-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T0EiJdwjVDT6W38pvMX02UUSRxy/VRMSyursb6yOVcWo61bug/vXK9JKxrybxU1t KefX+Unhws0H3CJK3/yAPg== 0001014897-08-000158.txt : 20081208 0001014897-08-000158.hdr.sgml : 20081208 20081208100628 ACCESSION NUMBER: 0001014897-08-000158 CONFORMED SUBMISSION TYPE: PRER14A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20081208 DATE AS OF CHANGE: 20081208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED ID CORP CENTRAL INDEX KEY: 0001005356 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 460439668 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PRER14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-24965 FILM NUMBER: 081234728 BUSINESS ADDRESS: STREET 1: 4500 - 5TH STREET NE STREET 2: #200 BAY 6 CITY: CALGARY STATE: A0 ZIP: T2E 7C3 BUSINESS PHONE: 403-264-6300 MAIL ADDRESS: STREET 1: 4500 - 5TH STREET NE STREET 2: #200 BAY 6 CITY: CALGARY STATE: A0 ZIP: T2E 7C3 FORMER COMPANY: FORMER CONFORMED NAME: USA SUNRISE BEVERAGES INC DATE OF NAME CHANGE: 19980929 PRER14A 1 advancedidproxyam1.txt AMENDMENT 1 TO PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant [x] Filed by a Party other than the Registrant [ ] Check the appropriate box: [x] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission only [as permitted by Rule 14a-6(e)(2)] [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) ADVANCED ID CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [x] No Fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1)Title of each class of securities to which transaction applies: 2)Aggregate number of securities to which transaction applies: 3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4)Proposed maximum aggregate value of transaction: 5)Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: 1 PRELIMINARY COPY - - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY ADVANCED ID CORPORATION 4500 - 5th Street NE #200 Bay 6 Calgary, Alberta, Canada T2E 7C3 (403) 264-6300 To the Shareholders of Advanced ID Corporation: We are pleased to invite you to attend a special meeting of the shareholders (the "Shareholders Meeting" of Advanced ID Corporation, a Nevada corporation, which will be held at 9:30 a.m. on ____________ at the offices of Advanced ID Corporation, 4500 - 5th Street NE, #200 Bay 6, Calgary, Alberta, Canada T2E 7C3 to consider and vote upon the election of directors, approval of an increase in the authorized common stock, approval of the expansion of the number of directors and approval of the 2008 Stock Awards Plan. Advanced ID's Board of Directors has fixed the close of business on __________________ as the record date (the "Record Date") for a determination of shareholders entitled to notice of, and to vote at, the Shareholders Meeting or any adjournment thereof. If You Plan to Attend Please note that space limitations make it necessary to limit attendance to shareholders. Registration and seating will begin at 9:00 a.m. Shares of common stock can be voted at the Shareholders Meeting only if the holder is present in person or by valid proxy. Shareholders holding stock in brokerage accounts ("Street Name") will need to bring a copy of a brokerage statement reflecting stock ownership as of the Record Date in order to attend the meeting; however, Street Name shareholders may only vote by proxy because they are not shareholders of record. Cameras, recording devices and other electronic devices will not be permitted at the meeting. If you do not plan on attending the meeting or your shares are in Street Name, please vote, date and sign the enclosed proxy and return it in the business envelope provided. Your vote is very important. By the Order of the Board of Directors /s/Seymour Kazimirski - ------------------------------------ Seymour Kazimirski Chairman of the Board Whether or not you expect to attend in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares by signing, dating and returning the enclosed proxy card will save Advanced ID the expenses and extra work of additional 2 PRELIMINARY COPY - - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today! 3 PRELIMINARY COPY - - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY Summary Term Sheet This summary term sheet, together with the question and answer section that follows, highlights selected information from this Proxy Statement about the acquisition of Shenzhen DDCT Technology CO., LTD. Neither this summary nor the discussion under the proposal below contains all of the information that is important to you. You should carefully read the acquisition agreement to fully understand the transaction. The acquisition agreement is attached as Exhibit A. We encourage you to read the acquisition agreement, as it is the principal document that governs the acquisition of Shenzhen DDCT Technology CO., LTD. Reasons for the acquisition agreement - To jointly promote the development of the radio frequency identification ("RFID") industry; and - To jointly develop the Chinese mainland and overseas markets for RFID. Parties to the acquisition agreement Advanced ID Corporation, a Nevada corporation Shenzhen DDCT Technology Co., Ltd., an entity organized in the People's Republic of China Assets to be Sold and Liabilities to be Assumed - DDCT will transfer all of its assets to Advanced ID; - Advanced ID will not assume any of the liabilities of DDCT; Terms of the Acquisition Agreement In the acquisition agreement, we make certain representations and warranties and have agreed to certain covenants, and other provisions. - We will set up a wholly owned Chinese company, Advanced ID Communication Technology (Shenzhen) Company Limited ("AICT"); - AICT will acquire all of the assets of DDCT; - All future domestic contracts will be entered into by AICT; and - All existing domestic contracts of DDCT will be transferred to AICT. Advanced ID will commit to provide $5 million in working capital over a period of two years. The first $30,000 was paid to DDCT in September 2008 and will be repaid to Advanced ID if the proposed transaction is not completed. Two of our directors will be nominated by DDCT. In addition to one other nominee, Siyou Su, the Chairman of the board of DDCT shall be nominated and serve as vice chairman of the board of Advanced ID. In addition, a total of 42,681,938 common shares will be reserved for issuance by Advanced ID to the existing shareholders of DDCT in the following amounts. 4 PRELIMINARY COPY - - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY - 16,005,727 common shares to be issued upon completion of the proposed transaction - 21,340,969 common shares to be issued upon reaching yet to be determined performance objectives, and - 5,335,242 common shares to be issued upon reaching certain yet to be determined extraordinary revenue targets in the second year after the completion of the proposed transaction If all of the above common shares are issued, they would represent approximately % of the issued and outstanding common shares of Advanced ID. You are encouraged to carefully read the acquisition agreement, a copy of which is attached as Exhibit A to this Proxy Statement. Voting Required Approval of the increase in the authorized common shares of Advanced ID and approval of the increase in the number of directors requires the affirmative vote of the holders of a majority of the shares of common stock outstanding at the close of business on the record date of Answers to Questions that You May Have Why Did You Send Me this Information? We sent you this Proxy Statement and the enclosed proxy card because the Board of Directors of Advanced ID Corporation is soliciting your proxy to vote at the 2008 Annual Meeting of Stockholders. This Proxy Statement summarizes the information you need to vote on at the Annual Meeting. However, you do not need to attend the Annual Meeting to vote your shares; you may simply complete, sign, and return the enclosed proxy card to Advanced ID. How Many Votes do I Have? Each share of Advanced ID common stock that you own entitles you to one vote. The proxy card indicates the number of shares of Advanced ID common stock that you own. As of , the record date for the Annual Meeting, there was 73,499,897 shares of Advanced ID common stock outstanding and entitled to vote, held by approximately 1,819 persons. How Do I Vote the Proxy? Whether you attend the Annual Meeting in person or not, we urge you to complete, sign and date the enclosed proxy card and return it promptly. Returning the card will not affect your right to attend the Meeting and vote. If you properly fill in your proxy and ensure it is received by us on or before the meeting date of ______________________ (indicated on the voting card) to vote, your "proxy" (Daniel Finch, President and CEO of 5 PRELIMINARY COPY - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY Advanced ID Corporation) will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will vote your shares as recommended by the Board. With respect to each matter to be acted upon at the meeting, abstentions on properly executed proxy cards will be counted for determining a quorum at the meeting; however, such abstentions and shares not voted by brokers and other entities holding shares on behalf of beneficial owners will not be counted in calculating voting results on those matters for which the shareholder has abstained or the broker has not voted. May I Revoke My Proxy? If you give a proxy, you may revoke it at any time before it is exercised. You may revoke your proxy in any one of the following three ways: - You may notify Advanced ID's Secretary in writing at any time prior to the Annual Meeting that you have revoked your proxy. No specific revocation form is required. - You may submit a later dated proxy before the Annual Meeting. - You may vote in person at the Annual Meeting. Send all written notice or later dated proxies to: Advanced ID Corporation 4500 - 5th Street NE #200 Bay 6 Calgary, Alberta, Canada T2E 7C3 How Do I Vote in Person? If you plan to attend the Annual Meeting and vote in person, we will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial owner of the shares on October 15, 2008, the record date for the Annual Meeting. What happens if I sell my shares before the Annual Meeting? If you held your shares on the record date for the Annual Meeting but have transferred those shares after the record date and before the Annual Meeting, you will retain your right to vote at the Annual Meeting. 6 PRELIMINARY COPY - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY What Proposals Require a Vote? Proposal 1: Re-Election of Directors. Four nominees have been nominated for re-election as Directors and one nominee has been nominated for election as a Director. If you do not vote for a particular nominee, your vote will not count either "For" or "Against" the nominee. Proposal 2 Amendment and restatement of the Articles of Incorporation to increase the authorized common shares in a form attached as Exhibit B hereto. The Articles of Incorporation will be amended to increase the authorized common stock from 100,000,000 to 250,000,000. Proposal 3. Amendment and restatement of the Articles of Incorporation to increase the number of directors in a form attached as Exhibit B hereto. The Articles of Incorporation will be amended to increase the number of directors from five (5) to seven (7). Proposal 4. Approval of the 2008 Stock Award Plan in the form attached as Exhibit C hereto; Is Voting Confidential? We keep all the proxies, ballots, and voting tabulations private as a matter of practice. We will not disclose your vote to management unless it is necessary to meet legal requirements. We will, however, forward to management any written comments you make, on the proxy or elsewhere. What Are the Costs of Soliciting these Proxies? Advanced ID will pay the costs of soliciting these proxies. In addition to mailing proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other electronic means of communication. We will also ask banks, brokers and other institutions, nominees and fiduciaries to forward proxy material to their principals and to obtain the authority to execute proxies. What is the "householding" of annual disclosure documents? The Securities and Exchange Commission has adopted rules governing the deliver of annual disclosure documents that permit us to send a single set of our annual report and proxy statement to any household at which two or more stockholders reside if we believe that the stockholders are members of the same family. This rule benefits both stockholders and us by reducing the volume of duplicate information received and our expenses. Each stockholder will continue to receive a separate proxy card. If your household received a single set of disclosure documents for this year, but you would prefer to receive 7 PRELIMINARY COPY - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY your own copy, or if you share an address with another stockholder and together both of you wish to receive only a single set of our annual disclosure documents, please contact us. Our 2007 annual report, including financial statements for the fiscal year ended December 31, 2007, accompany the proxy solicitation materials. The annual report, however, is not part of the proxy solicitation materials. SECURITY OWNERSHIP The following table sets forth the number of shares of Advanced ID's voting stock beneficially owned as of the date of this Proxy Statement by (i) those persons known by Advanced ID to be owners of more than 5% of its common stock, (ii) each director of Advanced ID, (iii) our named executive officers, and (iv) all executive officers and directors of Advanced ID as a group; As of the record date, there were 73,499,897 shares outstanding. Beneficial Ownership Name and Address of Beneficial Owner(1) Shares (2) Percentage - ------------------------------------------------------------------------ Seymour Kazimirski 4,775,457 6.44% Dan Finch 520,102 .74% Hubert Meier 1,080,490 1.54% Terry Fields 778,353 1.11% Sudeep Bhargava 255,381 .36% Heritage Ventures Ltd. 9,403,540 14.48% All Executive Officers and Directors as a group (five) 7,929,885 11.28%
