-----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, EKjzjUbaeWAJPw7BsLdiSSTnkuzhs21urxERMNASI/WCZh2jRDCbMWF5x1rkulJ1 sR+9fDiyEwXM6XAEx8kO5g== 0001015402-01-001120.txt : 20010417 0001015402-01-001120.hdr.sgml : 20010417 ACCESSION NUMBER: 0001015402-01-001120 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20010416 EFFECTIVENESS DATE: 20010416 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLANET EARTH RECYCLING INC CENTRAL INDEX KEY: 0001083722 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 980208988 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59008 FILM NUMBER: 1603134 BUSINESS ADDRESS: STREET 1: 435 MARTIN ST STREET 2: 1859SPYGLASS PLACE V5Z 4K6 CITY: BLAINE STATE: WA ZIP: 98230 BUSINESS PHONE: 3603321350 MAIL ADDRESS: STREET 1: 435 MARTIN ST STREET 2: 1859 SPYGLASS PLACE V5Z 4K6 CITY: BLAINE STATE: WA ZIP: 98230 FORMER COMPANY: FORMER CONFORMED NAME: MAGIC BAG CORP DATE OF NAME CHANGE: 19990909 S-8 1 0001.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PLANET EARTH RECYCLING INC. ------------------------------- (Exact Name of Registrant as Specified in its Charter) NEVADA 98-0208988 ------ ---------- (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 435 MARTIN STREET BLAINE, WASHINGTON 98230 ------------------ ----- (Address of Principal Executive Offices) (Zip Code) PLANET EARTH RECYCLING INC. 2001 STOCK OPTION PLAN ---------------------- (Full Title of the Plan) (name, address and telephone number of agent for service) (with copies to) Rowland Wallenius Derek Woolston, Esq. President Ogden Murphy Wallace P.L.L.C. Planet Earth Recycling Inc. Attorneys at Law 435 Martin Street 1601 Fifth Avenue, Suite 2100 Blaine, Washington 98230 Seattle, Washington 98101 (360) 332-1350 (206) 447-7000
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------ Proposed maximum Proposed maximum Title of securities to be Amount to be offering price per aggregate offering Amount of registered registered (1)(3) share price registration fee - ------------------------------------------------------------------------------------------------------------ Common Stock par value $0.001 7,000,000 $ 1.76 (2) $ 12,337,500 (2) $ 3,084.38 - ------------------------------------------------------------------------------------------------------------ (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 2001 Stock Option Plan described herein. (2) Estimated pursuant to Rules 457(h) and 457(c), solely for the purpose of computing the amount of the registration fee, based on the average of the bid and asked price of the Common Stock on April 9, 2001 as reported on the OTC Bulletin Board. (3) This registration statement also covers additional shares of common stock which become issuable under the 2001 Stock Option Plan with respect to the securities registered hereunder by reason of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger or consolidation, or the sale, conveyance or other transfer by Planet Earth Recycling Inc. of all or substantially all of its property or other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of Planet Earth Recycling Inc. stock.
PART I INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS Item 1. Plan Information.* ----------------- Item 2. Registrant Information and Employee Plan Annual Information.* ----------------------------------------------------------------- * Information required by Items 1 and 2 of Part I to be contained in the Section 10(a) Prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. ------------------------------------------- The following documents filed by Planet Earth Recycling Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: a. The Registrant's latest annual report on Form 10-KSB filed with the Commission on June 22, 2000; b. All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the effective date of its Form 10-SB (or November 9, 1999); and c. The description of the Registrant's Common Stock contained in the Registrant's registration statement on form 10-SB, as amended, filed under the Exchange Act on November 9, 1999, including any amendment or report filed for the purpose of updating such description. All documents filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents. Any statement contained herein or in a document, all or a portion of which is incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document modifies or supersedes such first statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. --------------------------- Not applicable 2 Item 5. Interest of Named Experts and Counsel. ------------------------------------------ None. Item 6. Indemnification of Directors and Officers. --------------------------------------------- As authorized by Section 78.751 of the Nevada General Corporation Law, the Registrant may indemnify its officers and directors against expenses incurred by such persons in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, involving such persons in their capacities as officers and directors, so long as such persons acted in good faith and in a manner which they reasonably believed to be in the Registrant's best interests. If the legal proceeding, however, is by or in the Registrant's right, the director or officer may not be indemnified in respect of any claim, issue or matter as to which he is adjudged to be liable for negligence or misconduct in the performance of his duty to the Registrant unless a court determines otherwise. Under Nevada law, corporations may also purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director or officer (or is serving at the request of the corporation as a director or officer of another corporation) for any liability asserted against such person and any expenses incurred by him in his capacity as a director or officer. These financial arrangements may include trust funds, self-insurance programs, guarantees and insurance policies. The Registrant's articles of incorporation, as amended, provide that its directors or officers shall not be personally liable to the Registrant or any of its stockholders for damages resulting from breaches of fiduciary duty as a director or officer for acts or omissions, except for damages resulting from acts or omissions which involve intentional misconduct, fraud, a knowing violation of law, or the payment of dividends in violation of the Nevada Revised Statutes. 3 The Registrant's bylaws provide for the indemnification of officers and directors to the fullest extent possible under Nevada Law, against expenses (including attorney's fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Registrant. The Registrant is also granted the power, to the maximum extent and in the manner permitted by the Nevada Revised Statutes, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was the Registrant's agent. Item 7. Exemption from Registration Claimed. -------------------------------------- Not applicable. Item 8. Exhibits. -------- The following exhibits included herewith or incorporated herein by reference are made part of this Registration Statement: 5 Opinion of Ogden Murphy Wallace, P.L.L.C.; 10.1 Planet Earth Recycling Inc. 2001 Stock Option Plan; 10.2 Form of Stock Option Agreement - Incentive Stock Option; 10.3 Form of Stock Option Agreement - Nonqualified Stock Option; 23.1 Consent of Morgan & Company, Independent Accountants; 23.2 Consent of Ogden Murphy Wallace, P.L.L.C. (see Exhibit 5.1); 24 Power of Attorney (included on signature page). Item 9. Undertakings. ------------ 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: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registereed) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) 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 the Registration Statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934 that are incorporated by reference in this Registration Statement. 4 (2) That for the purpose of determining any liability under the Securities Act of 1933, each such 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 that time shall be deemed to be the initial bona fide offering thereof. (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. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the forgoing provisions, 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 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 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, 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 Blaine, State of Washington, on April 11, 2001. PLANET EARTH RECYCLING INC. /s/ Rowland Wallenius ----------------------------- By: Rowland Wallenius Its: President THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the - --------- trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blaine, State of Washington, on April 11, 2001. PLANET EARTH RECYCLING INC. 2001 STOCK OPTION PLAN /s/ Rowland Wallenius ----------------------------- By: Rowland Wallenius Its: President 5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rowland Wallenius, as his true and lawful attorney-in-fact and agent 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 on Form S-8 of Planet Earth Recycling Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated. Signature Title Date - --------------------------- ----------- ---- /s/ Rowland Wallenius President April 11, 2001 - --------------------------- Rowland Wallenius /s/ Don Dick Director April 11, 2001 - --------------------------- Don Dick /s/ Wayne Hansen Director and Secretary April 11, 2001 - --------------------------- Wayne Hansen /s/ Gary Martin Director April 11, 2001 - --------------------------- Gary Martin 6 EXHIBIT INDEX Exhibit Number Description - --------------- ----------- 5 Opinion of Ogden Murphy Wallace, P.L.L.C.; 10.1 Planet Earth Recycling Inc. 2001 Stock Option Plan; 10.2 Form of Stock Option Agreement - Incentive Stock Option; 10.3 Form of Stock Option Agreement - Nonqualified Stock Option; 23.1 Consent of Morgan & Company, Independent Accountants; 23.2 Consent of Ogden Murphy Wallace, P.L.L.C. (see Exhibit 5.1); 24 Power of Attorney (included on signature page). EX-5 2 0002.txt EXHIBIT 5 --------- [OGDEN MURPHY WALLACE, PLLC LETTERHEAD] April 11, 2001 Planet Earth Recycling Inc. 435 Martin Street Blaine, Washington 98230 Attn: Board of Directors Re: Registration Statement on Form S-8 of Planet Earth Recycling Inc.; ----------------------------------------------------------------------- Planet Earth Recycling Inc. 2001 Stock Option Plan Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 executed by you on April 11, 2001, and to be filed with the Securities and Exchange Commission (the "SEC") in connection with the registration under the Securities Act of 1933, as amended, of Seven Million (7,000,000) shares of your common stock, par value of $.001 per share (the "Common Stock"), which will be issuable under the Planet Earth Recycling Inc. 2001 Stock Option Plan (the "Plan"). As your counsel in connection with the Registration Statement, we have examined the proceedings taken by you in connection with the adoption of the Plan and the authorization of the issuance of the shares of Common Stock under the Plan (the "Plan Shares") and such documents as we have deemed necessary to render this opinion. Based upon the foregoing, it is our opinion that the Plan Shares, when issued and outstanding pursuant to the terms of the Plan, will be validly issued, fully paid and non-assessable shares of Common Stock. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. Very truly yours, OGDEN MURPHY WALLACE, P.L.L.C. /s/ James L. Vandeberg James L. Vandeberg EX-10.1 3 0003.txt EXHIBIT 10.1 ------------ PLANET EARTH RECYCLING INC. 2001 STOCK OPTION PLAN 1. PURPOSE. The purpose of this Plan is to provide additional ------- incentives to key employees, officers, directors and consultants of Planet Earth Recycling Inc., and any of its Subsidiaries, thereby helping to attract and retain the best available personnel for positions of responsibility with those corporations and otherwise promoting the success of the business activities of such corporations. It is intended that Options issued under this Plan constitute nonqualified stock options unless otherwise specified. 2. DEFINITIONS. As used herein, the following definitions apply: ----------- (a) "1934 Act" means the Securities Exchange Act of 1934, as amended. (b) "Board" means the Board of Directors of the Employer. (c) "Code" means the Internal Revenue Code of 1986, as amended. (d) "Common Stock" means the Employer's common stock. (e) "Committee" means the Board or the Committee appointed by the Board in accordance with Section 4(a). (f) "Continuous Status as an Employee or Consultant" means the absence of any interruption or termination of service as an Employee or Consultant; Continuous Status as an Employee or Consultant will not be considered interrupted in the case of sick leave, military leave, or any other approved leave of absence. (g) "Consultant" means any person who is not an employee or officer of the Employer who serves as a consultant of the Employer or any Subsidiary of the Employer that is hereafter organized or acquired by the Employer (h) "Employee" means any person employed by or serving as an employee, officer or director of the Employer or any Subsidiary of the Employer that is hereafter organized or acquired by the Employer. (i) "Employer" means Planet Earth Recycling Inc., a Nevada corporation. (j) "Nonemployee Director" has the meaning set forth in Rule 16b-3 under the 1934 Act. (k) "Option" means a stock option granted under the Plan. PLANET EARTH RECYCLING INC. 2001 Stock Option Plan - Page 1 of 7 (l) "Optioned Stock" means the Common Stock subject to an Option. (m) "Optionee" means any person who receives an Option. (n) "Plan" means this 2001 Stock Option Plan. (o) "Subsidiary" means any bank or other corporation of which not less than fifty percent (50%) of the voting shares are held by the Employer or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Employer or a Subsidiary. 3. STOCK SUBJECT TO THE PLAN. ----------------------------- (a) Number of Shares Reserved. The maximum number of shares that -------------------------- may be optioned and sold under the Plan is Seven Million (7,000,000) shares of Common Stock of the Employer, subject to adjustment as provided in Section 6(j). During the term of this Plan, the Employer will at all times reserve and keep available a sufficient number of shares of its Common Stock to satisfy the requirements of the Plan. (b) Expired Options. If any outstanding Option expires or becomes --------------- unexercisable for any reason without having been exercised in full, the shares of Common Stock allocable to the unexercised portion of such Option will again become available for other Option grants. 4. ADMINISTRATION OF THE PLAN. ----------------------------- (a) The Committee. The Plan is administered by the Board -------------- directly, acting as a Committee of the whole, or if the Board elects, by a separate Committee appointed by the Board for that purpose and consisting of at least two Board members, all of whom must be Nonemployee Directors. All references in the Plan to the "Committee" are to such separate Committee, if any is established, or if none is then in existence, then to the Board as a whole. Once appointed, any such Committee must continue to serve until otherwise directed by the Board. From time to time the Board may increase the size of the Committee and appoint additional members thereto, remove members (with or without cause), appoint new members in substitution therefor, and fill vacancies (however caused). At all times, the Board has the power to remove all members of the Committee and thereafter to directly administer the Plan as a Committee of the whole. (b) Meetings; Reports. The Committee shall select one of its ------------------ members as chairman, and hold meetings at such times and places as the chairman or a majority of the Committee may determine. All actions of the Committee must be either by (i) a majority vote of the members of the full Committee at a meeting of the Committee, or (ii) by unanimous written consent of all members of the full Committee without a meeting. At least annually, the Committee must present a written report to the Board indicating the persons to whom Options have been granted since the date of the last such report, and in each case the date or dates of Options granted, the number of shares optioned, and the Option price per share. PLANET EARTH RECYCLING INC. 2001 Stock Option Plan - Page 2 of 7 (c) Powers of the Committee. Subject to all provisions and -------------------------- limitations of the Plan, the