Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Newsmax Media, Inc. Form SB-2 67 330K
2: EX-3.1 Articles of Incorporation of the Registrant 7 33K
3: EX-3.2 Bylaws of the Registrant 13 50K
4: EX-4.1 Specimen Common Stock Certificate 1 7K
5: EX-10.1 1999 Stock Plan 13 57K
6: EX-10.2 Commercial Lease Agreement Dated May 1, 2001 16 67K
7: EX-10.3 Commercial Lease Agreement Dated 9-17-1999 22 75K
8: EX-10.4 Addendum Dated 10-1-2000 to Commercial Lease Agmt 22 82K
9: EX-10.5 Executive Employment Agreement Christopher Ruddy 9 40K
10: EX-10.6 Executive Employment Agreement Bruce R. Lonic, Jr. 9 41K
11: EX-10.7 Executive Employment Agreement Kevin Timpy 9 40K
12: EX-23.1 Consent of Daszkal Bolton LLP C.P.A. 1 5K
Exhibit 10.1
NEWSMAX.COM, INC.
1999 STOCK PLAN
TABLE OF CONTENTS
Page
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SECTION 1. PURPOSE ....................................................1
SECTION 2. DEFINITIONS .................................................1
(a) "Board of Directors" ......................................1
(b) "Code" ....................................................1
(c) "Committee" ...............................................1
(d) "Company" .................................................1
(e) "Disability" ..............................................1
(f) "Employee" ................................................1
(g) "Exercise Price" ..........................................1
(h) "Fair Market Value" .......................................1
(i) "ISO" .....................................................2
(j) "Nonstatutory Option" .....................................2
(k) "Option" ..................................................2
(l) "Optionee" ................................................2
(m) "Plan" ....................................................2
(n) "Purchaser" ...............................................2
(o) "Service" .................................................2
(p) "Share" ...................................................2
(q) "Stock" ...................................................2
(r) "Stock Option Agreement" ..................................2
(s) "Stock Purchase Right" ....................................2
(t) "Subsidiary" ..............................................2
SECTION 3. ADMINISTRATION ..............................................3
(a) Committee Membership ......................................3
(b) Committee Procedures ......................................3
(c) Committee Responsibilities ................................3
SECTION 4. ELIGIBILITY .................................................4
(a) General Rule ..............................................4
(b) Ten-Percent Shareholders ..................................4
(c) Attribution Rules .........................................4
(d) Outstanding Stock .........................................4
SECTION 5. STOCK SUBJECT TO PLAN .......................................4
SECTION 6. TERMS AND CONDITIONS OF OPTIONS .............................5
(a) Stock Option Agreement ....................................5
(b) Number of Shares ..........................................5
(c) Exercise Price ............................................5
(d) Withholding Taxes .........................................5
(e) Exercisability ............................................5
(f) Term ......................................................5
(g) Nontransferability ........................................6
(h) Exercise of Options on Termination of Service .............6
(i) No Rights as a Shareholder ................................6
(j) Modification, Extension and Assumption of Options .........6
(k) Restrictions on Transfer of Shares ........................6
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SECTION 7. STOCK PURCHASE RIGHTS .......................................6
(a) Rights to Purchase Restricted Stock .......................6
(b) Repurchase Options ........................................6
(c) Restrictions on Transfer of Shares ........................7
(d) Other Provisions ..........................................7
(e) No Rights as a Shareholder ................................7
SECTION 8. PAYMENT FOR SHARES ..........................................7
(a) General Rule ..............................................7
(b) Surrender of Stock ........................................7
(c) Promissory Notes ..........................................7
(d) Cashless Exercise .........................................7
SECTION 9. RECAPITALIZATIONS, MERGERS AND ASSETS SALES .................8
(a) Changes in Capitalization .................................8
(b) Dissolution or Liquidations ...............................8
(c) Mergers or Asset Sale .....................................8
SECTION 10. LEGAL REQUIREMENTS ..........................................9
SECTION 11. NO EMPLOYMENT RIGHTS ........................................9
SECTION 12. DURATION AND AMENDMENTS .....................................9
(a) Term of the Plan ..........................................9
(b) Right to Amend or Terminate the Plan ......................9
(c) Effect of Amendment or Termination .......................10
SECTION 13. EXECUTION ..................................................10
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NEWSMAX.COM, INC.
