1995 Stock Option Plan for Non-Employee Directors - You Bet! Inc.
YOU BET!, INC.
1995 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.
The name of this plan is the You Bet!, Inc. 1995 Stock Option
Plan for Non-Employee Directors (the "Plan"). The purpose of the Plan is to
enable You Bet!, Inc. (the "Company") to compensate non-employee members of the
Board of Directors of the Company and to provide incentives to such members,
which incentives are linked directly to increases in stockholder value and will
therefore inure to the benefit of all stockholders of the Company.
For purposes of the Plan, the following terms shall be defined
as set forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto.
(c) "Committee" means the Non-Employee Directors Stock Option
Plan Committee of the Board, or any other committee the Board may subsequently
appoint to administer the Plan. The Committee shall be composed entirely of
directors who meet the qualifications referred to in Section 2 of the Plan. If
at any time no Committee shall be in office, then the functions of the
committee specified in the Plan shall be exercised by the Board.
(d) "Company" means You Bet!, Inc., a corporation organized
under the laws of the State of Delaware, (or any successor corporation).
(e) "Fair Market Value" with respect to the Common Stock as
of any date shall mean (i) in the event the Common Stock is listed on a
national securities exchange, the closing price as reported for composite
transactions on that date, or, if no sales occurred on that date, then the
closing price on the next preceding date on which such sales of Common Stock
occurred; (ii) in the event the Common Stock is not listed on a national
securities exchange, the mean between the high bid and low asked prices
reported for shares of Common Stock traded over-the-counter on that date, or,
if no bid and asked prices were reported on that date, then the mean between
the high bid and low asked prices on the next preceding date on which such
prices were reported; or (iii) in the event there are no over-the-counter
prices for the Common Stock and it is not listed on a national securities
exchange, the fair market value as determined by the Committee in its
discretion.
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(f) "Nonqualified Stock Option" means any Stock Option that
is not an "incentive stock option" within the meaning of Section 422A of the
Code.
(g) "Stock" means the common stock, no par value, of the
Company.
(h) "Stock Option" means any option to purchase shares of
Stock granted pursuant to Section 5.
SECTION 2. ADMINISTRATION.
The Plan shall be administered by a Committee of not less than
two persons, who shall be appointed by the Board and who shall serve at the
pleasure of the Board.
SECTION 3. STOCK SUBJECT TO PLAN.
The total number of shares of Stock reserved and available for
issuance under the Plan shall be 3% of the then outstanding shares of Stock.
In the event of any merger, reorganization, consolidation,
recapitalization, Stock dividend, stock split or other change in corporate
structure affecting the Stock, a substitution or adjustment shall be made in
(i) the aggregate number of shares reserved for issuance under the Plan and
(ii) the number and option price of shares subject to outstanding Stock Options
granted under the Plan as may be determined by the Committee; provided that the
number of shares subject to any award shall always be a whole number.
SECTION 4. ELIGIBILITY.
Each non-employee member of the Board shall receive
Non-Qualified Stock Options in accordance with the provisions of Section 5.
SECTION 5. STOCK OPTIONS.
Recipients of Stock Options shall enter into a stock option
agreement with the Company, which agreement shall set forth, among other
things, the exercise price of the option, the term of the option and provisions
regarding exercisability of the option granted thereunder.
The Stock Options granted under the Plan are Non-Qualified
Stock Options.
Stock Options granted under the Plan shall be subject to the
following terms and conditions:
(a) Subject to shareholder approval of this Plan, and the
effectiveness of a Registration Statement with respect thereto, each of
__________ and __________, the non-
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Employee Directors of the Company at the inception of the Plan, will receive
options in the following amounts and at the exercise price set forth below.
______________ 10,000
______________ 10,000
(b) On the first business day after (i) the 1996 annual
stockholders' meeting of the Company, and on the first business day after each
subsequent annual stockholders' meeting of the Company thereafter during the
term of the Plan or (ii) if there shall be no annual meeting during a year, on
January 30 of succeeding year, each non-employee member of the Board shall be
granted a Non-Qualified Stock Option to purchase 5,000 shares of Stock. The
option price per share of Stock purchasable under such Stock Options shall be
100% of the fair market value on the date of grant. Such options shall be
exercisable immediately grant by payment in full of the purchase price in cash.
(c) Non-transferability of Options. No Stock Options shall
be transferable by the optionee otherwise than by will or by the laws of
descent and distribution, and all Stock Options shall be exercisable, during
the optionee's lifetime, only by the optionee.
SECTION 6. AMENDMENT AND TERMINATION.
The Board may not amend, alter, or discontinue the Plan
without the approval of the stockholders.
SECTION 7. GENERAL PROVISIONS.
(a) Each person purchasing shares pursuant to a Stock Option
must represent to and agree with the Company in writing that such person is
acquiring the shares without a view to distribution thereof. The certificates
for such shares shall include such legends that are appropriate to reflect any
restrictions on transfer.
All certificates for shares of Stock delivered under the Plan
shall be subject to such stop-transfer orders and other restrictions under the
rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Stock is then listed, and any
applicable Federal or state securities law, and a legend or legends shall be
put on any such certificates to make appropriate reference to such
restrictions.
(b) Nothing contained in the Plan shall prevent the Board
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases. The adoption
of the Plan shall not confer upon any member of the Board any right to
continued membership on such Board.
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(c) Each Participant shall, no later than the date as of
which the value of an award first becomes includible in the gross income of the
Participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any Federal,
state, or local taxes of any kind required by law to be withheld with respect
to the award. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Participant.
(d) No member of the Board or the Committee, nor any officer
or employee of the Company acting on behalf of the Board or the Committee,
shall be personally liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and all members of the
Board or the Committee and each and any officer or employee of the Company
acting on their behalf shall, to the extent permitted by law, be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation.
SECTION 8. EFFECTIVE DATE OF PLAN.
The Plan shall be effective on the date it is adopted by the
Board, subject to the approval by the Company's stockholders.
SECTION 9. TERM OF PLAN.
No Stock Option shall be granted pursuant to the Plan on or
after the tenth anniversary of the Effective Date, but awards theretofore
granted may extend beyond that date.
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