Committee has the authority and discretion to: (1) Determine the persons to whom Options are to be granted, the times of grant, and the number of shares to be represented by each Option; (2) Interpret the Plan; (3) Authorize any person or persons to execute and deliver Option agreements or to take any other actions deemed by the Committee to be necessary or appropriate to effectuate the grant of Options by the Committee; and (4) Make all other determinations and take all other actions that the Committee deems necessary or appropriate to administer the Plan in accordance with its terms and conditions. (d) Final Authority; Limitation of Liability. The Committee's -------------------------------------------- decisions, determinations and interpretations are final and binding on all persons, including all Optionees and any other holders or persons interested in any Options, unless otherwise expressly determined by a vote of the majority of the entire Board. No member of the Committee or of the Board may be held liable for any action or determination made in good faith with respect to the Plan or any Option. (e) Approval of Grants to Committee Composed of Non-Employee -------------------------------------------------------------- Directors. Any grant of Options to a member of a Committee composed of --------- Non-Employee Directors shall be approved of by the full Board of Directors. The full Board of Directors shall then be construed as the Committee for purposes of administering the Plan with respect to such Options. 5. ELIGIBILITY; LIMITATION OF RIGHTS. The grant of Options under the ------------------------------------ Plan is entirely discretionary with the Committee, and the adoption of the Plan does not confer upon any person any right to receive any Option or Options unless and until granted by the Committee, in its sole discretion. Neither the adoption of the Plan nor the grant of any Options to any person or Optionee will confer any right to continued employment, nor shall the same interfere in any way with that person's right or that of the Employer (or any Subsidiary) to terminate the person's employment at any time. 6. OPTION TERMS; CONDITIONS. All Option grants under the Plan must be ------------------------- (i) approved in advance by the Committee; and (ii) documented in written Option agreements in such form as the Committee approves from time to time. All Option agreements must comply with, and are subject to the following terms and conditions: PLANET EARTH RECYCLING INC. 2001 Stock Option Plan - Page 3 of 7 (a) Number of Shares. Each Option agreement must state the ------------------ number of shares subject to Option. Any number of Options may be granted to a single eligible person at any time and from time to time. (b) Option Price. The Option price for the shares of Common Stock ------------ to be issued under the Option will be determined by the Committee at the time of grant. (c) Consideration; Manner of Exercise. The Option price is ------------------------------------ payable either (i) in U.S. dollars upon exercise of the Option, or (ii) if approved by the Board, in other consideration including, without limitation, Common Stock of the Employer, services, or other property. An Option is deemed to be exercised when written notice of exercise has been given to the Employer in accordance with the terms of the Option by the person entitled to exercise the Option, together with full payment for the shares of Common Stock subject to said notice. (d) Term of Option. Under no circumstances may an Option granted --------------- under the Plan be exercisable after the expiration of ten (10) years from the date such Option is granted. The term of each Option must be determined by the Committee in its discretion. (e) Date of Grant; Holdings Period. The grant date of an Option, ------------------------------- for all purposes, is the date the Committee makes the determination granting the Option, as set forth in the Option agreement. Shares of Common Stock obtained upon the exercise of any Option may not be sold by any Optionee that is subject to Section 16 of the 1934 Act until six (6) months have elapsed since the date of the Option grant. (f) Death of Optionee. In the event of the death of an Optionee ------------------- who at the time of his or her death was an Employee or Consultant and who had been in Continuous Status as an Employee or Consultant since the date of grant of the Option, the Option terminates on the earlier of (i) six (6) months after the date of death of the Optionee, or (ii) the expiration date otherwise provided in the Option agreement. Under these circumstances, the portion of the Option that has vested will be exercisable at any time prior to such termination by the Optionee's estate, or by such person or persons who have acquired the right to exercise the Options by bequest or by inheritance or by reason of the death of the Optionee. If, at the time of death, the Optionee is not vested as to his or her entire Option, the shares covered by the unvested portion of the Option will immediately revert to the Plan. If, after termination, the Option is not exercised within the time specified by the Committee, the Option will terminate, and the shares covered by the Option will revert to the Plan. (g) Disability of Optionee. If an Optionee's status as an ------------------------ Employee or Consultant is terminated at any time during the Option period by reason of a disability (within the meaning of Section 22(e)(3) of the Code) and if the Optionee had been in Continuous Status as an Employee or Consultant at all times between the date of grant of the Option and the termination of his status as an Employee or Consultant, the Option terminates on the earlier of (i) one (1) year after the date of termination of his or her status as an Employee or Consultant, or (ii) the expiration date otherwise provided in the Option agreement. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the shares covered by the unvested portion of the Option will revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Committee, the Option will terminate, and the shares covered by the Option will revert to the Plan. PLANET EARTH RECYCLING INC. 2001 Stock Option Plan Page - 4 of 7 (h) Termination of Status as an Employee or Consultant. If an ------------------------------------------------------ Optionee's status as an Employee or Consultant is terminated at any time after the grant of an Option by the Optionee for any reason other than death or disability, as provided in Sections 6(f) and 6(g), and not by the Company, as provided below, the Option terminates on the earlier of (i) thirty (30) days following termination of status as an Employee or Consultant, or (ii) the expiration date otherwise provided in the Option agreement. If an Optionee's status as an Employee or Consultant is terminated by the Company for any reason other than death or disability, as provided in Sections 6(f) and 6(g), at any time after the grant of an Option, then the Option terminates on the date of termination of status as an Employee or Consultant. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the shares covered by the unvested portion of the Option will revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified by the Committee, the Option will terminate, and the shares covered by the Option will revert to the Plan. (i) Nontransferability of Options. Except as permitted by the ------------------------------- Committee, no Option granted under the Plan may be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. (j) Adjustments Upon Changes in Capitalization. Subject to any --------------------------------------------- required action by the shareholders of the Employer, the number of shares of Common Stock covered by each outstanding Option, the number of shares of Common Stock available for grant of additional Options, and the price per share of Common Stock specified in each outstanding Option, must be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from any stock split or other subdivision or consolidation of shares, the payment of any stock dividend (but only on the Common Stock) or any other increase or decrease in the number of such shares of Common Stock effected without receipt of consideration by the Employer; provided, however, that conversion of any -------- ------- convertible securities of the Employer will not be deemed to have been "effected with-out receipt of consideration." Any adjustments as a result of a change in the Employer's capitalization will be made by the Committee, whose determination in that respect is final, binding and conclusive. Except as otherwise expressly provided in this Section 6(j), no Optionee shall have any rights by reason of any stock split or the payment of any stock dividend or any other increase or decrease in the number of shares of Common Stock. Except as otherwise expressly provided in this Section 6(j), any issue by the Employer of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect the number of shares or price of Common Stock subject to any Options, and no adjustments in Options shall be made by reason thereof. The grant of an Option under the Plan does not in any way affect the right or power of the Employer to make adjustments, reclassifications, reorganizations or changes of its capital or business structure. PLANET EARTH RECYCLING INC. 2001 Stock Option Plan Page - 5 of 7 (k) Conditions Upon Issuance of Shares. Shares of Common Stock ------------------------------------- may not be issued with respect to an Option granted under the Plan unless the exercise of the Option and the issuance and delivery of such shares pursuant thereto complies with all applicable provisions of law, including, applicable federal and state securities laws. As a condition to the exercise of an Option, the Employer may require the person exercising such Option to represent and warrant at the time of exercise that the shares of Common Stock are being purchased only for investment and without any present intention to sell or distribute such Common Stock if, in the opinion of counsel for the Employer, such a representation is required by any relevant provisions of law. (l) Change of Control, Merger, Sale of Assets, Etc. In the event ----------------------------------------------- of the sale or other transfer of the outstanding shares of stock of the Employer in one transaction or a series of related transactions or a merger or reorganization of the Employer with or into any other corporation, where immediately following the transaction, those persons who were shareholders of the Employer immediately before the transaction control less than 50% of the voting power of the surviving organization (a "change of control event") or in the event of a proposed sale of substantially all of the assets of the Employer, or in the event of a proposed dissolution or liquidation of the Employer (collectively, "sale transaction") all outstanding Options that are not then fully exercisable become exercisable immediately before the date of closing of any change of control event or sale transaction or such earlier date as the Committee may fix. (m) Substitute Stock Options. In connection with the acquisition ------------------------- or proposed acquisition by the Employer or any Subsidiary, whether by merger, acquisition of stock or assets, or other reorganization transaction, of a business any employees of which have been granted options, the Committee is authorized to issue, in substitution of any such unexercised stock options, a new Option under this Plan which confers upon the Optionee substantially the same benefits as the old option. (n) Tax Compliance. The Employer, in its sole discretion, may --------------- take any actions that it reasonably believes to be required in order to comply with any local, state, or federal tax laws relating to the reporting or withholdings of taxes attributable to the grant or exercise of any Option or the disposition of any shares of Common Stock issued upon exercise of an Option, including, but not limited to: (i) withholdings from any Optionee exercising an Option a number of shares of Common Stock having a fair market value equal to the amount required to be withheld by Employer under applicable tax laws, and (ii) withholdings from any form of compensation or other amount due an Optionee or holder of shares of Common Stock issued upon exercise of an Option any amount required to be withheld by Employer under applicable tax laws. Withholdings or reporting is considered required for purposes of this Section 6(n) if any tax deduction or other favorable tax treatment available to Employer is conditioned upon such reporting or withholdings. PLANET EARTH RECYCLING INC. 2001 Stock Option Plan Page - 6 of 7 (o) Other Provisions. Option agreements executed under the Plan ----------------- may contain such other provisions as the Committee deems advisable, provided that they are not inconsistent with any of the other terms and conditions of the Plan or applicable laws. 7. TERM OF THE PLAN. The Plan is effective on the date of adoption of ----------------- the Plan by the Board. Unless sooner terminated as provided in Section 8, the Plan will terminate on the tenth (10th) anniversary of its effective date. Options may be granted at any time after the effective date and prior to the date of termination of the Plan. 8. AMENDMENT; EARLY TERMINATION. The Board may terminate or amend the ----------------------------- Plan at any time and in such respects as it deems advisable, although no amendment or termination would affect any previously-granted Options, which would remain in full force and effect notwithstanding any amendment or termination of the Plan. Shareholder approval of any amendments to the Plan must be obtained whenever required by applicable law(s) or stock market regulations. 9. INABILITY TO OBTAIN AUTHORITY. The inability of the Employer to -------------------------------- obtain authority to issue and sell shares under the Plan from any regulatory body having jurisdiction, which authority is considered by the Employer's counsel to be necessary to the lawful issuance and sale of the shares under the Plan, will relieve the Employer of any liability in respect of the failure to issue or sell those shares. 10. SHAREHOLDER APPROVAL. Approval of the Plan is subject to affirmative --------------------- vote of the holders of a majority of the outstanding shares of Common Stock of the Employer at a duly convened meeting of the shareholders of the Employer, which approval must occur within twelve (12) months before or after the date of adoption of the Plan by the Board. * * * * CERTIFICATE OF ADOPTION I certify that the foregoing plan was adopted by the Board on April 2, 2001. /s/ Gary Martin -------------------- Gary Martin Secretary Planet Earth Recycling Inc. PLANET EARTH RECYCLING INC. 2001 Stock Option Plan - Page 7 of 7 SCHEDULE A PLANET EARTH RECYCLING INC. Option Grant Schedule for 2001 Stock Option Plan - ------------- --------------- ------------------- ------------- Name of No. of Shares Date(s) First Optionee Under Option Date of Grant Exercisable - ------------- --------------- ------------------- ------------- - ------------- --------------- ------------------- ------------- - ------------- --------------- ------------------- ------------- - ------------- --------------- ------------------- ------------- - ------------- --------------- ------------------- ------------- - ------------- --------------- ------------------- ------------- - ------------- --------------- ------------------- ------------- - ------------- --------------- ------------------- ------------- - ------------- --------------- ------------------- ------------- The Option awards listed above were approved by the Committee (or the entire Board, acting as the Plan Administrator) on this ___ day of _____________________, ________. __________________________________ ____________________________________ (Signature of Member) (Signature of Member) __________________________________ ____________________________________ (Signature of Member) (Signature of Member) __________________________________ ____________________________________ (Signature of Member) (Signature of Member) EX-10.2 4 0004.txt EXHIBIT 10.2 ------------ PLANET EARTH RECYCLING INC. 2001 STOCK OPTION PLAN STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION) EMPLOYEE/OPTIONEE: ___________________________ NUMBER OF SHARES: ___________________________ Shares OPTION EXERCISE PRICE: $ __________________________ per Share DATE OF GRANT: , 20 -------------------------------- EXERCISE TERM: A Period of ____________ Years from the Date of Grant VESTING SCHEDULE: Percentage of Shares Date (from Grant Date) ----------- ---- ______* __________ ______* __________ ______* __________ ______* __________ *rounded to the next whole number of Shares THIS OPTION AGREEMENT (the "AGREEMENT") is entered into effective as of the _________ day of ________ , 2001 by and between PLANET EARTH RECYCLING INC., a Nevada corporation (the "COMPANY"), and the individual designated above (the "OPTIONEE"). RECITALS -------- A. The 2001 Stock Option Plan (the "PLAN") was adopted by the Company on _______________________, 2001, and by the shareholders on _____________ _________________, 2001; and B. The Optionee performs valuable services for the Company, a Subsidiary or a Parent; and C. As of the date hereof, the Board of Directors of the Company granted the Option as provided herein; 2001 STOCK OPTION PLAN Incentive Stock Option Agreement Page 1 NOW, THEREFORE, the parties agree to the terms and conditions herein, including the recitals. 