-----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, NMIwweLZjewLhj0MAFww1h0lAx8R6pmgmOjxz1Hss3Swg6+1XBHkDD+IlYioeQ2Y Pa/mcsIWMwOosHg/2irBmw== 0001014100-01-000020.txt : 20010208 0001014100-01-000020.hdr.sgml : 20010208 ACCESSION NUMBER: 0001014100-01-000020 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010207 EFFECTIVENESS DATE: 20010207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SALES ONLINE DIRECT INC CENTRAL INDEX KEY: 0001017655 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 731479833 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-55180 FILM NUMBER: 1527776 BUSINESS ADDRESS: STREET 1: 4 BRUSSELS STREET STREET 2: SUITE 220 CITY: WORCESTER STATE: MA ZIP: 01610 BUSINESS PHONE: 5166254040 MAIL ADDRESS: STREET 1: 7633 EAST 63RD PL STREET 2: SUITE 220 CITY: TULSA STATE: OK ZIP: 74133 FORMER COMPANY: FORMER CONFORMED NAME: SECURITIES RESOLUTION ADVISORS INC DATE OF NAME CHANGE: 19980814 FORMER COMPANY: FORMER CONFORMED NAME: ROSE INTERNATIONAL LTD DATE OF NAME CHANGE: 19960627 S-8 1 0001.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 7, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 -------------------------- SALES ONLINE DIRECT, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 73-1479833 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 4 Brussels Street, Worcester, MA 01610 (508-791-6710) (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) -------------------------- SALES ONLINE DIRECT, INC. 2001 NON-QUALIFIED STOCK OPTION PLAN (Full title of Plan) -------------------------- Gregory Rotman President 4 Brussels Street, Worcester, MA (508) 791-6710 (Name, Address and Telephone Number, Including Area Code, of Agent for Service) with a copy to: Matthew S. Gilman, Esq. Brown, Rudnick, Freed & Gesmer One Financial Center, Boston, Massachusetts 02111 (617) 856-8200 --------------------------
CALCULATION OF REGISTRATION FEE =========================================================================================================================== Proposed Proposed Amount Maximum Maximum Amount of Title of Each Class of to Be Offering Price Aggregate Registration Securities to Be Registered Registered Per Share(1) Offering Price(1) Fee - ------------------------------------- --------------------- ---------------------- ----------------------- -------------------- Common Stock, $.001 par value 3,000,000(2) $.34 $1,020,000 $255.00 ===================================== ===================== ====================== ======================= ====================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, on the basis of the average of the high and low reported price of the Common Stock as reported on the National Association of Securities Dealers OTC Bulletin Board on February 6, 2001. (2) Such presently indeterminable number of additional shares of Common Stock are also registered hereunder as may be issued in the event of a merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other similar change in Common Stock. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. - ------- ---------------------------------------- The following documents are hereby incorporated by reference into this Registration Statement: (a) The Registrant's Annual Report on Form 10-KSB and Form 10-KSB/A for the fiscal year ended December 31, 1999 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's documents referred to paragraph (a) above; and (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 10 (Registration No. 0-28720), filed with the Securities and Exchange Commission on August 20, 1996 under the Exchange Act with the Securities and Exchange Commission. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities. - ------- -------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel. - ------- --------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers. - ------- ------------------------------------------ Article Tenth of the Registrant's Certificate of Incorporation provides that, to the fullest extent permitted by Delaware law, a director shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability: for any breach of their duty of loyalty to the corporation or its stockholders, or for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law, or for any transaction from which the director derived an improper personal benefit. The Registrant's Bylaws provide that, to the fullest extent permitted by Delaware General Corporation Law, its directors and officers shall be indemnified, and employees and agents may be indemnified, against expenses, including attorneys' fees incurred in connection with any proceeding arising out of their status as such. Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify an director, officer, and agent if such director, officer or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant, and, with the respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. In addition, the Registrant's Bylaws provide that the Registrant is required to pay or reimburse, in advance of final disposition of a proceeding, reasonable expenses incurred by an officer or director provided that we have received a written undertaking by or on his behalf to repay the amount we paid or reimbursed if it shall ultimately be determined that the standard of conduct was not met. The Registrant also maintains director and officer insurance coverage. Item 7. Exemption from Registration Claimed. - ------- ------------------------------------ Not Applicable. Item 8. Exhibits. - ------- --------- Number Description - ------ ----------- 4.1* Specimen Common Stock Certificate (Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form SB-2 (Reg. No. 333-48542). 5** Legal Opinion of Brown, Rudnick, Freed & Gesmer. 23.1** Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion filed as Exhibit 5). 23.2** Consent of Wolf & Company, P.C. 24** Power of Attorney (included on the Signature Page of this Registration Statement). 99.1** Sales OnLine Direct, Inc. 2001 Non-Qualified Stock Option Plan. - ------------------- * Not filed herewith. In accordance with Rule 411 promulgated pursuant to the Securities Act, reference is made to the documents previously filed with the Commission, which are incorporated by reference herein. ** Filed herewith. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the Registrant's Certificate of Incorporation, By-Laws, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Worcester, Massachusetts, on February 2, 2001. SALES ONLINE DIRECT, INC. By: /s/ Gregory Rotman ------------------------------------- Gregory Rotman, President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gregory Rotman and Richard Rotman, and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Gregory Rotman Director, President and Chief February 2, 2001 - ------------------------- Executive Officer (Principal Gregory Rotman Executive Officer) /s/ Richard Rotman Director, Chief Financial February 1, 2001 - ------------------------- Officer, Vice President and Treasurer Richard Rotman (Principal Financial Officer) /s/ Andrew Pilaro Director, Vice President and Chief February 1, 2001 - ------------------------- Technical Officer Andrew Pilaro /s/ John Martin Director February 1, 2001 - -------------------------- John Martin EXHIBIT INDEX Exhibit Sequential Number Page No. - ------ ---------- 4.1* Specimen Common Stock Certificate (Filed as Exhibit 4.1 to the Registrant's Registration Statement on Form SB-2 (Reg. No. 333-48542). 5** Legal Opinion of Brown, Rudnick, Freed & Gesmer. 23.1** Consent of Brown, Rudnick, Freed & Gesmer (contained in its opinion filed as Exhibit 5). 23.2** Consent of Wolf & Company, P.C. 24** Power of Attorney (included on the Signature Page of this Registration Statement). 99.1** Sales OnLine Direct, Inc. 2001 Non-Qualified Stock Option Plan. - ------------------- * Not filed herewith. In accordance with Rule 411 promulgated pursuant to the Securities Act, reference is made to the documents previously filed with the Commission, which are incorporated by reference herein. ** Filed herewith. EX-5 2 0002.txt LEGAL OPINION OF BROWN, RUDNICK, FREED & GESMER EXHIBIT 5 February 6, 2001 Sales OnLine Direct, Inc. 4 Brussels Street Worcester, MA 01610 Re: Sales OnLine Direct, Inc., a Delaware corporation Registration Statement on Form S-8 Gentlemen: We are legal counsel for Sales OnLine Direct, Inc., a Delaware corporation (the "Company"). We have been asked to deliver this opinion in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") relating to an aggregate of 3,000,000 shares of the Company's Common Stock, $.001 par value per share (the "Shares"). This opinion letter, together with Schedule A attached hereto (this "Opinion Letter"), is being rendered in connection with the filing of the Registration Statement. The 3,000,000 Shares covered by the Registration Statement are issuable under the Company's 2001 Non-Qualified Stock Option Plan (referred to herein as the "Plan"). In connection with this Opinion Letter, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Documents"): 1. a certificate from the Secretary of State of the State of Delaware dated January 23, 2001 as to the legal existence and good standing of the Company; 2. a certified copy of the Certificate of Incorporation of the Company, as amended to date, and a certificate of the Secretary that there have been no further amendments thereto; 3. a copy of the By-laws of the Company, certified by the Secretary of the Company as presently being in effect; 4. certain proceedings of the directors of the Company relative to the Plan and Options granted under the Plan, certified by the Secretary of the Company; 5. the Plan and form of option agreement; 6. a letter of recent date from the Company's