1999 STOCK PLAN
SECTION 1. PURPOSE.
The purpose of the Plan is to offer selected employees, directors and
consultants an opportunity to acquire a proprietary interest in the success of
the Company, to encourage such selected persons to remain in the employ of the
Company, and to attract new employees by purchasing Shares of the Company's
common stock. The Plan provides for the grant of Options to purchase Shares.
Options granted under the Plan may include Nonstatutory Stock Options as well as
Incentive Stock Options intended to qualify under section 422 of the Internal
Revenue Code. Stock Purchase Rights may also be granted under the Plan.
SECTION 2. DEFINITIONS.
(a) "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company, as constituted from time to time.
(b) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(c) "COMMITTEE" shall mean a committee of the Board of Directors which
is authorized to administer the Plan under Section 3. The Committee shall have
membership composition which enables the Plan to qualify under Rule 16b-3 with
regard to the grant of Options to persons who are subject to Section 16 of the
Securities Exchange Act of 1934.
(d) "COMPANY" shall mean NewsMax.Com, Inc., a Nevada corporation.
(e) "DISABILITY" shall mean that an Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment.
(f) "EMPLOYEE" shall any individual who is a common-law employee of the
Company or of a Subsidiary, or a member of the Board of Directors. In addition,
service as a member of the Board of Directors or as a consultant shall be
considered employment for all purposes of the Plan except the second sentence of
Section 4(a).
(g) "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.
(h) "FAIR MARKET VALUE" shall mean the value of a Share determined as
follows:
(i) If the Stock is listed on any established stock exchange
or a national market system including without limitation the National Market
System of the National Association of Securities Dealers, Inc. Automated
Quotation ("Nasdaq") System, its Fair Market Value shall be the closing sales
price for such stock (or the closing bid, if no sales were reported,
as quoted on such system or exchange for the last market trading day prior to
the time of determination) as reported in the Wall Street Journal or such other
source as the Administrator deems reliable;
(ii) If the Stock is quoted on the Nasdaq System (but not on
the Nasdaq National Market)or regularly quoted through the NASD OTC Bulletin
Board, its Fair Market Value shall be the mean between the high and low asked
prices for the Stock; or
(iii) In the absence of an established market for the Stock,
the Fair Market Value thereof shall be determined in good faith by the Board of
Directors or a designated committee of the Board of Directors.
(i) "ISO" shall mean an employee incentive stock option described in
Code section 422(b).
(j) "NONSTATUTORY OPTION" shall mean an employee stock option that is
not an ISO.
(k) "OPTION" shall mean an ISO or Nonstatutory Option granted under the
Plan and entitling the holder to purchase Shares.
(l) "OPTIONEE" shall mean an individual who holds an Option.
(m) "PLAN" shall mean the Company's 1999 Stock Plan.
(n) "PURCHASER" shall mean an individual who holds a Stock Purchaser
Right.
(o) "SERVICE" shall mean service as an Employee.
(p) "SHARE" shall mean one share of Stock, as adjusted in accordance
with Section 9 (if applicable).
(q) "STOCK" shall mean the common stock of the Company.
(r) "STOCK PURCHASE RIGHT" shall mean the right granted to a Purchaser
to acquire common stock of the Company as provided in Section 7 herein.
(s) "STOCK OPTION AGREEMENT" shall mean the agreement between the
Company and an Optionee which contains the terms, conditions and restrictions
pertaining to his or her Option.
(t) "SUBSIDIARY" shall mean any corporation, of which the Company
and/or one or more other Subsidiaries own not less than 50 percent of the total
combined voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on a date after the adoption
of the Plan shall be considered a Subsidiary commencing as of such date.
