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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [__]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-12
ICHOR Corporation
(Names of Registrant as Specified in Its Charter)
(Names of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computes pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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ICHOR CORPORATION
50 - 52 AV du Chanoine Cartellier
69230 Saint-Genis Laval
France
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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To the Shareholders of
ICHOR Corporation:
Notice is hereby given that the Annual Meeting of Shareholders of ICHOR
Corporation (the "COMPANY") will be held at 50 -- 52 Av du Chanoine Cartellier,
69230 Saint-Genis Laval, France at 10:00 a.m., Central Europe Time, July 19,
2001, for the following purposes:
1. To elect three (3) directors of the Company.
2. To approve an amendment to the Company's Certificate of Incorporation,
as amended, to change the Company's name to "Mymetics Corporation".
3. To approve the ICHOR Corporation 2001 Stock Option Plan to provide for
the issuance of stock options to the employees, officers, directors and
consultants of the Company.
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on June 22, 2001, as
the record date for the determination of Shareholders entitled to notice of and
to vote at the Annual Meeting.
By Order of the Board of Directors,
John M. Musacchio
Secretary
June 29, 2001
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO COMPLETE,
SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE. INSTRUCTIONS FOR THE
PROPER EXECUTION OF PROXIES ARE SET FORTH IN THE PROXY STATEMENT.
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ICHOR CORPORATION
PROXY STATEMENT
This statement is furnished in connection with the solicitation by the
management of ICHOR Corporation (the "COMPANY") of proxies for use at the Annual
Meeting of Shareholders to be held at 50 -- 52 Av du Chanoine Cartellier, 69230
Saint-Genis Laval, France on July 19, 2001, and any adjournments thereof. If the
Proxy is properly executed and received by the Company prior to the meeting or
any adjournment thereof, the shares of common stock of the Company, par value
$.01 per share ("COMMON SHARES"), represented by your Proxy will be voted in the
manner directed. In the absence of voting instructions, the Common Shares will
be voted for the nominees for director and for the Proposals. The Proxy may be
revoked at any time prior to its use by filing a written notice of revocation of
Proxy or a Proxy bearing a date later than the date of the Proxy with the
Secretary of the Company, John M. Musacchio at 50 -- 52 Av du Chanoine
Cartellier, 69230 Saint-Genis Laval, France, or by attendance at the meeting and
voting your Common Shares in person. If you attend the meeting and have
submitted a Proxy, you need not revoke your Proxy and vote in person unless you
elect to do so. The Proxy Statement and form of Proxy are being mailed to
Shareholders commencing on or about June 29, 2001.
The holders of a majority of the Common Shares outstanding and entitled to
vote at the Annual Meeting must be present in person or represented by Proxy in
order for a quorum to be present. Under applicable law, abstentions and broker
non-votes will be counted for purposes of establishing a quorum, but will have
no effect on the vote for election of directors. Abstentions and broker
non-votes will be treated as negative votes for purposes of the other proposals.
Proxies will be solicited primarily by mail and may also be solicited
personally and by telephone by directors, officers and regular employees of the
Company without additional remuneration therefor. The Company may also reimburse
banks, brokers, custodians, nominees and fiduciaries for their reasonable
charges and expenses in forwarding Proxies and Proxy materials to the beneficial
owners of the Common Shares. All costs of solicitation of Proxies will be borne
by the Company. The Company presently does not intend to employ any other party
to assist in the solicitation process.
The close of business on June 22, 2001 has been fixed as the record date
(the "RECORD DATE") for the determination of Shareholders entitled to notice of
and to vote at the Annual Meeting.
On the Record Date, there were 46,058,923 Common Shares of the Company
issued and outstanding. Each Common Share is entitled to one vote on each of the
matters properly presented at the Annual Meeting. Cumulative voting in the
election of directors is not permitted. Assuming a quorum is present, directors
will be elected by a plurality of votes cast at the meeting.
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Shares as of June 4, 2001 by: (i) all persons
known by the Company to beneficially own more than five percent of the
outstanding Common Shares; (ii) each of the Company's executive officers,
directors and nominees; and (iii) all executive officers and directors as a
group. The following is based solely on statements filed with the Securities and
Exchange Commission or other information the Company believes to be reliable.
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER TITLE OF CLASS BENEFICIAL OWNERSHIP PERCENT OF CLASS
------------------------------------ -------------- -------------------- ----------------
MFC Bancorp. Ltd. Common Shares 12,315,833(1)(2) 23.3%
17 Dame Street
Dublin 2, Ireland
Sutton Park International Ltd. Common Shares 2,597,060 5.6%
P.O. Box 146, Road Town
Tortola, British Virgin Islands
MFC Merchant Bank S.A. Common Shares 9,718,773(3) 18.4%
6, Cours de Rive
1211 Geneva 3, Switzerland
Aralis Participations S.A. Common Shares 9,124,482 19.8%
Les Avouillons 4
CH-1196 Gland VD, Switzerland
Martine Reindle Common Shares 13,415,847(4) 31.1%
CP 18
CH - 1295 Mies, Switzerland
Ernst Luebke Common Shares 10,374,353(4) 22.5%
Route du Muids
CH - 1273 Arzier, Switzerland
Pierre-Francois Serres (5) Common Shares 13,168,431(6) 28.6%
Chief Executive Officer, President
and Director
Eric Turcotte (5) (7) -- -- --
Chief Financial Officer, Secretary
and Director
Patrice Pactol (5) Common Shares 2,137,151 4.6%
Director
John M. Musacchio (5) (8) Common Shares 120,050(9) 0.3%
Chief Financial Officer, Secretary
and Director
Robert Demers -- -- --
Director Nominee
Michael K. Allio -- -- --
Director Nominee
All executive officers and directors Common Shares 15,425,632(6)(9) 33.4%
as a group (4 persons) (9)
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(1) Represents Common Shares indirectly owned through Sutton Park International
Ltd., a wholly-owned subsidiary of MFC Bancorp Ltd.
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(2) Includes 2,988,174 Common Shares and 6,730,599 share purchase warrants, each
of which entitles the holder to purchase one Common Share, indirectly owned
through MFC Merchant Bank S.A. ("MFC BANK"), a wholly-owned subsidiary of
MFC Bancorp Ltd.
(3) Includes 2,988,174 Common Shares and 6,730,599 share purchase warrants, each
of which entitles the holder to purchase one Common Share.
(4) Includes 9,124,482 Common Shares owned by Aralis Participations S.A. Martine
Reindle is the Chairperson and a member of the Board of Directors, and owns
44.9% of the outstanding voting shares of Aralis Participations S.A. Ernest
Luebke is an officer and a member of the Board of Directors, and owns 32.3%
of the outstanding voting shares of Aralis Participations S.A. As a result,
Mr. Reindle and Mr. Lubke may be deemed to have or share voting and/or
investment power over the Common Shares owned by Aralis Participations S.A.