1. "Beneficial Ownership" is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. For example, you "beneficially" own Advanced ID common stock not only if you hold it directly, but also if you indirectly (through a relationship, a position as a director or trustee, or a contract or understanding), have (or share) the power to vote the stock, or to sell it, or you have the right to acquire it within 60 days. 8 PRELIMINARY COPY - - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY Proposal 1: Re-Election of Directors Our board of directors currently consists of five members, with the directors serving for terms of one year and until their successors are duly elected and qualified. The proposed transaction with DDCT will require seven members. The board has nominated four individuals for re-election to the Board at the annual meeting and one individual for election to the Board at the annual meeting. We know of no reason why any nominee may be unable to serve as director. If any nominee is unable to serve, your proxy vote for another nominee may be proposed by the board, or the board may reduce the number of directors to be elected, but the number of Directors may not drop to less than three. If any director resigns, dies or otherwise is unable to serve out his term, the board may fill the vacancy until the next annual meeting. The board of directors unanimously recommends a vote FOR the re- election of the directors. Proxies solicited by management will be so voted unless stockholders specify otherwise. The affirmative vote of the holders of a majority of the outstanding shares of our common stock is necessary to re-elect the directors. NOMINEES The following biographical descriptions set forth certain information about the four nominees for re-election as directors and the one nominee for election as director at the annual meeting based upon information furnished to us by each nominee. Nominees for Re-Election Daniel Finch, Director, CEO and President. Age 65. Daniel W. Finch is the President and CEO of Advanced ID and its subsidiaries AVID Canada (Canada based) and Pneu-Logic (UK based), all technology companies focused on companion animal recovery, tire RFID tags, tire inspection tools, livestock tagging/tracing and universal UHF RFID readers. Prior to Advanced ID, Mr. Finch owned and managed a Management Recruiters staffing operation in Dallas, Texas for 6 years, specializing in Telecom placements. Mr. Finch started his career in the Bell System and worked in California, Illinois, New York and North Carolina over the next 14 years. He managed engineering, purchasing, legal, manufacturing and personnel organizations during that period. Mr. Finch then helped found Chicago based Westell, a pioneer in the development of DSL, and was its first President for seven years. The company was subsequently listed on NASDAQ. 9 PRELIMINARY COPY - - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY Mr. Finch holds a BS in Physics from the Indiana Institute of Technology and a 1969 MBA in Economics and Corporate Finance from the University of Chicago. Seymour Kazimirski, Director. Age 61. Director since October 2002. In 1995, Mr. Kazimirski established Hawaii Pet Care Alliance and Universal Pet Care, both of which are involved in radio frequency identification for companion animals, and where he continues to serve as President for both entities. From 1995 to 1998, Mr. Kazimirski consulted to AVID Inc., a manufacturer of radio frequency identification microchips and readers. In 1993, Mr. Kazimirski established Global Consulting that houses his consulting operations that specializes in finance, administration and marketing. From 1980 to 1993, Mr. Kazimirski established Florexotica Inc. where he was involved in the import/export of Asian products. Hubert Meier, Director. Age 61. Director since February 2003. Mr. Meier is a graduate of electronic engineering at Oskar von Miller Polytech in Munich. Mr. Meier has been operating his own consultancy firm specializing in radio frequency identification technology since May 2002. Prior to this Mr. Meier was with Hana Technologies Hong Kong from 1997 to 2002 where he served as CEO, Managing Director and Board member. From 1993 to 1997, Mr. Meier served as the Vice President Sales, Managing Director and Board member of Temic Hong Kong. From 1978 to 1993, Mr. Meier was with Eurosil where he served as Sales Director, Managing Director and Board member. Terry Fields, Director. Age 65. Director since July 2005. Mr. Fields practiced law in California for over thirty-three years, initially in litigation, but ultimately concentrating in corporate and business law. Mr. Fields has been a director of twelve public corporations over the last twenty years and President of six of those, equally distributed between U.S. and Canada. Mr. Fields has extensive business experience, especially with public corporation and their securities, as well as mergers and acquisitions. Mr. Fields has strong ties with the financial communities, both domestic and international, having lived in Europe for five years. At present, Mr. Fields is president and director of Sunburst Acquisitions IV, Bishop Resources, Inc. and Visual Statement, Inc., a private Canadian corporation. Nominee for Election Su Siyou. Age 44. For over the past five years, Mr. Su has been a senior engineer, president and general manager of Shenzhen DDCT Technology Co., Ltd. located in Shenzhen China. He worked in Zi'an Satellite Control Center and Shenzhen Guoren Communications. Throughout his career, he has worked as a business director, project director, office director, departmental manager, business manager, vice general manager, general manager, etc. Mr. Su has accumulated experience in marketing, project planning, organizing and enterprise management and planning. 10 PRELIMINARY COPY - - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY The board of directors unanimously recommends a vote FOR the Re- Election of Messrs. Finch, Kazmirski, Meier and Fields and For the Election of Mr. Siyou. Proxies solicited by management will be so voted unless stockholders specify otherwise. The affirmative vote of the holders of a majority of the outstanding shares of Advanced ID's common stock is necessary to re-appoint the directors. Proposal 2 Increasing the Authorized Common Stock The existing Articles of Incorporation authorize the issuance of up to 100,000,000 shares of common stock. The amended and restated articles would increase the number of authorized shares of Common Stock to 250,000,000 common shares. The proposed transaction with DDCT will result in the issuance of up to and additional 42,681,938 common shares. The board of directors also believes that it is desirable to have additional authorized shares of common stock available for possible future financings, acquisition transactions and other general corporate purposes. Having such additional authorized common shares available for issuance in the future will give Advanced ID greater flexibility and may allow such shares to be issued without the expense and delay of a special shareholders meeting. Although such issuances of additional shares in respect of future acquisitions and financings would dilute existing shareholders, management believes it can attract and execute such transactions that would increase the value of Advanced ID to its shareholders. Other than the proposed transaction with DDCT, management has no present intention of causing Advanced ID to issue any common shares or to enter into any merger or acquisition transaction or other business combination. The board of directors is required by Nevada law to make any determination to issue common shares based on its judgment as to the best interests of the shareholders and Advanced ID. The board of directors could issue common shares (within the limit imposed by applicable law) that could, depending on the terms of such series, make more difficult or discourage an attempt to obtain control of Advanced ID by means of an acquisition, tender offer, proxy contest or other hostile means. When, in the judgment of the board of directors, such action would be in the best interest of the shareholders and Advanced ID, such shares could be used to create voting or other impediments or to discourage persons seeking to gain control of Advanced ID. Such shares could be privately placed with purchasers favorable to the board of directors in opposing such action. In addition, the board of directors could authorize holders of common stock to vote as separate classes on any merger, sale or exchange of assets by Advanced ID or any other extraordinary corporate transaction. The existence of the additional authorized shares could have the effect of discouraging unsolicited takeover attempts. The issuance of new shares also could 11 PRELIMINARY COPY - - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY be used to dilute the stock ownership of a person or entity seeking to obtain unsolicited or unwelcome control of Advanced ID should the board of directors consider the action of such entity or person not to be in the best interests of the shareholders and Advanced ID. The authorization of additional common shares of Advanced ID will not by itself have an effect on the rights of the holders of existing common stock. However, any issuance of additional common shares could affect the existing holders of common shares by diluting the per share earnings and voting power of the common shares. While Advanced ID may consider effecting an equity offering of its common shares in the proximate future for purposes of raising additional working capital or otherwise, Advanced ID, as of this date, has no agreements or understandings with any third party to effect any such offering, to purchase any shares offered in connection therewith, or to vote any such shares, and no assurances are given that any offering can or will, in fact, be effected. The board of directors does not anticipate that the approval of the shareholders of Advanced ID will be solicited for any future issuances of any of the additional authorized shares, unless such solicitation is otherwise required by law. The board of directors unanimously recommends a vote FOR the amendment and restatement to the Articles of Incorporation to increase the authorized common shares. Proxies solicited by management will be so voted unless stockholders specify otherwise. The affirmative vote of the holders of a majority of the outstanding shares of Advanced ID's common shares is necessary to approve the increase in the authorized common shares. Proposal 3 Approval of Increase in Number of Directors Advanced ID is asking its shareholders to approve an increase in the number of directors on its board of directors as required by the proposed transaction with DDCT. Advanced ID's bylaws sets the number of directors at five. As contemplated in the proposed acquisition of Shenzhen DDCT Technology CO., LTD, Mr. Siyou Su has been nominated by DDCT and up for election to our board of directors and one other nominee of DDCT will be nominated by DDCT for appointment to our board of directors and then subsequent election at the next Annual Meeting. As a result, Advanced Id will have six directors. As a result, Advanced ID is asking shareholders to approve an increase in the number of its directors from five, which is the current number, to seven, in order to permit the appointment and subsequent election of 12 PRELIMINARY COPY - - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY the two individuals to be proposed by DDCT and the possible appointment of an additional independent director. Following such approval, the board will amend the Bylaws to reflect the increased number of directors. The board of directors recommends that shareholders vote FOR approval of the increase in the number of directors to seven. Proxies solicited by management will be so voted unless stockholders specify otherwise. The affirmative vote of the holders of a majority of the outstanding shares of Advanced ID's common stock is necessary to increase the number of directors. Proposal 4 Approval of 2008 Stock Award Plan General The Advanced ID Corporation 2008 Stock Awards Plan will enable Advanced ID attract, retain and motivate employees, directors and affiliated individuals and to provide stock ownership by these persons. Additionally, the Plan will provide these persons additional incentive and reward opportunities to enhance the profitable growth and increase stockholder value. Accordingly, the Plan provides for granting Incentive Stock Options, Options that do not constitute Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Phantom Stock Awards, or any combination of the foregoing. Effective Date and Term The Plan was originally adopted by the board of directors on May 1, 2008. The Plan must be approved by the stockholders of Advanced ID within twelve months after adoption by the board of directors. No awards may be granted under the Plan on or after May 1, 2018. The Plan shall remain in effect until all awards have been satisfied or expired. Shares Subject to the Plan The Stock Awards Plan currently authorizes the issuance of up to 5,000,000 common shares. If any stock right granted under the Stock Award Plan terminates, expires or is surrendered, new stock rights may thereafter be granted covering such common shares. Eligibility Awards may be granted only to persons who, at the time of grant, are employees, members of the Board or persons affiliated with the Company or any of its Affiliates. 