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SECTION 3. ADMINISTRATION
(a) COMMITTEE MEMBERSHIP. The Plan shall be administered by the
Committee, which shall consist of members of the Board of Directors. The members
of the Committee shall be appointed by the Board of Directors. If no Committee
has been appointed, the entire Board of Directors shall constitute the
Committee.
(b) COMMITTEE PROCEDURES. The Board of Directors shall designate one of
the members of the Committee as chairperson. The Committee may hold meetings at
such times and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by all Committee members, shall be valid acts of the
Committee.
(c) COMMITTEE RESPONSIBILITIES. Subject to the provisions of the Plan,
the Committee shall have full authority and discretion to take the following
actions:
(i) To interpret the Plan and to apply its provisions;
(ii) To adopt, amend or rescind rules, procedures and
forms relating to the Plan;
(iii) To authorize any person to execute, on behalf of the
Company, any instrument required to carry out the
purposes of the Plan;
(iv) To determine when Options or Stock Purchase Rights
are to be granted under the Plan;
(v) To select the Optionees or Purchasers;
(vi) To determine the number of Shares to be made subject
to each Option or Stock Purchase Right, and each
Share's Fair Market Value at the time of grant;
(vii) To prescribe the terms and conditions of each Option
and Stock Option Agreement, including (without
limitation) the Exercise Price, vesting and whether
such Option is to be classified as an ISO or as a
Nonstatutory Option;
(viii) To prescribe the terms and conditions of each Stock
Purchase Right, including (without limitation) the
purchase price per Share, vesting and to specify the
provisions of the stock purchase agreement relating
to such Stock Purchase Right;
(ix) To amend or terminate any outstanding Stock Option
Agreement;
(x) To determine the disposition of an Option in the
event of an Optionee's divorce or dissolution of
marriage;
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(xi) To correct any defect, supply any omission, or
reconcile any inconsistency in the Plan and any
Option;
(xii) To prescribe the consideration for the grant of each
Option under the Plan and to determine the
sufficiency of such consideration; and
(xiii) To take any other actions deemed necessary or
advisable for the administration of the Plan.
All decisions, interpretations and other actions of the Committee shall
be final and binding. No member of the Committee shall be liable for any action
that he or she has taken or has failed to take in good faith with respect to the
Plan, any Option or any Stock Purchase Right.
SECTION 4. ELIGIBILITY.
(a) GENERAL RULE. Only Employees, as defined in Section 2(f), shall be
eligible for designation as Optionees or Purchasers by the Committee. In
addition, only individuals who are employed as common-law employees by the
Company or a Subsidiary shall be eligible for the grant of ISOs
(b) TEN-PERCENT SHAREHOLDERS. An Employee who owns more than 10 percent
of the total combined voting power of all classes of outstanding stock of the
Company or any of its Subsidiaries shall not be eligible for designation as an
Optionee unless (i) the Exercise Price for an ISO (and a NSO to the extent
required by applicable law) is at least 110 percent of the Fair Market Value of
a Share on the date of grant, and (ii) in the case of an ISO, such ISO by its
terms is not exercisable after the expiration of five years from the date of
grant.
(c) ATTRIBUTION RULES. For purposes of Subsection (b) above, in
determining stock ownership, an Employee shall be deemed to own the stock owned,
directly or indirectly, by or for his brothers, sisters, spouse, ancestors and
lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be deemed to be owned
proportionately by or for its shareholders, partners or beneficiaries. Stock
with respect to which such Employee holds an option shall not be counted.
(d) OUTSTANDING STOCK. For purposes of Subsection (b) above,
"outstanding stock" shall include all stock actually issued and outstanding
immediately after the grant. "Outstanding stock" shall not include Shares
authorized for issuance under outstanding options held by the Employee or by any
other person.
SECTION 5. STOCK SUBJECT TO PLAN.
