Exhibit 10.1


 


GENUTEC BUSINESS SOLUTIONS, INC. STOCK OPTION
PLAN- EMPLOYEE-CONSULTANT


 


 


A. Purpose and Scope


The purposes of this Plan are to encourage stock ownership by the Board
of Directors, employees, and business associates, whether direct or indirect of
the GENUTEC BUSINESS SOLUTIONS , Corporation (herein called the “Company”) and
its Subsidiaries, to provide an incentive for such Board members, employees,
and associates to expand and improve the profits and prosperity of the Company
and its Subsidiaries, and to assist the Company and its Subsidiaries in
attracting and retaining key personnel through the grant of  Options to purchase shares of the Company’s
common stock.


B. Definitions


Unless otherwise required by the context:


1. “Board” shall mean the Board of Directors of the Company.


2. “Committee” shall mean the Stock Option Plan Committee, which is
appointed by the Board, and which shall be composed of three members of the
Board.


3. “Company” shall mean the GENUTEC BUSINESS SOLUTIONS, INC., a Montana
corporation.


4. “Code” shall mean the Internal Revenue Code of 1954, as amended.


5. “Option” shall mean a right to purchase Stock, granted pursuant to
the Plan.


6. “Option Price” shall mean the purchase price for Stock under an
Option, as determined in Section F below.


7. “Participant” shall mean an employee of the Company, or of any
Subsidiary of the Company, to whom an Option is granted under the Plan.


8. “Plan” shall mean this GENUTEC BUSINESS SOLUTIONS, INC. Corporation
Stock Option Plan.


9. “Stock” shall mean the common stock of the Company, par value
$.01.


10. “Subsidiary” shall mean a subsidiary corporation of the Company, as
defined in Sections 425(f) and 425(g) of the Code.


C. Stock to be Optioned


Subject to the provisions of Section L of the Plan, the maximum number
of shares of Stock that may be optioned or sold under the Plan is 7,000,000
shares. Such shares may be treasury, or authorized, but unissued, shares of
Stock of the Company.


D. Administration


The Plan shall be administered by the Committee. Two members of the
Committee shall constitute a quorum for the transaction of business. The
Committee shall be responsible to the Board for the operation of the Plan, and
shall make recommendations to the Board with respect to participation in the Plan
by employees of the Company and its Subsidiaries, and with respect to the
extent of that participation. The interpretation and construction of any
provision of the Plan by the Committee shall be final, unless otherwise
determined by the Board. No member of the Board or the Committee shall be
liable for any action or determination made by him/her in good faith.


E. Eligibility


The Board, upon recommendation of the Committee, may grant Options to
any key management employee (including an employee who is a director or an
officer) of the Company or its Subsidiaries. Options may be awarded by the
Board at any time and from time to time to new Participants, or to then
Participants, or to a greater or lesser number of Participants, and may include
or exclude previous Participants, as the Board, upon recommendation by the
Committee shall determine. Options granted at different times need not contain
similar provisions.


F. Option Price


The purchase price for Stock under each Option shall be 100 percent of
the fair market value of the Stock at the time the Option is granted, but in no
event less than the par value of the Stock.


G. Terms and Conditions of Options


Options granted pursuant to the Plan shall be authorized by the Board
and shall be evidenced by agreements in such form as the Board, upon
recommendation of the Committee, shall from time to time approve. Such
agreements shall comply with and be subject to the following terms and
conditions:


1. Employment Agreement.  The Board may, in its discretion, include in
any Option granted under the Plan a condition that the Participant shall agree
to remain in the employ of, and to render services to, the Company or any of
its Subsidiaries for a period of time (specified in the agreement) following
the date the Option is granted. No such agreement shall impose upon the Company
or any of its Subsidiaries, however, any obligation to employ the Participant
for any period of time.


2. Time and Method of Payment.  The Option Price shall be paid in full in
cash at the time an Option is exercised under the Plan.  Otherwise, an exercise of any Option granted
under the Plan shall be invalid and


 


 

















 


of no effect. Promptly after the exercise of an Option
and the payment of the full Option Price, the Participant shall be entitled to
the issuance of a stock certificate evidencing his/her ownership of such of
Stock.  A Participant shall have none of
the rights of a shareholder until shares are issued to him/her, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such stock certificate is issued.


3. Number of Shares. 
Each Option shall state the total number of shares of Stock to which it
pertains.


4. Option Period and Limitations on Exercise of
Options.  The Board may, in its discretion,
provide that an Option may not be exercised in whole or in part for any period
or periods of time specified in the Option agreement.  Except as provided in the Option agreement,
an Option may be exercised in whole in part at any time during its term.  No Option may be exercised in less than three
(3) years, or more than eight (8) years from the date it is granted.  No Option may be exercised for a fractional
share of Stock.


