Registration of Securities of a Small-Business Issuer — Form 10-SB
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10SB12G Registration of Securities of a Small-Business 84 323K
Issuer
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, 21 66K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 5 21K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 3 16K
5: EX-3.3 Articles of Incorporation/Organization or By-Laws 12 39K
6: EX-4.1 Instrument Defining the Rights of Security Holders 2 14K
7: EX-10.1 Material Contract 10 52K
16: EX-10.10 Material Contract 6 28K
17: EX-10.11 Material Contract 23 78K
18: EX-10.12 Material Contract 53 150K
19: EX-10.13 Material Contract 19 58K
20: EX-10.14 Material Contract 2 17K
21: EX-10.15 Material Contract 20 55K
22: EX-10.16 Material Contract 1 12K
23: EX-10.17 Material Contract 7 48K
24: EX-10.18 Material Contract 2 15K
25: EX-10.19 Material Contract 15 62K
8: EX-10.2 Material Contract 17 53K
26: EX-10.20 Material Contract 8± 42K
27: EX-10.21 Material Contract 10 35K
28: EX-10.22 Material Contract 5 32K
29: EX-10.23 Material Contract 5 33K
30: EX-10.24 Material Contract 5 34K
31: EX-10.25 Material Contract 5 20K
32: EX-10.26 Material Contract 3 21K
33: EX-10.27 Material Contract 17± 78K
34: EX-10.28 Material Contract 3 23K
35: EX-10.29 Material Contract 8 41K
9: EX-10.3 Material Contract 8 30K
36: EX-10.30 Material Contract 4 27K
37: EX-10.31 Material Contract 16 76K
10: EX-10.4 Material Contract 4 23K
11: EX-10.5 Material Contract 6± 33K
12: EX-10.6 Material Contract 10 40K
13: EX-10.7 Material Contract 13 51K
14: EX-10.8 Material Contract 8 24K
15: EX-10.9 Material Contract 2 17K
38: EX-21.1 Subsidiaries of the Registrant 1 10K
39: EX-27.1 Financial Data Schedule (Pre-XBRL) 1 14K
PHOTOLOFT.COM
STOCK OPTION PLAN
PhotoLoft.com, a corporation organized and existing under the laws of the
State of Nevada (hereinafter referred to as the "Company"), hereby adopts the
following Stock Option Plan for certain of Its employees and outside
consultants:
1. PURPOSE.
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This Stock Option Plan (herein referred to as the "Plan") Is intended to
advance the interests of the Company by providing employees and outside
consultants having substantial responsibility for the direction and management
of the Company & its subsidiaries with an opportunity to acquire a proprietary
interest in the Company and an additional Incentive to promote its success and
to encourage them to remain In the employ of the Company. The Plan Is intended
to permit stock options granted to employees under the Plan to qualify as
incentive stock options, herein referred to as "Incentive Stock Options", under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Internal
Revenue Code"). All options granted under the plan which are not intended to
qualify as Incentive Stock Options shall herein be referred to as "Non-
Statutory Options". All options granted under the Plan, including Incentive
Stock Options, and Non-Statutory Options are referred to as "Options".
2. ADMINISTRATION OF PLAN.
------------------------
The Plan shall be administered by a Stock Option Committee (the
"Committee") consisting of directors of the Company who shall be appointed by
Its Board of DirectorThe Committee may adopt rules and regulations from time to
time for carrying out the
Plan. The interpretation and construction of any provision of the Plan by the
Committee shall be final and conclusive, The Committee may consult with counsel,
who may be counsel to the Company, and shall not incur any liability for any
action taken in good faith in reliance upon the advice of counsel.
3. ELIGIBILITY.
------------
All employees of the Company and all outside consultants providing services
to the Company shall be eligible to have options granted to them. The Committee
shall grant Options only to employees of the Company and Company outside
consultants of the Company who perform services of major importance in the
management, operation end development of the business of the Company, and it
shall determine the number of shares to be allocated to each Option. The Company
shall effect the grant of Options under the Plan in accordance with
determinations made by the Committee pursuant to the provisions of the Plan by
execution and delivery of written Instruments in a form approved by the
Committee. All persons to whom Incentive Stock Options are granted must be
employees of the Company.
4. STOCK.
-----
The Company has authorized the Committee to appropriate and to grant
Options for and to issue and sell for the purpose of the Plan an aggregate of
1,000,000 shares of the common stock of the Company. Options to purchase any
shares issued pursuant to the Plan that, for any reason expire or are terminated
unexercised may be reissued under the Plan. The Company shall not be required to
Issue or deliver any certificate for shares of its stock purchased upon the
exercise of any part of an Option before (i)
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completion of any registration or other qualification of such shares under any
state or federal law or ruling or regulation of any governmental regulatory body
that the Company shall, in its sole discretion, determine is necessary or
advisable, or (ii) the Board of Directors shall have been advised by counsel
that the issuance of such shares is exempted from any such registration or
qualification of such shares. In this regard the Committee shall be able to
require the execution of an "investment lettert' in standard form prior to the
Issuance of any shares purchased upon the exercise of any part of an Option.