transfer agent as to the issued and outstanding shares of the Company's Common Stock, $.001 par value per share; 7. a form of representation letter from the Company and each employee receiving options under the Plan regarding services rendered to the Company by such employees; 8. a form of subscription agreement between the Company and each employee pursuant to which the employee subscribes to options and the underlying shares of Common Stock; 9. a letter from the Company stating the number of shares of Common Stock reserved for issuance upon exercise or conversion of any options, warrants, or other convertible securities, or other rights or agreements to acquire shares of Common Stock of the Company; and 10. the Registration Statement. We have assumed, for the purposes of our opinion herein, that any conditions to the issuance of the Shares under the Plan have been or will be satisfied in full. We have, without independent investigation, relied upon the representations and warranties of the various parties as to matters of objective fact contained in the Documents. In addition, this Firm, in rendering legal opinions, customarily makes certain assumptions which are described in Schedule A hereto. In the course of our representation of the Company in connection with the preparation of the Registration Statement, nothing has come to our attention which causes us to believe reliance upon any of these assumptions is inappropriate, and, with your concurrence, the opinion hereafter expressed is based upon those assumptions. The Enumerated Party referred to in Schedule A is the Company. We have not made any independent review or investigation of orders, judgments, rules or other regulations or decrees by which the Company or any of its property may be bound, nor have we made any independent investigation as to the existence of actions, suits, investigations or proceedings, if any, pending or threatened against the Company. With your concurrence, our opinion hereafter expressed is based solely upon (1) our review of the Documents, (2) discussions with those of our attorneys who have devoted substantive attention to the preparation of the Registration Statement, and (3) such review of published sources of law as we have deemed necessary. Our opinions contained herein are limited to the laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the Federal law of the United States of America. We express no legal opinion upon any matter other than that explicitly addressed below, and our express opinion therein contained shall not be interpreted to be an implied opinion upon any other matter. Based upon and subject to the foregoing, we are of the opinion that the issuance of the Shares has been duly authorized and, when issued and paid for in accordance with the terms and conditions of the Plan and the form of opinion agreement, the Shares will be validly issued, fully paid, and non-assessable. We hereby consent to the reference to this firm in the Registration Statement and to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, BROWN, RUDNICK, FREED & GESMER, P.C. By: /s/Steven R. London ---------------------------------------- Steven R. London, a Member SRL:JGN:MSG SCHEDULE A BROWN, RUDNICK, FREED & GESMER STANDARD ASSUMPTIONS In rendering legal opinions, Brown, Rudnick, Freed & Gesmer makes certain customary assumptions described below: 1. Each natural person executing any of the Documents has sufficient legal capacity to enter into such Documents. 2. Each Document is accurate, complete and authentic, each original is authentic, each copy conforms to an authentic original and all signatures are genuine. 3. All official public records are accurate, complete and properly indexed and filed. 4. There has not been any mutual mistake of fact or misunderstanding, fraud, duress, or undue influence by or among any of the parties to the Documents. 5. The conduct of the parties to the Documents has complied in the past and will comply in the future with any requirement of good faith, fair dealing and conscionability. 6. The Enumerated Party will obtain all permits and governmental approvals required in the future and take all actions similarly required relevant to its performance of its obligations under the Documents. 7. All parties to or bound by the Documents will act in accordance with, and will refrain from taking any action that is forbidden by, the terms and conditions of the Documents. 8. There are no agreements or understandings among the parties to or bound by the Documents, and there is no usage of trade or course of prior dealing among such parties, that would define, modify, waive, or qualify the terms of any of the Documents. EX-23.2 3 0003.