**Exhibit 10.3**

 

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**E COM VENTURES, INC.**

**2000 DIRECTORS STOCK OPTION PLAN**

 

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1. Purpose. The purpose of this Plan is to advance the interests of E COM VENTURES, INC., a Florida corporation (the “Company”), and itsSubsidiaries by providing an additional incentive to attract and retain qualified and competent persons upon whose efforts and judgment the success of the Company and its Subsidiaries is largely dependent, through the encouragement of stockownership in the Company by such persons. This Plan is intended to supersede the Company’s 1992 Directors Stock Option Plan, as amended (the “Preexisting Plan”). As of the Effective Date of this Plan, no more stock options shall begranted under the Pre-existing Plan. 

2. Definitions. As used herein, the following terms shall have the meaning indicated:

(a) “Annual Meeting Date” shall mean the date of the annual meeting of the Company’s shareholders at whichthe Directors are elected. 

(b) “Board” shall mean the Board of Directors of the Company. 

(c) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. 

(d) “Common Stock” shall mean the Company’s Common Stock, par value $0.01 per share. 

(e) “Company” shall mean E COM VENTURES, INC., a Florida corporation. 

(f) “Director” shall mean a member of the Board. 

(g) “Effective Date” shall mean October 31, 2000. 

(h) “Eligible Director” shall mean any person who is a member of the Board and who is not an employee, full time or part time,of the Company. 

(i) “Fair Market Value” of a Share on any date of reference shall mean the “ClosingPrice” (as defined below) of the Common Stock on the business day immediately preceding the date of reference. For the purpose of determining Fair Market Value, the “Closing Price” of the Common Stock on any business day shall be(i) if the common stock is listed or admitted for trading on any United States national securities exchange, or if actual transactions 

are otherwise reported on a consolidated transaction reporting system, the last reported sale price of common stock on such exchange or reporting system, asreported in any newspaper of general circulation; (ii) if common stock is quoted on the National Association of Securities Dealers Automated Quotations System (“NASDAQ”), or any similar system of automated dissemination of quotationsof securities prices in common use, the mean between the closing high bid and low asked quotations for such day of common stock on such system; or (iii) if neither clause (i) nor (ii) is applicable, the mean between the high bid andlow asked quotations for common stock as reported by the National Quotation Bureau, Incorporated if at least two securities dealers have inserted both bid and asked quotations for common stock on at least 5 of the 10 preceding days. 

(j) “Initial Election Date” shall mean, with respect to an individual who becomes an Eligible Director on or after the EffectiveDate of the Plan, the date on which such individual is elected as a member of the Board. 

(k) “Option” (whencapitalized) shall mean any option granted under this Plan. 

(l) “Option Agreement” means the agreement betweenthe Company and the Optionee for the grant of an option. 

(m) “Optionee” shall mean a person to whom a stockoption is granted under this Plan or any person who succeeds to the rights of such person under this Plan by reason of the death of such person. 

(n) “Plan” shall mean this 2000 Directors Stock Option Plan for the Company. 

(o)“Pre-existing Plan” shall mean the Company’s 1992 Directors Stock Option Plan, as amended. 

(p)“Securities Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

(q) “Share” shallmean a share of Common Stock. 

(r) “Subsidiary” shall mean any corporation (other than the Company) in anyunbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 percent or more of the total combinedvoting power of all classes of stock in one of the other corporations in such chain. 

3. Shares Available for Option Grants. TheCommittee or the Board may grant to Optionees from time to time Options to purchase an aggregate of up to 120,000 Shares from the Company’s authorized and unissued Shares. If any Option granted under the Plan shall terminate, expire, or becanceled or surrendered as to any Shares, new Options may thereafter be granted covering such Shares. 

 

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4. Grants of Options. 

(a) With respect to an individual who becomes an Eligible Director on or after the Effective Date of the Plan, such Eligible Directorshall receive a grant of an Option to purchase 2,000 shares of the Common Stock of the Company on his or her Initial Election Date. 

