enclosed
envelope, which requires no postage if mailed in the United
States.
49
Dates Referenced Herein and Documents Incorporated by Reference
