EXHIBIT 4
E-NET FINANCIAL.COM CORPORATION
AMENDMENT NO. 1 TO 2000 EMPLOYEE STOCK COMPENSATION PROGRAM
a) The Title of the program will be e-Net Financial.Com Corporation 2000 Stock
Compensation Program
b) Section 2 of the plan shall be amended to read:
Section 2. Elements of the Program
In order to maintain flexibility in the award of stock benefits the program
will consist of a several plans. The Program Administrators are hereby
authorized to periodically add plans to this program consistent with this
objective. The first part is the Stock Bonus Plan (Bonus Plan) under which (i)
common stock shares are granted to key employees and consultants as a bonus for
performing duties essential in the growth of the company in its initial year.
The second part is the Stock Deferral Plan (Deferral) in which (i) payments of
deferred compensation in the form of shares of common stock (deferred payments)
are granted; and (ii) rights to receive cash or shares of common stock based on
the amount of income owed deferred (up to 1/3 of gross income). The third part
is the Executive Stock Bonus Option Plan (the "Executive Bonus Plan") under
which (i) units representing the equivalent of shares of Common Stock (the
"Performance Shares") are granted; (ii) payments of compensation in the form of
shares of Common Stock (the "Stock Payments") are granted; and (iii) rights to
receive cash or shares of Common Stock as a bonus, based on the performance of
the executive or Key Independent Contractor (Bonus Shares).
c) PART III
Executive Stock Bonus Option Plan
(Executive Bonus Plan)
Section 1. Terms and Conditions. The purpose of the e-Net Financial.Com
Corporation Executive Stock Bonus Option Plan (the "Executive Bonus Plan") is to
promote the growth and general prosperity of the Company by permitting the
Company to grant restricted shares to help attract and retain superior personnel
for positions of substantial responsibility with the Company and its
subsidiaries to provide individuals with an additional incentive to the success
of the Company. This plan is restricted to Executives and Key Independent
Contractors (Key Independent Contractor status shall be determined by the
Program Administrators). The terms and conditions of Performance Shares, Stock
Payment share or Bonus Shares rights granted under this Executive Bonus Plan may
differ from one another as the Program Administrators shall, in their
discretion, determine in each Executive Stock Bonus Option Agreement (the
"Executive Agreement"). Unless any provision herein indicates to the contrary,
this Executive Bonus Plan shall be subject to the General Provisions of the
Program, and terms used but not defined in this Executive Stock Bonus Option
Plan shall have the meanings, if any, ascribed thereto in the General Provisions
of the Program.
Section 2. Duration. Each Performance Share or Stock Payment or Bonus Shares and
all rights thereunder granted pursuant to the terms of the Executive Bonus Plan
shall expire on the date determined by the Program Administrators as evidenced
by the Executive Agreement, but in no event shall any Performance Shares or
Stock Payment Share or Bonus Share Right expire later than five (5) years from
the date on which the Performance Shares or Stock Payment Share or Bonus Rights
are granted. In addition, each Performance Share, Stock Payment or Bonus Share
shall be subject to early termination as provided in the Executive Bonus Plan.
Section 3. Grant. Subject to the terms and conditions of each individually
executed Executive Agreement, the Program Administrators may grant Performance
Shares, Stock Payments or Bonus Share Rights as provided under the Executive
Bonus Plan. Each grant of Performance Shares, Bonus Shares or Stock Payments
shall be evidenced by a Executive Agreement, which shall state the terms and
conditions of each as the Program Administrators, in their sole and absolute
discretion, deem are not inconsistent with the terms of the Executive Bonus
Plan.