13 PRELIMINARY COPY - - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY Award Requirements The Plan sets out the period, criteria and payment of each type of award. The board of directors recommends that shareholders vote FOR approval of the 2008 Stock Awards Plan. Proxies solicited by management will be so voted unless stockholders specify otherwise. The affirmative vote of the holders of a majority of the outstanding shares of Advanced ID's common stock is necessary to approve the 2008 Stock Awards Plan. Management The current directors and executive officers are as follows: NAME AND ADDRESS AGE POSITIONS HELD SINCE Daniel Finch, Calgary, Alberta 65 President & CEO Sept/2005 Director, Apr/2006 Seymour Kazimirski, Honolulu, Hawaii 61 Director Oct/2002 Hubert Meier, Kowloon, Hong Kong 61 Director Feb/2003 Terry Fields, Honolulu, Hawaii 65 Director July/2005 Sudeep Bhargava, Calgary, Alberta 52 COO/V.P. of Operations Jan/2007 Interim CFO Aug/2007
The biographies of the above individuals nominated for election to the board at the annual neeting are contained in the section of this Proxy Statement entitled "Proposal One - Re-Election of Directors." Sudeep Bhargava - COO, Interim CFO, V.P. of Operations. Mr. Bhargava has over 27 years of management experience in hospitality industry and in non-profit sector, and lately in the pet industry at the Calgary Humane Society as the General Manager of Finance & Operations for over eight years. Mr. Bhargava has a Bachelor of Commerce degree from Agra University, Agra, India in 1977. Later in 1994, he earned the accounting designation of Certified Management Account in Regina Saskatchewan, Canada. Currently Mr. Bhargava is a member of CAM Alberta, a professional association for management accountants. He has contributed numerous hours of his time for several years to many volunteer organizations in Regina and Calgary and continues to do so in Calgary. Duties of the Board of Directors The board of directors oversees the business and affairs of Advanced ID and monitors the performance of management. In accordance with corporate governance principles, the board does not involve itself in Advanced ID's day-to-day operations. As an early stage company, we have not yet established standing audit, nominating and compensation committees. Currently, the board of directors collectively oversees director nominees, audit and compensation matters. 14 PRELIMINARY COPY - - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY Currently, we are also without a policy that allows security holders to recommend directors, sending communications to the board, and board attendance at annual meetings. It is the opinion of the board that any input regarding communications, recommending directors or other matters is welcomed from security holders and will be reviewed by board members at the next meeting. During fiscal 2007, the board held one regularly scheduled meeting and four special meetings. Currently, the board performs the functions of a nominating committee and is responsible for identifying one or more candidates to serve on the board, investigating each candidate, evaluating his or her suitability for service on the board and nominating a candidate for the board. The board is authorized to use any methods it deems appropriate for identifying candidates for board membership, including recommendations from current board members and is open to recommendations from stockholders. The board may consider engaging outside search firms to identify suitable candidates if necessary. The board is also authorized to engage in whatever investigation and evaluation processes it deems appropriate, including a thorough review of the candidate's background, characteristics, qualities and qualifications and personal interviews with the Board as a whole or individual members of the board. In formulating its recommendation, the board will consider not only the findings and conclusions of its investigation and evaluation process, but also the current composition of the board; the attributes and qualifications of serving board members; additional attributes, capabilities or qualifications that should be represented on the Board; and whether the candidate could provide those additional attributes, capabilities or qualifications. The board will not recommend any candidate unless that candidate has indicated a willingness to serve as a director and has agreed to comply, if elected, with the expectations and requirements of board service. It is the intent of the board of directors to establish all requisite committees, charters and policies in due course. There are no family relationships between our officers and directors. Compensation of the Board of Directors and Executive Officers To date we have not compensated our Directors with payments of fees with the exception of awarding stock options and restricted stock for their services as a director. 15 PRELIMINARY COPY - - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY Option/SAR Grants in Last Fiscal Year (a) (b) (c) (d) (e) Number of Securities Value of Underlying Unexercised Unexercised In-the-Money Options/SARs Options/SARs FY-End(#) FY-End($) Shares Acquired Exercisable/ Exercisable/ Name on Exercise(#) Value Realized($) Unexercisable Unexercisable - -------------------------------------------------------------------------------------- Daniel Finch - - 500,000/500,000 $77,500 Seymour Kazimirski 150,000 $ 15,000 200,000/200,000 $ 0 Hubert Meier 150,000 $ 15,000 200,000/200,000 $ 0 Terry Fields 0 0 0/0 $ 0 Sudeep Bhargava 0 0 0/0 $ 0
Option/SAR Grants in Last Three Fiscal Years Individual Grants - --------------------------------------------------------------------------------- (a) (b) (c) (d) (e) Number of Securities % of Total Underlying Options/SARs Options/ Granted to SARs Employees in Exercise or Base Expiration Name Granted(#) Fiscal Year Price ($/Sh) Date Daniel Finch 200,000 12.9% $0.50/share Apr. 24, 2011 Daniel Finch 1,000,000 52.6% $0.20/share May 7, 2012 Daniel Finch 200,000 10.5% $0.40/share May 7, 2012 Daniel Finch 500,000 25.0% $0.30/share June 24, 2013 Seymour Kazimirski 200,000 12.9% $0.50/share Apr. 24, 2011 Seymour Kazimirski 200,000 19.5% $0.40/share May 7, 2012 Seymour Kazimirski 500,000 25.0% $0.30/share June 24, 2013 Hubert Meier 200,000 12.9% $0.50/share Apr. 24, 2011 Hubert Meier 200,000 19.5% $0.40/share May 7, 2012 Hubert Meier 500,000 25.0% $0.30/share June 24, 2013 Terry Fields 200,000 12.9% $0.50/share Apr. 24, 2011 Terry Fields 200,000 11.1% $0.40/share May 7, 2012 Terry Fields 500,000 25.0% $0.30/share June 24, 2013 Sudeep Bhargava 50,000 2.6% $0/40/share May 7, 2012
(1)All of the above options/SARs granted were exercisable based on 50% of such options exercisable after the first anniversary date in which they were awarded with the balance exercisable after the second anniversary date. 15 PRELIMINARY COPY - - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY We do not have any standard arrangements by which directors are compensated for any services provided as a director. No cash has been paid to the directors in their capacity as such. Executive Officers' Compensation The following table shows salaries paid during the last three years to our executive officers: - -------------------------------------------------------------------------------------------------------------------+ SUMMARY COMPENSATION TABLE +---------------------------------------------------------------- -------------------------------------------------+ | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | +-----------+-- -----+---------+-------+---------+---------+----------------+------------ +--------------|---------| | | | | | | | | | | |Nonqualified | | | | | | | | | | Non-Equity | Deferred | | | |Name and | | | | Stock | Options | Incentive Plan |Compensation | All Other | | |Principal | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | TotaL | |Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | +-----------+----------+-------+-------+----- ---+---------+----------- ----+--------- -+--------------+---------| |Daniel | 2007 |$103,620 | - | - | - | - | - | - | 103,620 | |Finch, | 2006 |$103,620 | - | - | - | - | - | - | 103,620 | |CEO | 2005 |$ 94,200 | - | - | - | - | - | - | 94,200 | +-----------+--------+---------+-------+-------------------+----------------+--------------+--------- -+---------+ |Sudeep | 2007 |$ 85,000 | - | - | - | - | - | - | 85,000 | |Bhargava, | 2006 | n/a | - | - | - | - | - | - | -| |CFO | 2005 | n/a | - | - | - | - | - | - | -| +-----------+--------+---------+-------+---------+---------+----------------+--------------+-------------+---------|
Please refer to the above discussion of Compensation of the Board of Directors beginning on page 4 for details regarding option/SAR grants. We may elect to award a cash bonus to key employees, directors, officers and consultants based on meeting individual and corporate planned objectives. On September 15, 2005, Advanced ID entered into an employment agreement with Dan Finch, as Advanced ID's CEO and president for an annual salary of $94,200. In addition to his salary, Mr. Finch received a one-time payment of $5,000 for moving expenses and received 1,000,000 options that vested in 2007. Certain Relationships and Related Transactions Mr. Kazimirski provides consulting services to Advanced ID for the purposes of assisting with product and market development. Mr. Kazimirski provides services on an as-needed basis for the hourly rate of $175. A total of $126,283 and $105,315 in consulting fees were paid or accrued to Mr. Kazimirski in fiscal 2007 and 2006, respectively. Mr. Meier provides consulting services to Advanced ID for the purposes of assisting with product and supplier development. Mr. Meier provides services on an as-needed basis for the hourly rate of $175. A total of $20,200 and $31,712 in consulting fees were paid or accrued to Mr. Meier in fiscal 2007 and 2006, respectively. 17 PRELIMINARY COPY - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY Mr. Fields provides consulting services to Advanced ID for the purposes of assisting with investor relations and stock development. Mr. Fields provided services on an as-needed basis for the hourly rate of $175. A total of $141,815 and $21,000 in consulting fees were paid to Mr. Fields or accrued in fiscal 2007 and 2006, respectively. On August 3, 2007, the Board unanimously voted to increase the stock option exercise price to $0.50 per share on 800,000 options granted to directors. Previously, these options were exercisable at $0.40 per share. Director Independence Advanced ID's board of directors consists of Dan Finch, Seymour Kazimirski, Hubert Meier and Terry Fields. Dan Finch and Seymour Kazimirski are not independent as such term is defined by a national securities exchange or an inter-dealer quotation system. Compliance with Section 16(a) of the Exchange Act Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Advanced ID officers, directors and persons who beneficially own more than 10% of Advanced ID's common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish Advanced ID with copies of all Section 16(a) forms they file. To Advanced ID's knowledge, for the fiscal year ended December 31, 2007, no person who is an officer, director or beneficial owner of more than 10% of Advanced ID's common stock or any other person subject to Section 16 of the Exchange Act failed to file on a timely basis, reports required by Section 16(a) of the Exchange Act. Performance Of Our Common Shares Our common stock is traded over the counter and is quoted by the Over The Counter Bulletin Board (OTCBB) under the trading symbol Advanced ID. Our common stock began trading on the OTCBB effective October 17, 2002 upon conclusion of our reverse merger with USA Sunrise Beverages, Inc. The market prices noted below were obtained from the OTCBB and reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. Fiscal 2008 Fiscal 2007 Fiscal 2006 ----------- ----------- ----------- High Low High Low High Low ---- --- ---- --- ---- --- First Quarter $0.23 $0.20 $0.46 $0.22 $0.43 $0.12 Second Quarter $0.18 $0.16 $0.49 $0.23 $1.40 $0.28 Third Quarter $0.13 $0.11 $0.36 $0.22 $0.38 $0.21 Fourth Quarter $0.28 $0.15 $0.32 $0.21 18 PRELIMINARY COPY - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY Information to Shareholders Advanced ID's audited financials should have been mailed to you along with this Proxy Statement. If you did not receive a copy of Advanced ID's financials, a copy will be sent to you free of charge upon written request. A copy of Advanced ID's financials is also available via the U.S. Securities and Exchange Commission's website at www.sec.gov or via Advanced ID's website at www.advancedidcorp.com. About Stockholder Proposals: If you wish to submit proposals to be included in our 2008 Proxy statement, we must receive them on or before December 31, 2008 in order to be considered for inclusion in the proxy statement for that meeting. Shareholder proposals are subject to certain requirements under the federal securities laws and must be submitted in accordance with these requirements. Shareholders who wish to make a proposal at our 2008 annual meeting, other than one that will be included in the proxy materials, must notify us no later than March 31, 2009. If a shareholder who wishes to present a proposal fails to notify us by this date, the proxies solicited for the meeting will have discretionary authority to vote on the shareholder's proposal if it is properly brought before the meeting. If a shareholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the applicable proxy rules. Please address your proposals to Den Finch, Advanced ID Corporation at 4500 - 5th Street NE #200 Bay 6, Calgary, Alberta, Canada T2E 7C3. Your proposals must contain the specific information required in our By- Laws. Please note that these requirements relate only to matters you wish to bring before your fellow stockholders at the annual meeting. If you would like a copy of our By-Laws, we will send you one without charge. Please write to the Secretary of Advanced ID Corporation. 