1. GRANT OF OPTION. ----------------- 1.1 Option. An option to purchase shares of the Company's Common ------- Stock, $0.001 par value per share, (the "SHARES") is hereby granted to the Optionee (the "OPTION"). 1.2 Number of Shares. The number of Shares that the Optionee can ------------------ purchase upon exercise of the Option and the dates upon which the Option can first be exercised are set forth above. 1.3 Option Exercise Price. The price the Optionee must pay to exercise --------------------- the Option (the "OPTION EXERCISE PRICE") is set forth above. 1.4 Date of Grant. The date the Option is granted (the "DATE OF --------------- GRANT") is set forth above. 1.5 Type of Option. The Option is intended to qualify as an Incentive --------------- Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended from time to time, or any successor provision thereto, and shall be so construed; provided, however, that nothing in this Agreement shall be interpreted as a representation, guarantee or other undertaking on the part of the Company that the Option is or will be determined to be an Incentive Stock Option within the meaning of Section 422 of the Code. To the extent this Option does not qualify and is not treated as an Incentive Stock Option, it will be treated as a Nonqualified Stock Option. 1.6 Construction. This Agreement shall be construed in accordance and ------------ consistent with, and subject to, the provisions of the Plan (the provisions of which are incorporated herein by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan. 1.7 Condition. The Option is conditioned on the Optionee's execution --------- of this Agreement. If this Agreement is not executed by the Optionee it may be canceled by the Board. 2. DURATION. -------- The Option shall be exercisable to the extent and in the manner provided herein during the EXERCISE TERM, which is set forth above; provided, however, that the Option may be earlier terminated as provided in Section 1.7 and Section 5 hereof. 3. VESTING. ------- The Option shall vest, and may be exercised, with respect to the Shares, on or after the dates set forth above, subject to earlier termination of the Option as provided in Section 1.7 and Section 5 hereof or in the Plan. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the Exercise Term unless sooner terminated as provided herein. 2001 STOCK OPTION PLAN Incentive Stock Option Agreement Page 2 4. MANNER OF EXERCISE AND PAYMENT. ---------------------------------- 4.1 To exercise the Option, the Optionee must deliver a completed copy of the OPTION EXERCISE FORM, attached hereto, to the address indicated on such Form or such other address designated by the Company from time to time. The Option may be exercised in whole or in part with respect to the vested Shares; provided, however, the Committee may establish a minimum number of Shares (e.g., 100) for which an Option may be exercised at a particular time. Within thirty (30) days of delivery of the Option Exercise Form, the Company shall deliver certificates evidencing the Shares to the Optionee, duly endorsed for transfer to the Optionee, free and clear of all liens, security interests, pledges or other claims or charges. Contemporaneously with the delivery of the Option Exercise Form, Optionee shall tender the Option Exercise Price to the Company, by cash, check, wire transfer or such other method of payment (e.g., delivery or attestation of Shares already owned) as may be acceptable to the Committee pursuant to the Plan. 4.2 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares. 5. TERMINATION OF EMPLOYMENT OR CONSULTING SERVICES. ------------------------------------------------------ 5.1 Termination of Status as Employee or Consultant Due to Death. In -------------------------------------------------------------- the event of the death of the Optionee, who at the time of his or her death was an Employee or Consultant and who had been in Continuous Status as an Employee or Consultant since the date of the grant of the option, the Option shall terminate on the earlier of (i) six (6) months after the date of the Optionee's death, or (ii) the expiration date otherwise provided in this Agreement. Under these circumstances, the portion of the Option that has vested will be exercisable at any time prior to such termination by the Optionee's estate, or by such person or persons who have acquired the right to exercise the Option by bequest or by inheritance or by reason of the death of the Optionee. 5.2 Termination of Status as Employee or Consultant Due to Disability. ------------------------------------------------------------------ If Optionee's employment or consulting status is terminated at any time during the Exercise Term by reason of a disability (within the meaning of Section 22(e)(3) of the Code) and if the Optionee had been in Continuous Status as an Employee or Consultant at all times between the date of grant of the Option and termination of his or her status as an Employee or Consultant, the Option terminates on the earlier of (i) one (1) year after the date of termination of his or her status as an Employee, or (ii) the expiration date otherwise provided in this Agreement. Under these circumstances, the portion of the Option that has vested will be exercisable by the Optionee at any time prior to such termination. 2001 STOCK OPTION PLAN Incentive Stock Option Agreement Page 3 5.3 Termination of Employee or Consultant for Other Reasons. If -------------------------------------------------------------- Optionee's status as an Employee or Consultant is terminated by the Optionee at any time after the grant of an Option for any reason other than death or disability, as provided in Sections 5.1 and 5.2, and not by the Company, as provided below, the Option terminates on the earlier of (i) thirty (30) days following termination of Optionee's status as an Employee or Consultant, or (ii) the expiration date otherwise provided in this Agreement. If Optionee's status as an Employee or Consultant is terminated at any time by the Company after the grant of an Option by the Company for any reason, then the Option terminates on the date of termination of Optionee's status as an Employee or Consultant. 5.4 Employment by Subsidiary. For purposes of this Section and Section ------------------------ 8, employment with the Company includes employment with any Parent or Subsidiary of the Company and service as a Director or Consultant of the Company or any Parent or Subsidiary shall be considered service for the Company. A change of employment between the Company and any Parent or Subsidiary (or between Subsidiaries or between a Subsidiary and a Parent) is not a termination of employment or services under this Agreement. 6. NONTRANSFERABILITY. ------------------ The Option shall not be transferable other than by will or by the laws of descent and distribution. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee. 7. RESTRICTIONS ON THE OPTIONS; RESTRICTIONS ON THE SHARES. -------------------------------------------------------------- The Option may not be exercised at any time unless, in the opinion of counsel for the Company, the issuance and sale of the Shares issued upon such exercise is exempt from registration under the Securities Act of 1933, as amended, or any other applicable federal or state securities law, rule or regulation, or the Shares have been duly registered under such laws. The Company shall not be required to register the Shares issuable upon the exercise of the Option under any such laws. Unless the Shares have been registered under all applicable laws, the Optionee shall represent, warrant and agree, as a condition to the exercise of the Option, that the Shares are being purchased for investment only and without a view to any sale or distribution of such Shares and that such Shares shall not be transferred or disposed of in any manner without registration under such laws, unless it is the opinion of counsel for the Company that such a disposition is exempt from such registration. The Optionee acknowledges that an appropriate legend, in such form as the Company shall determine, giving notice of the foregoing restrictions shall appear conspicuously on all certificates evidencing the Shares issued upon the exercise of the Option. 2001 STOCK OPTION PLAN Incentive Stock Option Agreement Page 4 The Optionee also acknowledges and agrees that, in connection with any public offering of the Company's stock, upon request of the Company or the underwriters managing any underwritten public offering of the Company's stock and making such request with the approval of the Company's Board of Directors, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of his Shares without the prior written consent of the Company or such underwriters, as the case may be, from the effective date of such registration for so long as the Company or the underwriters may specify, but in any event not to exceed 180 days. 8. NO RIGHT TO CONTINUED EMPLOYMENT OR STATUS AS A CONSULTANT. ------------------------------------------------------------------- Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon the Optionee any right with respect to continuance of employment or status as a Consultant by the Company or any Parent or Subsidiary, nor shall this Agreement or the Plan interfere in any way with the right of the Company or a Parent or Subsidiary to terminate the Optionee's employment or status as a Consultant at any time. 9. ADJUSTMENTS UPON CERTAIN EVENTS. ---------------------------------- In the event of a change in capitalization, such as a stock split, the Committee shall make appropriate adjustments to the number and class of Shares or other stock or securities subject to the Option and the purchase price for such Shares or other stock or securities. The Committee's adjustment shall be made in accordance with the provisions of Section 6(j) of the Plan and shall be effective and final, binding and conclusive for all purposes of the Plan and this Agreement. Subject to Section 6(i) of the Plan, upon a merger, consolidation, separation, reorganization or other business combination involving the Company, the Option shall be adjusted as provided in Section 6(j) of the Plan and/or the Option shall be assumed or replaced with a substitute equivalent option. 10. WITHHOLDINGS OF TAXES. ----------------------- The Company shall have the right to deduct from any distribution of cash to the Optionee an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholdings Taxes") with respect to the Option. If the Optionee is entitled to receive Shares upon exercise of the Option, the Optionee shall pay the Withholdings Taxes (if any) to the Company in cash prior to the issuance of such Shares. In satisfaction of the Withholdings Taxes, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Committee, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option, having an aggregate Fair Market Value equal to the Withholdings Taxes, provided that, if the Optionee may be subject to liability under Section 16(b) of the Exchange Act, the election must comply with the requirements applicable to Share transactions by such Optionees. 2001 STOCK OPTION PLAN Incentive Stock Option Agreement Page 5 11. MODIFICATION OF AGREEMENT. --------------------------- This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, only by a written instrument executed by the parties hereto. 12. SEVERABILITY. ------------ Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such Holdings and shall continue in full force in accordance with their terms. 13. GOVERNING LAW. -------------- The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Nevada without giving effect to the conflicts of laws principles thereof. 14. SUCCESSORS IN INTEREST. ------------------------ This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, reorganization, purchase of stock or assets, or otherwise, all or substantially all of the Company's assets and business. This Agreement shall inure to the benefit of the Optionee's heirs and legal representatives. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Optionee's heirs, executors, administrators and successors. 15. RESOLUTION OF DISPUTES. ------------------------ Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Board. Any determination made hereunder shall be final, binding and conclusive on the Optionee and the Company for all purposes. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written. PLANET EARTH RECYCLING INC. By:_____________________________________ Name:___________________________________ Title:__________________________________ 2001 STOCK OPTION PLAN Incentive Stock Option Agreement Page 6 By signing below, Optionee hereby accepts the Option subject to all its terms and provisions and agrees to be bound by the terms and provisions of the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company, and of the Committee responsible for administration of the Plan, upon any questions arising under the Plan. Optionee authorizes the Company to withhold, in accordance with applicable law, from any compensation payable to him or her, any taxes required to be withheld by federal, state or local law as a result of the grant, existence or exercise of the Option or subsequent sale of the Shares. OPTIONEE Signature:______________________________ Name:___________________________________ 2001 STOCK OPTION PLAN Incentive Stock Option Agreement Page 7 PLANET EARTH RECYCLING INC. 2001 Stock Option Plan OPTION EXERCISE FORM -------------------- 1. EXERCISE OF OPTION. Effective as of today, _____________, 20____, the undersigned ("Optionee") elects to exercise Optionee's option to purchase _______________ shares of the Common Stock (the "Shares") of Planet Earth Recycling Inc. (the "Company") under and pursuant to the 2001 Stock Option Plan (the "Plan") and the stock option agreement dated __________________ , 20___(the "Option Agreement"). The purchase price for the Shares shall be $ ________ , as required by the Option Agreement. 2. DELIVERY OF PAYMENT. Optionee has delivered to the Company the full exercise price of the Shares. 3. REPRESENTATIONS OF OPTIONEE. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. SUBMITTED BY: ACCEPTED BY: OPTIONEE PLANET EARTH RECYCLING INC. _________________________________ __________________________________ Signature By: ______________________________ _________________________________ Its: ____________________________ Print Name _________________________________ Address _________________________________ City, State, Postal Code Send or deliver this Form with an original signature to: Planet Earth Recycling Inc. 435 Martin Street Blaine, Washington 98230 Attn: President EX-10.3 5 0005.txt EXHIBIT 10.3 ------------ PLANET EARTH RECYCLING INC. 2001 STOCK OPTION PLAN STOCK OPTION AGREEMENT (NONQUALIFIED STOCK OPTION) EMPLOYEE/OPTIONEE: _________________________ NUMBER OF SHARES: _________________________ Shares OPTION EXERCISE PRICE: $ ________________ per Share DATE OF GRANT: , 20 --------------------------------- EXERCISE TERM: A Period of _________ Years from the Date of Grant VESTING SCHEDULE: Percentage of Shares Date (from Grant Date) ______* __________ ______* __________ ______* __________ ______* __________ *rounded to the next whole number of Shares THIS OPTION AGREEMENT (the "AGREEMENT") is entered into effective as of the _________ day of ________ , 2001 by and between PLANET EARTH RECYCLING INC., a Nevada corporation (the "COMPANY"), and the individual designated above (the "OPTIONEE"). RECITALS -------- A. The 2001 Stock Option Plan (the "PLAN") was adopted by the Company on ______________, 2001, and by the shareholders on ____________, 2001; and B. The Optionee performs valuable services for the Company, a Subsidiary or a Parent; and C. As of the date hereof, the Board of Directors of the Company granted the Option as provided herein; 2001 STOCK OPTION PLAN Nonqualified Stock Option Agreement Page 1 NOW, THEREFORE, the parties agree to the terms and conditions herein, including the recitals. 