printer-friendly

Sample Business Contracts

1999 Non-Employee Directors' Stock Option Plan - Quokka Sports Inc.

Sponsored Links


                               QUOKKA SPORTS, INC.

                 1999 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

                 ADOPTED BY THE BOARD OF DIRECTORS APRIL 2, 1999
                 APPROVED BY STOCKHOLDERS _______________, 1999

                      EFFECTIVE DATE: _______________, 1999
                        TERMINATION DATE: APRIL __, 2009

1.      PURPOSES.

        (a)     ELIGIBLE OPTION RECIPIENTS. The persons eligible to receive
                Options are the Non-Employee Directors of the Company.

        (b)     AVAILABLE OPTIONS. The purpose of the Plan is to provide a means
                by which Non-Employee Directors may be given an opportunity to
                benefit from increases in value of the Common Stock through the
                granting of Nonstatutory Stock Options.

        (c)     GENERAL PURPOSE. The Company, by means of the Plan, seeks to
                retain the services of its Non-Employee Directors, to secure and
                retain the services of new Non-Employee Directors and to provide
                incentives for such persons to exert maximum efforts for the
                success of the Company and its Affiliates.

2.      DEFINITIONS.

        (a)     "AFFILIATE" means any parent corporation or subsidiary
                corporation of the Company, whether now or hereafter existing,
                as those terms are defined in Sections 424(e) and (f),
                respectively, of the Code.

        (b)     "ANNUAL GRANT" means an Option granted to a Non-Employee
                Director who meets the specified criteria pursuant to subsection
                6(b) of the Plan.

        (c)     "ANNUAL MEETING" means the annual meeting of the stockholders of
                the Company.

        (d)     "BOARD" means the Board of Directors of the Company.

        (e)     "CODE" means the Internal Revenue Code of 1986, as amended.

        (f)     "COMMON STOCK" means the common stock of the Company.

        (g)     "COMPANY" means Quokka Sports, Inc., a Delaware corporation.

        (h)     "CONSULTANT" means any person, including an advisor, (i) engaged
                by the Company or an Affiliate to render consulting or advisory
                services and who is compensated for such services or (ii) who is
                a member of the Board of Directors


                                       1.
<PAGE>   2




                of an Affiliate. However, the term "Consultant" shall not
                include either Directors of the Company who are not compensated
                by the Company for their services as Directors or Directors of
                the Company who are merely paid a director's fee by the Company
                for their services as Directors.

        (i)     "CONTINUOUS SERVICE" means that the Optionholder's service with
                the Company or an Affiliate, whether as an Employee, Director or
                Consultant, is not interrupted or terminated. The Optionholder's
                Continuous Service shall not be deemed to have terminated merely
                because of a change in the capacity in which the Optionholder
                renders service to the Company or an Affiliate as an Employee,
                Consultant or Director or a change in the entity for which the
                Optionholder renders such service, provided that there is no
                interruption or termination of the Optionholder's Continuous
                Service. For example, a change in status from a Non-Employee
                Director of the Company to a Consultant of an Affiliate or an
                Employee of the Company will not constitute an interruption of
                Continuous Service. The Board or the chief executive officer of
                the Company, in that party's sole discretion, may determine
                whether Continuous Service shall be considered interrupted in
                the case of any leave of absence approved by that party,
                including sick leave, military leave or any other personal
                leave.

        (j)     "DIRECTOR" means a member of the Board of Directors of the
                Company.

        (k)     "DISABILITY" means the inability of a person, in the opinion of
                a qualified physician acceptable to the Company, to perform the
                major duties of that person's position with the Company or an
                Affiliate of the Company because of the sickness or injury of
                the person.] [the permanent and total disability of a person
                within the meaning of Section 22(e)(3) of the Code].

        (l)     "EMPLOYEE" means any person employed by the Company or an
                Affiliate. Mere service as a Director or payment of a director's
                fee by the Company or an Affiliate shall not be sufficient to
                constitute "employment" by the Company or an Affiliate.

        (m)     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
                amended.

        (n)     "FAIR MARKET VALUE" means, as of any date, the value of the
                Common Stock determined as follows:

                      (i) If the Common Stock is listed on any established stock
                      exchange or traded on the Nasdaq National Market or the
                      Nasdaq SmallCap Market, the Fair Market Value of a share
                      of Common Stock shall be the closing sales price for such
                      stock (or the closing bid, if no sales were reported) as
                      quoted on such exchange or market (or the exchange or
                      market with the greatest volume of trading in the Common
                      Stock) on the last market trading day prior to the day of
                      determination, as reported in The Wall Street Journal or
                      such other source as the Board deems reliable.