19 PRELIMINARY COPY - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ADVANCED ID CORPORATION Daniel Finch is hereby authorized to represent and to vote the shares of the undersigned in Advanced ID at an Annual Meeting of Stockholders to be held on _____________________ and at any adjournment as if the undersigned were present and voting at the meeting. NOTE: Cumulative voting for directors is not allowed. 1. Election of Directors FOR all nominees (except as written on the line below) [ ] WITHHOLD AUTHORITY TO VOTE for all nominees listed below [ ] NOMINEES: Daniel Finch, Seymour Kazimirski, Hubert Meier, Terry Fields and Siyou Su (INSTRUCTIONS: To withhold authority to vote for any individual nominees write the nominee's name on the line below.) ------------------------------------------------- 2. Approve the increase in the authorized common stock to 250,000,000 common shares FOR [ ] AGAINST [ ] ABSTAIN [ ] 3. Approve the expansion of the Board of Directors from five to seven. FOR [ ] AGAINST [ ] ABSTAIN [ ] 4. Approve the 2008 Advanced ID Stock Awards Plan, as amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 5. In their discretion, on any other business that may properly come before the meeting. The shares represented hereby will be voted. With respect to items 1 to 3 above, the shares will be voted in accordance with the specifications made and where no specifications are given, said proxies will vote for the proposals. Please sign and date and return to Advanced ID Corporation Dated ---------------------- Signature ---------------------- Signature Joint Owners should each sign. Attorneys-in-fact, executors, administrators, trustees, guardians or corporation officers, should give full title. 20 PRELIMINARY COPY - FOR THE INFORMATION OF THE SECURITIES EXCHANGE COMMISSION ONLY EX-2 2 advancedidproxyexa.txt DDCT ACQUISITION TERM SHEET Term Sheet Advanced ID Corporation to Acquire the Assets of DDCT Technology Co., Ltd. Date: August 27, 2008 Parties Name Advanced ID Corporatin Short form name AIDO Notice details 4500 5th Street, NE #200 Bay 6 Calgary AB, Canada T2E 7CE Dan Finch President/CEO Name Shenzhen DDCT Technoloyg Co., Ltd Short form name DDCT Notice details 19F West Bldg, Nanshan Digital Information Industry Base #10128 Shennan Road, Shenzhen, 518057, People's Republic of China Siyou Su, Chairman Background A. Advanced ID Corporation, a fully reporting US public corporation, will purchase all of the assets of Shenzhen DDCT Technology Co., Ltd., a People's Republic of China corporation (referred herein as the "Proposed Transaction"). Advanced ID Corporation and Shenzhen DDCT Technology Co., Ltd. shall be referred to herein as the "Parties" or individually as "Party""). The conditions governing this transaction (herein referred to as the "Commercial Terms") are detailed in the following term sheet. Term sheet 1. Purpose The purpose of this term sheet is to confirm: (a) that the parties intend (i) to implement the Proposed Transaction and (ii) to execute such legally binding transaction documents (referred herein as the "Transaction Documents" or "Documents') as shall be necessary to conclude the Proposed Transaction. Documentation is expected to include but not limited to asset acquisition agreement, stock option plan, loan agreement (for the increase in DDCT's capital), a voting debts proxy agreement, a call option agreement, equity pledge agreement and a management agreement. (b) that the intention set out in paragraph 1(a) is subject to and the Commercial Terms are not binding until (i) AIDO completes due diligence investigations to its satisfaction; and (ii) the Transaction Documents are executed (c) the terms of the agreement reached between the parties concerning the preparation and negotiation of the Transaction Documents and the implementation of the Proposed Transaction. 2. Due Diligence investigations AIDO will through its employees, agents, representatives, accountants and lawyers, have access to the Company's business premises, records, information, auditors, accountants and senior personnel at all reasonable times, to enable AIDO to conduct due diligence investigations of DDCT and the business conducted by it. 3. Confidential information No party may disclose the confidential information of another party (which includes the information provided as part of the due diligence investigations and the Proposed Transaction) to any other person or entity except: (a) with the consent of the party whose confidential information it is; (b) as required by law or an applicable stock exchange; or (c) to its professional advisers and employees for the purpose of due diligence and negotiating the Transaction Documents, on the basis that they keep the information confidential. 4. Negotiation of contracts Subject to AIDO being satisfied with the outcome of its due diligence investigations, AIDO will deliver draft Transaction Documents to DDCT, and the Parties will cooperate in good faith and use reasonable endeavors to negotiate and execute the Transaction Documents on or before the date that is 30 days after execution of this term sheet. 5. Exclusivity DDCT and its existing shareholders (herein referred to as "Existing Shareholders") must negotiate exclusively with AIDO until the date that is 30 days after the execution of this term sheet with respect to the Proposed Transaction and accordingly (a) DDCT and the Existing Shareholders must terminate, and must ensure that their respective agents and representatives terminate, any discussions currently taking place with any person, other than AIDO, concerning the Proposed Transaction or any transaction substantially similar to, or in substitution for, the proposed Transaction; (b) neither DDCT nor the Existing Shareholders or their respective agents or representatives may, on or before that date directly or indirectly solicit or respond to any enquiries or proposals of any person, other than AIDO, concerning the Proposed Transaction or any transaction substantially similar to, or in substation for, the Proposed Transaction, and (c) neither DDCT nor the Existing Shareholders may permit any other person or entity to conduct due diligence on DDCT or its business 6. Status of term sheet 6.1 Legally binding (a) All paragraphs of this term sheet are legally binding, except paragraph 1(a) and the Commercial Terms. (b) The parties agree that paragraph (1(a) and the Commercial Terms: (i) are merely statements of the current intention of the Parties and may change; (ii) are not intended to be legally binding on the Parties or to give rise to legal rights or obligations; and (iii) do not constitute a binding undertaking or representation concerning the Proposed Transaction, even if the parties subsequently work together and take action or refrain from taking action on the assumption or in the expectation that the Transaction Documents will be executed. 6.2 No undertaking or representation Until the Transaction Documents are executed, no undertaking or representation will arise concerning the Proposed Transaction as a result of (a) AIDO undertaking due diligence; (b) negotiations between the Parties concerning the preparation of the Transaction Documents; or (c) any action or inaction by a party on the assumption or in the expectation that the Transaction Documents will be executed. 7. Arbitration Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this contract. Commercial terms - Schedule 1 1. Proposed Investment Restructuring - AIDO to set up a wholly owned Chinese WFOE, Advanced ID Communication Technology (Shenzhen) Company Limited, thru its Hong Kong subsidiary Advanced ID Asia Pacific Company Limited. - WFOE to acquire 100% of the assets of DDCT including but not limited to inventory, leasehold improvements, ownership of all rights to intellectual property, patents, products, product designs, drawings, collateral, and manufacturing processes. - All future domestic contracts to be entered into by the WFOE. - All existing domestic contracts or future contracts if any and if necessary to be transferred to the WFOE by way of the Management Agreement between the WFOE and DDCT. The investment will consist of a transfer of AIDO stock to the principal owners of DDCT and the commitment to provide $5 million in working capital over a period of two years. Of that $5 million, $200,000 will be committed over a 30 day period with the initial $30,000 to be transferred to DDCT upon the full execution of this term sheet. In event of failure to complete the Proposed Transaction, DDCT will pay AIDO back the cash advanced within thirty (30) days. Upon execution of this terms sheet, AIDO will put into escrow 16,005,727 AIDO shares (15%) of enlarged share capital) as of September 1 to be distributed to the Existing Shareholders of DDCT upon completion of the Proposed Transaction. In addition, 21,340,969 AIDO shares (20% of enlarged share capital) will be put into escrow for the benefit of the Existing Shareholders of DDCT upon reaching certain performance objectives (to be determined by mutual assent upon completion of the Porposed Transaction). In addition, 5,335,242 AIDO shares (5% of enlarged capital) will be put into escrow for the benefit of the Existing Shareholders of DDCT if certain extraordinary revenue targets are met the second year (to be determined upon completion of the Proposed Transaction). 2. Transaction Documents The formal transaction document will include but not limited to: (a) asset acquisition agreement, (b) stock option plan (c) loan agreement (for the increase in DDCT's capital), (d) a voting rights proxy agreement, (e) a call option agreement, (f) an equity pledge agreement, and (g) a management agreement AIDO's layers will prepare the first drafts of these documents 3. Conditions precedent The Proposed Transaction is conditional on (a) restructuring as defined in (1) above, (b) the due diligence being completed to the satisfaction of AIDO; (c) AIDO being satisfied that DDCT owns or is entitled to use all key intellectual property. (d) definitive legally binding Transaction Documents to the satisfaction of AIDO being executed; and (e) Government approvals, where necessary 4. Board of Directors The board will comprise a maximum of Seven directors with two directors nominated by DDCT. The Chairman will be Seymour Kazimirski. The Vice Chairman will be Su Siyou, one of the two directors nominated by DDCT. The quorum for a board meeting will be four directors, one of which must be either the Chairman or Vice Chairman. The Company will pay normal director's fees and reimburse costs to non-executive directors. The Company will implement directors' and officers' liability insurance to an amount to be agreed. Each director will also have the benefit of a deed of access, insurance and indemnity with the Company. 5. Executive Service Agreements. On Completion, each identified key employee will be required to sign a service agreement in a form agreed by the Parties. Each agreement will deal with (among other things) ownership of intellectual property and confidentiality, and restrain the employee from competing with AIDO for 12 months after their employment is terminated. Signing Page /s/Siyou Su Date: 08/29/2008 - ------------------------------- Chairman Shenzhen DDCT Technology, Co. Ltd. /s/Dan Finch Date: 08/28/2008 - ------------------------------ President/CEO Advanced ID Corp EX-3 3 advancedidproxyexb.txt ARTICLES OF AMENDMENT AND RESTATEMENT Exhibit A Advanced ID Corporation Articles of Amendment and Restatement 2 Advanced ID Corporation Articles of Amendment and Restatement Pursuant to the applicable provisions of the Nevada Statutes, Advanced ID Corporation, a Nevada corporation, does hereby amend and restate its Articles of Incorporation, as amended. 