(5) C/O ICHOR Corporation 50 -- 52 Av du Chanoine Cartellier, 69230 Saint-Genis
Laval, France
(6) Includes 2,039,038 Common Shares beneficially owned by Martine Reindle but
held in usufrucht by Pierre-Francois Serres and as to which Dr. Serres has
voting power.
(7) Mr. Turcotte resigned from all of his positions with the Company effective
May 15, 2001.
(8) Mr. Musacchio was appointed as Chief Financial Officer, Secretary and a
Director of the Company to fill the vacancies resulting from Mr. Turcotte's
resignations.
(9) Includes 120,000 Common Shares which Mr. Musacchio presently has the right
to acquire pursuant to vested stock options granted to Mr. Musacchio under
the Company's 1994 Stock Option Plan.
PROPOSAL 1
ELECTION OF DIRECTORS
The number of directors of the Company is established at five. The number
of directors was increased from three to five by a unanimous written consent of
the Board of Directors of the Company dated June 15, 2001 in accordance with the
Company's bylaws. The votes of a plurality of the Common Shares present in
person or by Proxy at the Annual Meeting are required to elect the directors.
The Board of Directors is divided into three classes. Pursuant to the
Bylaws of the Company and as a result of the increase in the number of
directors, two (2) directors will serve until the Annual Meeting in 2002, of
which one (1) is to be elected at this Annual Meeting, one (1) director will
serve until the Annual Meeting in 2003, and two (2) directors will serve until
the Annual Meeting in 2004, both of which are to be elected at this Annual
Meeting.
DIRECTORS AND OFFICERS
The following table sets forth information regarding each nominee for
election as a Director, each Director whose term of office will continue after
the Annual Meeting and the officers of the Company.
EXPIRATION OF TERM
NAME CURRENT POSITION WITH THE COMPANY AGE AS A DIRECTOR
---- ----------------------------------- --- ------------------
Pierre-Francois Serres Chief Executive Officer, President 51 2003
and Director (appointed March 2001)
Patrice Pactol (1) Director (appointed March 2001) 40 2001(1)
John M. Musacchio Chief Financial Officer, Secretary 53 2002
and Director (appointed May 2001)
Robert Demers (2) -- 63 2004(2)
Michael K. Allio (2) -- 37 2004(2)
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(1) Nominee for Class 2 Directors whose term would expire in 2002
(2) Nominee for Class 1 Director whose term would expire in 2004
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Dr. Pierre-Francois Serres became the chief executive officer, president
and a director of the Company on March 28, 2001. From 1990 on, Dr. Serres was
the chief executive officer and president of Hippocampe S.A., a French human and
veterinary research and development company which he founded. He is also the
founder and co-manager of Scericia S.C.E.R, which performs studies and research
in clinical immunology. Prior to that he worked as a scientific manager at
Indicia Diagnostics S.A.
Patrice Pactol became a director of the Company on March 28, 2001. From
1995 on, Mr. Pactol was a director and the coordinator for bioinformatics and
computing of Hippocampe S.A., a French human and veterinary research and
development company. Prior to that he was a consultant in the field of
veterinary and human biology and a sales executive for a pharmaceutical company.
John M. Musacchio has been the Company's secretary and a director since May
15, 2001. Mr. Musacchio is currently the Vice President of MFC Bancorp Ltd., an
independent financial services group which beneficially owns 23.3% of the Common
Shares of the Company. Mr. Musacchio has held this position since 1997. From
1992 to 1997 he was the president, director and chief operating officer of PDG
Remediation, Inc. He has 25 years of industrial and professional service
business operating experience on an international scale. His positions included
principal, director and officer in private and publicly traded companies. His
management experience includes the segments of operations, marketing, corporate
development and planning.
Robert Demers is a securities attorney with 40 years of experience. Since
1992, Mr. Demers has been the president of the Demers Counseil Inc., a member of
the Montreal Exchange, the Toronto Stock Exchange and the Investment Dealer
Association of Canada, which was founded by Mr. Demers in 1992. Prior to this,
he served as the president of Maison Placements Canada Inc., an institutional
research firm. He has served as the chairman of the Quebec Securities Commission
and as president and governor of the Montreal Stock Exchange. He is currently
serving as a director of a public Canadian Company and numerous private
companies. Mr. Demers also serves as a director for several non-profit
organizations.
Michael K. Allio is an independent business consultant concentrating on
advising his clients on strategic, business development and process improvement
projects. From 1995 to 2000 he was the vice-president and principal of TracRac
Incorporated, a design and fabrication company. Prior to that he was the vice
president and senior consultant of Robert J. Allio & Associates, Inc., a
management consulting firm, and Manager of Creative Promotions for Revlon
Incorporated.
The Board of Directors recommends voting "FOR" the election of the nominees
set forth above.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During the fiscal year ended December 31, 2000 the Board of Directors acted
on five occasions by unanimous written consent. No meetings of the Board of
Directors were held.
COMMITTEES OF THE BOARD.
The Board of Directors does not have a standing Audit, Compensation or
Nominating Committee.
REPORT OF THE BOARD OF DIRECTORS WITH RESPECT TO AUDIT MATTERS
The Board of Directors, as a whole and not any committee thereof, satisfies
its oversight responsibilities with respect to the external reporting process
and the adequacy of the Company's internal controls.
The Board of Directors has appointed Peterson Sullivan, P.L.L.C. as the
Company's certified independent public accountants. The Company's management has
the primary responsibility for the Company's financial statements and the
reporting process. Peterson Sullivan, P.L.L.C., the Company's independent
certified public accountants, is responsible for expressing an opinion on the
conformity of the Company's audited financial statements to generally accepted
accounting principles.
In this context, the Board of Directors has reviewed and discussed with
management and Peterson Sullivan, P.L.L.C. the audited financial statements of
the Company for the prior fiscal year ended December 31, 2000. The Board of
Directors has discussed with Peterson Sullivan, P.L.L.C. the matters required to
be discussed by
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Statement on Auditing Standards No. 61 (Codification of Statements on Auditing
Standards). In addition, the Board of Directors has received from Peterson
Sullivan, P.L.L.C. the written disclosures required by Independence Standards
Board No. 1 (Independence Discussions with Audit Committees) and discussed with
Peterson Sullivan, P.L.L.C. their independence and the Board has satisfied
itself as to the independence of Peterson Sullivan, P.L.L.C.
In reliance on the reviews and discussions referred to above, the Board of
Directors recommended and approved the inclusion of the audited financial
statements in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 filed with the Securities and Exchange Commission.
