{"id":38265,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1997-employee-incentive-stock-option-plan-general-internet.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1997-employee-incentive-stock-option-plan-general-internet","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1997-employee-incentive-stock-option-plan-general-internet.html","title":{"rendered":"1997 Employee Incentive Stock Option Plan &#8211; General Internet"},"content":{"rendered":"<pre>\n\n           GENERAL INTERNET 1997 EMPLOYEE INCENTIVE STOCK OPTION PLAN\n\n\n1.   Purpose\n\nThe purpose of the General Internet 1997 Employee Incentive Stock Option Plan is\nto attract and retain high performing individuals who will make an immediate and\nlong-term contribution to General Internet's business by providing such\nindividuals with the opportunity to acquire an ownership interest in General\nInternet Inc. through the award of Incentive Stock Options.\n\n2.   Definitions\n\nWhenever the following words are capitalized and used in the Plan, they shall\nhave the respective meanings set forth below.\n\na.   'Board of Directors' means the Board of Directors of the Company.\n\nb.   'Cause' shall include, but not be limited to (i) an act or acts of personal\n     dishonesty of a Participant at the expense of the Company or any of its\n     subsidiaries, (ii) a willful violation of the Participant's employment\n     duties and responsibilities, (iii) a conviction of the Participant of a\n     felony or a crime involving moral turpitude, (iv) unauthorized disclosure\n     of confidential information, (v) competing with the Company or (vi) conduct\n     substantially prejudicial to the Company. The Committee shall have the\n     exclusive right to determine whether Cause exists and the Committee's\n     determination shall be binding and conclusive on all Participants and the\n     Company.\n\nc.   'Code' means the Internal Revenue Code of 1986, as amended.\n\nd.   'Committee' means a committee of at least two individuals appointed by the\n     Board of Directors to administer the Plan. If the Company shall register\n     its Common Stock under the Securities Act, then the Committee shall consist\n     of at least two or more individuals meeting both the 'Nonemployee Director'\n     standard set forth in Rule 16b-3 promulgated under Section 16 of the\n     Exchange Act and the 'Outside Director' standard set forth in the\n     regulations promulgated under Section 1 62(m) of the Code.\n\ne.   'Company' means General Internet Inc. and its subsidiaries.\n\nf.   'Disability' means the permanent and total disability of Participant as\n     defined in Section 22(e)(3) of the Code.\n\ng.   'Exchange Act' means the Securities Exchange Act of 1934, as amended.\n\nh.   'Exercise Price' the price at which Shares may be purchased upon exercise\n     of an Incentive Stock Option covering such shares in accordance with the\n     terms and conditions prescribed by this Plan.\n\n\n\ni.   'Fair Market Value' means as of any given date, the fair market value of\n     the Shares as determined by the Committee in good faith in its sole\n     discretion, or if the Shares are publicly traded, the mean of the highest\n     and lowest quoted selling prices of the Shares on the exchange on which the\n     Shares are listed (consolidated trading) or, if applicable, the mean of the\n     highest and lowest quoted bid prices of the Shares as furnished by the\n     National Association of Securities Dealers Inc.'s Automated Quotation\n     System, as of the most recent trading date.\n\nj.   'Grant Agreement' means an agreement setting forth the terms of an award of\n     Incentive Stock Options to an employee of the Company which is entered into\n     by the Company and such employee.\n\nk.   'Incentive Stock Option' means a stock option which complies with Section\n     422 of the Internal Revenue Code of 1986, as amended and which is granted\n     under this Plan to an employee of the Company.\n\nl.   'Participant' means an individual selected by the Committee for an\n     Incentive Stock Option award by the Committee in accordance with Section 5\n     below.\n\nm.   'Plan' means this General Internet 1997 Incentive Stock Option Plan, as\n     amended or restated from time to time.\n\nn.   'Securities Act' shall mean the Securities Act of 1933, as amended.\n\no.   'Share' means a share of the Company's common stock .001 par value per\n     share. \n\n3.   Number of Shares\n\n2,307,000 Shares shall be available for grant under this Plan. If any Incentive\nStock Option granted under the Plan shall terminate or expire for any reason\nwithout having been exercised in full, the unissued Shares covered by such\nIncentive Stock Option shall again be available for grant under the Plan. The\nShares issued by the Company under this Plan may be either unissued Shares or\ntreasury Shares.\n\n4.   