1. The name of the corporation whose Articles of Incorporation, as amended, are being amended and restated by these Articles of Amendment and Restatement is Advanced ID Corporation, a Nevada corporation. 2. The Amended and Restated Articles of Incorporation of Advanced ID Corporation, a Nevada corporation, shall read as follows: 3 Amended and Restated Articles of Incorporation of Advanced ID Corporation The undersigned does hereby make, subscribe and file these Amended and Restated Articles of Incorporation: ARTICLE I Corporate Name The name of this corporation is: Advanced ID Corporation ARTICLE II Capital Stock The total number of shares of capital stock which this corporation shall have the authority to issue is Two Hundred Fifty Million (250,500,000) shares, consisting of Five Hundred Thousand (500,000) shares of Preferred Stock having a par value of $.01 per share and Two Hundred Fifty Million (250,000,000) shares of Common Stock having a par value of $.01 per share. The Board of Directors of this corporation is authorized, subject to the limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series and, by filing articles of amendment pursuant to the applicable law of the State of Nevada, to establish from time to time the number of shares of Preferred Stock to be included in each such series and to determine and fix the designations, powers, preferences and rights of the shares of each such series (including without limitation the voting rights, dividend rights and preferences, liquidation rights and preferences, and conversion rights, if any, thereof) and the qualifications, limitations and restrictions thereof. All shares of Common Stock shall be identical with each other in every respect, and the holders thereof shall be entitled to one vote for each share of Common Stock upon all matters upon which the shareholders have the right to vote. The holders of record of any outstanding shares of Preferred Stock shall be entitled to dividends if, when and as declared by the Board of Directors of the corporation, at such rate per share, if any, and at such time and in such manner, as shall be determined and fixed by the Board of Directors of the corporation in the articles of amendment authorizing the series of Preferred Stock of which such shares are a part. No dividends shall be declared and paid, or declared and set aside for payment, on the shares of Common Stock unless and until all dividends, current and accumulated, if any, 4 accrued on the outstanding shares of Preferred Stock shall be declared and paid or a sufficient amount shall have been set aside for the payment thereof. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the holders of record of the outstanding shares of Preferred Stock shall be entitled to receive such amount, if any, for each share of Preferred Stock, as the Board of Directors of the corporation shall determine and fix in the articles of amendment authorizing the series of Preferred Stock of which such shares of Preferred Stock are a part, and no more. If the assets of the corporation shall not be sufficient to pay to all holders of Preferred Stock the amounts to which they would be entitled in the event of a voluntary or involuntary liquidation, dissolution or winding up of the corporation, then the holders of record of each series of Preferred Stock which is entitled to share in the assets of the corporation in any such event shall be entitled to share in the assets of the corporation to the extent, if any, and in the manner, determined by the Board of Directors of the corporation in the articles of amendment authorizing the series of Preferred Stock of which such shares are a part, and no more, and, in any such case, the holders of record of shares of Preferred Stock of the same series shall be entitled to share ratably in accordance with the number of shares of Preferred Stock of the series so held of record by them to the extent, if any, that the series is entitled to share in the assets of the corporation in such event. No payment shall be made to the holders of shares of Common Stock of the corporation in the event of the voluntary or involuntary liquidation, dissolution or winding up of the corporation unless the holders of record of shares of Preferred Stock shall have been paid the full amount to which they shall be entitled in such event or unless a sufficient amount shall have been set aside for such payment. Upon the effectiveness of any combination, the authorized shares of the classes or series affected by the combination shall not be reduced or otherwise affected by the percentage by which the issued shares of such class or series were reduced as a result of the combination. ARTICLE III Board of Directors The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors consisting of not less than three nor more than seven persons. The exact number of directors within the minimum and maximum limitations specified in the preceding sentence shall be fixed from time to time by the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors. 5 Each director shall serve until such director's successor is duly elected and qualified or until such director's earlier death, resignation or removal. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority vote of the directors then in office, and the directors so chosen shall hold office for a term expiring at the next Annual Meeting of Shareholders. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, but only by the affirmative vote of the holders of not less than a majority of the voting power of all of the shares of the corporation entitled to vote for the election of directors. Any action with respect to the election or removal of directors required or permitted to be taken by the shareholders of this corporation shall be effected at a duly called Annual or Special Meeting of the shareholders of this corporation, and no such action may be effected by a consent in writing of such shareholders. ARTICLE IV Indemnification This corporation shall indemnify and hold harmless each and every one of its directors, officers, employees, attorneys and agents to the fullest extent permitted by the laws of the State of Nevada. ARTICLE V Amendment The corporation reserves the right to amend, alter, change or repeal any provision contained in these Amended and Restated Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred on the shareholders of the corporation hereunder are granted subject to this reservation. These Amended and Restated Articles of Incorporation may be amended in the manner provided by law. 3. The foregoing Amended and Restated Articles of Incorporation of Advanced ID Corporation, a Nevada corporation, shall supercede the Articles of Incorporation of Advanced ID Corporation and all amendments thereto. 4. These Articles of Amendment and Restatement of Advanced ID Corporation, a Nevada corporation, were required to be approved by the Board of Directors and the shareholders of the corporation. These Articles of Amendment and Restatement were duly adopted by the unanimous vote of all of the members of the Board of Directors of Advanced ID Corporation, a Nevada corporation, at a telephonic meeting thereof duly called and held on November , 2008 and by the vote of the holders of more than a majority of the shares of Common Stock of Advanced ID Corporation, a Nevada corporation, present in person or by proxy at a meeting of the shareholders of the corporation duly called and held on December 19, 2008 and at which a quorum was present. 5. The only voting group entitled to vote on the amendments contained in these Articles of Amendment and Restatement was the holders of shares of Common Stock of Advanced ID Racing Adventure, Inc., a Nevada corporation. The number of votes cast in favor of such amendment by the members of such voting group was sufficient for approval by that voting group. IN WITNESS WHEREOF, the corporation, by and through its undersigned director and officer thereunto duly authorized, has executed these Articles of Amendment and Restatement on November _, 2008. Advanced ID Corporation By: /s/Dan Finch ---------------------------- Dan Finch, President EX-4 4 advancedidproxyexc.txt 2008 STOCK AWARD PLAN ADVANCED ID CORPORATION 2008 STOCK AWARDS PLAN Purpose. The purpose of the Advanced ID Corporation 2008 Stock Awards Plan (the "Plan") is to provide a means through which Advanced ID, a Nevada corporation (the "Company"), and its subsidiaries, if any, may attract, retain and motivate employees, directors and persons affiliated with the Company and to provide a means whereby such persons can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company. A further purpose of the Plan is to provide such participants with additional incentive and reward opportunities designed to enhance the profitable growth and increase stockholder value of the Company. Accordingly, the Plan provides for granting Incentive Stock Options, options that do not constitute Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Phantom Stock Awards, or any combination of the foregoing, as is best suited to the particular circumstances as provided herein. Definitions. The following definitions shall be applicable throughout the Plan unless specifically modified by any paragraph: (a) "Affiliates" means any "parent corporation" of the Company and any "subsidiary" of the Company within the meaning of Code Sections 424(e) and (f), respectively, and any entity which directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with the Company. (b) "Award" means, individually or collectively, any Option, Restricted Stock Award, Phantom Stock Award or Stock Appreciation Right. (c) "Board" means the Board of Directors of the Company. (d) "Change of Control" means the occurrence of any of the following events: (i) the Company shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly- owned subsidiary of the Company), (ii) the Company sells, leases or exchanges all or substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary of the Company), (iii) the Company is to be dissolved and liquidated, (iv) any person or entity, including a "group" as contemplated by Section 13(d)(3) of the 1934 Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of the Company's voting stock (based upon voting power), or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Board. (e) "Change of Control Value" shall mean (i) the per share price offered to stockholders of the Company in any merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if a Change of Control occurs other than pursuant (i) or (ii) above, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is 2 applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash. (f) "Code" means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to any section and any regulations under such section. (g) "Committee" means the Board or any Compensation Committee of the Board which shall be constituted (i) as to permit the Plan to comply with Rule 16b-3, and (ii) solely of "outside directors," within the meaning of Section 162(m) of the Code and applicable interpretive authority thereunder. (h) "Company" means Advanced ID Corporation. (i) "Director" means an individual elected to the Board by the stockholders of the Company or by the Board under applicable corporate law who is serving on the Board on the date the Plan is adopted by the Board or is elected to the Board after such date. (j) An "employee" means any person (including an officer or a Director) in an employment relationship with the Company or any parent or subsidiary corporation (as defined in Section 424 of the Code). (k) "1934 Act" means the Securities Exchange Act of 1934, as amended. (l) "Fair Market Value" means, as of any specified date, the mean of the high and low sales prices of the Stock (i) reported by any interdealer quotation system on which the Stock is quoted on that date or (ii) if the Stock is listed on a national stock exchange, reported on the stock exchange composite tape on that date; or, in either case, if no prices are reported on that date, on the last preceding date on which such prices of the Stock are so reported. If the Stock is traded over the counter at the time a determination of its Fair Market Value is required to be made hereunder, its fair market value shall be deemed to be equal to the average between the reported high and low or closing bid and asked prices of Stock on the most recent date on which Stock was publicly traded. In the event Stock is not publicly traded at the time a determination of its value is required to be made hereunder, the determination of its fair market value shall be made by the Committee in such manner as it deems appropriate. (m) "Holder" means a Participant who has been granted an Award. (n) "Incentive Stock Option" means an incentive stock option within the meaning of Section 422(b) of the Code. (o) "Nonqualified Stock Option" means an option granted under Section 7 of the Plan to purchase Stock that does not constitute an Incentive Stock Option. 