exv10w13



 


Exhibit 10.13


WORLDQUEST NETWORKS, INC.



2002 STOCK OPTION PLAN



     1.     Purposes of the Plan. The purposes of this 2002 Stock Option Plan are:


          - to attract and retain the best available personnel for positions of
substantial responsibility,



          - to provide additional incentive to Employees, Directors and
Consultants, and



          - to promote the success of the Company’s business.



          Options granted under the Plan are Nonstatutory Stock Options.



     2.     Definitions. As used herein, the following definitions shall apply:


          (a) “Administrator” means the Board or any of its Committees as shall be
administering the Plan, in accordance with Section 4 of the Plan.



          (b) “Applicable Laws” means the requirements relating to the
administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options are, or will be, granted
under the Plan.



          (c) “Board” means the Board of Directors of the Company.



          (d) “Code” means the Internal Revenue Code of 1986, as amended.



          (e) “Committee” means a committee of Directors appointed by the Board in
accordance with Section 4 of the Plan.



          (f) “Common Stock” means the common stock of the Company.



          (g) “Company” means WORLDQUEST NETWORKS, INC., a Delaware corporation.



          (h) “Consultant” means any person, including an advisor, engaged by the
Company or a Parent or Subsidiary to render services to such entity.



          (i) “Director” means a member of the Board.



          (j) “Disability” means total and permanent disability as defined in
Section 22(e)(3) of the Code.



          (k) “Employee” means any person, including Officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. A Service
Provider shall not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor.
Neither service as a Director nor payment of a director’s fee by the Company
shall be sufficient to constitute “employment” by the Company.



          (l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.



          (m) “Fair Market Value” means, as of any date, the value of Common Stock
determined as follows:



               (i) If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the NASDAQ National Market
or The NASDAQ Small Cap Market of The NASDAQ Stock Market, its Fair Market
Value shall be the closing sales price for such stock (or the closing bid, if
no sales were

 






 




reported) as quoted on such exchange or system for the last market trading day
prior to the time of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;


               (ii) If the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, the Fair Market Value of a Share of
Common Stock shall be the mean between the high bid and low asked prices for
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 Administrator deems reliable; or



               (iii) In the absence of an established market for the Common Stock, the
Fair Market Value shall be determined in good faith by the Administrator.



          (n) “Inside Director” means a Director who is an Employee.



          (o) “Nonstatutory Stock Option” means an Option not intended to qualify as
an incentive stock option under section 422 of the Code.



          (p) “Notice of Grant” means a written or electronic notice evidencing
certain times and conditions of an individual Option grant. The Notice of
Grant is part of the Option Agreement.



          (q) “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.



          (r) “Option” means a stock option granted pursuant to the Plan.



          (s) “Option Agreement” means an agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant.
The Option Agreement is subject to the terms and conditions of the Plan.



          (t) “Option Exchange Program” means a program whereby outstanding Options
are surrendered in exchange for Options with a lower exercise price.



          (u) “Optioned Stock” means the Common Stock subject to an Option.



          (v) “Optionee” means the holder of an outstanding Option granted under
the Plan.



          (w) “Outside Director” means a Director who is not an Employee.



          (x) “Plan” means this 2002 Stock Option Plan.



          (y) “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with respect to the
Plan.



          (z) “Section 16(b) “ means Section 16(b) of the Exchange Act.



          (aa) “Service Provider” means an Employee, Director or Consultant.



          (bb) “Share” means a share of the Common Stock, as adjusted in accordance
with Section 13 of the Plan.



          (cc) “Subsidiary” means a “subsidiary corporation”, whether now or
hereafter existing, as defined in Section 424(f) of the Code.



     3.     Stock Subject to the Plan. Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 750,000 Shares. The Shares may be authorized, but unissued,
or reacquired Common Stock. If an Option expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated); provided, however, that Shares that have actually been issued
under the Plan, shall not be returned to the Plan and shall not become
available for future distribution under the Plan.


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     4.     Administration of the Plan.


          (a) Procedure.



               (i) Multiple Administrative Bodies. The Plan may be administered by
different Committees with respect to different groups of Service Providers.



               (ii) Section 162(m). To the extent that the Administrator determines it to
be desirable to qualify Options granted hereunder as “performance-based
compensation” within the meaning of Section 162(m) of the Code, the Plan shall
be administered by a Committee of two or more “outside directors” within the
meaning of Section 162(m) of the Code.