(b) On each Annual Meeting Date while this Plan is in effect, each then Eligible Director shall receive an annual grant of an Option to purchase 4,000 shares of the Common Stock of the Company. 

(c) Upon the grant of each Option under this Plan, the Company and the Eligible Director shall enter into an Option Agreement, which shallspecify the grant date, the number of Shares subject to the Option, and the exercise price and shall include or incorporate by reference the substance of this Plan and such other terms and provisions consistent with this Plan as the Board maydetermine. 

5. Exercise Price. The exercise price per Share of any Option shall be the Fair Market Value of a Share on the date suchOption is granted. 

6. Exercise of Options. An Option shall be deemed exercised when (i) the Company has received writtennotice of such exercise in accordance with the terms of the Option, and (ii) full payment of the aggregate option price of the Shares as to which the Option is exercised has been made. The consideration to be paid for the Shares to be issuedupon exercise of an Option, as well as the method of payment of the exercise price, shall be determined by the Committee or the Board and may, in the discretion of the Committee or the Board, consist of: (1) cash, (2) certified or officialbank check, (3) money order, (4) Shares that have been held by the Optionee for at least six (6) months (or such other Shares as the Company determines will not cause the Company to recognize for a financial accounting purposes achange for compensation expense), (5) the withholding of Shares issuable upon exercise of the Option, (6) pursuant to a “cashless exercise” procedure, by delivery of a properly executed exercise notice together with such otherdocumentation, and subject to such guidelines, as the Board or the Committee shall require to effect an exercise of the Option and delivery to the Company by a licensed broker acceptable to the Company of proceeds from the sale of Shares or a marginloan sufficient to pay the exercise price and any applicable income or employment taxes, or (7) in such other consideration as the Committee or the Board deems appropriate, or by a combination of the above. The Committee or the Board in itssole discretion may accept a personal check in full or partial payment of any Shares. If the exercise price is paid in whole or in part with Shares, or through the withholding of Shares issuable upon exercise of the Option, the value of the Sharessurrendered or withheld 

 

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shall be their Fair Market Value on the date the Option is exercised. The Company in its sole discretion may, on an individual basis or pursuant to a generalprogram established in connection with this Plan, lend money to an Optionee, guarantee a loan to an Optionee, or otherwise assist an Optionee to obtain the cash necessary to exercise all or a portion of an Option granted hereunder or to pay any taxliability of the Optionee attributable to such exercise. If the exercise price is paid in whole or part with Optionee’s promissory note, such note shall (i) provide for full recourse to the maker, (ii) be collateralized by the pledgeof the Shares that the Optionee purchases upon exercise of such Option, (iii) bear interest at the prime rate of the Company’s principal lender, and (iv) contain such other terms as the Board in its sole discretion shall reasonablyrequire. No Optionee shall be deemed to be a holder of any Shares subject to an Option unless and until a stock certificate or certificates for such Shares are issued to such person(s) under the terms of this Plan. No adjustment shall be made fordividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as expressly provided in Section 10hereof. 

7. Exercisability of Options. Each Option granted hereunder shall be immediately exercisable. The expiration date of anOption shall be ten (10) years from the date of grant of the Option. 

8. Termination of Option Period. 

(a) Unless otherwise provided in any Option agreement, the unexercised portion of any Option shall automatically and without noticeterminate and become null and void at the time of the earliest to occur of the following: 

(i) three (3) months afterthe date on which the Optionee ceases to be a Director of the Company for any reason other than by reason of (A) Cause, which, for purposes of this Plan, shall mean the removal of the Optionee as a Director by reason of any act by the Optioneeof (x) fraud or intentional misrepresentation, (y) embezzlement, misappropriation, or conversion of assets or opportunities of the Company or and Subsidiary, or (z) willful misconduct or gross negligence, or (B) death;

(ii) immediately upon the removal of the Optionee as a Director for Cause; 

(iii) one year after the date the Optionee ceases to be a Director by reason of the Optionee’s death; 

(iv) immediately in the event that the Optionee shall file any lawsuit or arbitration claim against the Company or any Subsidiary, or anyof their respective officers, directors or shareholders, other than a claim to enforce a right of indemnification, whether by contract or under applicable law; or 

 

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(v) ten (10) years from the date of grant of the Option. 