Section 4. Performance Shares. Performance Shares shall become payable to a Plan
Participant based upon the achievement of specified Performance Objectives and
upon such other terms and conditions as the Program Administrators may determine
and specify in the Executive Agreement evidencing such Performance Shares. Each
grant shall satisfy the conditions for performance-based awards hereunder and
under the General Provisions of the Program. A grant may provide for the
forfeiture of Performance Shares in the event of termination of employment or
other events, subject to exceptions for death, disability, retirement or other
events, all as the Program Administrators may determine and specify in the
Executive Agreement for such grant. Payment may be made for the Performance
Shares at such time and in such form as the Program Administrators shall
determine and specify in the Executive Agreement and payment for any Performance
Shares may be made in full in cash or by certified cashier's check payable to
the order of the Company or, if permitted by the Program Administrators, by
shares of the Company's Common Stock or by the surrender of all or part of an
award, or in other property, rights or credits deemed acceptable by the Program
Administrators or, if permitted by the Program Administrators, by a combination
of the foregoing. If any portion of the purchase price is paid in shares of the
Company's Common Stock, those shares shall be tendered at eighty-five (85)
percent of their then Fair Market Value. Fair Market Value to be determined by
the average daily low bid of the preceding thirty days. Payment in shares of
Common Stock includes the automatic application of shares of Common Stock
received upon the exercise or settlement of Performance Shares or other option
or award to satisfy the exercise or settlement price.
Section 5. Stock Payments. The Program Administrators may grant Stock Payments
to a person eligible to receive the same as a bonus or additional compensation
or in lieu of the obligation of the Company or a subsidiary to pay cash
compensation under the compensatory arrangements, only with the election of the
eligible person. A Plan Participant shall have all the voting, dividend,
liquidation and other rights with respect to shares of Common Stock issued to
the Plan Participant as a Stock Payment upon the Plan Participant becoming
holder of record of such shares of Common Stock; provided, however, the Program
Administrators may impose such restrictions on the assignment or transfer of
such shares of Common Stock as they deem appropriate and as are evidenced in the
Executive Agreement for such Stock Payment. Such shares paid to participants
hereunder, shall be subject to any subsequent dividend, split or
re-capitalization.
Section 6. Bonus Rights. The Program Administrators may grant Bonus Rights in
tandem with the grant of all other registered plans. A Bonus Right granted in
tandem with another award may be evidenced by the agreement for such other
award; otherwise, a Bonus Right shall be evidenced by a separate Executive
Agreement. Payment may be made by the Company in cash or by shares of the
Company's Common Stock or by a combination of the foregoing, may be immediate or
deferred and may be subject to such employment, performance objectives or other
conditions as the Program Administrators may determine and specify in the
Executive Agreement for such Bonus Rights. The total payment subject to a Bonus
Right shall not exceed Thirty Five percent (35%) of the Executives or Key
Independent Contractors' annual salary.
Section 7. Compliance with Securities Laws. Securities shall not be issued with
respect to any award under the Executive Bonus Plan, unless the issuance and
delivery of the securities pursuant thereto shall comply with all applicable
provisions of foreign, state and federal law, including, without limitation, the
Securities Act of 1933, as amended, and the Exchange Act, and the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
upon which the securities may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such compliance. The
Program Administrators may also require a Plan Participant to furnish evidence
satisfactory to the Company, including a written and signed representation
letter and consent to be bound by any transfer restrictions imposed by law,
legend, condition, or otherwise, that the securities are being acquired only for
investment purposes and without any present intention to sell or distribute the
securities without registration in violation of any state or federal law, rule,
or regulation. Further, each Plan Participant shall consent to the imposition of
a legend on the securities subject to his or her award and the imposition of
stop-transfer instructions restricting their transferability as required by law
or by this Section 7.
Section 8. Continued Employment or Service. Each Plan Participant, if requested
by the Program Administrators, must agree in writing as a condition of receiving
his or her award, to remain in the employment of, or service to, the Company or
any of its subsidiaries following the date of the granting of that award for a
period specified by the Program Administrators. Nothing in this Executive Bonus
Plan in any award granted hereunder shall confer upon any Plan Participant any
right to continued employment by, or service to, the Company or any of its
subsidiaries, or limit in any way the right of the Company or any subsidiary at
any time to terminate or alter the terms of that employment or service
arrangement.
