| Item 4. |
Submission of Matters to a Vote of Security Holders. |
None.
| Item 5. |
Other Information. |
Annual Meeting
The Company’s next annual stockholders’ meeting will be held on Tuesday, May 28, 2002 at 10:00 a.m.
2002 Stock Option Plan
The Company approved the 2002 Stock Option Plan, effective January 1, 2002, subject to shareholder approval, statutory authority to issue shares of common stock pursuant to options granted thereunder, and adjustments. A description along with the full text of the plan is contained in the Company’s Proxy Materials on file with the SEC. See Exhibit 10.1 hereof.
2002 Executive Incentive Plan
The Company approved the 2002 Executive Incentive Plan, effective January 1, 2002, subject to shareholder approval, statutory authority to issue shares of common stock pursuant to its terms and conditions, and adjustments. A description along with the full text of the plan is contained in the Company’s Proxy Materials on file with the SEC. See Exhibit 10.2 hereof.
2002 Management Incentive Plan
The Company approved the 2002 Management Incentive Plan, effective January 1, 2002, subject to shareholder approval, statutory authority to issue shares of common stock pursuant to options granted in connection with Bonus Awards, and adjustments. A description along with the full text of the plan is contained in the Company’s Proxy Materials on file with the SEC. See Exhibit 10.3 hereof.
Long-Term Executive Employment Agreements
The Company entered into long-term Executive Employment Agreements with all of its executive officers. These agreements provide for various types of compensation and incentives, as described below. The following summaries are qualified in their entirety by reference to the full text of each employment agreement, which agreements are attached as exhibits to this report.
Timothy M. Kardok
The Company entered into a long-term employment agreement with Timothy M. Kardok, effective and commencing January 1, 2002 and terminating December 31, 2005. Pursuant to this agreement, we agreed to the following compensation: (a) annual base salary of $225,000; (b) an aggregate of 2,935,616 shares of restricted common stock as other compensation, subject to vesting in 175,000 share increments on a quarterly basis commencing on the effective date, except the first quarter commencing as of the effective date 310,616 shares will vest at the end thereof; (c) incentive stock options to purchase 1,000,000 shares of our common stock, at an exercise price equal to 100% of the fair market value of our common stock as of the date of grant, and, subject to vesting, exercisable anytime within five (5) years of the date of grant, vesting up to a maximum of 250,000 per year and after the end of each calendar year according to an Excess Revenues formula; eligibility to earn performance awards for a minimum aggregate of 1,200,000 shares of restricted common stock during the term of his agreement at a maximum of 300,000 shares during each calendar year; and a yearly minimum bonus of $10,000, due and payable not later than January 30 with respect to the immediately preceding calendar year, which our Board of Directors may, in its sole and absolute discretion, increase the amount to as much as $100,000. See Exhibit 10.4.
Michael T. Adams
The Company entered into a long-term employment agreement with Michael T. Adams, effective and commencing January 1, 2002 and terminating December 31, 2005. Pursuant to this agreement, we agreed to the following compensation: (a) annual base salary of $105,000; (b) an aggregate of 640,000 shares of restricted common stock as other compensation, subject to vesting in 40,000 share increments on a quarterly basis commencing on the effective date; (c) incentive stock options to purchase 260,000 shares of our common stock, at an exercise price equal to 100% of the fair market value of our common stock as of the date of grant, and, subject to vesting, exercisable anytime within five (5) years of the date of grant, vesting up to a maximum of 65,000 per year and after the end of each calendar year according to an Excess Revenues formula; eligibility to earn performance awards for a minimum aggregate of 340,000 shares of restricted common stock during the term of his agreement at a maximum of 85,000 shares during each calendar year; and a discretionary bonus. See Exhibit 10.5.
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