By the Board of Directors of ICHOR
Corporation
Pierre-Francois Serres
John M. Musacchio
Patrice Pactol
COMPENSATION OF DIRECTORS
Employee directors are not compensated in their role as directors. The
outside directors of the Company receive $1,500 for each meeting they attend
plus reimbursement for their actual expenses incurred in attending such
meetings. In addition, pursuant to the Stock Option Plan proposed to be adopted
by the shareholders and described below under Proposal 3, directors would be
entitled to receive stock option grants pursuant to the terms and provisions of
such plan.
During the fiscal year ended December 31, 2000, no options were granted to
directors under any Company stock option plan.
EXECUTIVE COMPENSATION
The following table sets forth for the last three fiscal years information
on the annual compensation for the Company's chief executive officer as of
December 31, 2000 (the "CEO" or the "NAMED EXECUTIVE OFFICER"). No executive
officer received aggregate annual remuneration from the Company in excess of
$100,000 during the fiscal year ended December 31, 2000.
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------------- -----------------------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) OPTIONS/SAR(#) COMPENSATION
--------------------------- ---- --------- -------- --------------- -------------- ------------
Jim Soo Choi (1)............ 2000 0 0 0 0 0
1999 0 0 0 0 0
1998 0 0 0 0 0
---------------
(1) Mr. Choi was the President of the Company from December 1999 to March 28,
2001 and was replaced by Dr. Pierre-Francois Serres, who became the
President and CEO of the Company on March 28, 2001.
EMPLOYMENT AGREEMENTS
On May 3, 2001, Dr. Serres entered into an employment agreement (the
"EMPLOYMENT AGREEMENT") with the Company, pursuant to which he receives a
monthly salary of fifty thousand French Francs (50,000 FRF) and normal benefits.
In addition, Dr. Serres may participate in the Stock Option Plan described in
Proposal 3 below, as well as receive discretionary bonuses as approved by the
Board of Directors of the Company. The Employment Agreement, which is governed
by French law, provides for continuation payment of Dr. Serres' base salary for
a period of 24 months in the event Dr. Serres is dismissed by the Company
(except
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where such dismissal is for "Cause" (as defined in the Employment Agreement)),
dies or resigns as a result of a change in the control of the Company.
STOCK OPTIONS
No stock options were granted to the CEO during 2000, nor does the CEO hold
any outstanding options.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
MFC Bank is a wholly-owned subsidiary of MFC Bancorp Ltd., which currently
beneficially owns approximately 23.3% of the outstanding Common Shares of the
Company. Pursuant to certain agreements (the "BANK AGREEMENTS") made between
Hippocampe S.A. ("HIPPOCAMPE") and MFC Merchant Bank S.A. ("MFC BANK"), MFC Bank
acted as an advisor to the Company in a share exchange (the "SHARE EXCHANGE")
that became effective on March 28, 2001 pursuant to two separate Share Exchange
Agreements (the "SHARE EXCHANGE AGREEMENTS"), both dated December 13, 2000,
among the Company and the shareholders of Hippocampe. Pursuant to the Share
Exchange Agreements, the Company acquired approximately 99.9% of the outstanding
shares of Hippocampe in consideration of an aggregate of approximately
33,311,398 Common Shares, representing approximately 72% of the currently issued
and outstanding shares of Common Stock. MFC Bank received a monthly retainer fee
of Euro 10,000 for a period of nine months in respect thereof, as well as
2,017,854 Common Shares of the Company issued or issuable in connection with the
Share Exchange. MFC Bank also provided a credit facility to Hippocampe in
connection with which MFC Bank has received a credit facility fee in the amount
of Euro 130,000 as well as share purchase warrants which entitle MFC Bank to
purchase up to approximately 6,730,599 Common Shares of the Company, subject to
final adjustment, at an exercise price of approximately Euro 0.2319 and for a
period expiring on July 31, 2003.
The Company assumed the rights and obligations of Hippocampe under the Bank
Agreements effective upon the closing of the Share Exchange. Pursuant to the
Bank Agreements, MFC Bank has agreed to attempt to raise additional capital on a
best efforts basis to fund working capital requirements following the Share
Exchange. MFC Bank will be paid customary fees and expenses, and will receive
additional share purchase warrants, in connection with the provision of these
services. MFC Bank will have a right of first refusal until 24 months after the
closing of the Share Exchange on any financing and capital raising activities of
the Company.
MFC Bank also will act as the trustee under the Voting and Exchange Trust
Agreement dated March 28, 2001 among the Company, 6543 Luxembourg S.A., a
company established under the laws of Luxembourg, and MFC Bank. MFC Bank will be
paid customary fees and expenses in relation thereto for its services as
trustee.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Board of Directors of the Company did not have a Compensation Committee
during fiscal year 2000. During fiscal year 2000 the Board, as a whole, set and
reviewed the Company's compensation policies. The Company's business was in
transition during fiscal year 2000, and as a result no executive officers
received any compensation, nor were any stock options or similar rights granted
to any executive officers during fiscal year 2000.
By the Board of Directors of ICHOR
Corporation
Pierre-Francois Serres
John M. Musacchio
Patrice Pactol
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PERFORMANCE GRAPH
The information set forth graphically and in the table below compares the
value of the Common Shares to the Nasdaq Market Index, the Nasdaq Biotechnology
Index and an industry index representing peer issuers (the "PEER ISSUERS
GROUP"). Each of the total cumulative returns presented assumes a $100.00
investment on December 31, 1995 and reinvestment of dividends. The industry
index of the Peer Issuers Group is comprised of the following securities: EA
Engineering Science & Technology; New Horizon Worldwide, Inc.; IT Group, Inc.
(formerly International Technology Corp.); Sevenson Environmental; and Roy F.
Weston Inc. (Class A).
Performance Chart
FISCAL YEAR ENDED DECEMBER 31
---------------------------------------------------------
COMPANY OR INDEX 1995 1996 1997 1998 1999 2000
---------------- ------- ------- ------- ------- ------- -------
ICHOR Corporation..................... $100.00 $270.08 $240.00 $480.00 $560.00 $390.08
NASDAQ Market Index................... 100.00 124.27 152.00 214.34 378.12 237.66
NASDAQ Biotechnology Index(1)......... 100.00 99.67 99.61 143.65 289.77 356.40
Peer Issuers Group (1) (2)............ 100.00 107.02 109.25 124.12 100.20 108.25
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(1) The companies represented in the Peer Issuer Group previously were selected
by the Company for comparison in prior years' proxy statements because they
engage in the business of providing environmental services, which was the
operating business of the Company until July 2000. In connection with the
Share Exchange that occurred in March of 2001, the Company changed its
operating business to biomedical research. Accordingly, the Company believes
that the companies in the NASDAQ Biotechnology Index, which includes
companies engaged in biomedical research, now provide a more appropriate
basis for comparison to the Company than those included in the Peer Issuer
Group.