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Sales OnLine Direct, Inc. 2001 Non-Qualified Stock Option Plan of our report dated April 12, 2000 with respect to our audit of the financial statements of Sales OnLine Direct, Inc. (a Delaware corporation) included in its Annual Report on Form 10-KSB and Form-KSB/A for the fiscal year ended December 31, 1999, filed with the Securities and Exchange Commission. Wolf & Company, P.C. /s/Wolf & Company, P.C. Boston, MA February 6, 2001 EX-99.1 4 0004.txt 2001 NON-QUALIFIED STOCK OPTION PLAN EXHIBIT 99.1 2001 NON-QUALIFIED STOCK OPTION PLAN SALES ONLINE DIRECT, INC. 2001 NON-QUALIFIED STOCK OPTION PLAN ------------------------------------ Section I. Purpose of the Plan. -------------------- The purposes of this Sales OnLine Direct, Inc. 2001 Non-Qualified Stock Option Plan (the "2001 Plan") are (i) to provide long-term incentives and rewards to those key employees (the "Employee Participants") of Sales OnLine Direct, Inc., a Delaware corporation (the "Corporation"), and its subsidiaries (if any), and any other persons (the "Non-employee Participants") who are in a position to contribute to the long-term success and growth of the Corporation and its subsidiaries, (ii) to assist the Corporation in retaining and attracting executives and key employees and other persons with requisite experience and ability, and (iii) to associate more closely the interests of such executives and key employees and other persons with those of the Corporation's stockholders. Section II. Definitions. ------------ "Code" is the Internal Revenue Code of 1986, as it may be amended from time to time. "Common Stock" is the common stock, $.001 par value, of the Corporation. "Committee" is defined in Section III, paragraph (a). "Corporation" is defined in Section I. "Employee Participants" is defined in Section I. "Fair Market Value" of any property is the value of the property as reasonably determined by the Committee. "Incentive Stock Option" is a stock option which is treated as an incentive stock option under Section 422 of the Code. "2001 Plan" is defined in Section I. "Non-employee Participants" is defined in Section I. "Non-qualified Option" is a Stock Option which does not qualify as an Incentive Stock Option or for which the Committee provides, in the terms of such option and at the time such option is granted, that the option shall not be treated as an Incentive Stock Option. "Parent Corporation" has the meaning provided in Section 424(e) of the Code. "Participants" are all persons who are either Employee Participants or Non-employee Participants. "Permanent and Total Disability" has the meaning provided in Section 22(e)(3) of the Code. "Rule 16b-3" means Securities and Exchange Commission Rule 16b-3. "Section 16" means Section 16 of the Securities Exchange Act of 1934, as amended, or any similar or successor statute, and any rules, regulations, or policies adopted or applied thereunder. "Stock Options" are rights granted pursuant to this 2001 Plan to purchase shares of Common Stock at a fixed price. "Subsidiary Corporation" has the meaning provided in Section 424(f) of the Code. Section III. Administration. --------------- (a) The Committee. This 2001 Plan shall be administered by the Board of Directors or by a compensation committee consisting solely of two or more "non-employee directors", as defined in Rule 16b-3, who shall be designated by the Board of Directors of the Corporation (the administering body is hereafter referred to as the "Committee"). The Committee shall serve at the pleasure of the Board of Directors, which may from time to time, and in its sole discretion, discharge any member, appoint additional new members in substitution for those previously appointed and/or fill vacancies however caused. A majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. (b) Authority and Discretion of the Committee. Subject to the express provisions of this 2001 Plan and provided that all actions taken shall be consistent with the purposes of this 2001 Plan, and subject to ratification by the Board of Directors only if required by applicable law, the Committee shall have full and complete authority and the sole discretion to: (i) determine those persons who shall constitute key employees eligible to be Employee Participants and others who shall be eligible as Non-employee Participants; (ii) select the Participants to whom Stock Options shall be granted under this 2001 Plan; (iii) determine the size and the form of the Stock Options, if any, to be granted to any Participant; (iv) determine the time or times such Stock Options shall be granted including the grant of Stock Options in connection with other awards made, or compensation paid, to the Participant; (v) establish the terms and conditions upon which such Stock Options may be exercised and/or transferred, including the exercise of Stock Options in connection with other awards made, or compensation paid, to the Participant; (vi) make or alter any restrictions and conditions upon such Stock Options