Subject to the provisions of Section 9 of the Plan, the maximum
aggregate number of shares which may be optioned and/or sold under the Plan is
2,000,000 Shares of Stock. The Shares may be authorized, but unissued, or
reacquired Stock. If an Option or Stock Purchase Right should expire or become
unexercisable for any reason without having been exercised in full, the
unpurchased Shares which were subject thereto shall, unless the Plan shall have
been terminated, become available for future grant under the Plan. The Company,
during the term of
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this Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.
SECTION 6. TERMS AND CONDITIONS OF OPTIONS.
(a) STOCK OPTION AGREEMENT. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms and conditions of
the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Committee deems appropriate for
inclusion in a Stock Option Agreement. The provisions of the various Stock
Option Agreements entered into under the Plan need not be identical.
(b) NUMBER OF SHARES. Each Stock Option Agreement shall specify the
number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 9. The Stock Option
Agreement shall also specify whether the Option is an ISO or a Nonstatutory
Option.
(c) EXERCISE PRICE. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than one hundred
percent (100%) of the Fair Market Value of a Share on the date of grant. The
Exercise Price of a Nonstatutory Option shall not be less than any percentage of
value or amount required by statute or regulation. Subject to the preceding two
sentences, the Exercise Price under any Option shall be determined by the
Committee in its sole discretion. The Exercise Price shall be payable in a form
described in Section 8.
(d) WITHHOLDING TAXES. As a condition to the exercise of an Option, the
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such exercise. The Optionee shall also make
such arrangements as the Committee may require for the satisfaction of any
federal, state, local or foreign withholding tax obligations that may arise in
connection with the disposition of Shares acquired by exercising an Option.
(e) EXERCISABILITY. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. To the
extent required by applicable law, an Option shall become exercisable no less
rapidly than the rate of 20% per year for each of the first five years from the
date of grant. Subject to the preceding sentence, the exercisability of any
Option shall be determined by the Committee in its sole discretion.
(f) TERM. The Stock Option Agreement shall specify the term of the
Option. The term shall not exceed ten (10) years from the date of grant, except
as otherwise provided in Section 4(b). Subject to the preceding sentence, the
Committee at its sole discretion shall determine when an Option is to expire.
(g) NONTRANSFERABILITY. No Option shall be transferable by the Optionee
other than by will or by the laws of descent and distribution. An Option may be
exercised during the lifetime of the Optionee only by him or by his guardian or
legal representative. No Option or interest therein may be transferred,
assigned, pledged or hypothecated by the Optionee during his
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lifetime, whether by operation of law or otherwise, or be made subject to
execution, attachment or similar process.
(h) EXERCISE OF OPTIONS ON TERMINATION OF SERVICE. Each Option shall
set forth the extent to which the Optionee shall have the right to exercise the
Option following termination of the Optionee's service with the Company and its
Subsidiaries. Such provisions shall be determined in the sole discretion of the
Committee, need not be uniform among all Options issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination of employment.
Notwithstanding the foregoing, and to the extent required by applicable law,
each Option shall provide that the Optionee shall have the right to exercise the
vested portion of any Option held at termination for at least 30 days following
termination of service with the Company, and that the Optionee (or his executor
or administrator, as the case may be) shall have the right to exercise the
Option for at least twelve months if the Optionee's service terminates due to
death or Disability.
(i) NO RIGHTS AS A SHAREHOLDER. An Optionee, or a transferee of an
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by an Option until the date of the issuance of a stock certificate for
such Shares.
(j) Modification, Extension and Assumption of Options. Within the
limitations of the Plan, the Committee may modify, extend or assume outstanding
Options or may accept the cancellation of outstanding Options (whether granted
by the Company or another issuer) in return for the grant of new Options for the
same or a different number of Shares and at the same or a different Exercise
Price or for other consideration.
(k) RESTRICTIONS ON TRANSFER OF SHARES. Any Shares issued upon exercise
of an Option may be subject to such rights of repurchase, rights of first
refusal and other transfer restrictions as the Committee may determine. Such
restrictions shall be set forth in the applicable Stock Option Agreement and
shall apply in addition to any restrictions that may apply to holders of Shares
generally.