(2) Roy F. Weston Inc. is no longer a public company (as of June 2001).
This Graph represents historical stock price performance and is not
necessarily indicative of any future stock price performance.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934, as amended (the
"EXCHANGE ACT") requires that the Company's officers and directors, and persons
who own more than 10% of a registered class of the Company's equity securities,
file reports of ownership and changes of ownership with the Securities and
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Exchange Commission (the "SEC"). Officers, directors and greater than 10%
shareholders are required by SEC regulation to furnish the Company with copies
of all such reports they file.
Based solely on the review of the copies of such reports received by the
Company, the Company believes that, with respect to its fiscal year ended
December 31, 2000, all of its executive officers, directors and 10% shareholders
filed all required reports under Section 16(a) in a timely manner.
PROPOSAL 2
AMENDMENT TO CERTIFICATE OF INCORPORATION
The board of directors has unanimously adopted, subject to shareholder
approval, an amendment to the Company's Certificate of Incorporation (the
"CERTIFICATE"), to change the name of the Company to "Mymetics Corporation."
PURPOSE AND EFFECT OF AMENDMENT
The Company desires to change its name from ICHOR Corporation to Mymetics
Corporation. Management believes that the Mymetics Corporation corporate
identity is more reflective of the Company's current line of business in
biomedical research, in particular with respect to the Company's efforts in
connection with the treatment of the AIDS virus.
Upon consummation of the proposed name change it will not be necessary to
surrender stock certificates. Instead, when certificates are presented for
transfer, new certificates bearing the name "Mymetics Corporation" will be
issued. If there exists any circumstance which would make consummation of the
name change inadvisable in the judgment of the Board of Directors, the proposal
to amend the Certificate may be terminated by the Board of Directors either
before or after approval of the name change by the shareholders.
VOTE REQUIRED AND RECOMMENDATION
The affirmative vote of a majority of the votes cast in person or by proxy
is required for approval of the amendments to the Company's Certificate
authorizing the change in the name of the Company.
The Board of Directors recommends that the shareholders vote "FOR" approval
of the amendment to the Company's Certificate to change the Company's name to
Mymetics Corporation.
PROPOSAL 3
ADOPTION OF ICHOR CORPORATION 2001 STOCK OPTION PLAN
At the 2001 Annual Meeting, the Board of Directors of the Company (the
"BOARD") is submitting the ICHOR Corporation 2001 Stock Option Plan (the "OPTION
PLAN") to the shareholders for approval. The following is a description of the
material features of and other information relating to the proposed Option Plan.
GENERAL INFORMATION. The purpose of the Option Plan is to promote the
growth and profitability of the Company and its subsidiaries by enabling it to
attract and retain the best available personnel for positions of substantial
responsibility through offering key employees an opportunity for investment in
the Common Stock of the Company which will in turn provide them additional
incentive to increase their efforts on behalf of the Company and its
subsidiaries.
The Option Plan permits the Company to grant to participants non-statutory
stock options. A non-statutory stock option is a stock option that does not meet
the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended.
The Plan will be administered by an administrator (the "ADMINISTRATOR"),
which will be composed of not less than three members of the Board, two of whom
will be non-employees of the Company. If, at anytime, there does not exist two
members of the Board who are not employees of the Company, the Administrator
will be made up of the entire Board. The members of the Administrator will be
appointed by, and serve at the pleasure
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of, the Board. The Administrator selects the participants under the Option Plan,
and determines the grants to be made, the vesting schedule and the exercise
price associated with such grants. The Administrator is also authorized, subject
to the provisions of the Option Plan and to policies determined by the Board, to
adopt rules and regulations and to take such action in the administration of the
Plan as it deems proper.
SHARES AVAILABLE FOR ISSUANCE. Options to purchase up to an aggregate of
5,000,000 shares of the Company's Common Stock are authorized to be issued under
the Option Plan. As of June 14, 2001, the market value of the Common Stock
(based on the highest "bid" price reported on the Nasdaq System) was $2.71 per
share.
PERSONS WHO MAY PARTICIPATE IN THE PLAN. Key persons employed by the
Company or its subsidiaries, officers and directors of the Company or its
subsidiaries and consultants to the Company or its subsidiaries will be eligible
to receive grants under the Option Plan. Currently, approximately 10 persons are
eligible to participate in the Option Plan. This number will increase to 12
following the election of Directors at the 2001 Annual Meeting of the
Shareholders.
PURCHASE OF SECURITIES PURSUANT TO THE PLAN; PAYMENT FOR SECURITIES
OFFERED. The purchase price at which an option may be exercised ("EXERCISE
PRICE") will be determined by the Administrator at the time the option is
granted. A participant may exercise an option by giving written notice to the
Company and by paying the Exercise Price and associated taxes in cash, by
surrendering shares of Common Stock with a market value equal to the Exercise
Price or a combination of the foregoing. All securities to be issued upon
exercise of options granted under the Plan will be issued by the Company out of
either or both of its authorized, unissued stock or repurchased shares held by
the Company.
TERMINATION; AMENDMENT. The Option Plan will terminate ten (10) years after
its effective date, subject to earlier termination by the Board. The Board has
the authority to amend or terminate the Option Plan, provided that such
amendment or termination does not adversely affect any outstanding option,
unless the holder of such option has consented to such change in writing.
EXERCISE OF OPTIONS UPON CERTAIN EVENTS. The Option Plan provides that,
subject to the terms determined by the Administrator or as may be set forth in
any agreement between the Company and a participant, in the event of a
participant's termination of employment with the Company or a subsidiary thereof
(other than for cause), the participant will have 30 days to exercise any vested
options. In the case of termination of employment arising from retirement,
however, the participant will have three months to exercise any vested options.
In the case of the participant's death, the participant's estate or beneficiary
will have nine months to exercise any vested options. If a participant's
employment with the Company or a subsidiary thereof terminates voluntarily with
the consent of the Company or subsidiary thereof, the participant will have
three months to exercise any vested options.
FORFEITURES AND PENALTIES; LIENS. Options issued under the Option Plan will
cease to become exercisable upon the termination of the participant's employment
by the Company for any reason other than voluntary termination with the consent
of the Company or a subsidiary, retirement under any retirement plan of the
Company or a subsidiary, involuntary termination without cause or death. In
addition, all options granted under the Option Plan expire no later than ten and
one-half (10 1/2) years after the date they are granted, unless such period is
extended by the Company. No options may be granted after the tenth anniversary
of the effective date of the Option Plan.