Section 9. Rights Upon Termination of Employment or Service. If a Plan
Participant under this Executive Bonus Plan ceases to be employed by, or provide
service to, the Company or any of its subsidiaries for any reason his or her
award shall immediately terminate.
d) E-NET FINANCIAL.COM CORPORATION
EXECUTIVE STOCK BONUS OPTION PLAN AGREEMENT
(Executive Agreement)
(GRANT OF BONUS OPTION)
Date of Grant: ____________________, ____
THIS GRANT, dated as of the date of grant first stated above (the "Date of
Grant") , is delivered by e-Net Financial.Com Corporation, a Nevada corporation
(the "Company"), to ____________________ (the "Optionee"), who is an Executive
or Key Independent Contractor of the Company or one of its subsidiaries (the
Optionee's employer is sometimes referred to herein as the "Employer").
WHEREAS, the Board of Directors of the Company (the "Board") on February 15,2000
adopted the e-Net Financial.Com Corporation, Executive Stock Bonus Option Plan
(the " Executive Bonus Plan");
WHEREAS, the Executive Bonus Plan provides for the granting of Bonus stock
options by the Board or Program Administrators to employees or key Independent
Contractors of the Company or any subsidiary of the Company to exercise certain
rights with respect to, shares of the Common Stock of the Company, no par value
(the "Stock"), in accordance with the terms and provisions thereof; and
WHEREAS, the Program Administrators consider the Optionee to be a person who is
eligible for a grant of bonus stock options under the Executive Bonus Plan, and
have determined that it would be in the best interest of the Company to grant
the bonus stock options documented herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree
as follows:
1. Grant of Option.
Subject to the terms and conditions hereinafter set forth, the Company, with the
approval and at the direction of the Program Administrators, hereby grants to
the Optionee, as of the Date of Grant, an option to receive a number of shares
(not to exceed 35% of total annual income earned) of Stock at a price of $1.00
per share, on the date of Grant. Such option is hereinafter referred to as the
"Option" and the amount of shares of stock shall be determined by the Executive
Bonus Plan administrators base on the annual performance of the Optionee
hereinafter sometimes referred to as the "Bonus Shares."
3. Termination of Option.
(a) Subject to the other provisions of this Grant, the Option and all rights
hereunder with respect thereto, to the extent such rights shall not have been
exercised, shall terminate and become null and void after the expiration of five
years from the Date of Grant (the "Option Term").
(b) Notwithstanding anything else to the contrary contained herein, upon the
occurrence of the Optionee ceasing for any reason to be employed by the Employer
(such occurrence being a "termination of the Optionee's employment"), the
Option, to the extent not previously exercised, shall terminate and become null
and void within thirty (30) days after the date of such termination of the
Optionee's employment, except (1) in the event employment is terminated for
cause as defined by applicable law, in which case Optionee's Option shall
terminate and become null and void immediately or (2) in a case where the
Program Administrators may otherwise determine in their sole and absolute
discretion for up to ninety (90) days following the termination of employment.
Upon a termination of the Optionee's employment by reason of disability or
death, the Option may be exercised.
4. Exercise of Option.
(a) The Optionee may exercise the option with respect to all or any part of the
number of Option Shares then exercisable hereunder by giving the Secretary of
the Company written notice of intent to exercise. The notice of exercise shall
specify the number of Option Shares as to which the Option is to be exercised
against bonus compensation, and the date of exercise thereof.
(b) On the exercise date specified in the Optionee's notice or as soon
thereafter as is practicable, the Company shall cause to be delivered to the
Optionee, a certificate or certificates for the Option Shares then being
purchased. The obligation of the Company to deliver Stock shall, however, be
subject to the condition that if at any time the Program Administrators shall
determine in their discretion that the listing, registration or qualification of
the Option or the Option Shares upon any securities exchange or under any state
or federal law, or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition of, or in connection with, the Option
or the issuance or purchase of Stock thereunder, the Option may not be exercised
in whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Program Administrators.
5. Adjustment of and Changes in Stock of the Company.
In the event of a reorganization, recapitalization, change of shares, stock
split, spin-off, stock dividend, reclassification, subdivision or combination of
shares, merger, consolidation, rights offering, or any other change in the
corporate structure or shares of capital stock of the Company, the Program
Administrators shall make such adjustment as may be required under the
applicable reorganization agreement in the number and kind of shares of Stock
subject to the Option or in the option price; provided, however, that no such
adjustment shall give the Optionee any additional benefits under the Option
prior to the issuance of shares thereunder. If there is no provision for the
treatment of the Option under an applicable reorganization agreement, the Option
may terminate on a date determined by the Program Administrators following at
least 30 days written notice to the Optionee.