               (iii) Rule 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder
shall be structured to satisfy the requirements for exemption under Rule 16b-3.



               (iv) Other Administration. Other than as provided above, the Plan shall be
administered by (A) the Board or (B) a Committee, which committee shall be
constituted to satisfy Applicable Laws.



          (b) Powers of the Administrator. Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority, in its
discretion:



               (i) to determine the Fair Market Value;



               (ii) to select the Service Providers to whom Options may be granted
hereunder;



               (iii) to determine the number of shares of Common Stock to be covered by
each Option granted hereunder;



               (iv) to approve forms of agreement for use under the Plan;



               (v) to determine the terms and conditions, not inconsistent with the terms
of the Plan, of any Option granted hereunder. Such terms and conditions
include, but are not limited to, the exercise price, the time or times when
Options may be exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Option or the shares of Common Stock relating
thereto, based in each case on such factors as the Administrator, in its sole
discretion, shall determine;



               (vi) to reduce the exercise price of any Option to the then current Fair
Market Value if the Fair Market Value of the Common Stock covered by such
Option shall have declined since the date the Option was granted;



               (vii) to institute an Option Exchange Program;



               (viii) to construe and interpret the terms of the Plan and awards granted
pursuant to the Plan;



               (ix) to prescribe, amend and rescind rules and regulations relating to the
Plan, including rules and regulations relating to sub-plans established for the
purpose of qualifying for preferred tax treatment under foreign tax laws;



               (x) to modify or amend each Option (subject to Section 15(c) of the Plan),
including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for in the
Plan;



               (xi) to allow Optionees to satisfy withholding tax obligations by electing
to have the Company withhold from the Shares to be issued upon exercise of an
Option that number of Shares having a Fair Market Value equal to the minimum
amount required to be withheld. The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined. All elections by an Optionee to have Shares withheld for
this purpose shall be made in such form and under such conditions as the
Administrator may deem
necessary or advisable;




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               (xii) to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Option previously granted by the
Administrator;



               (xiii) to make all other determinations deemed necessary or advisable for
administering the Plan.



          (c) Effect of Administrator’s Decision. The Administrator’s decisions,
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options.



     5.     Eligibility. Only Nonstatutory Stock Options may be granted to Service
Providers.


     6.     Limitations.


          (a) Neither the Plan nor any Option shall confer upon an Optionee any
right with respect to continuing the Optionee’s relationship as a Service
Provider with the Company, nor shall they interfere in any way with the
Optionee’s right or the Company’s right to terminate such relationship at any
time, with or without Cause.



          (b) The following limitations shall apply to grants of Options:



               (i) No Service Provider shall be granted, in any fiscal year of the
Company, Options to purchase more than 750,000 Shares.



               (ii) In connection with his or her initial service, a Service Provider may
be granted Options to purchase up to an additional 750,000 Shares, which shall
not count against the limit, set forth in subsection (i) above.



               (iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company’s capitalization as described in
Section 13.



               (iv) If an Option is cancelled in the same fiscal year of the Company in
which it was granted (other than in connection with a transaction described in
Section 13), the cancelled Option will be counted against the limits set forth
in subsections (i) and (ii) above. For this purpose, if the exercise price of
an Option is reduced, the transaction will be treated as a cancellation of the
Option and the grant of a new Option.



     7.     Term of Plan. Subject to Section 19 of the Plan, the Plan shall become
effective upon its adoption by the Board. It shall continue in effect for a
term of ten (10) years unless terminated earlier under Section 15 of the Plan.


     8.     Term of Option. The term of each Option shall be stated in the Option
Agreement. In no event shall the term exceed ten (10) years from the date of
grant or such shorter term as may be provided in the Option Agreement.


     9.     Option Exercise Price and Consideration.


          (a) Exercise Price. The per share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the following:



               (i) In the case of an Option intended to qualify as “performance-based
compensation” within the meaning of Section 162(m) of the Code, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.



               (ii) Notwithstanding the foregoing, Options may be granted with a per
Share exercise price of less than 100% of the Fair Market Value per Share on
the date of grant pursuant to a merger or other corporate transaction.



          (b) Waiting Period and Exercise Dates. At the time an Option is granted,
the Administrator shall fix the period within which the Option may be exercised
and shall determine any conditions that must be satisfied before the Option may
be exercised.