Before the granting of any Option hereunder, Optionee must agree that no share
of stock transferred to him pursuant to this Plan may be disposed of by him
within two (2) years from the date of the granting of the Option nor within one
(1) year after the transfer of such share to said Optionee or such Option will
not be qualified as an Incentive Stock Option.
5. TAX CHARACTER OF OPTIONS.
---------------------------
The Committee shall have discretion to designate whether Options shall be
Incentive Stock Options or Non-Statutory Options. Subject to the limitations
described in Sections 4,11, 16 and 17, all Options granted to employees of
Company shall be Incentive Stock Options, unless the Committee determines
otherwise.
6. PRICE.
------
Except as to Options to which the provisions of paragraph 16 and 17 apply,
the purchase price of each share of stock covered by an Option granted hereunder
shall be equal to the fair market value per share of the Company's common stock
on the date the Option Is granted. As to Options to which the provisions of
paragraph 16 apply the
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purchase price of each share of stock covered by such Option granted hereunder
shall be at least one hundred ten percent (110%) of the fair market value per
share of the Company's common stock on the date the Option is granted. If the
stock is traded in the over-the-counter market, such fair market value shall be
deemed to be the mean between the asked and the bid prices on such day as
reported by the NASD. If the stock is traded on an exchange, such fair market
value shall be deemed to be the mean of the high and low prices at which it is
quoted or traded on such day on the exchange on which it generally has the
greatest trading volume. If the stock is not traded on either an
over-the-counter market or on an exchange, the fair market value shall be set by
the Committee in good faith based upon all relevant facts and circumstances
pursuant to any and all regulations issued by the internal Revenue Service.
7. DURATION AND EXERCISE OF OPTIONS.
------------------------------------
A. Except as to Options to which the provisions of paragraph 16 and 17
hereof apply, the Option period shall be ten (10) years or less from the date
the Option is granted, and as to Options to which the provisions of paragraph 16
apply, the Option period shall be five (5) years or less from the date the
Option is granted, except that either such period shall be reduced with respect
to any Option as outlined below in the event of death or termination of
employment or retirement of the Optionee; provided that the Committee may, in
the case of merger, consolidation, dissolution or liquidation. accelerate the
expiration date and the dates on which any part of the Option shall be
exercisable for all of the shares covered thereby, but the effectiveness of such
acceleration, and any exercise of the Option pursuant thereto in excess of the
number
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of shares for which it would have been exercisable in the absence of such
acceleration, shall be conditioned upon the consummation of the merger,
consolidation, dissolution or liquidation.
B. The exercise of any Option and delivery of the optioned shares shall
be contingent upon receipt by the Company of the full purchase price in cash.
C. No Incentive Stock Option may be exercised more than thirty (30)
days after termination of employment of the Optionee except as hereinafter
provided.
D. Except as otherwise provided herein, or unless otherwise determined
by the Committee, every Option granted hereunder shall, upon its grant, be
immediately exercisable. The Committee shall have the right to set any vesting
schedule or delay of exercisability it deems appropriate.
E. Incentive Stock Options granted under the Plan may be exercised, if
otherwise timely, (I) within three (3) months after retirement, other than
retirement by reason of disability, of the Optionee at or after the age of
sixty-five (65) years, if such retirement occurs on or after one year following
the grant of any incentive Stock Option hereunder, and (ii) within three (3)
months after retirement occurring at any age by reason of disability. In any
such case, the Incentive Stock Option may not be exercised for more than the
number of shares, if any, as to which if was exercisable by the Optionee
immediately before such retirement; provided that if such retirement was by
reason of disability, said Option shall in any case be exercisable for at least
fifty percent (50%) of the shares covered thereby; and provided further that if
such retirement occurred when
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or after the Optionee attained the age of sixty-five (65) years, said Option
shall be exercisable for all of the shares covered thereby.
F. If an Optionee shall die while employed by the Company or within
three (3) months after retirement, such incentive Stock Option may be exercised
(to the extent that the Optionee would have been entitled to do so at the date
of this death) by the legatees, personal representative or distributees of the
Optionee during the balance of the term thereof or within one year of the date
of the Optionee's death, whichever is shorter.
G. if Optionee is at the time of exercise, a person who is regularly
required to report his ownership and changes of ownership of the common stock of
the Company to the Securities and Exchange Commission and is subject to short
swing profit liability under the provisions of Section 16(b) of the Securities
Exchange Act of 1934 as the same, or any replacement rule, now exists, or may,
from time to time, be amended, then the Optionee may only exercise Options and
Release Rights during the period beginning on the third business day and ending
on the twelfth business day following the release for publication of quarterly
or annual summary statements of sales and earnings. This condition shall be
deemed to be satisfied if the specified financial data appears (I) on a wire
service, (ii) in a financial news service, (iii) in a newspaper of general
circulation, or (iv) is otherwise made publicly available, and shall remain in
effect so long as it does not violate the law or any rule or regulation adopted
by appropriate governmental authority,
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H. Options may be exercised in whole or in part, but only with respect
to whole shares of stock. The Committee shall have the right to set any minimum
amount on the number of shares which must be exercised at any one time as it
deems appropriate.