(b) The Board in its sole discretion may by written notice (“Cancellation Notice”) cancel any Option that remains unvested orunexercised on the date of any of the following corporate transactions: 

(i) if the shareholders of the Company shallapprove a plan of merger, consolidation, reorganization, liquidation or dissolution in which the Company does not survive (unless the approved merger, consolidation, reorganization, liquidation or dissolution is subsequently abandoned); or

(ii) if the shareholders of the Company shall approve a plan for the sale, lease, exchange or other disposition of all orsubstantially all the property and assets of the Company (unless such plan is subsequently abandoned). 

The Cancellation Notice shall be given to theOptionees a reasonable period of time prior to the proposed date of such cancellation and may be given either before or after shareholder approval of such corporate transaction. 

9. Adjustment of Shares. 

(a) If at any time while the Plan is in effect or unexercised Options are outstanding, there shall be any increase or decrease in the number of issued and outstanding Shares through the declaration of a stock dividend or through anyrecapitalization resulting in a stock split-up, combination or exchange of Shares, then and in such event: 

(i) appropriateadjustment shall be made in the maximum number of Shares available for grant under the Plan, so that the same percentage of the Company’s issued and outstanding Shares shall continue to be subject to being so optioned; and 

(ii) appropriate adjustment shall be made in the number of Shares and the exercise price per Share thereof then subject to any outstandingOption, so that the same percentage of the Company’s issued and outstanding Shares shall remain subject to purchase at the same aggregate exercise price. 

(b) Unless otherwise provided in any Option, the Board may change the terms of Options outstanding under this Plan, with respect to theexercise price or the number of Shares subject to the Options, or both, when, in the Board’s sole discretion, such adjustments become appropriate so as to preserve but not increase benefits under the Plan. 

 

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(c) In the event of a proposed sale of all or substantially all of the Company’sassets or any reorganization, merger, consolidation or other form of corporate transaction in which the Company does not survive, where the securities of the successor corporation, or its parent company, are issued to the Company’sshareholders, then the successor corporation or a parent of the successor corporation may, with the consent of the Committee or the Board, assume each outstanding Option or substitute an equivalent option or right. If the successor corporation, orits parent, does not cause such an assumption or substitution to occur, or the Committee or the Board does not consent to such an assumption or substitution, then each Option shall terminate pursuant to Section 8(b) hereof upon the consummationof sale, merger, consolidation or other corporate transaction. 

(d) Except as otherwise expressly provided herein, theissuance by the Company of shares of its capital stock of any class, or securities convertible into shares of capital stock of any class, either in connection with direct sale or upon the exercise of rights or warrants to subscribe therefor, or uponconversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made to, the number of or exercise price for Shares then subject to outstandingOptions granted under the Plan. 

(e) Without limiting the generality of the foregoing, the existence of outstanding Optionsgranted under the Plan shall not affect in any manner the right or power of the Company to make, authorize or consummate (i) any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure orits business; (ii) any merger or consolidation of the Company; (iii) any issue by the Company of debt securities, or preferred or preference stock that would rank above the Shares subject to outstanding Options; (iv) the dissolutionor liquidation of the Company; (v) any sale, transfer or assignment of all or any part of the assets or business of the Company; or (vi) any other corporate act or proceeding, whether of a similar character or otherwise. 

10. Transferability of Options. Unless the prior written consent of the Board is obtained (which consent may be withheld for any reason) and thetransaction does not violate the requirements of Rule 16b-3 promulgated under the Securities Exchange Act, no Option shall be subject to alienation, assignment, pledge, charge or other transfer other than by the Optionee by will or the laws ofdescent and distribution, and any attempt to make any such prohibited transfer shall be void. Each Option shall be exercisable during the Optionee’s lifetime only by the Optionee, or in the case of an Option that has been assigned ortransferred with the prior written consent of the the Board, only by the permitted assignee. 

