2000 Stock Option/Stock Issuance Plan

EXHIBIT 99.1


GLOWBUG.COM, INC.


2000 STOCK OPTION/STOCK ISSUANCE PLAN


ARTICLE 1. GENERAL PROVISIONS.


1.1 PURPOSE OF THE PLAN. This 2000 Stock Option/Stock Issuance Plan is intended to promote the interests of Glowbug.com, Inc., a Delaware corporation, by providing eligible persons in the Corporation's employ or service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to continue in such employ or service.


Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.


1.2 STRUCTURE OF THE PLAN.


(a) The Plan shall be divided into two separate equity programs:


(i) the Option Grant Program under which eligible persons may, at
the discretion of the Plan Administrator, be granted options to purchase
shares of Common Stock, and


(ii) the Stock Issuance Program under which eligible persons may, at
the discretion of the Plan Administrator, be issued shares of Common Stock
directly, either through the immediate purchase of such shares or as a
bonus for services rendered the Corporation (or any Parent or Subsidiary).


(b) The provisions of Articles 1 and 4 shall apply to both equity programs under the Plan and shall accordingly govern the interests of all persons under the Plan.


1.3 ADMINISTRATION OF THE PLAN.


(a) The Plan shall be administered by the Board. However, any or all administrative functions otherwise exercisable by the Board may be delegated to the Committee. Members of the Committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. The Board may also at any time terminate the functions of the Committee and reassume all powers and authority previously delegated to the Committee.


(b) The Plan Administrator shall have full power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under, and issue such interpretations of, the Plan and any outstanding options or stock issuances thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan or any option or stock issuance thereunder.


1.4 ELIGIBILITY.


(a) The persons eligible to participate in the Plan are as follows:


(i) Employees,


(ii) non-employee members of the Board or the non-employee members
of the board of directors of any Parent or Subsidiary, and


(iii) consultants and other independent advisors who provide
services to the Corporation (or any Parent or Subsidiary).


(b) The Plan Administrator shall have full authority to determine, (i) with respect to the grants made under the Option Grant Program, which eligible persons are to receive the option grants, the time or times when those grants are to be made, the number of shares to be covered by each such grant, the status of the granted option as either an Incentive Option or a Non-Statutory Option, the time or times when each option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum term for which the option is to remain outstanding and (ii) with respect to stock issuances made under the Stock Issuance Program, which eligible persons are to receive stock issuances, the time or times when those issuances are to be made, the number of shares to be issued to each Participant, the vesting schedule (if any) applicable to the issued shares and the consideration to be paid by the Participant for such shares.


(c) The Plan Administrator shall have the absolute discretion either to grant options in accordance with the Option Grant Program or to effect stock issuances in accordance with the Stock Issuance Program.


1.5 STOCK SUBJECT TO THE PLAN.


(a) The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock. The maximum number of shares of Common Stock that may be issued over the term of the Plan shall not exceed 5,000,000 shares.


(b) Shares of Common Stock subject to outstanding options shall be available for subsequent issuance under the Plan to the extent (i) the options expire or terminate for any reason prior to exercise in full or (ii) the options are canceled in accordance with the cancellation-regrant provisions of Article 2. Unvested shares issued under the Plan and subsequently repurchased by the Corporation, at the option exercise or direct issue price paid per share, pursuant to the Corporation's repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants or direct stock issuances under the Plan.


(c) Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan and (ii) the number and/or class of securities and the exercise price per share in effect under each outstanding option to prevent the dilution or enlargement of benefits thereunder. The adjustments determined by the Plan Administrator shall be final, binding and conclusive. In no event shall any such


adjustments be made in connection with the conversion of one or more outstanding shares of the Corporation's preferred stock into shares of Common Stock.


ARTICLE 2. OPTION GRANT PROGRAM.


2.1 OPTION TERMS. Each option shall be evidenced by one or more documents in the form approved by the Plan Administrator; PROVIDED, HOWEVER, that each such document shall comply with the terms specified below. Each document evidencing an Incentive Option shall, in addition, be subject to the provisions of the Plan applicable to such options.


(a) EXERCISE PRICE.