8. NON-TRANSFERABILITYOFOPTIONS.
----------------------------
An Incentive Stock Option, by its terms, shall not be transferable
otherwise than by will or by the laws of descent and distribution, and an
Incentive Stock Option may be exercised during the lifetime of the Optionee only
by him.
9. EFFECT OF STOCK DIVIDENDS, ETC.
----------------------------------
The Committee shall make appropriate adjustments in the price of the shares
and the number allotted or subject to allotment if there are any changes in the
common stock of the Company by reason of stock dividends, stock splits, reverse
stock splits, recapitalizations, mergers or consolidations.
10. REORGANIZATION.
--------------
If (a) the Company is merged or consolidated with another corporation and
the Company is not the surviving corporation, (b) all or substantially all of
the property is acquired by another corporation, or (o) the Company is
reorganized, then the Company, or the corporation assuming the obligations of
the Company, shall by action of its Board of Directors either:
(i) make equitable provisions so that the excess of the
aggregate fair market value of the shares subject to the Stock Options over the
option price of such shares immediately after the merger, consolidation or
reorganization of the Company, is equivalent to the excess of the aggregate fair
market value of the
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shares subject to such Stock Options over the option price of such shares
immediately before such merger, consolidation or reorganization of the Company,
or
(ii) give written notice to the employee that the Options
shall be terminated if they are not exorcised within a prescribed period after
the date of such notice.
11. LIMITATIONS ON INCENTIVE STOCK OPTIONS.
------------------------------------------
Notwithstanding anything in this Plan to the contrary, the aggregate fair
market value (determined at the time of grant) of stock for which an employee
may exercise incentive Stock Options under all plans of the Company shall not
exceed $1O0~0QO per calendar year. If any employee shall have the right to
exercise any Options in excess of $100,000 during any calendar year, the options
in excess of $100,000 shall be deemed not to be Incentive Stock Options.
12 EXPIRATION AND TERMINATION OF THE PLAN.
-------------------------------------------
Options may be granted under the Plan at any time until the Plan is
terminated by the Board of Directors of the Company or until such earlier date
when termination of the Plan shall be required by applicable low. If not sooner
terminated, the Plan shall terminate automatically on that date which is ten
years from the earlier of the date on which the Plan was originally approved by
the shareholders of the Company or the date on which this' Plan was adopted.
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13. AMENDMENTS.
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The Board of Directors of the Company may from time to time make such
changes in and additions to the Plan as it may deem proper; provided that no
change shall be made that increases (except pursuant to Section 9) the total
number of shares covered by the Plan or effects any change in who may receive
Options under the Plan or materially Increases the benefits accruing to
Optionees hereunder unless such change Is authorized by the holders of the
common stock of the Company. Notwithstanding the foregoing, the Board of
Directors of the Company may amend the Plan, without stockholder approval, to
the extent necessary to cause Incentive Stock Options granted under the Plan to
meet the requirements of Section 422 of the Internal Revenue Code.
14. INTERPRETATION.
--------------
The terms of this Plan concerning Incentive Stock Options are subject to
all present and future regulations and rulings of the Secretary of the Treasury
or his delegate relating to the qualification of Incentive Stock Options under
Section 422 of the Internal Revenue Code. If any provision of the Plan conflicts
with any such regulation or ruling, then that provision of the Plan shall be
void and of no effect.
15. EFFECTIVE DATE OF THE PLAN.
------------------------------
This Plan shall become effective February 26, 1999, having been approved by
shareholders and adopted by the Board of Directors.
16. TEN PERCENTOR GREATER SHAREHOLDERS.
-------------------------------------
Anything to the contrary contained herein notwithstanding, no incentive
Stock Option shall be granted hereunder to any individual, if at the time such
Incentive Stock
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Option is granted, such individual owns stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of Company or
its parent or subsidiary corporations, unless at the time such option is granted
the option price is at least one hundred ten percent (110%) of the fair market
value of the stock subject to the option and such option by its terms is not
exercisable after the expiration of five (5) years or less from the date of such
option is granted. My option which does not comply with the terms of this
paragraph shall be deemed not to be an Incentive Stock Option.
17. Non-StatutoryOptions
--------------------
The Committee shall have the right to determine, subject to approval of the
Board of Directors, the rights and terms of all Non-Statutory Options, including
price, duration, transferability and limitations on exercise.
PHOTOLOFT.COM
By: /s/ Gary B. Peterson
-----------------------------------
Gary B. Peterson, President
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EXHIBIT A
FIRST AMENDMENT
TO
TEE PHOTOLOFT.COM STOCK OPTION PLAN
This First Amendment (the "Amendment") to the PhotoLoft.com Stock Option
Plan (the "Plan") is adopted this __ day of ___, 1999.
1. Section 4 of the Plan is hereby amended to increase the number of Options
available to be granted under the Plan from 1,000,000 to 3,800,000.
2. Except as set forth in this A.rnendxnent, all terms and conditions of the
Plan shall remain in full force and effect.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10SB12G’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 7/13/99 | | | | | | | None on these Dates |
| | 2/26/99 | | 8 |
| List all Filings |
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