BENEFITS TO BE PROVIDED UNDER OPTION PLAN. Since the Company has not issued
any options under the Option Plan, or any other similar arrangement, during
fiscal year 2000 or 1999, the benefits expected to be received by officers,
directors, consultants and other employees cannot be determined at this time.
The Company anticipates that each incumbent director and each person elected as
a director, including those elected at the 2001 Annual Meeting, will receive
options to purchase 10,000 shares of the Company's Common Stock upon their
election to the Board.
INCOME TAX CONSEQUENCES OF PLAN PARTICIPATION. The following paragraphs
briefly describe the federal income tax consequences associated with (i) the
granting and exercise of non-statutory stock options and (ii) the subsequent
disposition of stock acquired through the exercise of non-statutory stock
options. The following information is based on the Internal Revenue Code of
1986, as amended, and the treasury regulations
9
12
promulgated thereunder. The following information is intended to be merely
informational and is not being offered as tax advice.
NON-STATUTORY STOCK OPTIONS. A participant who is granted a non-statutory
stock option will not realize taxable income at the time such option is granted
or when it vests.
(a) In general, a participant will be subject to tax at ordinary income
rates (see "Rate Structure" below) for the year of exercise on the excess of the
fair market value of the shares underlying the option on the date of exercise
over the option exercise price (the "SPREAD"). Because the spread is
compensation income for federal income tax purposes, income tax withholding
requirements apply upon exercise, and the Company will receive a corresponding
tax deduction. The participant's basis in the shares so acquired will be equal
to fair market value thereof on the exercise date. Upon subsequent disposition
of such shares, the participant will realize long-term capital gain or loss if
he has held the shares for more than one year since the option was exercised;
otherwise, such capital gain or loss will be short-term.
(b) The general rules described in paragraph (a) generally will not apply
upon exercise of an option if (i) the shares received are not "transferable" and
are subject to a "substantial risk of forfeiture" or (ii) sale of the shares at
a profit could subject the participant to suit under Section 16(b) of the
Exchange Act. If a participant is not required to recognize income, he or she
may nevertheless elect to recognize the income at the time of the option
exercise by filing an election with the Internal Revenue Service within 30 days
following the exercise of the option. The purpose of such election is to cause
any post-exercise appreciation on the shares received to be taxed as capital
gain. If no such election is made, the timing of the taxable event and the
application of the withholding tax requirements will be postponed until earliest
to occur of (x) the lapse or release of the transfer restrictions or the causes
of the risk of forfeiture (or the passage of six months in cases where Section
16(b) is applicable) or (y) the disposition of such shares, and the
participant's compensation income at that time, and the Company's corresponding
deduction, will be equal to the excess of the value of the shares at that time
over the option exercise price.
(c) If a participant exercises a non-statutory stock option by delivering
shares of stock as payment of the option price, no gain or loss will be
recognized with respect to the shares delivered and the participant will be
subject to tax at ordinary income rates on the excess of the fair market value
of the shares he or she is entitled to receive on the date of exercise over the
option exercise price. The participant's basis in the number of shares received
which is equal to the number of shares surrendered will be the same as his or
her basis in the surrendered shares, and the basis in the additional shares
obtained upon the exercise of the option will be equal to the amount of
compensation income realized by the participant. The participant's holding
period for the shares having the transferred basis will include the holding
period for the shares surrendered; the holding period for the additional shares
obtained by the exercise of the option will commence on the date of exercise.
RATE STRUCTURE. A capital gain or loss is long-term or short-term depending
upon whether the stock has been held for more than one year. For individuals
under the present rate structure provided by the Code, both ordinary income and
short-term capital gain are taxed at a maximum rate of 39.1%, and long-term
capital gain is taxed at a maximum rate of 20%.
The affirmative vote of a majority of the votes cast in person or by proxy
is required for approval of the Option Plan.
The Board of Directors recommends that the stockholders vote "FOR" approval
of the Option Plan.
INDEPENDENT ACCOUNTANTS AND AUDITORS
Peterson Sullivan P.L.L.C., Certified Public Accountants, has been selected
by the Board of Directors to examine the consolidated financial statements of
the Company and its subsidiaries for the fiscal year ending December 31, 2001.
Peterson Sullivan P.L.L.C. examined the consolidated financial statements of the
Company and its subsidiaries for the year ended December 31, 2000.
Representatives of Peterson Sullivan P.L.L.C. are not expected to be present at
the Annual Meeting.
10
13
AUDIT FEES
The aggregate fees billed by Peterson Sullivan P.L.L.C., the Company's
certified independent public accountants, for professional services rendered for
the audit of the Company's annual financial statements for the fiscal year ended
December 31, 2000 and for the review of the financial statements including the
Company's quarterly reports on Form 10-Q for such fiscal year were $21,892.20.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
Peterson Sullivan P.L.L.C. did not bill the Company for any professional
services rendered for information technology services relating to financial
information system design and implementation for the fiscal year ended December
31, 2000.
ALL OTHER FEES
The aggregate fees billed by Peterson Sullivan P.L.L.C. for professional
services rendered for fiscal year ended December 31, 2000, other than for
services described above under "Audit Fees" or "Financial Information System
Design and Implementation Fees," were $114,720.80.
The Board of Directors, in fulfilling its audit responsibilities, has
considered whether the provision of non-audit services by Peterson Sullivan
P.L.L.C. is compatible with maintaining their independence.
FUTURE SHAREHOLDER PROPOSALS
Any proposal that a Shareholder intends to present at the 2002 annual
meeting of shareholders must be received by the Company on or before February
28, 2002 in order to be considered for inclusion in the proxy statement relating
to the 2002 annual meeting. Proposals submitted by a shareholder of the Company
for consideration at the 2002 annual meeting of shareholders other than in
accordance with SEC Rule 14a-8 will not be considered at such meeting unless the
Secretary of the Company has received written notice of the matter proposed to
be presented from the shareholder on or prior to May 15, 2002, and proxies
solicited by the Board of Directors will confer discretionary authority with
respect to any matters as to which the Company does not receive written notice
on or prior to such date.
OTHER MATTERS
The Board of Directors knows of no matter other than those mentioned in the
Proxy Statement to be brought before the meeting. If other matters properly come
before the meeting, it is the intention of the Proxy holders to vote the Proxies
in accordance with their judgment. If there are insufficient votes to approve
any of the proposals contained herein, the Board of Directors may adjourn the
meeting to a later date and solicit additional Proxies. If a vote is required to
approve such adjournment, the Proxies will be voted in favor of such
adjournment.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K TO THE SECURITIES AND
EXCHANGE COMMISSION WILL BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN
REQUEST DIRECTED TO SHAREHOLDERS INFORMATION, ICHOR CORPORATION, 50 -- 52 AV DU
CHANOINE CARTELLIER, 69230 SAINT-GENIS LAVAL, FRANCE.