1. GRANT OF OPTION. ----------------- 1.1 Option. An option to purchase shares of the Company's Common ------- Stock, $0.001 par value per share, (the "SHARES") is hereby granted to the Optionee (the "OPTION"). 1.2 Number of Shares. The number of Shares that the Optionee can ------------------ purchase upon exercise of the Option and the dates upon which the Option can first be exercised are set forth above. 1.3 Option Exercise Price. The price the Optionee must pay to exercise --------------------- the Option (the "OPTION EXERCISE PRICE") is set forth above. 1.4 Date of Grant. The date the Option is granted (the "DATE OF --------------- GRANT") is set forth above. 1.5 Type of Option. The Option is intended to be a Nonqualified Stock --------------- Option. It is not intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended from time to time, or any successor provision thereto. 1.6 Construction. This Agreement shall be construed in accordance and ------------ consistent with, and subject to, the provisions of the Plan (the provisions of which are incorporated herein by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan. 1.7 Condition. The Option is conditioned on the Optionee's execution --------- of this Agreement. If this Agreement is not executed by the Optionee it may be canceled by the Board. 2. DURATION. -------- The Option shall be exercisable to the extent and in the manner provided herein during the EXERCISE TERM, which is set forth above; provided, however, that the Option may be earlier terminated as provided in Section 1.7 and Section 5 hereof. 3. VESTING. ------- The Option shall vest, and may be exercised, with respect to the Shares, on or after the dates set forth above, subject to earlier termination of the Option as provided in Section 1.7 and Section 5 hereof or in the Plan. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the Exercise Term unless sooner terminated as provided herein. 2001 STOCK OPTION PLAN Nonqualified Stock Option Agreement Page 2 4. MANNER OF EXERCISE AND PAYMENT. ---------------------------------- 4.1 To exercise the Option, the Optionee must deliver a completed copy of the OPTION EXERCISE FORM, attached hereto, to the address indicated on such Form or such other address designated by the Company from time to time. The Option may be exercised in whole or in part with respect to the vested Shares; provided, however, the Committee may establish a minimum number of Shares (e.g., 100) for which an Option may be exercised at a particular time. Within thirty (30) days of delivery of the Option Exercise Form, the Company shall deliver certificates evidencing the Shares to the Optionee, duly endorsed for transfer to the Optionee, free and clear of all liens, security interests, pledges or other claims or charges. Contemporaneously with the delivery of the Option Exercise Form, Optionee shall tender the Option Exercise Price to the Company, by cash, check, wire transfer or such other method of payment (e.g., delivery or attestation of Shares already owned) as may be acceptable to the Committee pursuant to the Plan. 4.2 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares. 5. TERMINATION OF EMPLOYMENT OR CONSULTING SERVICES. ------------------------------------------------------ 5.1 Termination of Status as Employee or Consultant Due to Death. In -------------------------------------------------------------- the event of the death of the Optionee, who at the time of his or her death was an Employee or Consultant and who had been in Continuous Status as an Employee or Consultant since the date of the grant of the option, the Option shall terminate on the earlier of (i) six (6) months after the date of the Optionee's death, or (ii) the expiration date otherwise provided in this Agreement. Under these circumstances, the portion of the Option that has vested will be exercisable at any time prior to such termination by the Optionee's estate, or by such person or persons who have acquired the right to exercise the Option by bequest or by inheritance or by reason of the death of the Optionee. 5.2 Termination of Status as Employee or Consultant Due to Disability. ------------------------------------------------------------------ If Optionee's employment or consulting status is terminated at any time during the Exercise Term by reason of a disability (within the meaning of Section 22(e)(3) of the Code) and if the Optionee had been in Continuous Status as an Employee or Consultant at all times between the date of grant of the Option and termination of his or her status as an Employee or Consultant, the Option terminates on the earlier of (i) one (1) year after the date of termination of his or her status as an Employee, or (ii) the expiration date otherwise provided in this Agreement. Under these circumstances, the portion of the Option that has vested will be exercisable by the Optionee at any time prior to such termination. 2001 STOCK OPTION PLAN Nonqualified Stock Option Agreement Page 3 5.3 Termination of Employee or Consultant for Other Reasons. If -------------------------------------------------------------- Optionee's status as an Employee or Consultant is terminated by the Optionee at any time after the grant of an Option for any reason other than death or disability, as provided in Sections 5.1 and 5.2, and not by the Company, as provided below, the Option terminates on the earlier of (i) thirty (30) days following termination of Optionee's status as an Employee or Consultant, or (ii) the expiration date otherwise provided in this Agreement. If Optionee's status as an Employee or Consultant is terminated at any time by the Company after the grant of an Option by the Company for any reason, then the Option terminates on the date of termination of Optionee's status as an Employee or Consultant. 5.4 Employment by Subsidiary. For purposes of this Section and Section ------------------------ 8, employment with the Company includes employment with any Parent or Subsidiary of the Company and service as a Director or Consultant of the Company or any Parent or Subsidiary shall be considered service for the Company. A change of employment between the Company and any Parent or Subsidiary (or between Subsidiaries or between a Subsidiary and a Parent) is not a termination of employment or services under this Agreement. 6. TRANSFERABILITY. --------------- Except as provided by the following sentence, the Option shall not be transferable other than by will or by the laws of descent and distribution. For a period of _________ months following the Date of Grant, the Option may be transferred, in whole or in part, to the extent of _________ shares to the following persons: ________________________________________________ ; but to no other person. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee or a transferee permitted by the preceding sentence. Optionee hereby represents and covenants that any transfer of the Option shall be to a "family member" as that term is defined by the General Instructions to Form S-8, through a gift or a domestic relations order. Optionee shall provide the Company with notice of any such transfer prior to the date _________ months following the Date of Grant and shall further provide to the Company any further documentation with respect to the transfer that the Company reasonably requests. 