3 (p) "Option" means an Award granted under Section 7 of the Plan and includes both Incentive Stock Options to purchase Stock and Nonqualified Stock Options to purchase Stock. (q) "Option Agreement" means a written agreement between the Company and a Holder with respect to an Option. (r) "Participant" means individually or collectively, an employee, member of the Board of Directors or person affiliated with the Company or any of its Affiliates, who participates in the Plan. (s) "Phantom Stock Award" means an Award granted under Section 10 of the Plan. (t) "Phantom Stock Award Agreement" means a written agreement between the Company and a Holder with respect to a Phantom Stock Award. (u) "Reload Option" means the grant of a new Option to a Holder who exercises an Option(s) as provided in Section 7(f) of the Plan. (v) "Restricted Stock Agreement" means a written agreement between the Company and a Holder with respect to a Restricted Stock Award. (w) "Restricted Stock Award" means an Award granted under Section 9 of the Plan. (x) "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and Exchange Commission under the 1934 Act, as such may be amended from time to time, and any successor rule, regulation or statute fulfilling the same or a similar function. (y) "Spread" means, in the case of a Stock Appreciation Right, an amount equal to the excess, if any, of the Fair Market Value of a share of Stock on the date such right is exercised over the price designated in such Stock Appreciation Right. (z) "Stock" means the Common Stock par value, $.01 per share, of the Company. (aa) "Stock Appreciation Right" means an Award granted under Section 8 of the Plan. (bb) "Stock Appreciation Rights Agreement" means a written agreement between the Company and a Holder with respect to an Award of Stock Appreciation Rights. 3. Effective Date and Term. The Plan shall be effective upon its adoption by the Board, provided that the Plan has been or is approved by the stockholders of the Company within twelve months of its adoption by the Board. No further Awards may be granted under the Plan on or after the date which is ten years following the effective date. The Plan shall remain in effect until all Awards granted under the Plan have been satisfied or expired. 4 4. Administration. The Plan shall be administered by the Board or by the Committee as authorized by the Board (hereinafter where the term "Committee" is used "Board" shall be substituted, if no Committee has been established). Subject to the provisions of the Plan, the Committee shall have sole authority, in its discretion, to determine which Participant shall receive an Award, the time or times when such Award shall be made, whether an Incentive Stock Option, Nonqualified Option or Stock Appreciation Right shall be granted, the number of shares of Stock which may be issued under each Option, Stock Appreciation Right or Restricted Stock Award, and the value of each Phantom Stock Award. In making such determinations the Committee may take into account the nature of the services rendered by the respective Participants, their present and potential contributions to the Company's success and such other factors as the Committee in its discretion shall deem relevant. The Committee shall have such additional powers as are delegated to it by the other provisions of the Plan. Subject to the express provisions of the Plan, the Committee is authorized to construe the Plan and the respective agreements executed thereunder, to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the Plan, and to determine the terms, restrictions and provisions of each Award, including such terms, restrictions and provisions as shall be requisite in the judgment of the Committee to cause designated Options to qualify as Incentive Stock Options, and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in any agreement relating to an Award in the manner and to the extent it shall deem expedient to carry it into effect. The determinations of the Committee on the matters referred to in this Section 4 shall be conclusive. 5. Shares Subject to the Plan. Subject to Section 11, the aggregate number of shares of Stock that may be issued under the Plan shall be 5,000,000 shares. The Stock to be offered pursuant to the grant of an Award may be authorized but unissued Stock or Stock previously issued and outstanding and reacquired by the Company. Shares of Stock shall be deemed to have been issued under the Plan only to the extent actually issued and delivered pursuant to an Award. To the extent that an Award lapses or the rights of its Holder terminate or the Award is paid in cash, any shares of Stock subject to such Award shall again be available for the grant of an Award. Separate stock certificates shall be issued by the Company for those shares acquired pursuant to the exercise of an Incentive Stock Option and for those shares acquired pursuant to the exercise of a Nonqualified Stock Option. 6. Eligibility. Awards may be granted only to persons who, at the time of grant, are employees, members of the Board or persons affiliated with the Company or any of its Affiliates. An Award may be granted on more than one occasion to the same person, and, subject to the limitations set forth in the Plan, such Award may include an Incentive Stock Option or a Nonqualified Stock Option, a Stock Appreciation Right, a Restricted Stock Award, a Phantom Stock Award or any combination thereof. 5 7. Stock Options. (a) Option Period. The term of each Option shall be as specified by the Committee at the date of grant. (b) Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as determined by the Committee. (c) Special Limitations on Incentive Stock Options. Incentive Stock Options may only be granted to employees of the Company and a parent or subsidiary thereof which is an Affiliate. To the extent that the aggregate Fair Market Value (determined at the time the respective Incentive Stock Option is granted) of Stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year (under all "incentive stock option" plans of the Company and its parent and subsidiary corporations) exceeds $100,000, the Incentive Stock Options covering shares of Stock in excess of $100,000 (but not Incentive Stock Options covering Stock up to $100,000) shall be treated as Nonqualified Stock Options as determined by the Committee. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements, which of an optionee's Incentive Stock Options will not constitute Incentive Stock Options because of such limitation and shall notify the optionee of such determination as soon as practicable after such determination. No Incentive Stock Option shall be granted to an individual if, at the time the Option is granted, such individual owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporation, within the meaning of Section 422(b)(6) of the Code, unless (i) at the time such Option is granted the option price is at least 110% of the Fair Market Value of the Stock subject to the Option and (ii) such Option by its terms is not exercisable after the expiration of five years from the date of grant. (d) Option Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent with the provisions of the Plan as the Committee from time to time shall approve, including, without limitation, provisions to qualify an Incentive Stock Option under Section 422 of the Code. An Option Agreement may provide for the payment of the option price, in whole or in part, by the delivery of a number of shares of Stock (plus cash if necessary) having a Fair Market Value equal to such option price. Payment in full or in part may also be made by reduction in the number of shares of Stock issuable upon the exercise of an Option, based on the Fair Market Value of the shares of Stock on the date the Option is exercised. Each Option Agreement shall provide that the Option may not be exercised earlier than 30 days from the date of grant and shall specify the effect of termination of employment or service on the exercisability of the Option. Moreover, an Option Agreement may provide for a "cashless exercise" of the Option by establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an immediate market sale or margin loan respecting all or a part of the shares of Stock to which he is entitled upon exercise 6 pursuant to an extension of credit by the Company to the Holder of the option price, (ii) the delivery of the shares of Stock from the Company directly to a brokerage firm and (iii) the delivery of the option price from the sale or margin loan proceeds from the brokerage firm directly to the Company. Such Option Agreement may also include, without limitation, provisions relating to (i) vesting of Options, subject to the provisions hereof accelerating such vesting on a Change of Control, (ii) tax matters (including provisions (y) permitting the delivery of additional shares of Stock or the withholding of shares of Stock from those acquired upon exercise to satisfy federal or state income tax withholding requirements and (z) dealing with any other applicable employee wage withholding requirements), and (iii) any other matters not inconsistent with the terms and provisions of this Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Option Agreements need not be identical. (e) Option Price and Payment. The price at which a share of Stock may be purchased upon exercise of an Option shall be determined by the Committee, but such purchase price shall not be less than, in the case of Incentive Stock Options, the Fair Market Value of Stock subject to an Option on the date the Option is granted and (ii) such purchase price shall be subject to adjustment as provided in Section 11. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company. The purchase price of the Option or portion thereof shall be paid in full in the manner prescribed by the Committee. (f) Reload Options. The Committee shall have the authority to and, in its sole discretion may, specify at or after the time of grant of a Nonqualified Stock Option, that a Holder shall be automatically granted a Reload Option in the event such Holder exercises all or part of an original option ("Original Option") within five years of the date of grant of the Original Option, by means of, in accordance with Section 7(d) of this Plan, (i) a cashless exercise, (ii) a reduction in the number of shares of Stock issuable upon such exercise sufficient to pay the purchase price and the applicable withholding taxes, based on the Fair Market Value of the shares of Stock on the date the Option is exercised, or (iii) surrendering to the Company already owned shares of Stock in full or partial payment of the purchase price under the Original Option and the applicable withholding taxes. The grant of Reload Options shall be subject to the availability of shares of Stock under this Plan at the time of exercise of the Original Option and to the limits provided for in Section 5 of this Plan. The Committee shall have the authority to determine the terms of any Reload Options granted. (g) Stockholder Rights and Privileges. The Holder shall be entitled to all the privileges and rights of the stockholder only with respect to such shares of Stock as have been purchased under the Option and for which certificates of stock have been registered in the Holder's name. (h) Options and Rights in Substitution for Stock Options Granted by Other Corporations. Options and Stock Appreciation Rights may be granted under the Plan from time to time in substitution for stock 7 options held by individuals employed by corporations who become employees as a result of a merger or consolidation of the employing corporation with the Company or any subsidiary, or the acquisition by the Company or a subsidiary of the assets of the employing corporation, or the acquisition by the Company or a subsidiary of stock of the employing corporation with the result that such employing corporation becomes a subsidiary. 