and the Stock received on exercise thereof, including, but not limited to, providing for limitations on the Participant's right to keep any Stock received on termination of employment; (vii) determine whether the Participant or the Corporation has achieved any goals or otherwise satisfied any conditions or requirements that may be imposed on or related to the exercise of Stock Options; and (viii) adopt such rules and regulations, establish, define and/or interpret these and any other terms and conditions, and make all determinations (which may be on a case-by-case basis) deemed necessary or desirable for the administration of this 2001 Plan. (c) Applicable Law. This 2001 Plan and all Stock Options shall be governed by the law of the state in which the Corporation is incorporated. Section IV. Terms of Stock Options. ----------------------- (a) Agreements. Stock Options shall be evidenced by a written agreement between the Corporation and the Participant awarded the Stock Option. This agreement shall be in such form, and contain such terms and conditions (not inconsistent with this 2001 Plan) as the Committee may determine. The agreement shall include the following or a similar statement: "This stock option is not intended to be an Incentive Stock Option, as that term is described in Section 422 of the Internal Revenue Code of 1986, as amended." (b) Term. Stock Options shall be for such periods as may be determined by the Committee. (c) Purchase Price. The purchase price of shares purchased pursuant to any Stock Option shall be determined by the Committee, and shall be paid by the Participant or other person permitted to exercise the Stock Option in full upon exercise, (i) in cash, (ii) by delivery of shares of Common Stock (valued at their Fair Market Value on the date of such exercise), (iii) any other property (valued at its Fair Market Value on the date of such exercise), or (iv) any combination of cash, stock and other property, with any payment made pursuant to subparagraphs (ii), (iii) or (iv) only as permitted by the Committee, in its sole discretion. In no event will the purchase price of Common Stock be less than the par value of the Common Stock. (d) Restrictions. At the discretion of the Committee, the Common Stock issued pursuant to the Stock Options granted hereunder may be subject to restrictions on vesting or transferability. (e) Withholding of Taxes. Pursuant to applicable federal, state, local or foreign laws, the Corporation may be required to collect income or other taxes upon the grant of a Stock Option to, or exercise of a Stock Option by, a holder. The Corporation may require, as a condition to the exercise of a Stock Option, or demand, at such other time as it may consider appropriate, that the Participant pay the Corporation the amount of any taxes which the Corporation may determine is required to be withheld or collected, and the Participant shall comply with the requirement or demand of the Corporation. In its discretion, the Corporation may withhold shares to be received upon exercise of a Stock Option if it deems this an appropriate method for withholding or collecting taxes. (f) Securities Law Compliance. Upon exercise (or partial exercise) of a Stock Option, the Participant or other holder of the Stock Option shall make such representations and furnish such information as may, in the opinion of counsel for the Corporation, be appropriate to permit the Corporation to issue or transfer Stock in compliance with the provisions of applicable federal or state securities laws. The Corporation, in its discretion, may postpone the issuance and delivery of Common Stock upon any exercise of a Stock Option until completion of such registration or other qualification of such shares under any federal or state laws, or stock exchange listing, as the Corporation may consider appropriate. Furthermore, the Corporation is not obligated to register or qualify the shares of Common Stock to be issued upon exercise of a Stock Option under federal or state securities laws (or to register or qualify them at any time thereafter), and it may refuse to issue such shares if, in its sole discretion, registration or exemption from registration is not practical or available. The Corporation may require that prior to the issuance or transfer of Common Stock upon exercise of a Stock Option, the Participant enter into a written agreement to comply with any restrictions on subsequent disposition that the Corporation deems necessary or advisable under any applicable federal and state securities laws. Certificates of Common Stock issued hereunder shall bear a legend reflecting such restrictions. (g) Right to Stock Option. No employee of the Corporation or any other person shall have any claim or right to be a participant in this 2001 Plan or to be granted a Stock Option hereunder. Neither this 2001 Plan nor any action