6. No Rights of Stockholders.
Neither the Optionee nor any personal representative shall be, or shall have any
of the rights and privileges of, a stockholder of the Company with respect to
any shares of Stock purchasable or issuable upon the exercise of the Option, in
whole or in part, prior to the date of exercise of the Option.
7. Non-Transferability of Option.
During the Optionee's lifetime, the Option hereunder shall be exercisable only
by the Optionee or any guardian or legal representative of the Optionee, and the
Option shall not be transferable except, in case of the death of the Optionee,
by will or the laws of descent and distribution, nor shall the Option be subject
to attachment, execution or other similar process. In the event of (a) any
attempt by the Optionee to alienate, assign, pledge, hypothecate or otherwise
dispose of the option, except as provided for herein, or (b) the levy of any
attachment, execution or similar process upon the rights or interest hereby
conferred, the Company may terminate the Option by notice to the Optionee and it
shall thereupon become null and void.
8. Restriction on Exercise.
The Option may not be exercised if the issuance of the Option Shares upon such
exercise would constitute a violation of any applicable federal or State
securities or other law or valid regulation. As a condition to the exercise of
the Option, the Company may require the Optionee exercising the Option to make
any representation or warranty to the Company as may be required by any
applicable law or regulation and, specifically, may require the Optionee to
provide evidence satisfactory to the Company that the Option Shares are being
acquired only for investment purposes and without any present intention to sell
or distribute the shares without registration in violation of any federal or
State securities or other law or valid regulation.
9. Employment Not Affected.
The granting of the Option or its exercise shall not be construed as granting to
the Optionee any right with respect to continuance of employment of the
Employer. Except as may otherwise be limited by a written agreement between the
Employer and the Optionee, the right of the Employer to terminate at will the
Optionee's employment with it at any time (whether by dismissal, discharge,
retirement or otherwise) is specifically reserved by the Company, as the
Employer or on behalf of the Employer (whichever the case may be), and
acknowledged by the Optionee.
10. Amendment of Option.
The Option may be amended by the Program Administrators at any time (i) if the
Program Administrators determine, in their sole and absolute discretion, that
amendment is necessary or advisable in the light of any addition to or change in
the Internal Revenue Code of 1986 or in the regulations issued thereunder, or
any federal or state securities law or other law or regulation, which change
occurs after the Date of Grant and by its terms applies to the Option; or (ii)
other than in the circumstances described in clause (i), with the consent of the
Optionee.
11. Notice.
All notices, requests, demands, and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally or
by certified mail, return receipt requested, as follows:
To Company: e-Net Financial.Com Corporation
2102 Business Center Dr 115E
Irvine, Ca 92612
To Optionee:
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12. Incorporation of Executive Stock Option Bonus Plan by Reference.
The Option is granted pursuant to the terms of the Executive Bonus Plan, the
terms of which are incorporated herein by reference, and the Option shall in all
respects be interpreted in accordance with, and shall be subject to, the
Executive Bonus Plan. The Program Administrators shall interpret and construe
the Executive Bonus Plan and this instrument, and its interpretations and
determinations shall be conclusive and binding on the parties hereto and any
other person claiming an interest hereunder, with respect to any issue arising
hereunder or thereunder.
13. Governing Law.
The validity, construction, interpretation and effect of this instrument shall
exclusively be governed by and determined in accordance with the law of the
State of Nevada, except to the extent preempted by federal law, which shall to
the extent govern.
In Witness Whereof, the Company has caused its duly authorized officers to
execute this Executive Stock Bonus Option Plan Agreement, and to apply the
corporate seal hereto, and the Optionee has placed his or her signature hereon,
effective as of the Date of Grant.
This agreement may be executed in counterpart.
e-Net Financial.Com Corporation
a Nevada Corporation
By:
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Michael Roth -President
ACCEPTED AND AGREED TO:
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[Optionee]