BY ORDER OF THE BOARD OF DIRECTORS.
DATE: June 29, 2001.
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14
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15
APPENDIX A
FINAL VERSION FOR ADOPTION
ICHOR CORPORATION
2001 STOCK OPTION PLAN
1. DEFINITIONS.
The terms defined in this Section 1 shall, for all purposes of this Plan,
have the meanings herein specified:
(a) "ADMINISTRATOR" shall mean such one or more persons who shall have been
appointed in accordance with Section 3.
(b) "BOARD" shall mean the board of directors of the Company.
(c) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(d) "COMMON STOCK" shall mean the Company's presently authorized Common
Stock, except as this definition may be modified as provided in Section 8
hereof.
(e) "COMPANY" shall mean Ichor Corporation, a Delaware corporation.
(f) "DISABLED OPTIONEE" shall mean an Optionee who becomes disabled within
the meaning of Section 422(c)(6) of the Code.
(g) "EFFECTIVE DATE" shall mean June 15, 2001.
(h) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
(i) "FAIR MARKET VALUE" shall have the meaning given that term in Section
7(H) hereof.
(j) "NON-STATUTORY STOCK OPTION" shall mean an Option which does not
qualify as an incentive stock option, as such term is defined in Section 422 of
the Code.
(k) "OPTION" shall mean a Stock Option granted by the Company pursuant to
the Plan to purchase shares of Common Stock.
(l) "OPTIONEE" shall mean a person who accepts an Option granted under the
Plan.
(m) "OPTION PRICE" shall mean the price to be paid for the shares of Common
Stock being purchased pursuant to a Stock Option Agreement.
(n) "OPTION PERIOD" shall mean the period from the date of grant of an
Option to the date after which such Option may no longer be exercised. Nothing
in this Plan shall be construed to extend the termination date of the Option
Period beyond the date set forth in the Stock Option Agreement.
(o) "PLAN" shall mean this Ichor Corporation 2001 Stock Option Plan.
(p) "PARTICIPANT" shall mean key persons employed by the Company, or a
Subsidiary thereof, directors of the Company, or a Subsidiary thereof, officers
of the Company, or a Subsidiary thereof, and consultants to the Company, or a
Subsidiary thereof.
(q) "STOCK OPTION AGREEMENT" shall mean the written agreement between the
Company and Optionee confirming the Option and setting forth the terms and
conditions upon which it may be exercised.
(r) "SUBSIDIARY" shall mean any corporation, partnership, business trust,
joint venture or other business entity in which the Company owns, directly or
indirectly through Subsidiaries, at least 50% of the beneficial interests or
total combined voting power of all classes of equity.
16
FINAL VERSION FOR ADOPTION
2. PURPOSES.
The purposes of the Plan are to promote the growth and profitability of the
Company and its Subsidiaries by enabling it to attract and retain the best
available personnel for positions of substantial responsibility, to provide key
Participants with an opportunity for investment in the Company's Common Stock
and to give them an additional incentive to increase their efforts on behalf of
the Company and its Subsidiaries.
3. ADMINISTRATION.
The Plan shall be administered by the Administrator. The Administrator
shall be appointed by the Board and shall consist of at least three members of
the Board, two of whom are non-employees of the Company. In the event that there
does not exist at least two non-employee members of the Board, then the
Administrator shall be comprised of the entire Board.
The Administrator shall have plenary authority in its discretion, subject
to and not inconsistent with the express provisions of the Plan, (i) to grant
Options, to determine the purchase price of the shares of Common Stock covered
by each Option, the term of each Option, the persons to whom, and the time or
times at which Options shall be granted, and the number of shares of Common
Stock to be covered by each Option; (ii) to interpret the Plan; (iii) to
prescribe, amend and rescind rules and regulations relating to the Plan; (iv) to
determine the terms and provisions of the Stock Option Agreements (which need
not be identical) entered into in connection with awards under the Plan; and (v)
to make all other determinations (including factual determinations) deemed
necessary or advisable for the administration of the Plan. The Administrator may
delegate to one or more of its members or to one or more agents such
administrative duties as it may deem advisable, and the Administrator or any
person to whom it has delegated duties as aforesaid may employ one or more
persons to render advice with respect to any responsibility or authority the
Administrator or such person may have under the Plan. Notwithstanding the
foregoing, each grant of an Option, and the terms thereof, to a member of the
Administrator shall be approved by the Board.
The Administrator may employ attorneys, consultants, accountants or other
persons, and the Administrator, the Company and its officers and directors shall
be entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Administrator in good faith shall be final and binding upon all persons who have
received Options, the Company and all other interested persons. No member or
agent of the Administrator shall be personally liable for any action,
determination or interpretation taken or made in good faith with respect to the
Plan or awards made thereunder, and all members and agents of the Administrator
shall be fully indemnified and protected by the Company in respect of any such
action, determination or interpretation.
4. ELIGIBILITY.
Subject to the provisions of this Plan, the Administrator shall determine
and designate from time to time those key Participants of the Company or its
Subsidiaries to whom Options are to be granted and the number of shares of
Common Stock covered by such grants (subject to the approval of the Board in the
case of a grant to a member of the Administrator). In determining the
eligibility of an Participant to receive an Option, as well as in determining
the number of shares covered by such Option, the Administrator (or the Board, in
the case of a member of the Administrator) shall consider the position and
responsibilities of such Participant, the nature and value to the Company or a
Subsidiary of his or her services and accomplishments, his or her present and
potential contribution to the success of the Company or its Subsidiaries and
such other factors as the Administrator (or the Board) may deem relevant.
5. SHARES AVAILABLE UNDER THE PLAN.
The aggregate number of shares of Common Stock which may be issued or
delivered and as to which Options may be granted under the Plan is 5,000,000
shares. All such shares are subject to adjustment and substitution as set forth
in Section 8.
A-2
17
FINAL VERSION FOR ADOPTION
If any Option granted under the Plan is canceled by mutual consent or
terminates or expires for any reason without having been exercised in full, the
shares of Common Stock subject to such Option shall again be available for
purposes of the Plan. The shares of Common Stock which may be issued or
delivered under the Plan may be either or both authorized but unissued shares or
repurchased shares, as shall be determined from time to time by the Board.
6. GRANT OF OPTIONS.
The Administrator shall have full and complete authority, in its discretion
subject to the provisions of the Plan, to grant Options containing such terms
and conditions as the Administrator shall deem appropriate in respect of the
Non-Statutory Stock Options.
