Stock Grant Plan [2003] (23K)
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EXCALIBUR INDUSTRIES, INC.
2003 STOCK GRANT PLAN
1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS. The name of the plan is
the Excalibur Industries, Inc. 2003 Stock Grant Plan (the "PLAN"). The purpose
of the Plan is to encourage and enable the officers, employees, directors,
consultants, advisors, and other key persons of Excalibur Industries, Inc. (the
"COMPANY") and its Subsidiaries (as defined below) upon whose judgment,
initiative and efforts the Company largely depends for the successful conduct of
its business to acquire a proprietary interest in the Company. It is anticipated
that providing such persons with a direct stake in the Company's welfare will
assure a closer identification of their interests with those of the Company,
thereby stimulating their efforts on the Company's behalf and strengthening
their desire to remain with the Company.
The following terms shall be defined as set forth below:
1.1 "ACT" means the Securities Exchange Act of 1934, as
amended.
1.2 "AWARD" or "AWARDS," shall refer to Stock Awards.
1.3 "BOARD" means the Board of Directors of the Company.
1.4 "CODE" means the Internal Revenue Code of 1986, as
amended, and any successor Code, and related rules, regulations and
interpretations.
1.5 "COMMITTEE" has the meaning specified in Section 2.
1.6 "EFFECTIVE DATE" means June __, 2003.
1.7 "FAIR MARKET VALUE" of the Stock on any given date (or, if
no shares were traded or quoted on such date, as of the next preceding date on
which there was such a trade or quote) means (i) the average of the reported
high and low sale prices of the Stock as of 4:00 p.m. New York time if the Stock
is listed, admitted to unlisted trading privileges or reported on any foreign or
national securities exchange or on the Nasdaq National Market or an equivalent
foreign market on which sale prices are reported; or (ii) if the Stock is not so
listed, admitted to unlisted trading privileges or reported, the closing bid
price as of 4:00 p.m. New York time as reported by the Nasdaq SmallCap Market,
OTC Bulletin Board or the National Quotation Bureau, Inc. or other comparable
service; or (iii) if the Stock is not so listed or reported, or if there are no
transactions or quotations within the last ten trading days or trading has been
halted for extraordinary reasons, such price as the Committee determines in good
faith in the exercise of its reasonable discretion with reference to the rules
and principles of valuation set forth in Section 20.2031-2 of the Treasury
Regulations.
1.8 "INDEPENDENT DIRECTOR" means a member of the Board who is
not an employee or officer of the Company or any Subsidiary.
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