Administration\n\nThis Plan shall be administered by the Committee. A majority of the Committee\nshall constitute a quorum. The Committee shall have full power and authority to:\n\n(a)  prescribe, amend and rescind rules and procedures governing the\n     administration of this Plan;\n\n(b)  interpret the provisions of this Plan and to establish and interpret rules\n     and procedures with respect to the operation of this Plan; \n\n(c)  determine the eligibility of employees to participate in this Plan in\n     accordance with the standards set forth in this Plan;\n\n                                       2\n\n\n(d)  determine, in accordance with the Plan and Section 422 of the Code, the\n     terms of Incentive Stock Options granted to employees; and\n\n(e)  delegate certain of the duties of the Committee to one or more agents to\n     facilitate the administration of this Plan. Each action of the Committee\n     which is within the scope of the authority delegated to the Committee shall\n     be binding on all persons.\n\n5.   Eligibility and Participation\n\nIncentive Stock Options may be granted only to employees of the Company upon\nselection by the Committee, in its sole discretion. An employee who has been\nselected by the Committee for a grant of an Incentive Stock Option must, as a\ncondition to receiving such grant, enter into a Grant Agreement with the Company\nspecifying the terms of such grant.\n\nSelection of an employee for an award shall not require the Committee to make\nanother grant to such Participant at any other time during such Participant's\nemployment with the Company.\n\n6.   Incentive Stock Options\n\n6.1. Power to Grant Stock Options\n\nThe Committee shall have the right and the power to grant, in accordance with\nthis Plan, Incentive Stock Options on such terms and conditions as may be\nestablished by Committee in accordance with this Plan and Section 422 of the\nCode on or prior to the date of grant of such Incentive Stock Options.\n\n6.2. Exercise Price\n\nThe Exercise Price of an Incentive Stock Option shall be equal to the\nestablished Fair Market Value of the Shares at the time of Grant; provided that\nthe Exercise Price of an Incentive Stock Option granted to a holder of more than\n10% of the outstanding Shares shall be 110% of the Fair Market Value of the\nShares on the date of grant.\n\n6.3. Term\n\nThe term of an Incentive Stock Option granted under this Plan shall be\nestablished by the Committee at the date of grant and shall not exceed 10 years\nfrom the date of grant for all Incentive Stock Options; provided however, in the\ncase of an Incentive Stock Option with an Exercise Price set at 1 10% of Fair\nMarket Value in accordance with Paragraph 6.2 above, the term of such Incentive\nStock Option shall not exceed 5 years from the date of grant.\n\n6.4. Vesting\n\nAn Incentive Stock Option granted under this Plan shall become exercisable upon\nsuch date or dates specified by the Committee, in its sole discretion, in the\nGrant Agreement relating to such Incentive Stock Option. To the extent required\nby Section 422 of the Code, the aggregate Fair \n\n                                       3\n\n\nMarket Value, determined as of the date of grant, of Shares for which Incentive\nStock Options are exercisable for the first time by a Participant during any\ncalendar year shall not exceed $100,000.\n\n6.5. Exercise\n\nAn Incentive Stock Option may be exercised by a Participant upon the date or\ndates and in accordance with the conditions specified in the Grant Agreement\nexecuted by such Participant which relates to such Incentive Stock Option.\nHowever, no Incentive Stock Option shall be exercised for a fraction of a share.\n\nTo exercise an Incentive Stock Option, the Participant must deliver written\nnotice to the Chief Financial Officer of the Company or any other Company\nexecutive provided by the applicable Grant Agreement after the date such\nIncentive Stock Option becomes exercisable but prior to the expiration of the\nterm of such Incentive Stock Option or of the cancellation or forfeiture of such\nIncentive Stock Option.\n\nWritten notice delivered to the Company by the Participant must state the number\nof Shares being purchased and must be accompanied by payment of the full\npurchase price for such Shares. Method of payment for the Shares for which\nIncentive Stock Options are exercised shall be set forth in the Participant's\nGrant Agreement and, at the Committee's sole discretion, may include any or all\nof the following methods: (1) delivery of a personal check or money order\npayable to the Company; (2) delivery of Shares which have been held by such\nParticipant for at least six months; (3) delivery by the Participant of a\npromissory note with recourse, and\/or, (4) if there is a public market\n\nfor the Shares, the delivery of a properly executed exercise notice, together\nwith irrevocable instructions to a broker to promptly deliver to the Company\neither sale proceeds of Shares sold to pay the purchase price or the amount\nloaned by the broker to pay the purchase price.\n\n6.6. Limitation on Transfer of Incentive Stock Options\n\nNo Incentive Stock Option granted under this Plan shall be transferable\notherwise than by will or the laws of descent and distribution, and any\nIncentive Stock Option granted under this Plan may be exercised during the\nlifetime of the person to whom the Incentive Stock Option shall initially have\nbeen granted only by such person or by such person's guardian or legal\nrepresentative.