                                       2.
<PAGE>   3







               (ii)   In the absence of such markets for the Common Stock, the
                      Fair Market Value shall be determined in good faith by the
                      Board.

        (o)    "INITIAL GRANT" means an Option granted to a Non-Employee
               Director who meets the specified criteria pursuant to subsection
               6(a) of the Plan.

        (p)    "IPO DATE" means the effective date of the initial public
               offering of the Common Stock.

        (q)    "NON-EMPLOYEE DIRECTOR" means a Director who is not an Employee.

        (r)    "NONSTATUTORY STOCK OPTION" means an Option not intended to
               qualify as an incentive stock option within the meaning of
               Section 422 of the Code and the regulations promulgated
               thereunder.

        (s)    "OFFICER" means a person who is an officer of the Company within
               the meaning of Section 16 of the Exchange Act and the rules and
               regulations promulgated thereunder.

        (t)    "OPTION" means a Nonstatutory Stock Option granted pursuant to
               the Plan.

        (u)    "OPTION AGREEMENT" means a written agreement between the Company
               and an Optionholder evidencing the terms and conditions of an
               individual Option grant. Each Option Agreement shall be subject
               to the terms and conditions of the Plan.

        (v)    "OPTIONHOLDER" means a person to whom an Option is granted
               pursuant to the Plan or, if applicable, such other person who
               holds an outstanding Option.

        (w)    "PLAN" means this Quokka Sports, Inc. 1999 Non-Employee
               Directors' Stock Option Plan.

        (x)    "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act
               or any successor to Rule 16b-3, as in effect from time to time.

        (y)    "SECURITIES ACT" means the Securities Act of 1933, as amended.

3. ADMINISTRATION.

        (a)    ADMINISTRATION BY BOARD. The Board shall administer the Plan
               unless and until the Board delegates administration of the Plan
               to a committee.

        (b)    POWERS OF BOARD. The Board shall have the power, subject to, and
               within the limitations of, the express provisions of the Plan:

                (i)     To determine the provisions of each Option to the extent
                        not specified in the Plan.


                                       3.
<PAGE>   4






               (ii)   To construe and interpret the Plan and Options granted
                      under it, and to establish, amend and revoke rules and
                      regulations for its administration. The Board, in the
                      exercise of this power, may correct any defect, omission
                      or inconsistency in the Plan or in any Option Agreement,
                      in a manner and to the extent it shall deem necessary or
                      expedient to make the Plan fully effective.

               (iii)  To amend the Plan or an Option as provided in Section 12.

               (iv)   Generally, to exercise such powers and to perform such
                      acts as the Board deems necessary or expedient to promote
                      the best interests of the Company which are not in
                      conflict with the provisions of the Plan.

4. SHARES SUBJECT TO THE PLAN.

        (a)    SHARE RESERVE. Subject to the provisions of Section 11 relating
               to adjustments upon changes in stock, the stock that may be
               issued pursuant to Options shall not exceed in the aggregate Four
               Hundred Fifty Thousand (450,000) shares of Common Stock.

        (b)    REVERSION OF SHARES TO THE SHARE RESERVE. If any Option shall for
               any reason expire or otherwise terminate, in whole or in part,
               without having been exercised in full, the stock not acquired
               under such Option shall revert to and again become available for
               issuance under the Plan.

        (c)    SOURCE OF SHARES. The stock subject to the Plan may be unissued
               shares or reacquired shares, bought on the market or otherwise.

5. ELIGIBILITY.

        Nondiscretionary Options as set forth in section 6 shall be granted
under the Plan to all Non-Employee Directors.

6. NON-DISCRETIONARY GRANTS.

        (a)    INITIAL GRANTS. Without any further action of the Board, each
               Non-Employee Director shall be granted the following Options:

                (i)     On IPO Date, each person who is then a Non-Employee
                        Director automatically shall be granted an Initial Grant
                        to purchase Twenty Five Thousand (25,000) shares of
                        Common Stock on the terms and conditions set forth
                        herein.