SECTION 7. STOCK PURCHASE RIGHTS.
(a) RIGHTS TO PURCHASE RESTRICTED STOCK. Stock Purchase Rights may be
issued either alone, in addition to, or in tandem with other awards granted
under the Plan and/or cash awards made outside of the Plan. After the Committee
determines that it will offer Stock Purchase Rights under the Plan, it shall
advise the offeree in writing of the terms, conditions and restrictions related
to the offer, including the number of Shares that such person shall be entitled
to purchase, the price to be paid, and the time within which such person must
accept such offer, which shall in no event exceed sixty (60) days from the date
of grant of the Stock Purchase Right. The offer shall be accepted by execution
of a stock purchase agreement in the form determined by the Committee.
(b) REPURCHASE OPTION. Unless the Committee determines otherwise, the
stock purchase agreement shall grant the Company a repurchase option exercisable
upon the voluntary or involuntary termination of the Purchaser's employment with
the Company (including death or disability). The purchase price for Shares
repurchased pursuant to the stock purchase agreement
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shall be the original price paid by the Purchaser and may be paid by
cancellation of any indebtedness of the Purchaser to the Company. The repurchase
option with respect to the Shares purchased pursuant to a Stock Purchase Right
shall lapse at such rate as the Committee may determine, but in no event as to
less than 20% of the total shares granted annually.
(c) RESTRICTIONS ON TRANSFER OF SHARES. Any Shares issued upon exercise
of a Stock Purchase Right may be subject to such rights of first refusal and
other transfer restrictions as the Committee may determine. Such restrictions
shall be set forth in the applicable stock purchase agreement and shall apply in
addition to any restrictions that may apply to holders of Shares generally.
(d) OTHER PROVISIONS. The stock purchase agreement may also contain
such other terms, provisions and conditions not inconsistent with the Plan as
may be determined by the Committee in its sole discretion. In addition, the
provisions of stock purchase agreements need not be the same with respect to
each Purchaser.
(e) NO RIGHTS AS A SHAREHOLDER. Once the Stock Purchase Right is
exercised, the Purchaser shall have the rights equivalent to those of a
shareholder, and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase. Right is exercised, except as provided in Section 9
of the Plan.
SECTION 8. PAYMENT FOR SHARES.
(a) GENERAL RULE. The entire Exercise Price of Shares optioned under
the Plan shall be payable in lawful money of the United States of America at the
time when such Shares are purchased, except as provided in Subsections (b), (c)
and (d) below.
(b) SURRENDER OF STOCK. To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with Shares which have already been
owned by the Optionee or the Optionee's representative for any time period
specified by the Committee and which are surrendered to the Company in good form
for transfer. Such Shares shall be valued at their Fair Market Value on the date
when the new Shares are purchased under the Plan.
(c) PROMISSORY NOTES. To the extent that a Stock Option Agreement so
provides, payment may be made all or in part with a full recourse or nonrecourse
promissory note executed by the Optionee. The interest rate and other terms and
conditions of such note shall be determined by the Committee. The Committee may
require that the Optionee pledge his or her Shares to the Company for the
purpose of securing the payment of such note. In no event shall the stock
certificate(s) representing such Shares be released to the Optionee until any
note is paid in full.
(d) CASHLESS EXERCISE. To the extent that a Stock Option Agreement so
provides and a public market for the Shares exists, payment may be made all or
in part by delivery (on a form prescribed by the Committee) of an irrevocable
direction to a securities broker to sell Shares and to deliver all or part of
the sale proceeds to the Company in payment of the aggregate Exercise Price.
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SECTION 9. RECAPITALIZATIONS, MERGERS AND ASSET SALES.
(a) CHANGES IN CAPITALIZATION. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option or Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, 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 Company. The conversion of any convertible securities of
the Company 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 Company 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 Stock Purchase Right.