taken hereunder shall be construed as giving any person any right to be retained in the employ of or continue to be associated in any way with the Corporation. Nothing contained hereunder shall be construed as giving any person any equity or interest of any kind in any assets of the Corporation or creating a trust of any kind or a fiduciary relationship of any kind between the Corporation and any such person. As to any claim for any unpaid amounts under this 2001 Plan, any person having a claim for payments shall be an unsecured creditor. (h) Indemnity. Neither the Board of Directors nor the Committee, nor any members of either, nor any employees of the Corporation or any parent, subsidiary, or other affiliate, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with their responsibilities with respect to this 2001 Plan, and the Corporation hereby agrees to indemnify the members of the Board of Directors, the members of the Committee, and the employees of the Corporation and its parent or subsidiaries in respect of any claim, loss, damage, or expense (including reasonable counsel fees) arising from any such act, omission, interpretation, construction or determination to the full extent permitted by law. (i) Participation by Foreigners. Without amending this 2001 Plan, the Committee may modify grants made to Participants who are foreign nationals or employed outside the United States so as to recognize differences in local law, tax policy, or custom. Section V. Amendment and Termination: Adjustments Upon Changes in Stock. ------ The Board of Directors of the Corporation may at any time, and from time to time, amend, suspend or terminate this 2001 Plan or any portion thereof, provided that no amendment shall be made without approval of the Corporation's stockholders if such approval is necessary to comply with any applicable tax requirement, any applicable rules or regulations of the Securities and Exchange Commission, including Rule 16b-3 (or any successor rule thereunder), or the rules and regulations of any exchange or stock market on which the Corporation's securities are listed or quoted. Except as provided herein, no amendment, suspension or termination of this 2001 Plan may affect the rights of a Participant to whom a Stock Option has been granted without such Participant's consent. If there shall be any change in the Common Stock or to any Stock Option granted under this 2001 Plan through merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other change in the corporate structure of the Corporation, appropriate adjustments may be made by the Committee (or if the Corporation is not the surviving corporation in any such transaction, the Board of Directors of the surviving corporation, or its designee) in the aggregate number and kind of shares subject to this 2001 Plan, and the number and kind of shares and the price per share subject to outstanding Stock Options. In connection with the foregoing, the Committee may issue new Stock Options in exchange for outstanding Stock Options. Section VI. Shares of Stock Subject to the Plan. ------------------------------------ The number of shares of Common Stock that may be the subject of awards under this 2001 Plan shall not exceed an aggregate of 3,000,000 shares. Shares to be delivered under this 2001 Plan may be either authorized but unissued shares of Common Stock or treasury shares. Any shares subject to a Stock Option hereunder which for any reason terminates, is canceled or otherwise expires unexercised, and any shares reacquired by the Corporation due to restrictions imposed on the shares, shares returned because payment is made hereunder in Common Stock of equivalent value rather than in cash, and/or shares reacquired from a recipient for any other reason shall, at such time, no longer count towards the aggregate number of shares which have been the subject of Stock Options issued hereunder, and such number of shares shall be subject to further awards under this 2001 Plan, provided, first, that the total number of shares then eligible for award under this 2001 Plan may not exceed the total specified in the first sentence of this Section VI, and second, that the number of shares subject to further awards shall not be increased in any way that would cause this 2001 Plan or any Stock Option to not comply with Section 16, if applicable to the Corporation. Section VII. Effective Date and Term of this Plan. ------------------------------------- The effective date of this 2001 Plan is February 1, 2001 (the "Effective Date") and awards under this 2001 Plan may be made for a period of ten years commencing on the Effective Date. The period during which a Stock Option may be exercised may extend beyond that time as provided herein. DATE OF APPROVAL BY BOARD OF DIRECTORS: As of February 1, 2001 - -------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----