APPROVAL OF THE STOCK OPTION PLAN
Effective January 16, 2001, the Board of Directors adopted the Shopss Stock
Option Plan (the "Plan") and effective as of January 16, 2001 the
Consenting Shareholders approved the Plan.
The following summary describes the material features of the Plan.
PURPOSE
The purpose of the Plan is to promote the long-term success of Shopss by
attracting, motivating and retaining directors, officers and key employees
and consultants of Shopss and its affiliates (the "Participants") through
the use of competitive long-term incentives which are tied to shareholder
value. The Plan seeks to balance Participants' and shareholder interests
by providing incentives to the Participants in the form of stock options
which offer rewards for achieving the long-term strategic and financial
objectives of Shopss.
COMMON STOCK AVAILABLE
Subject to adjustment as described below, the maximum number of shares of
Common Stock which may be awarded under the Plan may not exceed an
aggregate of 20,000,000 shares over the life of the Plan. The Plan
provides for equitable adjustment of the number of shares subject to the
Plan and the number of shares of each subsequent award of stock thereunder
and of the unexercised portion of the stock option award described below in
the event of a change in the capitalization of Shopss due to a stock split,
stock dividend recapitalization, merger or similar event.
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ELIGIBILITY
Persons who are eligible to receive stock options granted under the Plan
are those individuals and entities as a compensation committee or such
other committee appointed by the Board of Directors to administer the Plan
(the "Committee") in its discretion determines should be awarded such
incentives given the best interest of Shopss; provided, however, that (i)
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incentive stock options ("ISOs") may only be granted to employees of Shopss
and its affiliates and (ii) any person holding capital stock of Shopss or
any affiliate possessing more than 10% of the total combined voting power
of all classes of capital stock of Shopss or any affiliate will not be
eligible to receive ISOs unless the exercise price per share is at least
110% of the fair market value of the stock on the date the option is
granted.
ADMINISTRATION
The authority to control and manage the operation and administration of the
Plan is vested in the Committee appointed by the Board of Directors from
time to time. Members of the Committee shall serve at
the pleasure of the Board of Directors. The Committee may from time to time
determine which officers, directors and key employees and consultants of
Shopss and its affiliates may be granted options under the Plan, the terms
Thereof (including, without limitation, determining whether the option is an
ISO and the times at which the option shall become exercisable), and the
Number of shares for which an option or options may be granted. If rights of
Shopss to repurchase stock are imposed, the Board of Directors or the
Committee may, in its sole discretion, accelerate, in whole or in part, the
time for lapsing of any rights of Shopss to repurchase shares or forfeiture
restrictions. The Board of Directors or the Committee has the sole
authority, in its absolute discretion. to adopt, amend and rescind such
rules and regulations, consistent with the provisions of the Plan, as, in
its opinion, may be advisable in the administration of the Plan, to
construe and interpret the Plan, the rules and regulations, and the
instruments evidencing options granted under the Plan and to make all other
determinations deemed necessary or advisable for the administration of the
Plan. All decisions, determinations and interpretations of the Committee
are binding on all option holders under the Plan.
GRANT AND EXERCISE OF OPTIONS
All ISOs will have option exercise prices per option share not less than
the fair market value of a share on the date the option is granted, except
in the case of ISOs granted to any person possessing more than 10% of the
total combined voting power of all classes of stock in which case the price
will be not less than 110% of such fair market value. The term of each
option may not be more than 10 years, except that the term of each ISO
issued to any person possessing more than 10% of the voting power of all
classes of stock may not be more than five years.
The vesting schedule for any option granted under the Plan, will be
determined by the Board of Directors or the Committee and will be set forth
in a specific option agreement. To the extent not exercised, installments
will accumulate and be exercisable, in whole or in part, at any time after
becoming exercisable, but not later than the date the option expires. The
Committee has the right to accelerate the exercisability of any option.
Each ISO granted pursuant to the Plan is exercisable, during the optionee's
lifetime, only by the optionee or the optionee's guardian or legal
representative. Neither the option nor any right to purchase stock may be
transferred, assigned or pledged other than by will under the laws of
descent and distribution. Payment of the purchase price is by (i) cash, (ii)
check, (iii) at the discretion of the Committee, by delivery to Shopss of
the option holder's promissory note, (iv) such other consideration as the
Committee, in its sole discretion, determines and is consistent with the
Plan's purpose and applicable law, or (v) any combination of the foregoing.
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AMENDMENT AND TERMINATION
The Board of Directors may at any time suspend or terminate the Plan, and
may amend it from time to time in such respects as the Board of Directors
may deem advisable. Unless terminated by the Board of Directors earlier,
the Plan shall terminate on the earlier of January 16, 2010.
MARKET VALUE OF UNDERLYING SECURITIES
On January 16, 2001 the closing bid price for Shopss's Common Stock on the
over-the-counter Electronic Bulletin Board was $.94.
Maybe this is where the 100k after hour T came from?
imo