7. RESTRICTIONS ON THE OPTIONS; RESTRICTIONS ON THE SHARES. -------------------------------------------------------------- The Option may not be exercised at any time unless, in the opinion of counsel for the Company, the issuance and sale of the Shares issued upon such exercise is exempt from registration under the Securities Act of 1933, as amended, or any other applicable federal or state securities law, rule or regulation, or the Shares have been duly registered under such laws. The Company shall not be required to register the Shares issuable upon the exercise of the Option under any such laws. Unless the Shares have been registered under all applicable laws, the Optionee shall represent, warrant and agree, as a condition to the exercise of the Option, that the Shares are being purchased for investment only and without a view to any sale or distribution of such Shares and that such Shares shall not be transferred or disposed of in any manner without registration under such laws, unless it is the opinion of counsel for the Company that such a disposition is exempt from such registration. The Optionee acknowledges that an appropriate legend, in such form as the Company shall determine, giving notice of the foregoing restrictions shall appear conspicuously on all certificates evidencing the Shares issued upon the exercise of the Option. 2001 STOCK OPTION PLAN Nonqualified Stock Option Agreement Page 4 The Optionee also acknowledges and agrees that, in connection with any public offering of the Company's stock, upon request of the Company or the underwriters managing any underwritten public offering of the Company's stock and making such request with the approval of the Company's Board of Directors, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of his Shares without the prior written consent of the Company or such underwriters, as the case may be, from the effective date of such registration for so long as the Company or the underwriters may specify, but in any event not to exceed 180 days. 8. NO RIGHT TO CONTINUED EMPLOYMENT OR STATUS AS A CONSULTANT. ------------------------------------------------------------------- Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon the Optionee any right with respect to continuance of employment or status as a Consultant by the Company or any Parent or Subsidiary, nor shall this Agreement or the Plan interfere in any way with the right of the Company or a Parent or Subsidiary to terminate the Optionee's employment or status as a Consultant at any time. 9. ADJUSTMENTS UPON CERTAIN EVENTS. ---------------------------------- In the event of a change in capitalization, such as a stock split, the Committee shall make appropriate adjustments to the number and class of Shares or other stock or securities subject to the Option and the purchase price for such Shares or other stock or securities. The Committee's adjustment shall be made in accordance with the provisions of Section 6(j) of the Plan and shall be effective and final, binding and conclusive for all purposes of the Plan and this Agreement. Subject to Section 6(i) of the Plan, upon a merger, consolidation, separation, reorganization or other business combination involving the Company, the Option shall be adjusted as provided in Section 6(j) of the Plan and/or the Option shall be assumed or replaced with a substitute equivalent option. 10. WITHHOLDINGS OF TAXES. ----------------------- The Company shall have the right to deduct from any distribution of cash to the Optionee an amount equal to the federal, state and local income taxes and other amounts as may be required by law to be withheld (the "Withholdings Taxes") with respect to the Option. If the Optionee is entitled to receive Shares upon exercise of the Option, the Optionee shall pay the Withholdings Taxes (if any) to the Company in cash prior to the issuance of such Shares. In satisfaction of the Withholdings Taxes, the Optionee may make a written election (the "Tax Election"), which may be accepted or rejected in the discretion of the Committee, to have withheld a portion of the Shares issuable to him or her upon exercise of the Option, having an aggregate Fair Market Value equal to the Withholdings Taxes, provided that, if the Optionee may be subject to liability under Section 16(b) of the Exchange Act, the election must comply with the requirements applicable to Share transactions by such Optionees. 2001 STOCK OPTION PLAN Nonqualified Stock Option Agreement Page 5 11. MODIFICATION OF AGREEMENT. --------------------------- This Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, only by a written instrument executed by the parties hereto. 12. SEVERABILITY. ------------ Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such Holdings and shall continue in full force in accordance with their terms. 13. GOVERNING LAW. -------------- The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Nevada without giving effect to the conflicts of laws principles thereof. 14. SUCCESSORS IN INTEREST. ------------------------ This Agreement shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, reorganization, purchase of stock or assets, or otherwise, all or substantially all of the Company's assets and business. This Agreement shall inure to the benefit of the Optionee's heirs and legal representatives. All obligations imposed upon the Optionee and all rights granted to the Company under this Agreement shall be final, binding and conclusive upon the Optionee's heirs, executors, administrators and successors. 15. RESOLUTION OF DISPUTES. ------------------------ Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Agreement shall be determined by the Board. Any determination made hereunder shall be final, binding and conclusive on the Optionee and the Company for all purposes. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written. PLANET EARTH RECYCLING INC. By:____________________________ Name:__________________________ Title:_________________________ 2001 STOCK OPTION PLAN Nonqualified Stock Option Agreement Page 6 By signing below, Optionee hereby accepts the Option subject to all its terms and provisions and agrees to be bound by the terms and provisions of the Plan. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors of the Company, and of the Committee responsible for administration of the Plan, upon any questions arising under the Plan. Optionee authorizes the Company to withhold, in accordance with applicable law, from any compensation payable to him or her, any taxes required to be withheld by federal, state or local law as a result of the grant, existence or exercise of the Option or subsequent sale of the Shares. OPTIONEE Signature: __________________________ Name: __________________________ 2001 STOCK OPTION PLAN Nonqualified Stock Option Agreement Page 7 PLANET EARTH RECYCLING INC. 2001 Stock Option Plan OPTION EXERCISE FORM -------------------- 1. EXERCISE OF OPTION. Effective as of today, ______________ , 20___, the undersigned ("Optionee") elects to exercise Optionee's option to purchase shares of the Common Stock (the "Shares") of Planet Earth Recycling Inc. (the "Company") under and pursuant to the 2001 Stock Option Plan (the "Plan") and the stock option agreement dated __________________, 20__(the "Option Agreement"). The purchase price for the Shares shall be $ ________ , as required by the Option Agreement. 2. DELIVERY OF PAYMENT. Optionee has delivered to the Company the full exercise price of the Shares. 3. REPRESENTATIONS OF OPTIONEE. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions. SUBMITTED BY: ______________________ ACCEPTED BY: OPTIONEE PLANET EARTH RECYCLING INC. ______________________________ __________________________________ Signature By:_______________________________ _______________________________ Its:____________________________ Print Name _______________________________ Address _______________________________ City, State, Postal Code Send or deliver this Form with an original signature to: Planet Earth Recycling Inc. 435 Martin Street Blaine, Washington 98230 Attn: President EX-23.1 6 0006.txt EXHIBIT 23.1 ------------ Independent Accountants' Consent The Board of Directors Planet Earth Recycling Inc. We consent to the incorporation reference in the registration statement on Form S-8 of Planet Earth Recycling Inc. of our auditors' report dated June 5, 2000, on the consolidated balance sheet of Planet Earth Recycling Inc. (formerly Adventure Minerals Inc.) as at April 30, 2000 and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the period from May 1, 1998 to April 30, 2000, which report appears in the April 30, 2000 annual report on Form 10-KSB. Chartered Accountants "Morgan & Company" Vancouver, Canada April 10, 2001 -----END PRIVACY-ENHANCED MESSAGE-----