(b) DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, the Committee shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Committee in its discretion may provide for an Optionee to have
the right to exercise his or her Option until fifteen (15) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the Option would not otherwise be exercisable. In addition, the
Committee may provide that any Company repurchase option applicable to any
Shares purchased upon exercise of an Option or Stock Purchase Right shall lapse
as to all such Shares, provided the proposed dissolution or liquidation takes
place at the time and in the manner contemplated. To the extent it has not been
previously exercised, an Option or Stock Purchase Right will terminate
immediately prior to the consummation of such proposed action.
(c) MERGER OR ASSET SALE. Except as otherwise provided in an Option
Agreement or Stock Purchase Right, in the event of a merger of the Company with
or into another corporation, or the sale of substantially all of the assets of
the Company, each outstanding Option and Stock Purchase Right shall be assumed
or an equivalent option or right substituted by the successor corporation or a
Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the Option or Stock
Purchase Right, the Optionee shall fully vest in and have the right to exercise
the Option or Stock Purchase Right as to all of the Optioned Stock, including
Shares as to which it would not otherwise be vested or exercisable. If an Option
or Stock Purchase Right becomes fully vested and exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Committee shall notify the Optionee in writing or electronically that the Option
or Stock Purchase Right shall be fully exercisable for a period of fifteen (15)
days from the date of such notice, and the Option or Stock Purchase Right shall
terminate upon the expiration of such period. For the purposes of this
8
paragraph, the Option or Stock Purchase Right shall be considered assumed if,
following the merger or sale of assets, the option or right confers the right to
purchase or receive, for each Share of Optioned Stock subject to the Option or
Stock Purchase Right immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its Parent, the Committee may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of
the Option or Stock Purchase Right, for each Share of Optioned Stock subject to
the Option or Stock Purchase Right, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.
SECTION 10. LEGAL REQUIREMENTS.
Shares shall not be issued under the Plan unless the issuance and
delivery of such Shares complies with (or is exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, state securities
laws and regulations, and the regulations of any stock exchange on which the
Company's securities may then be listed.
SECTION 11. NO EMPLOYMENT RIGHTS.
No provision of the Plan, nor any Option granted under the Plan, shall
be construed to give any person any right to become, to be treated as, or to
remain an Employee. The Company and its Subsidiaries reserve the right to
terminate any person's Service at any time and for any reason.
SECTION 12. DURATION AND AMENDMENTS.
(a) TERM OF THE PLAN. The Plan, as set forth herein, shall become
effective on the date of its adoption by the Board of Directors, subject to the
approval of the Company's shareholders. In the event that the shareholders fail
to approve the Plan within twelve (12) months after its adoption by the Board of
Directors, any Option grants already made shall be null and void, and no
additional Option grants shall be made after such date. The Plan shall terminate
automatically ten (10) years after its adoption by the Board of Directors and
may be terminated on any earlier date pursuant to Subsection (b) below.
(b) RIGHT TO AMEND OR TERMINATE THE PLAN. The Board of Directors may
amend the Plan at any time and from time to time. Rights and obligations under
any Option granted before amendment of the Plan shall not be materially altered,
or impaired adversely, by such amendment, except with consent of the person to
whom the Option was granted. An amendment of the Plan shall be subject to the
approval of the Company's stockholders only to the extent required by applicable
laws, regulations or rules.
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(c) EFFECT OF AMENDMENT OR TERMINATION. No Shares shall be issued or
sold under the Plan after the termination thereof, except upon exercise of an
Option granted prior to such termination. The termination of the Plan, or any
amendment thereof, shall not affect any Option previously granted under the
Plan.
SECTION 13. EXECUTION.
To record the adoption of the Plan by the Board of Directors, the
Company has caused its authorized officer to execute the same as of
___________________________________.
NEWSMAX.COM, INC., a Nevada corporation
By: /s/ Christopher Ruddy
-------------------------------------
Christopher Ruddy, President
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