5.  Option
Exercise in Event of Company Sale.  In
the event of a sale or transfer of Company in whole, upon the execution of such
sale or transfer, and in accordance with the terms of the Plan and under
conditions set forth by the Board of Directors at that time, Optionee may
receive the equity of Options upon sale of Company, regardless of Option
Period.


H. Termination of Employment


Except as provided in Section J below, if a Participant ceases to be
employed by the Company or any of its Subsidiaries, his/her Options shall
terminate immediately; provided, however, that if a Participant’s cessation of
employment with the Company and its Subsidiaries is due to his/her retirement
with the consent of the Company or any of its Subsidiaries, the Participant
may, at any time within three months after such cessation of employment,
exercise his/her Options to the extent that he/she was entitled to exercise
them on the date of cessation of employment, but in no event shall any Option
be exercisable in less than three years, or more than eight years from the date
it was granted.  The Committee may cancel
an Option during the three month period referred to in this paragraph, if the
Participant engages in employment or activities contrary, in the opinion of the
Committee, to the best interests of the Company or any of its Subsidiaries. The
Committee shall determine in each case whether a termination of employment
shall be considered a retirement with the consent of the Company or a
Subsidiary, and, subject to applicable law, whether a leave of absence shall
constitute a termination of employment. Any such determination of the Committee
shall be final and conclusive, unless overruled by the Board.


I. Rights in Event of Death


If a Participant dies while employed by the Company or any of its
Subsidiaries, or within three months after having retired with the consent of
the Company or any of its Subsidiaries, and without having fully exercised
his/her Options, the executors or administrators, or legatees or heirs, of
his/her estate shall have the right to exercise such Options to the extent that
such deceased Participant was entitled to exercise the Options on the date of
his/her death; provided, however, that in no event shall the Options be
exercisable in less than three years, or more than eight years from the date
they were granted.


J. No Obligations to Exercise Option


The granting of an Option shall impose no obligation upon the
Participant to exercise such Option.


K. Nonassignability


Options shall not be transferable other than by will or by the law of
descent and distribution, and during a Participant’s lifetime shall be
exercisable only by such Participant.


L. Effect of Change in Stock Subject to the Plan


The aggregate number of shares of Stock available for Options under the
Plan, the shares subject to any Option, and the price per share, shall all be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock subsequent to the effective date of the Plan resulting from (1)
a subdivision or consolidation of shares or any other capital adjustment, (2)
the payment of a stock dividend, or (3) other increase or decrease in such
shares effected without receipt of consideration by the Company.  If the Company shall be the surviving
corporation in any merger or consolidation, any Option shall pertain, apply,
and relate to the securities to which a holder of the number of shares of Stock
subject to the Option would have been entitled after the merger or
consolidation. Upon dissolution or liquidation of the Company, or upon a merger
or consolidation in which the Company is not the surviving corporation, all
Options outstanding under the Plan shall terminate; provided, however, that
each Participant (and each other person entitled under Section J to exercise an
Option) shall have the right, immediately prior to such dissolution or
liquidation, or such merger or consolidation, to exercise such Participant’s
Options in whole or in part, but only to the extent that such Options are
otherwise exercisable under the terms of the Plan.


M. Amendment and Termination


The Board, by resolution, may terminate, amend, or revise the Plan with
respect to any shares as to which Options have not been granted.  Neither the Board nor the Committee may,
without the consent of the holder of an Option,


 


 

















 


alter or impair any Option previously granted under the Plan, except as
authorized herein. Unless sooner terminated, the Plan shall remain in effect
for a period of ten years from the date of the Plan’s adoption by the Board.
Termination of the Plan shall not affect any Option previously granted.


N. Agreement and Representation of Employees


As a condition to the exercise of any portion of an Option, the Company
may require the person exercising such Option to represent and warrant at the
time of such exercise that any shares of Stock acquired at exercise are being
acquired 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 under the Securities Act of 1933 or any other
applicable law, regulation, or rule of any governmental agency.


O. Reservation of Shares of Stock


The Company, during the term of this Plan, will at all times reserve
and keep available, and will seek or obtain from any regulatory body having
jurisdiction any requisite authority necessary to issue and to sell, the number
of shares of Stock that shall be sufficient to satisfy the requirements of this
Plan. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority deemed necessary by counsel for the Company for the
lawful issuance and sale of its Stock hereunder shall relieve the Company of
any liability in respect of the failure to issue or sell Stock as to which the
requisite authority has not been obtained.


P. Effective Date of Plan.


The Plan shall be effective from the date that the Plan is approved by
the Board.