\n\n7.   Termination\n\n7.1. Death, Disability, or Termination of the Participant's employment by the\n     Company other than for Cause\n\nIn the event of Death or Disability of the Participant, or termination of the\nParticipant's employment by the Company other than for Cause, all vested\nIncentive Stock Options shall be exercisable by the Participant's estate,\npersonal representative, or Participant for a period which shall not exceed the\nexpiration date(s) of any such Incentive Stock Options determined by the\nCommittee and set forth in the applicable Grant Agreement(s) or the period\npermitted by Section 422 of the Code.\n\n                                       4\n\n\nAll unvested Incentive Stock Options may become exercisable to the extent\ndetermined by the Committee, in its sole discretion.\n\n7.2. Voluntary Termination\n\nIn the event of a voluntary termination of employment by Participant, all vested\nand unvested Incentive Stock Options shall be immediately forfeited by the\nParticipant without any consideration.\n\n7.3. Termination For Cause\n\nIn the event of termination for Cause, all vested and unvested Incentive Stock\nOptions shall be immediately forfeited by the Participant without any\nconsideration.\n\n7.4. Obligation to enter into Voting Trust Agreement with Company\n\nIf a Participant terminates employment with the Company under Paragraphs 7.1,\n7.2 or 7.3 above and the Company has not registered its Shares under the\nSecurities Act, at the request of the Company, such Participant shall be\nrequired to enter into a voting trust agreement with the Company on such terms\nand conditions as may be determined by the Committee in its sole discretion. In\naccordance with the voting trust agreement, such Participant shall give an\nauthorized representative of the Company an irrevocable right to exercise all\nvoting and consent rights in connection with Shares purchased upon exercise of\nIncentive Stock Options granted to such Participant under this Plan.\n\nThe obligation set forth under this Paragraph 7.4 shall terminate on the date\nthe Company registers Shares under the Securities Act.\n\n8.   Change of Control\n\n8.1. Acceleration of Incentive Stock Options\n\nNotwithstanding any provision of this Plan to the contrary, upon the occurrence\nof a Change in Control as set forth in Paragraph 8.2 below, all unvested\nIncentive Stock Options then outstanding under this Plan shall become fully\nexercisable as of the date of the Change in Control.\n\n8.2. Definition of 'Change in Control'\n\nA Change in Control shall be deemed to have occurred on the earliest of the\nfollowing dates:\n\n(i)   the acquisition, other than from the Company or with the approval of the\n      Board of Directors of the Company, of 50 percent or more of either the\n      then outstanding Shares or the combined voting power of the then\n      outstanding voting securities of the Company entitled to vote generally in\n      the election of directors;\n\n(ii)  Registration of the Company's Common Stock under the Securities Act;\n\n                                       5\n\n\n(iii) Approval by the stockholders of the Company of the sale or other\n      disposition of all or substantially all of the Company's assets or a sale\n      of all of the outstanding shares of Common Stock of the Company to an\n      unaffiliated entity or individual; or\n\n(iv)  Liquidation or dissolution of the Company. \n\n\n9.    No Right to Continued Employment\n\nNothing in the Plan or in any Grant Agreement shall confer on any individual any\nright to continue in the employ of the Company or interfere in any way with the\nright of the Company to terminate such individual's employment at any time.\n\n10.   Limitation on Right to Shares\n\nNo Participant shall have any rights as a shareholder to any Shares subject to\nIncentive Stock Options until such Incentive Stock Options have been exercised.\n\n11.   Investment Representation and Legending of Share Certificates\n\nAs a condition to receiving an Incentive Stock Option grant under the Plan,\nParticipant shall agree that, unless the Shares subject such Incentive Stock\nOptions have been effectively registered under the Securities Act, the Company\nshall be under no obligation to issue the Shares covered by such Incentive Stock\nOptions unless and until the following conditions have been met:\n\na.    That Participant or any other individual who exercises such Incentive\n      Stock Options on behalf of or as a result of a transfer from Participant,\n      shall warrant to the Company prior to receipt of the Shares that such\n      person(s) are acquiring such Shares for their own respective accounts for\n      investment, and not with a view to, or for sale in connection with, the\n      distribution of any such Shares.\n\nb.    The Company shall have received an opinion of its counsel that the Shares\n      may be issued upon such particular exercise in compliance with the\n      Securities Act without registration.