7. TERMS AND CONDITIONS OF OPTIONS.
Options granted under the Plan shall be subject to the following terms and
conditions:
(A) The Option Price at which each Option may be exercised shall be
such price as the Administrator, in its discretion, shall determine.
(B) The Option Price shall be payable in full in any one or more of
the following ways:
(i) in cash; and/or
(ii) in shares of the Common Stock (which are owned by the Optionee
free and clear of all liens and other encumbrances and which are not
subject to the restrictions set forth in Section 9) having a Fair Market
Value on the date of exercise of the Option which is equal to the Option
Price for the shares being purchased.
If the Option Price is paid in whole or in part in shares of Common
Stock, any portion of the Option Price representing a fraction of a share
shall be paid in cash. The date of exercise of an Option shall be
determined under procedures established by the Administrator, and the
Option Price shall be payable at such time or times as the Administrator,
in its discretion, shall determine. No shares shall be issued or delivered
upon exercise of an Option until full payment of the Option Price has been
made. When full payment of the Option Price has been made and subject to
the restrictions set forth in Section 9, the Optionee shall be considered
for all purposes to be the owner of the shares with respect to which
payment has been made. Payment of the Option Price with shares shall not
increase the number of shares of Common Stock which may be issued or
delivered under the Plan as provided in Section 5.
(C) No Non-Statutory Stock Option shall be exercisable after the
expiration of ten years and six months from the date of grant, unless such
period is extended by the Company. Subject to this Section 7(C) and
Sections 7(E), 7(F) and 7(G), Options may be exercised at such times, in
such amounts and subject to such restrictions as shall be determined, in
its discretion, by the Administrator.
(D) No Option shall be transferable by an Optionee other than by will,
or if an Optionee dies intestate, by the laws of descent and distribution,
and all Options shall be exercisable during the lifetime of an Optionee
only by the Optionee.
(E) Unless otherwise determined by the Administrator and set forth in
the Stock Option Agreement:
(i) If the relationship between the Optionee (whether or not a
Disabled Optionee) and the Company is voluntarily terminated with the
written consent of the Company or a Subsidiary, or if an Optionee
retires under any retirement plan of the Company or a Subsidiary, any
then-outstanding Non-Statutory Stock Options held by such Optionee shall
be exercisable (to the extent exercisable on the date of termination of
employment) by such Optionee at any time prior to the expiration date of
such Option or within three months after the date of termination of
employment, whichever is the shorter period;
A-3
18
FINAL VERSION FOR ADOPTION
(ii) Following the death of an Optionee during his or her
relationship with the Company, any outstanding Option held by such
Optionee at the time of death shall be exercisable in full (whether or
not so exercisable on the date of the death of such Optionee) by the
person or persons entitled to do so under the will of the Optionee, or,
if the Optionee shall fail to make testamentary disposition of such
Option or shall die intestate, by the legal representative of the estate
of such Optionee, at any time prior to the expiration date of such
Option or within nine months after the date of death, whichever is the
shorter period. Following the death of an Optionee after the termination
of the Optionee's relationship with the Company during a period when an
Option is exercisable as provided in clause (i) above, any outstanding
Option held by the Optionee at the time of death shall be exercisable by
such person or persons entitled to do so under the will of the Optionee
or by such Optionee's legal representative to the extent that such
Option was exercisable by the Optionee at the time of death at any time
prior to the expiration date of such Option or within nine months after
the date of death, whichever is the shorter period;
(iii) If the relationship between the Company and the Optionee is
terminated by the Company or a Subsidiary without cause, any
then-outstanding Non-Statutory Stock Option held by such Optionee shall
be exercisable (to the extent exercisable on the date of termination of
employment) by such Optionee at any time prior to the expiration date of
such Option or within 30 days after the date of such termination,
whichever is the shorter period; and
(iv) If the relationship between the Company and the Optionee
terminates for any reason other than voluntary termination with the
consent of the Company or a Subsidiary, retirement under any retirement
plan of the Company or a Subsidiary, death or involuntary termination
without cause, the rights of such Optionee under any then-outstanding
Option shall terminate at the time of such termination of the
relationship.
In addition, if an Optionee engages in the operation or management of a
business, whether as owner, partner, officer, director, employee or
otherwise and whether during or after termination of employment, which
is in competition with the Company or any of its Subsidiaries, the
Administrator may in its discretion immediately terminate all Options
held by the Optionee. For purposes of this subsection (F), the following
events or circumstances shall constitute "CAUSE", to wit: perpetration
of defalcations; willful, reckless or grossly negligent conduct
entailing a substantial violation of any material laws or governmental
regulations or orders applicable to the Company or a Subsidiary; or
repeated and deliberate failure, after written notice, to comply with
policies or directives of the Chief Executive Officer of the Company or
a Subsidiary or of the Board.
Whether termination of the Optionee's relationship is a voluntary
termination with the written consent of, or an involuntary termination for
cause from, the Company or a Subsidiary, whether an Optionee is a Disabled
Optionee and whether an Optionee has engaged in the operation or management
of a business which is in competition with the Company or any of its
Subsidiaries shall be determined in each case by the Administrator, and any
such determination by the Administrator shall be final and binding.
(F) All Options granted hereunder shall be effective solely upon the
delivery of a Stock Option Agreement, or an amendment thereto, duly
executed by the Chief Executive Officer of the Company on behalf of the
Company and by the Participant to whom such Options.
(G) Fair market value of the Common Stock shall be determined as
follows:
(i) so long as the Common Stock is listed for trading on the NASDAQ
Small-Cap Market the NASDAQ National Market or such other reliable
publication as the Administrator shall, in its discretion, choose to
rely upon, the fair market value of the Common Stock shall be determined
by taking the average of the "bid" and "ask" prices per share of the
Common Stock as quoted in such reliable publication on the trading date
for the two week period ending on the last business day immediately
preceding the date as of which fair market value is to be determined; or
A-4
19
FINAL VERSION FOR ADOPTION
(ii) in the event the Common Stock is not listed for trading on the
aforementioned NASDAQ Markets or in such other reliable publications as
may be acceptable to the Administrator, fair market value shall be
determined (as of a date not more than 12 months preceding the date as
of which such determination is required to be made hereunder) by an
independent appraiser selected by the Board in its sole discretion. The
appraiser shall be instructed to assess the fair market value of a
minority interest in the Common Stock, taking into consideration such
factors as the appraiser deems relevant, which factors may include but
are not limited to (i) the Company's past, current and expected
profitability, (ii) the Company's past, present and expected revenues
and net cash flow, (iii) the Company's book value, and (iv) the absence
of an organized tracking market for the Common Stock.
The date of the determination of the Administrator to grant an
Option shall deemed to be the date on which an Option is granted,
provided that the Participant to whom the Option is granted is promptly
notified of the grant and an Option Agreement is duly executed as of the
date of the resolution.