                (ii)    After the IPO Date, each person who is elected or
                        appointed for the first time to be a Non-Employee
                        Director automatically shall, upon the date of his or
                        her initial election or appointment to be a Non-Employee
                        Director by the Board or stockholders of the Company, be
                        granted an Initial Grant


                                       4.
<PAGE>   5





                        to purchase Twenty Five Thousand (25,000) shares of
                        Common Stock on the terms and conditions set forth
                        herein.

        (b)    ANNUAL GRANTS. On June 1 of each year commencing with
               June 1, 2000, each person who is then a Non-Employee Director
               automatically shall be granted an Annual Grant to purchase Twenty
               Five Thousand (25,000) shares of Common Stock on the terms and
               conditions set forth herein; provided however, that if the person
               has not been serving as a Non-Employee Director for the entire
               period since the preceding June 1, then the number of shares
               subject to the Annual Grant shall be reduced pro rata for each
               full quarter prior to the date of grant during which such person
               did not serve as a Non-Employee Director.

7. OPTION PROVISIONS.

        Each Option shall be in such form and shall contain such terms and
conditions as required by the Plan. Each Option shall contain such additional
terms and conditions, not inconsistent with the Plan, as the Board shall deem
appropriate. Each Option shall include (through incorporation of provisions
hereof by reference in the Option or otherwise) the substance of each of the
following provisions:

        (a)    TERM. No Option shall be exercisable after the expiration of
               three (3) years from the date it was granted.

        (b)    EXERCISE PRICE. The exercise price of each Option shall be one
               hundred percent (100%) of the Fair Market Value of the stock
               subject to the Option on the date the Option is granted.
               Notwithstanding the foregoing, an Option may be granted with an
               exercise price lower than that set forth in the preceding
               sentence if such Option is granted pursuant to an assumption or
               substitution for another option in a manner satisfying the
               provisions of Section 424(a) of the Code.

        (c)    CONSIDERATION. The purchase price of stock acquired pursuant to
               an Option may be paid, to the extent permitted by applicable
               statutes and regulations, in any combination of (i) cash or
               check, (ii) delivery to the Company of other Common Stock, (ii)
               deferred payment or (iv) any other form of legal consideration
               that may be acceptable to the Board and provided in the Option
               Agreement; provided, however, that at any time that the Company
               is incorporated in Delaware, payment of the Common Stock's "par
               value," as defined in the Delaware General Corporation Law,
               shall not be made by deferred payment.

        In the case of any deferred payment arrangement, interest shall be
compounded at least annually and shall be charged at the minimum rate of
interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.


                                       5.
<PAGE>   6







        (d)     TRANSFERABILITY. An Option shall not be transferable except by
                will or by the laws of descent and distribution and shall be
                exercisable during the lifetime of the Optionholder only by the
                Optionholder. Notwithstanding the foregoing, the Optionholder
                may, by delivering written notice to the Company, in a form
                satisfactory to the Company, designate a third party who, in the
                event of the death of the Optionholder, shall thereafter be
                entitled to exercise the Option.

        (e)     VESTING GENERALLY. Options shall vest and become exercisable
                immediately upon grant.

        (f)     TERMINATION OF CONTINUOUS SERVICE. In the event an
                Optionholder's Continuous Service terminates (other than upon
                the Optionholder's death or Disability), the Optionholder may
                exercise his or her Option (to the extent that the Optionholder
                was entitled to exercise it as of the date of termination) but
                only within such period of time ending on the earlier of (i) the
                date three (3) months following the termination of the
                Optionholder's Continuous Service, or (ii) the expiration of the
                term of the Option as set forth in the Option Agreement. If,
                after termination, the Optionholder does not exercise his or her
                Option within the time specified in the Option Agreement, the
                Option shall terminate.

        (g)     EXTENSION OF TERMINATION DATE. If the exercise of the Option
                following the termination of the Optionholder's Continuous
                Service (other than upon the Optionholder's death or Disability)
                would be prohibited at any time solely because the issuance of
                shares would violate the registration requirements under the
                Securities Act, then the Option shall terminate on the earlier
                of (i) the expiration of the term of the Option set forth in
                subsection 7(a) or (ii) the expiration of a period of three (3)
                months after the termination of the Optionholder's Continuous
                Service during which the exercise of the Option would not be in
                violation of such registration requirements.