          (c) Form of Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist entirely of:

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               (i) cash;



               (ii) check;



               (iii) a fully recourse promissory note bearing a rate of interest that in
the judgment of the Company’s independent public accountants does not trigger
adverse financial accounting consequences to the Company;



               (iv) other Shares which (A) in the case of Shares acquired upon exercise
of an option, have been owned by the Optionee for more than six months on the
date of surrender, and (B) have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said Option
shall be exercised;



               (v) consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan;



               (vi) any combination of the foregoing methods of payment;
or



               (vii) such other consideration and method of payment for the issuance of
Shares to the extent permitted by Applicable Laws.



     10.     Exercise of Option.


          (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. Unless the Administrator provides otherwise,
vesting of Options granted hereunder shall be tolled during any unpaid leave of
absence. An Option may not be exercised for a fraction of a Share.



               An Option shall be deemed exercised when the Company receives: (i) written
or electronic notice of exercise (in accordance with the Option Agreement) from
the person entitled to exercise the Option, and (ii) full payment for the
Shares with respect to which the Option is exercised. Full payment may consist
of any consideration and method of payment authorized by the Administrator and
permitted by the Option Agreement and the Plan. Shares issued upon exercise of
an Option shall be issued in the name of the Optionee or, if requested by the
Optionee, in the name of the Optionee and his or her spouse. Until the Shares
are issued (as evidenced by the appropriate entry on the books of the Company
or of a duly authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option. The Company
shall issue (or cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided
in Section 12 of the Plan.



               Exercising an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.



          (b) Termination of Relationship as a Service Provider. If an Optionee
ceases to be a Service Provider, such Optionee may, but only within such period
of time as is specified in the Option Agreement, and in no event later than the
expiration date of the term of such Option as set forth in the Option
Agreement), exercise his or her Option to the extent that Optionee was entitled
to exercise it at the date of such termination. In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for three (3)
months following the Optionee’s termination. 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 shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.



          (c) Disability of Optionee. If an Optionee ceases to be a Service Provider
as a result of the Optionee’s Disability, the Optionee may, but only within
twelve (12) months from the date of such termination (and in no event later
than the expiration date of the term of such Option as set forth in the Option
Agreement), exercise his or her Option to the extent that the Option is vested
on the date of termination. If, on the date of termination, the Optionee is

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not vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified herein,
the Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.


          (d) Death of Optionee. If an Optionee dies while a Service Provider, the
Option may be exercised at any time within twelve (12) months following the
date of death (but in no event later than the expiration of the term of such
Option as set forth in the Notice of Grant), by the Optionee’s estate or by a
person who acquires the right to exercise the Option by bequest or inheritance,
but only to the extent that the Option is vested on the date of death. 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 shall immediately
revert to the Plan. The Option may be exercised by the executor or
administrator of the Optionee’s estate or, if none, by the person(s) entitled
to exercise the Option under the Optionee’s will or the laws of descent or
distribution. If the Option is not so exercised within the time specified
herein, the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.



          (e) Buyout Provisions. The Administrator may at any time offer to buy out
for a payment in cash or Shares an Option previously granted based on such
terms and conditions as the Administrator shall establish and communicate to
the Optionee at the time that such offer is made.



     11.     Non-Transferability of Options. Unless determined otherwise by the
Administrator, an Option may not 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. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions,
as the Administrator deems appropriate.


     12.     Formula Option Grants to Outside Directors. Outside Directors shall be
granted Options in accordance with the following provisions:


          (a) Except as otherwise provided herein, such Options shall be subject to
the other terms and conditions of the Plan.



          (b) Except as provided in subsection (d) below, each person who first
becomes an Outside Director on or after the date this Plan is adopted by the
Board, whether through election by the stockholders of the Company or
appointment by the Board to fill a vacancy shall be automatically granted an
Option to purchase up to 25,000 Shares (the “First Option”) on the date he or
she first becomes an Outside Director; provided, however, that an Inside
Director who ceases to be an Inside Director but who remains a Director shall
not receive a First Option.



          (c) Except as provided in subsection (d) below, each Outside Director
shall be automatically granted an Option to purchase up to 10,000 Shares (a
“Subsequent Option”) following each annual meeting of the stockholders of the
Company occurring after January 1, 2002, if immediately after such meeting, he
or she shall continue to serve on the Board and shall have served on the Board
for at least the preceding six (6) months.