8. Stock Appreciation Rights. (a) Stock Appreciation Rights. A Stock Appreciation Right is the right to receive an amount equal to the Spread with respect to a share of Stock upon the exercise of such Stock Appreciation Right. Stock Appreciation Rights may be granted in connection with the grant of an Option, in which case the Option Agreement will provide that the Stock Appreciation Right shall be cancelled when and to the extent the related Option is exercised and that exercise of Stock Appreciation Rights will result in the surrender of the right to purchase the shares under the Option as to which the Stock Appreciation Rights were exercised. Alternatively, Stock Appreciation Rights may be granted independently of Options in which case each Award of Stock Appreciation Rights shall be evidenced by a Stock Appreciation Rights Agreement which shall contain such terms and conditions as may be approved by the Committee. The Spread with respect to a Stock Appreciation Right shall be payable in cash, shares of Stock with a Fair Market Value equal to the Spread or in a combination of cash and shares of Stock, at the election of the Holder. With respect to Stock Appreciation Rights that are subject to Section 16 of the 1934 Act, however, the Committee shall, except as provided in Section 11(c), retain sole discretion (i) to determine the form in which payment of the Stock Appreciation Right will be made (i.e., cash, securities or a combination thereof) or (ii) to approve an election by a Holder to receive cash in full or partial settlement of Stock Appreciation Rights. Each Stock Appreciation Rights Agreement shall provide that the Stock Appreciation Rights may not be exercised earlier than 30 days from the date of grant and shall specify the effect of termination of employment on the exercisability of the Stock Appreciation Rights. (b) Other Terms and Conditions. At the time of such Award, the Committee, may in its sole discretion, prescribe additional terms, conditions or restrictions relating to Stock Appreciation Rights, including but not limited to rules pertaining to termination of employment (by retirement, disability, death or otherwise) or termination of service of a Holder prior to the expiration of such Stock Appreciation Rights. Such additional terms, conditions or restrictions shall be set forth in the Stock Appreciation Rights Agreement made in conjunction with the Award. Such Stock Appreciation Rights Agreements may also include, without limitation, provisions relating to (i) vesting of Awards, subject to the provisions hereof accelerating vesting on a Change of Control, (ii) tax matters (including provisions covering applicable wage withholding requirements), and (iii) any other matters not inconsistent with the 8 terms and provisions of this Plan, that the Committee shall in its sole discretion determine. The terms and conditions of the respective Stock Appreciation Rights Agreements need not be identical. (c) Award Price. The award price of each Stock Appreciation Right shall be determined by the Committee, but such award price (i) shall not be less than the Fair Market Value of a share of Stock on the date the Stock Appreciation Right is granted (or such greater exercise price as may be required if such Stock Appreciation Right is granted in connection with an Incentive Stock Option that must have an exercise price equal to 110% of the Fair Market Value of the Stock on the date of grant pursuant to Section 7(c)), and (ii) shall be subject to adjustment as provided in Section 11. (d) Exercise Period. The term of each Stock Appreciation Right shall be as specified by the Committee at the date of grant. (e) Limitations on Exercise of Stock Appreciation Right. A Stock Appreciation Right shall be exercisable in whole or in such installments and at such times as determined by the Committee. 9. Restricted Stock Awards. (a) Forfeiture Restrictions to be established by the Committee. Shares of Stock that are the subject of a Restricted Stock Award shall be subject to restrictions on disposition by the Holder and an obligation of the Holder to forfeit and surrender the shares to the Company under certain circumstances (the "Forfeiture Restrictions"). The Forfeiture Restrictions shall be determined by the Committee in its sole discretion, and the Committee may provide that the Forfeiture Restrictions shall lapse upon (i) the attainment of business objectives established by the Committee that are based on (1) the price of a share of Stock, (2) the Company's earnings per share, (3) the Company's revenue, (4) the revenue of a business unit of the Company designated by the Committee, (5) the return on stockholders' equity achieved by the Company, (6) the Company's pre-tax cash flow from operations, or (7) similar criteria established by the Committee, (ii) the Holder's continued employment with the Company for a specified period of time, or (iii) other measurements of individual, business unit or Company performance. Each Restricted Stock Award may have different Forfeiture Restrictions, in the discretion of the Committee. The Forfeiture Restrictions applicable to a particular Restricted Stock Award shall not be changed except as permitted by Section 9(b) or Section 11. (b) Other Terms and Conditions. Stock awarded pursuant to a Restricted Stock Award shall be represented by a stock certificate registered in the name of the Holder of such Restricted Stock Award. The Holder shall have the right to receive dividends with respect to Stock subject to a Restricted Stock Award, to vote Stock subject thereto and to enjoy all other stockholder rights, except that (i) the Holder shall not be entitled to delivery of the stock certificate until the Forfeiture Restrictions shall have expired, (ii) the Company shall retain custody of the Stock until the Forfeiture Restrictions shall have expired, (iii) the Holder may not sell, transfer, pledge, 9 exchange, hypothecate or otherwise dispose of the Stock until the Forfeiture Restrictions shall have expired, and (iv) a breach of the terms and conditions established by the Committee pursuant to the Restricted Stock Agreement, shall cause a forfeiture of the Restricted Stock Award. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms, conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the termination of employment (by retirement, disability, death or otherwise) or termination of service of a Holder prior to expiration of the Forfeiture Restrictions. Such additional terms, conditions or restrictions shall be set forth in a Restricted Stock Agreement made in conjunction with the Award. Such Restricted Stock Agreement may also include, without limitation, provisions relating to (i) subject to the provisions hereof accelerating vesting on a Change of Control, vesting of Awards, (ii) tax matters (including provisions (y) covering any applicable employee wage withholding requirements and (z) prohibiting an election by the Holder under Section 83(b) of the Code), and (iii) any other matters not inconsistent with the terms and provisions of this Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Restricted Stock Agreements need not be identical. (c) Payment for Restricted Stock. The Committee shall determine the amount and form of any payment for Stock received pursuant to a Restricted Stock Award, provided that in the absence of such a determination, a Holder shall not be required to make any payment for Stock received pursuant to a Restricted Stock Award, except to the extent otherwise required by law. (d) Agreements. At the time any Award is made under this Section 9, the Company and the Holder shall enter into a Restricted Stock Agreement setting forth each of the matters as the Committee may determine to be appropriate. The terms and provisions of the respective Restricted Stock Agreements need not be identical. 10. Phantom Stock Awards. (a) Phantom Stock Awards. Phantom Stock Awards are rights to receive an amount equal to the Fair Market Value of Stock over a specified period of time, which vest over a period of time or upon the occurrence of an event (including without limitation a Change of Control) as established by the Committee, without payment of any amounts by the Holder thereof (except to the extent otherwise required by law). Each Phantom Stock Award may have a maximum value established by the Committee at the time of such Award. (b) Award Period. The Committee shall establish, with respect to and at the time of each Phantom Stock Award, a period over which or the event upon which the Award shall vest with respect to the Holder. 10 (c) Awards Criteria. In determining the value of Phantom Stock Awards, the Committee shall take into account a Participant's responsibility level, performance, potential, other Awards and such other considerations as it deems appropriate. (d) Payment. Following the end of the vesting period for a Phantom Stock Award, the Holder of a Phantom Stock Award shall be entitled to receive payment of an amount, not exceeding the maximum value of the Phantom Stock Award, based on the then vested value of the Award. Payment of a Phantom Stock Award may be made in cash, Stock or a combination thereof as determined by the Committee. Payment shall be made in a lump sum or in installments as prescribed by the Committee in its sole discretion. Any payment to be made in Stock shall be based on the Fair Market Value of the Stock on the payment date. Cash dividend equivalents may be paid during or after the vesting period with respect to a Phantom Stock Award, as determined by the Committee and as provided in the Phantom Stock Award Agreement. If a payment of cash is to be made on a deferred basis, the Committee shall establish whether interest shall be credited, the rate thereof and any other terms and conditions applicable thereto. (e) Termination of Employment or Service. A Phantom Stock Award shall terminate if the Holder does not remain continuously in the employ or in the service of the Company at all times during the applicable vesting period, except as may be otherwise determined by the Committee or as set forth in the Award at the time of grant. (f) Agreements. At the time any Award is made under this Section 10, the Company and the Holder shall enter into a Phantom Stock Award Agreement setting forth each of the matters contemplated hereby and such matters described in this Section 10 as the Committee may determine to be appropriate. The terms and provisions of the respective agreements need not be identical. 11. Recapitalization and Reorganization. (a) The shares with respect to which Awards may be granted are shares of Stock as presently constituted, but if, and whenever, prior to the expiration of an Award theretofore granted, the Company shall effect a subdivision or consolidation by the Company of the shares of Stock, then the number of shares of Stock with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding shares, shall be proportionately increased, and the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding shares, shall be proportionately reduced, and the purchase price per share shall be proportionately increased. (b) If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of an Award theretofore granted, the Holder shall be entitled to (or entitled to purchase, if applicable) under such Award, in lieu of the number of shares of Stock then covered by such Award, the number and class of shares of stock and securities to which the Holder would have been entitled pursuant to the terms of the recapitalization if, 11 immediately prior to such recapitalization, the Holder had been the holder of record of the number of shares of Stock then covered by such Award. (c) In the event of a Change of Control, all outstanding Awards shall immediately vest and become exercisable or satisfiable, as applicable. The Committee, in its discretion, may determine that upon the occurrence of a Change of Control, each Award other than an Option outstanding hereunder shall terminate within a specified number of days after notice to the Holder, and such Holder shall receive, with respect to each share of Stock subject to such Award, cash in an amount equal to the excess, if any, of the Change of Control Value over the exercise price, if any, applicable to the Award. Further, in the event of a Change of Control, the Committee, in its discretion shall act to effect one or more of the following alternatives with respect to outstanding Options, which may vary among individual Holders and which may vary among Options held by any individual Holder: (i) determine a limited period of time on or before a specified date (before or after such Change of Control) after which specified date all unexercised Options and all rights of Holders thereunder shall terminate, (2) require the mandatory surrender to the Company by selected Holders of some or all of the outstanding Options held by such Holders (irrespective of whether such Options are then exercisable under the provisions of the Plan) as of a date, before or after such Change of Control, specified by the Committee, in which event the Committee shall thereupon cancel such Options and the Company shall pay to each Holder an amount of cash per share equal to the excess, if any, of the Change of Control Value of the shares subject to such Option over the exercise price(s) under such Options for such shares, (3) make such adjustments to Options then outstanding as the Committee deems appropriate to reflect such Change of Control (provided, however, that the Committee may determine in its sole discretion that no adjustment is necessary to Options then outstanding) or (4) provide that thereafter upon any exercise of an Option theretofore granted the Holder shall be entitled to purchase under such Option, in lieu of the number of shares of Stock then covered by such Option the number and class of shares of stock or other securities or property (including, without limitation, cash) to which the Holder would have been entitled pursuant to the terms of the agreement of merger, consolidation or sale of assets and dissolution if, immediately prior to such merger, consolidation or sale of assets and dissolution the Holder has been the holder of record of the number of shares of Stock then covered by such Option. The provisions contained in this paragraph shall not terminate any rights of the Holder to further payments pursuant to any other agreement with the Company following a Change of Control. (d) In the event of changes in the outstanding Stock by reason of recapitalization, reorganizations, mergers, consolidations, combinations, exchanges or other relevant changes in capitalization occurring after the date of the grant of any Award and not otherwise provided for by this Section 11, any outstanding Awards and any agreements evidencing such Awards shall be subject to adjustment by the Committee at its discretion as to the number and price of shares of Stock or other consideration subject to such Awards. In the event of 12 any such change in the outstanding Stock, the aggregate number of shares available under the Plan may be appropriately adjusted by the Committee, whose determination shall be conclusive. (e) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company's capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. (f) Any adjustment provided for in Subparagraphs (a), (b), (c) or (d) above shall be subject to any required stockholder action. (g) Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefore or the granting of any later Awards under the Plan or any other stock plan, or upon conversion of shares of obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share, if applicable. 