(H) The obligation of the Company to issue or deliver shares of the
Common Stock under the Plan shall be subject to (i) the effectiveness of a
registration statement under the Securities Act of 1933, as amended, with
respect to such shares, if deemed necessary or appropriate by counsel for
the Company, and (ii) all other applicable securities laws, regulations,
rules and orders which may then be in effect.
Subject to the foregoing provisions of this Section 7 and the other
provisions of the Plan, any Option granted under the Plan shall be subject to
such other terms and conditions as the Administrator shall deem advisable.
8. ADJUSTMENT AND SUBSTITUTION OF SHARES.
If a dividend or other distribution shall be declared upon the Common Stock
payable in shares of Common Stock, the number of shares of Common Stock then
subject to any outstanding Option and the number of shares which may be issued
or delivered under the Plan but are not then subject to an outstanding Option
shall be adjusted by adding thereto the number of shares which would have been
distributable thereon if such shares had been outstanding on the date fixed for
determining the stockholders entitled to receive such stock dividend or
distribution.
If the outstanding shares of Common Stock shall be changed into or
exchangeable for a different number or kind of shares of stock or other
securities of the Company or another corporation, whether through
reorganization, reclassification, recapitalization, stock split-up, combination
of shares, merger or consolidation, then there shall be substituted for each
share of Common Stock subject to any then-outstanding Option and for each share
of Common Stock which may be issued or delivered under the Plan but is not then
subject to an outstanding Option, the number and kind of shares of stock or
other securities into which each outstanding share of Common Stock shall be so
changed or for which each such share shall be exchangeable.
In the case of any adjustment or substitution as provided for in this
Section 8, the aggregate Option Price for all shares subject to each
then-outstanding Option prior to such adjustment or substitution shall be the
aggregate Option Price for all shares of stock or other securities (including
any fraction) to which such shares shall have been adjusted or which shall have
been substituted for such shares. Any new Option Price per share shall be
carried to at least three decimal places with the last decimal place rounded
upwards to the nearest whole number.
No adjustment or substitution provided for in this Section 8 shall require
the Company to issue or sell a fraction of a share or other security.
Accordingly, all fractional shares or other securities which result from any
such adjustment or substitution shall be eliminated and not carried forward to
any subsequent adjustment or substitution.
9. RESTRICTIONS ON TRANSFER OF CERTAIN SHARES.
The Company is authorized to (i) retain the certificate(s) representing
such shares or place such certificates in the custody of its transfer agent,
(ii) place a restrictive legend on such shares, and/or (iii) issue a stop
transfer
A-5
20
FINAL VERSION FOR ADOPTION
order to the transfer agent with respect to such shares in order to enforce the
transfer restrictions of this Section and Section 7(I) hereof.
10. EFFECT OF THE PLAN ON THE RIGHTS OF PARTICIPANTS AND EMPLOYER.
Neither the adoption of the Plan nor any action of the Board or the
Administrator pursuant to the Plan shall be deemed to give any Participant any
right to be granted an Option under the Plan, and nothing in the Plan, in any
Option granted under the Plan or in any Stock Option Agreement shall confer any
right to any Participant to continue his or her relationship with or remain in
the employ of the Company or any Subsidiary or interfere in any way with the
rights of the Company or any Subsidiary to terminate the its relationship with
or employment of any Participant at any time.
11. INTERPRETATION, AMENDMENT, AND TERMINATION.
Except as provided elsewhere in this Plan, in the event of any dispute or
disagreement as to the interpretation of this Plan or of any rule, regulation or
procedure, or as to any question, right or obligation arising from or related to
the Plan, the decision of the Board shall be final and binding upon all persons.
The Board may, in its discretion, amend or terminate this Plan at any time.
Termination of the Plan shall not affect the rights of Optionees or their
successors under any Options outstanding and not exercised in full on the date
of termination.
12. WITHHOLDING TAXES.
The Company unilaterally or by arrangement with the Optionee shall make
appropriate provision for satisfaction of any obligation to withhold taxes in
the case of any grant, award, exercise or other transaction which gives rise to
a withholding requirement. An Optionee or other person receiving shares issued
upon exercise of a Non-Statutory Option shall be required to pay the Company or
any Subsidiary in cash the amount of any taxes which the Company or Subsidiary
is required to withhold and the Company shall not be obligated to provide the
Optionee with the Company's Common Stock until such time as such cash is paid to
the Company.
Notwithstanding the preceding sentence and subject to such rules as the
Administrator may adopt, Optionees who are subject to Section 16(b) of the
Exchange Act, and, if determined by the Administrator, other Optionees, may
satisfy the obligation, in whole or in part, by election on or before the date
that the amount of tax required to be withheld is determined, to have the number
of shares received upon exercise of the Non-Statutory Option reduced by the
number of shares the fair market value of which is equal to the withholding tax
obligations.
13. EFFECTIVE DATE AND DURATION OF PLAN.
The effective date and date of adoption of the Plan shall be the Effective
Date. No Option may be granted under the Plan subsequent to the date which is
ten (10) years following the Effective Date.
A-6
21
PROXY
ICHOR CORPORATION
50 - 52 Av du Chanoine Cartellier
69230 Saint-Genis Laval
France
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ICHOR CORPORATION.
The undersigned hereby appoints John M. Musacchio as proxy, with the power
of substitution to represent and to vote as designated below, all the shares of
common stock of ICHOR Corporation held of record by the undersigned on June 22,
2001, at the Annual Meeting of Shareholders to be held on July 19, 2001, or any
adjournment thereof.
PLEASE MARK YOUR VOTES AS INDICATED IN THIS SAMPLE. [X]
1. Election of Directors
FOR the nominees listed Below [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the contrary below) To vote for the nominees listed below
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR A NOMINEE, STRIKE A LINE
THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Patrice Pactol (Class 2 Director)
Robert Demers (Class 1 Director)
Michael K. Allio (Class 1 Director)
FOR AGAINST ABSTAIN
---- ------- -------
2. Approval of Name Change [ ] [ ] [ ]
3. Approval of Stock Option Plan [ ] [ ] [ ]
4. In their discretion, the Proxy holders are authorized to vote upon such other business as may properly come
before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN ABOVE, AND THIS
PROXY IS PROPERLY SIGNED, THE SHARES WILL BE VOTED FOR THE PROPOSALS LISTED
ABOVE.
Please sign exactly as name appears on your share certificates. When shares
are held by joint tenants, both should sign, when signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Dated , 2001 --------------------------------------
Signature
--------------------------------------
Print Name
--------------------------------------
Signature, if jointly held
--------------------------------------
Print Name
--------------------------------------
Number of Shares
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.