\n\nAll Share certificates issued upon the exercise of an Incentive Stock Option\nshall be subject to such stop transfer orders and other restrictions as the\nCommittee may deem advisable under the Plan; the rules, regulations or other\nrequirements of the Securities Act and the Exchange Act, the rules of any stock\nexchange upon which such Shares are listed, or under any other applicable\nFederal or state laws; and the Committee may have a legend placed on any such\ncertificates to make appropriate reference to such restrictions.\n\n12.   Adjustment of Shares\n\nIn the event of any corporate change through recapitalization, merger,\nconsolidation, stock dividend, split-up, combination or exchange of Shares or\notherwise, which affects the character and amount of the Company's Shares prior\nto exercise of any Incentive Stock Option granted under this Plan, any such\nIncentive Stock Options, to the extent not exercised, shall entitle a\nParticipant holding such Incentive Stock Options to such number and kind of \nShares as such \n\n                                       6\n\n\nParticipant would have been entitled to had such Participant actually owned \nthe Shares subject to such Incentive Stock Options at the time of such \nchange. The Committee, in its sole discretion, shall determine any \nadjustments necessary to ensure that the Incentive Stock Option after such \nchange is equivalent in value to such Incentive Stock Option prior to such \nchange including, but not limited to, changes in the Incentive Stock Option \nExercise Price or the number of Shares covered by such Incentive Stock \nOption(s).\n\n13.   Withholding Tax\n\nWhenever the Company is required to issue Shares upon exercise of an Incentive\nStock Option by a Participant, such Participant shall remit to the Company an\namount sufficient to satisfy any federal, state or local income and payroll tax\nwithholding liability prior to the delivery of any certificate(s) for such\nShares. Upon approval by the Committee, in its sole discretion, any such\nliability may be satisfied prior to delivery of any certificate(s) by\nParticipant electing to have the Company withhold a number of Shares equal in\nvalue to such liability, from the number of Shares to be issued to such\nParticipant.\n\n14.   Termination and Amendment of Plan\n\nThe Plan shall terminate on March 19, 2007, unless previously terminated by\naction of the holders of a majority of the Shares outstanding. Upon termination,\nno additional Incentive Stock Option grants shall be made; however, outstanding\nIncentive Stock Options shall remain exercisable under the Plan in accordance\nwith the terms of the applicable Grant Agreement(s).\n\nThe Committee may amend the Plan without further approval of the holders of a\nmajority of the Shares outstanding provided that no amendment may materially and\nadversely affect any Incentive Stock Options previously issued unless the\nwritten consent of such affected Participant(s) is received prior to approval of\nsuch proposed amendment.\n\n15.   Miscellaneous\n\n15.1. Headings\n\nSection headings used in this Plan are for convenience only and shall not be\ndeemed to limit, characterize or affect in any way any provision of this Plan.\nAll provisions in this Plan shall be construed as if no headings had been used\nin this Plan.\n\n15.2. Severability\n\nWhenever possible, each provision in this Plan shall be interpreted in such\nmanner as to be effective and valid under applicable law, but if any provision\nof this Plan is held to be prohibited by or invalid under applicable law, then\n(i) such provision shall be deemed amended to accomplish the objectives of the\nprovision as originally written to the fullest extent permitted by law and (ii)\nall other provisions of this Plan shall remain in full force and effect.\n\n                                       7\n\n\n15.3. No Strict Construction\n\nNo rule of strict construction shall be applied against the Company, the\nCommittee or any other person in the interpretation of any term of this Plan or\nany rule or procedure established by the Committee.\n\n16.   Governing Law\n\nAll issues and questions concerning the construction, validity, enforcement and\ninterpretation of this plan shall be governed by, and construed in accordance\nwith, the laws of the state of New York, without giving effect to any choice of\nlaw or conflict of law rules or provisions (whether of the state of New York or\nany other jurisdiction) that would cause the application of the laws of any\njurisdiction other than the state of New York.\n\nDated: As of March 20, 1997\n\n\n\nGeneral Internet Inc.\n\n\n                                       8\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6551],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9545],"class_list":["post-38265","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aboutcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38265","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38265"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38265"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38265"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38265"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}