11. Issuance of Shares. 

(a) Notwithstanding any other provision of this Plan, the Company shall not be obligated to issue any Shares unless it is advised bycounsel of its selection that it may do so without violation of the applicable Federal and State laws pertaining to the issuance of securities, and may require any stock so issued to bear a legend, may give its transfer agent instructions, and maytake such other steps, as in its judgment are reasonably required to prevent any such violation. 

 

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(b) As a condition to any sale or issuance of Shares upon exercise of any Option, theBoard may require such agreements or undertakings as the Board may deem necessary or advisable to facilitate compliance with any applicable law or regulation including, but not limited to, the following: 

(i) a representation and warranty by the Optionee to the Company, at the time any Option is exercised, that he is acquiring the Shares tobe issued to him for investment and not with a view to, or for sale in connection with, the distribution of any such Shares; and 

(ii) a representation, warranty and/or agreement to be bound by any legends endorsed upon the certificate(s) for such Shares that are, in the opinion of the Board, necessary or appropriate to facilitate compliance with the provisions of anysecurities laws deemed by the Board to be applicable to the issuance and transfer of such Shares. 

12. Administration of the Plan.The Plan shall be administered by the Board, which shall have the authority to adopt such rules and regulations and to make such determinations as are not inconsistent with the Plan and as are necessary or desirable for the implementation andadministration of the Plan. Any and all decisions or determinations of the Board shall be made either (i) by a majority vote of the members of the Board at a meeting or (ii) without a meeting by the unanimous written approval of themembers of the Board. 

13. Interpretation. 

(a) As it is the intent of the Company that the Plan comply in all respects with Rule 16b-3 promulgated under the Securities Exchange Act(“Rule 16b-3”), any ambiguities or inconsistencies in construction of the Plan shall be interpreted to give effect to such intention, and if any provision of the Plan is found not to be in compliance with Rule 16b-3, such provisionshall be deemed null and void to the extent required to permit the Plan to comply with Rule 16b-3. The Committee or the Board may from time to time adopt rules and regulations under, and amend, the Plan in furtherance of the intent of the foregoing.

(b) This Plan shall be governed by the laws of the State of Florida. 

(c) Headings contained in this Plan are for convenience only and shall in no manner be construed as part of this Plan. 

(d) Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate. 

 

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14. Amendment and Discontinuation of the Plan. The Board may from time to time amend, suspend orterminate the Plan or any Option; provided, however, that, any amendment to the Plan shall be subject to the approval of the Company’s shareholders if such shareholder approval is required by any federal or state law or regulation (including,without limitation, Rule 16b-3 or to comply with Section 162(m) of the Internal Revenue Code) or the rules of any Stock exchange or automated quotation system on which the Common Stock may then be listed or granted. Except to the extentprovided in Sections 8 and 9 hereof, no amendment, suspension or termination of the Plan or any Option issued hereunder shall substantially impair the rights or benefits of any Optionee pursuant to any Option previously granted without the consentof the Optionee. 

15. Termination Date. The Plan shall terminate on the 10th anniversary of the Effective Date. 

 

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Notice of Grant of Stock Options
  E Com Ventures, Inc.
And Option Agreement
  ID: 65-0977964    Option Number:  _________________  Plan:  2000D  ID:  _________________
Effective             , you have been granteda(n) Non-Qualified Stock Option to buy              shares of E Com Ventures, Inc. (the Company) stock at$             per share. 

The total option price of the shares granted is$            

Shares in each period will become vested on the state showm. 

 

**Shares**
  
**Vest Type**
  
**Full Vest**
  
**Expiration**
              
By your signature and the Company’s signature below, you and the Company agree that these options are grantedunder and governed by the terms and conditions of the Company’s Stock Option Plan as amended and the Option Agreement, all of which are attached and made a part of this document. 

 
        E Com Ventures, Inc.  Date            Date 
 

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