12. Amendment and Termination. The Board in its discretion may terminate the Plan at any time with respect to any shares for which Awards have not theretofore been granted. The Board shall have the right to alter or amend the Plan or any part thereof from time to time; provided that no change in any Award theretofore granted may be made which would impair the rights of the Holder without the consent of the Holder (unless such change is required in order to cause the benefits under the Plan to qualify as performance-based compensation within the meaning of Section 162(m) of the Code and applicable interpretive authority thereunder). 13. Miscellaneous. (a) No Right to An Award. Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be deemed to give a Participant any right to be granted an Award to purchase Stock, a right to a Stock Appreciation Right, a Restricted Stock Award or a Phantom Stock Award or any of the rights hereunder except as may be evidenced by an Award or by an Option Agreement, Stock Appreciation Rights Agreement, Restricted Stock Agreement or Phantom Stock Award Agreement on behalf of the Company, and then only to the extent and on the terms and conditions expressly set forth therein. The Plan shall be 13 unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to assure the payment of any Award. (b) No Employment Rights Conferred. Nothing contained in the Plan shall (i) confer upon any Participant any right to continue as an employee or person affiliated with the Company or any subsidiary or (ii) interfere in any way with the right of the Company or any subsidiary to terminate his or her employment or consulting arrangement at any time. (c) Other Laws; Withholding. The Company shall not be obligated to issue any Stock pursuant to any Award granted under the Plan at any time when the shares covered by such Award have not been registered under the Securities Act of 1933 and such other state and federal laws, rules or regulations as the Company or the Committee deems applicable and, in the opinion of legal counsel for the Company, there is no exemption from the registration requirements of such laws, rules or regulations available for the issuance and sale of such shares. No fractional shares of Stock shall be delivered, nor shall any cash in lieu of fractional shares be paid. The Company shall have the right to deduct in connection with all Awards any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations. (d) No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any subsidiary from taking any corporate action which is deemed by the Company or such subsidiary to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Participant, beneficiary or other person shall have any claim against the Company or any subsidiary as a result of any such action. (e) Restrictions on Transfer. Except as otherwise determined by the Committee in cases other than in connection with Incentive Stock Options, an Award shall not be transferable otherwise than by will or the laws of descent and distribution or pursuant to a "qualified domestic relations order" as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder, and shall be exercisable during the Holder's lifetime only by such Holder or the Holder's guardian or legal representative. (f) Rule 16b-3. It is intended that the Plan and any grant of an Award made to a person subject to Section 16 of the 1934 Act meet all of the requirements of Rule 16b-3. If any provision of the Plan or any such Award would disqualify the Plan or such Award under, or would otherwise not comply with, Rule 16b-3, such provision or Award shall be construed or deemed amended to conform to Rule 16b-3. (g) Section 162(m). If the Plan is subject to Section 162(m) of the Code, it is intended that the Plan comply fully with and meet all the requirements of Section 162(m) of the Code so that Options and Stock Appreciation Rights granted hereunder and, if determined by the Committee, Restricted Stock Awards, shall constitute "performance- 14 based" compensation within the meaning of such section. If any provision of the Plan would disqualify the Plan or would not otherwise permit the Plan to comply with Section 162(m) as so intended, such provision shall be construed or deemed amended to conform to the requirements or provisions of Section 162(m); provided that no such construction or amendment shall have an adverse effect on the economic value to a Holder of any Award previously granted hereunder. (h) Governing Law. This Plan shall be construed in accordance with the laws of the State of Nevada. 14. Burden and Benefit The terms and provisions of this Plan shall be binding upon, and shall inure to the benefit of, each Participant, his executives or administrators, heirs, and personal and legal representatives. Dated the 1st day of May 2008. Advanced ID Corporation By: /s/ Dan Finch - -------------------------- Dan Finch, President ATTEST: /s/ - - -------------------------------- , Secretary 9 EXHIBIT A FORM OF GRANT OF OPTION PURSUANT TO THE ADVANCED ID CORPORATION 2008 STOCK AWARDS PLAN Advanced ID Corporation, a Nevada corporation (the "Company"), hereby grants to ________________________________ ("Optionee") an option to purchase ___________ shares of common stock, $.01 par value (the "Shares") of the Company at the purchase price of $______ per share (the "Purchase Price") in accordance with and subject to the terms and conditions of the Advanced ID Corporation 2008 Stock Awards Plan. This option is exercisable in whole or in part, and upon payment in cash or cancellation of fees, or other form of payment acceptable to the Company, to the offices of the Company at 6143 - 4 Street SE, Suite 14 T2H 2H9 Calgary, Alberta Canada T2H 2H9. This Grant of Option form supersedes and replaces any prior notice of option grant, description of vesting terms or similar documents previously delivered to Optionee for options granted on the date stated below. In the event that Optionee's employee or consultant status with the Company or any of its subsidiaries ceases or terminates for any reason whatsoever, including, but not limited to, death, disability, or voluntary or involuntary cessation or termination, this Grant of Option shall terminate with respect to any portion of this Grant of Option that has not vested prior to the date of cessation or termination of employee or consultant status, as determined in the sole discretion of the Company. In the event of termination for cause, this Grant of Option shall immediately terminate in full with respect to any un- exercised options, and any vested but un-exercised options shall immediately expire and may not be exercised. Unless otherwise set forth in a separate employment or consulting agreement, vested options must be exercised within one (1) year after the date of termination (other than for cause), notwithstanding the Expiration Date set forth above. Subject to the preceding paragraph, this Grant of Option, or any portion hereof, may be exercised only to the extent vested per the attached schedule, and must be exercised by Optionee no later than ______________________ (the "Expiration Date") by (i) notice in writing, sent by facsimile copy to the Company at its address set forth above; and (ii) payment of the Purchase Price of a minimum of $1,000 (unless the Purchase price for the exercise of all vested options available to be exercised totals less than $1,000) pursuant to the terms of this Grant of Option and the Company's Employee Benefit and Consulting Services Compensation Plan. Any portion of this Grant of Option that is not exercised on or before to the Expiration Date shall lapse. The notice must refer to this Grant of Option, and it must specify the number of shares being purchased, and recite the consideration being paid therefor. Notice shall be deemed given on the date on which the notice is delivered to the Company by facsimile transmission bearing an authorized signature of Optionee. 16 This Option shall be considered validly exercised once payment therefore has cleared the banking system or the Company has issued a credit memo for services in the appropriate amount, or receives a duly executed acceptable promissory note, if the Option is granted with deferred payment, and the Company has received written notice of such exercise. If Optionee fails to exercise this Option in accordance with this Agreement, then this Agreement shall terminate and have no force and effect, in which event Optionor and Optionee shall have no liability to each other with respect to this Grant of Option. This Option may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The validity, construction and enforceability of this Grant of Option shall be construed under and governed by the laws of the State of Wyoming, without regard to its rules concerning conflicts of laws, and any action brought to enforce this Grant of Option or resolve any controversy, breach or disagreement relative hereto shall be brought only in a court of competent jurisdiction in the State of Wyoming. Unless otherwise set forth in a separate employment or consulting agreement, the shares of stock issuable upon exercise of the Option (the "Underlying Shares") are not subject to adjustment due to any changes in the capital structure of the Company as set forth in Section 15 of the Plan. Further, the Underlying Shares may not be sold, exchanged, assigned, transferred or permitted to be transferred, whether voluntarily, involuntarily or by operation of law, delivered, encumbered, discounted, pledged, hypothecated or otherwise disposed of until (i) the Underlying Shares have been registered with the Securities and Exchange Commission pursuant to an effective registration statement on Form S-8, or such other form as may be appropriate, in the discretion of the Company; or (ii) an Opinion of Counsel, satisfactory to the Company, has been received, which opinion sets forth the basis and availability of any exemption for resale or transfer from federal or state securities registration requirements. The Underlying Shares ___________________ [insert appropriate language: "have" or "have not"] been registered with the Securities and Exchange Commission pursuant to a registration statement on Form S-8. This Grant of Option relates to options granted on____________________, 20___. Advanced ID Corporation BY THE BOARD OF DIRECTORS OR A SPECIAL COMMITTEE THEREOF NOT FOR EXECUTION By: ---------------------------- 17 NOT FOR EXECUTION By: ---------------------------- NOT FOR EXECUTION By: ---------------------------- OPTIONEE: NOT FOR EXECUTION - - ---------------------------------------- - ------------------------------------------ Advanced ID Corporation 2008 Stock Award Plan Grant of Option Pursuant to the Advanced ID Corporation 2008 Stock Award Plan dated November 1, 2008. OPTIONEE: ----------------------------- OPTIONS GRANTED: ----------------------------- PURCHASE PRICE: $ per Share ------ DATE OF GRANT: ----------------------------- EXERCISE PERIOD: to ------------ ----------- EXERCISED TO DATE: INCLUDING THIS EXERCISE ------------- BALANCE TO BE EXERCISED: ------------- FORM OF SUBSCRIPTION (TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION) TO: Advanced ID Corporation ("Optionor") The undersigned, the holder of the Option described above, hereby irrevocably elects to exercise the purchase rights represented by such Option for, and to purchase thereunder, ___________ shares of the Common Stock of Advanced ID Corporation, and herewith makes payment of _____________ therefor. Optionee requests that the certificates for such shares be issued in the name of Optionee and be delivered to Optionee at the address of _______________________________________________________________________ _________________________________________________________________, and if such shares shall not be all of the shares purchasable hereunder, represents that a new Subscription of like tenor for the appropriate balance of the shares, or a portion thereof, purchasable under the Grant of Option pursuant to the Advanced ID Corporation 2008 Stock Award Plan, be delivered to Optionor when and as appropriate. OPTIONEE: NOT FOR EXECUTION Dated: ------------------------- ------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----