(i) The exercise price per share shall be fixed by the Plan
Administrator and may be less than, equal to or greater than the Fair
Market Value on the option grant date.


(ii) The exercise price shall become immediately due upon exercise
of the option and shall, subject to the provisions of Section 4.1 and the
documents evidencing the option, be payable in cash or check made payable
to the Corporation. Should the Common Stock be registered under Section 12
of the 1934 Act at the time the option is exercised, then the exercise
price may also be paid as follows:


a) in shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's
earnings for financial reporting purposes and valued at
the Fair Market Value on the Exercise Date, or


b) to the extent the option is exercised for vested shares,
through a special sale and remittance procedure pursuant
to which the Optionee shall concurrently provide
irrevocable instructions (a) to a Corporation-designated
brokerage firm to effect the immediate sale of the
purchased shares and remit to the Corporation, out of
the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price
payable for the purchased shares plus all applicable
Federal, state and local income and employment taxes
required to be withheld by the Corporation by reason of
such exercise and (b) to the Corporation to deliver the
certificates for the purchased shares directly to such
brokerage firm to complete the sale.


Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date.


(b) EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable at such time or times, during such period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing the option grant. However, no option shall have a term in excess of ten years measured from the option grant date.


(c) EFFECT OF TERMINATION OF SERVICE.


(i) The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service or death:


a) Should the Optionee cease to remain in Service for any
reason other than death, Permanent Disability or
Misconduct, then the Optionee shall have a period of
three months following the date of such cessation of
Service during which to exercise each outstanding option
held by such Optionee.


b) Should Optionee's Service terminate by reason of
Permanent Disability, then the Optionee shall have a
period of 12 months following the date of such cessation
of Service during which to exercise each outstanding
option held by such Optionee.


c) If the Optionee dies while holding an outstanding
option, then the personal representative of his or her
estate or the person or persons to whom the option is
transferred pursuant to the Optionee's will or the laws
of inheritance shall have a 12-month period following
the date of the Optionee's death to exercise such
option.


d) Under no circumstances, however, shall any such option
be exercisable after the specified expiration of the
option term.


e) During the applicable post-Service exercise period, the
option may not be exercised in the aggregate for more
than the number of vested shares for which the option is
exercisable on the date of the Optionee's cessation of
Service. Upon the expiration of the applicable exercise
period or (if earlier) upon the expiration of the option
term, the option shall terminate and cease to be
outstanding for any vested shares for which the option
has not been exercised. However, the option shall,
immediately upon the Optionee's cessation of Service,
terminate and cease to be outstanding with respect to
any and all option shares for which the option is not
otherwise at the time exercisable or in which the
Optionee is not otherwise at that time vested.


f) Should Optionee's Service be terminated for Misconduct,
then all outstanding options held by the Optionee shall
terminate immediately and cease to remain outstanding.


(ii) The Plan Administrator shall have the discretion, exercisable
either at the time an option is granted or at any time while the option
remains outstanding, to:


a) extend the period of time for which the option is to
remain exercisable following the Optionee's cessation of
Service or death from the limited period otherwise in
effect for that option to such greater period of time as
the Plan Administrator shall deem


appropriate, but in no event beyond the expiration of
the option term, and/or


b) permit the option to be exercised, during the applicable
post-Service exercise period, not only with respect to
the number of vested shares of Common Stock for which
such option is exercisable at the time of the Optionee's
cessation of Service but also with respect to one or
more additional installments in which the Optionee would
have vested under the option had the Optionee continued
in Service.


(d) STOCKHOLDER RIGHTS. The holder of an option shall have no stockholder rights with respect to the shares subject to the option until such person shall have exercised the option, paid the exercise price and become the recordholder of the purchased shares.


(e) REPURCHASE RIGHTS. The Plan Administrator shall have the discretion to grant options that are exercisable for unvested shares of Common Stock. Should the Optionee cease Service while holding such unvested shares, the Corporation shall have the right to repurchase, at the exercise price paid per share, any or all of those unvested shares. The terms upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the document evidencing such repurchase right.


(f) FIRST REFUSAL RIGHTS. Until such time as the Com ...