        (h)     DISABILITY OF OPTIONHOLDER. In the event an Optionholder's
                Continuous Service terminates as a result of the Optionholder's
                Disability, the Optionholder may exercise his or her Option (to
                the extent that the Optionholder was entitled to exercise it as
                of the date of termination), but only within such period of time
                ending on the earlier of (i) the date twelve (12) months
                following such termination or (ii) the expiration of the term of
                the Option as set forth in the Option Agreement. If, after
                termination, the Optionholder does not exercise his or her
                Option within the time specified herein, the Option shall
                terminate.

        (i)     DEATH OF OPTIONHOLDER. In the event (i) an Optionholder's
                Continuous Service terminates as a result of the Optionholder's
                death or (ii) the Optionholder dies within the three-month
                period after the termination of the Optionholder's Continuous
                Service for a reason other than death, then the Option may be
                exercised (to the extent the Optionholder was entitled to
                exercise the Option as of the date of death) by the
                Optionholder's estate, by a person who acquired the right


                                       6.
<PAGE>   7


                to exercise the Option by bequest or inheritance or by a person
                designated to exercise the Option upon the Optionholder's death,
                but only within the period ending on the earlier of (1) the date
                eighteen (18) months following the date of death or (2) the
                expiration of the term of such Option as set forth in the Option
                Agreement. If, after death, the Option is not exercised within
                the time specified herein, the Option shall terminate.

8. COVENANTS OF THE COMPANY.

        (a)     AVAILABILITY OF SHARES. During the terms of the Options, the
                Company shall keep available at all times the number of shares
                of Common Stock required to satisfy such Options.

        (b)     SECURITIES LAW COMPLIANCE. The Company shall seek to obtain from
                each regulatory commission or agency having jurisdiction over
                the Plan such authority as may be required to grant Options and
                to issue and sell shares of Common Stock upon exercise of the
                Options; provided, however, that this undertaking shall not
                require the Company to register under the Securities Act the
                Plan, any Option or any stock issued or issuable pursuant to any
                such Option. If, after reasonable efforts, the Company is unable
                to obtain from any such regulatory commission or agency the
                authority which counsel for the Company deems necessary for the
                lawful issuance and sale of stock under the Plan, the Company
                shall be relieved from any liability for failure to issue and
                sell stock upon exercise of such Options unless and until such
                authority is obtained.

9. USE OF PROCEEDS FROM STOCK.

        Proceeds from the sale of stock pursuant to Options shall constitute
general funds of the Company.

10. MISCELLANEOUS.

        (a)     STOCKHOLDER RIGHTS. No Optionholder shall be deemed to be the
                holder of, or to have any of the rights of a holder with respect
                to, any shares subject to such Option unless and until such
                Optionholder has satisfied all requirements for exercise of the
                Option pursuant to its terms.

        (b)     NO SERVICE RIGHTS. Nothing in the Plan or any instrument
                executed or Option granted pursuant thereto shall confer upon
                any Optionholder any right to continue to serve the Company as a
                Non-Employee Director or shall affect the right of the Company
                or an Affiliate to terminate (i) the employment of an Employee
                with or without notice and with or without cause, (ii) the
                service of a Consultant pursuant to the terms of such
                Consultant's agreement with the Company or an Affiliate or (iii)
                the service of a Director pursuant to the Bylaws of the Company
                or an Affiliate, and any applicable provisions of the corporate
                law of the state in which the Company or the Affiliate is
                incorporated, as the case may be.


                                       7.
<PAGE>   8







        (c)     INVESTMENT ASSURANCES. The Company may require an Optionholder,
                as a condition of exercising or acquiring stock under any
                Option, (i) to give written assurances satisfactory to the
                Company as to the Optionholder's knowledge and experience in
                financial and business matters and/or to employ a purchaser
                representative reasonably satisfactory to the Company who is
                knowledgeable and experienced in financial and business matters
                and that he or she is capable of evaluating, alone or together
                with the purchaser representative, the merits and risks of
                exercising the Option; and (ii) to give written assurances
                satisfactory to the Company stating that the Optionholder is
                acquiring the stock subject to the Option for the Optionholder's
                own account and not with any present intention of selling or
                otherwise distributing the stock. The foregoing requirements,
                and any assurances given pursuant to such requirements, shall be
                inoperative if (iii) the issuance of the shares upon the
                exercise or acquisition of stock under the Option has been
                registered under a then currently effective registration
                statement under the Securities Act or (iv) as to any particular
                requirement, a determination is made by counsel for the Company
                that such requirement need not be met in the circumstances under
                the then applicable securities laws. The Company may, upon
                advice of counsel to the Company, place legends on stock
                certificates issued under the Plan as such counsel deems
                necessary or appropriate in order to comply with applicable
                securities laws, including, but not limited to, legends
                restricting the transfer of the stock.