          (d) Notwithstanding the provisions of subsections (b) and (c) hereof, any
exercise of an Option granted before the Company has obtained stockholder
approval of the Plan in accordance with Section 19 hereof shall be conditioned
upon obtaining such stockholder approval of the Plan in accordance with Section
19 hereof.



          (e) The terms of each First Option granted pursuant to this Section shall
be as follows:



               (i) the term of the Option shall be seven (7) years.



               (ii) the exercise price per Share shall be the Fair Market Value per Share
on the date of grant of the Option.



               (iii) the Shares subject to the Option shall vest on the day immediately
preceding the next annual meeting of the stockholders following the date of
grant, provided that the Outside Director shall continue to serve on the Board
on such dates.



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          (f) The terms of each Subsequent Option granted pursuant to this Section
shall be as follows:



               (i) the term of the Option shall be seven (7) years.



               (ii) the exercise price per Share shall be the Fair Market Value per Share
on the date of grant of the Option.



               (iii) the Shares subject to the Option shall vest on the day immediately
preceding the next annual meeting of the stockholders following the date of
grant, provided that the Outside Director shall continue to serve on the Board
on such dates.



     13.     Adjustments Upon Changes in Capitalization, Merger or Asset Sale.


          (a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option as well as the price per share of Common Stock covered
by each such outstanding Option shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock affected without
receipt of consideration by the Company. The conversion of any convertible
securities of the Company shall not be deemed to have been “effected without
receipt of consideration.” Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except
as expressly provided herein, no issuance by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an Option.



          (b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, the Administrator shall notify each Optionee as
soon as practicable prior to the effective date of such proposed transaction.
The Administrator in its discretion may provide for an Optionee to have the
right to exercise his or her Option until fifteen (15) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares
as to which the Option would not otherwise be exercisable. To the extent it
has not been previously exercised, an Option will terminate immediately prior
to the consummation of such proposed action.



          (c) Merger or Asset Sale. In the event of a merger of the Company with or
into another corporation, or the sale of substantially all of the assets of the
Company (a “Merger”), each outstanding Option shall be assumed or an equivalent
option or right substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation (the “Successor Corporation”). In the
event that the Successor Corporation refuses to assume or substitute for the
Option, the Optionee shall fully vest in and have the right to exercise the
Option as to all of the Optioned Stock, including Shares as to which it would
not otherwise be vested or exercisable. If an Option becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a Merger, the
Administrator shall notify the Optionee in writing or electronically that the
Option shall be fully vested and exercisable for a period of fifteen (15) days
from the date of such notice, and the Option shall terminate upon the
expiration of such period. For the purposes of this Section 13(c), the Option
shall be considered assumed if, following the Merger, the option or right
confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option immediately prior to the Merger, the consideration
(whether stock, cash, or other securities or property) received in the Merger
by holders of Common Stock for each Share held on the effective date of the
transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the Merger is not
solely common stock of the Successor Corporation or its Parent, the
Administrator may, with the consent of the Successor Corporation, provide for
the consideration to be received upon the exercise of the Option, for each
Share of Optioned Stock subject to the Option, to be solely common stock of the
Successor Corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the Merger.



     14.     Date of Grant. The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.


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     15.     Amendment and Termination of the Plan.


          (a) Amendment and Termination. The Board may at any time amend, alter,
suspend or terminate the Plan.



          (b) Shareholder Approval. The Company shall obtain shareholder approval of
any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.



          (c) Effect of Amendment or Termination. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator’s ability to
exercise the powers granted to it hereunder with respect to Options granted
under the
Plan prior to the date of such termination.



     16.     Conditions Upon Issuance of Shares.


          (a) Legal Compliance. Shares shall not be issued pursuant to the exercise
of an Option unless the exercise of such Option and the issuance and delivery
of such Shares shall comply with Applicable Laws and shall be further subject
to the approval of counsel for the Company with respect to such compliance.



          (b) Investment Representations. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.



     17.     Inability to Obtain Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company’s counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.


     18.     Reservation of Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.


     19.     Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan
is adopted. Such shareholder approval shall be obtained in the manner and to
the degree required under Applicable Laws.


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