        (d)     WITHHOLDING OBLIGATIONS. The Optionholder may satisfy any
                federal, state or local tax withholding obligation relating to
                the exercise or acquisition of stock under an Option by any of
                the following means (in addition to the Company's right to
                withhold from any compensation paid to the Optionholder by the
                Company) or by a combination of such means: (i) tendering a cash
                payment; (ii) authorizing the Company to withhold shares from
                the shares of the Common Stock otherwise issuable to the
                Optionholder as a result of the exercise or acquisition of stock
                under the Option; or (iii) delivering to the Company owned and
                unencumbered shares of the Common Stock.

11. ADJUSTMENTS UPON CHANGES IN STOCK.

        (a)     CAPITALIZATION ADJUSTMENTS. If any change is made in the stock
                subject to the Plan, or subject to any Option, without the
                receipt of consideration by the Company (through merger,
                consolidation, reorganization, recapitalization,
                reincorporation, stock dividend, dividend in property other than
                cash, stock split, liquidating dividend, combination of shares,
                exchange of shares, change in corporate structure or other
                transaction not involving the receipt of consideration by the
                Company), the Plan will be appropriately adjusted in the
                class(es) and maximum number of securities subject both to the
                Plan pursuant to subsection 4(a) and to the nondiscretionary
                Options specified in Section 5, and the outstanding Options will
                be appropriately adjusted in the class(es) and number of
                securities and price per share of stock subject to such
                outstanding Options. The


                                       8.
<PAGE>   9

                Board shall make such adjustments, and its determination shall
                be final, binding and conclusive. (The conversion of any
                convertible securities of the Company shall not be treated as a
                transaction "without receipt of consideration" by the Company.)

12. AMENDMENT OF THE PLAN AND OPTIONS.

        (a)     AMENDMENT OF PLAN. The Board at any time, and from time to time,
                may amend the Plan. However, except as provided in Section 11
                relating to adjustments upon changes in stock, no amendment
                shall be effective unless approved by the stockholders of the
                Company to the extent stockholder approval is necessary to
                satisfy the requirements of Rule 16b-3 or any Nasdaq or
                securities exchange listing requirements.

        (b)     STOCKHOLDER APPROVAL. The Board may, in its sole discretion,
                submit any other amendment to the Plan for stockholder approval.

        (c)     NO IMPAIRMENT OF RIGHTS. Rights under any Option granted before
                amendment of the Plan shall not be impaired by any amendment of
                the Plan unless (i) the Company requests the consent of the
                Optionholder and (ii) the Optionholder consents in writing.

        (d)     AMENDMENT OF OPTIONS. The Board at any time, and from time to
                time, may amend the terms of any one or more Options; provided,
                however, that the rights under any Option shall not be impaired
                by any such amendment unless (i) the Company requests the
                consent of the Optionholder and (ii) the Optionholder consents
                in writing.

13. TERMINATION OR SUSPENSION OF THE PLAN.

        (a)     PLAN TERM. The Board may suspend or terminate the Plan at any
                time. Unless sooner terminated, the Plan shall terminate on the
                day before the tenth (10th) anniversary of the date the Plan is
                adopted by the Board or approved by the stockholders of the
                Company, whichever is earlier. No Options may be granted under
                the Plan while the Plan is suspended or after it is terminated.

        (b)     NO IMPAIRMENT OF RIGHTS. Suspension or termination of the Plan
                shall not impair rights and obligations under any Option granted
                while the Plan is in effect except with the written consent of
                the Optionholder.

14. EFFECTIVE DATE OF PLAN.

        The Plan shall become effective on the IPO Date, but no Option shall be
exercised unless and until the Plan has been approved by the stockholders of the
Company, which approval shall be within twelve (12) months before or after the
date the Plan is adopted by the Board.


                                       9.
<PAGE>   10






15. CHOICE OF LAW.

        All questions concerning the construction, validity and interpretation
of this Plan shall be governed by the law of the State of California, without
regard to such state's conflict of laws rules.


                                      10.