SUMMARY COMPENSATION TABLE OF
EXECUTIVES
|
Name and Principal Position
|
Year
|
Salary
|
|
Douglas N. Mac Donald*1
President/CEO/Director
|
2014
2015
2016
2017
|
$0.00
$0.00
$0.00
$0.00
|
*1 – Since 2013 Mr. Mac Donald has waived his compensation
in his role as President of the Corporation.
Compensation Pursuant to Management Contracts
Douglas N. Mac Donald, President/CEO
Since the start of fiscal year 2014
Mr. Mac Donald has waived his compensation in his role as President and a Director of the Corporation.
Other Compensation
- None;
no stock appreciation rights or warrants exist.
Compensation of Directors
Director Douglas N. Mac Donald
received compensation as set out above.
The Corporation did not pay any
compensation for services provided by any other member of the Board of Directors during the fiscal years ended December 31, 2014/2015/2016
and 2017.
Other Compensation
- None;
no stock appreciation rights or warrants exist.
Director Judy Campbell received
no compensation in her role as a Director of the Corporation.
Other Compensation
- None;
no stock appreciation rights or warrants exist.
Director Jake George received
no compensation in her role as a Director of the Corporation.
Other Compensation
- None;
no stock appreciation rights or warrants exist.
Director Brendan McKenna received
no compensation in her role as a Director of the Corporation.
Other Compensation
- None;
no stock appreciation rights or warrants exist.
Termination of Employment and
Change of Control Arrangements
None.
Key Employees Incentive Stock Option Plan
None.
Compensation Discussion and Analysis
The following Compensation Discussion
and Analysis (CD&A) provides information on the compensation programs established for our "Named Executive Officers"
during our fiscal year ended December 31, 2017. All information provided herein should be read in conjunction with the tables provided
below.
Our Board of Directors is responsible
for establishing, implementing and monitoring the policies governing compensation for our executives. Currently our
Board does not have a compensation committee. Our officers are members of our Board of Directors and are able to vote
on matters of compensation. We are not currently under any legal obligation to establish a compensation committee and
have elected not to do so at this time. In the future, we may establish a compensation committee if the Board determines
it to be advisable or we are otherwise required to do so by applicable law, rule or regulation. During the year ended December
31, 2017 our Board did not employ any outside consultants to assist in carrying out its responsibilities with respect to executive
compensation, although we have access to general executive compensation information regarding both local and national industry
compensation practices. In future periods we may participate in regional and national surveys that benchmark executive
compensation by peer group factors such as company size, annual revenues, market capitalization and geographical location.
The executive employment market
in general is very competitive due to the number of companies with whom we compete to attract and retain executive and other staff
with the requisite skills and experience to carry out our strategy and to maintain compliance with multiple Federal and State regulatory
agencies. Many of these companies have significantly greater economic resources than our own. Our Board has recognized
that our compensation packages must be able to attract and retain highly talented individuals that are committed to our goals and
objectives, without at this time paying cash salaries that are competitive with some of our peers with greater economic resources. Our
compensation structure is weighted towards equity compensation in the form of options to acquire common stock, which the Board
believes motivates and encourages executives to pursue strategic opportunities while managing the risks involved in our current
business stage, and aligns compensation incentives with value creation for our shareholders.
Components of Our Executive Compensation
Program
Our current executive compensation
program is entirely salary based. In the future we intend to incorporate additional components we believe are necessary
in order for the Company to provide a competitive compensation package relative to our peers and to provide an appropriate mix
between short-term and long-term cash and non-cash compensation. Elements of our future executive compensation are likely to include:
|
|
·
|
Other benefits available to all employees
|
|
|
·
|
Items specific to our President and Chief
Executive Officer per an employment agreement
|
Base Salary: At present we do
not have a salary structure for employees and Executives, and amounts are based on skill set, knowledge and responsibilities.
Base salaries may be established as necessary. During the year ended December 31, 2014/2015/2016 and 2017 the
Corporation’s President and Chief Executive Officer waived any compensation related to any wholly owned/majority owned
or investment related corporations which he acts as an Officer or Director.
Stock Awards: A
portion of compensation paid to our executives will be equity based. We believe equity compensation helps align
the interests of our executives with the interests of our shareholders. In that regard, our executives' compensation is
subject to downside risk in the event that our common stock price decreases. In addition, we believe stock awards provide
incentives to aid in the retention of key executives. No Stock compensation awards were granted to directors during the years
ending December 31, 2014/2015/2016 and 2017.
Other Benefits: Our President and
employees receive group benefits plan.
Corporate
Governance
Independence of the Board of Directors
The Company is not required by any exchange or market
to meet any standard of independence. The Board of Directors has adopted the NASDAQ definition of an independent director. After
review of all relevant transactions or relationships between each director and the Company and our senior management and our independent
auditors, our Board has affirmatively determined that each of Mr. Reuscher and Mr. Robins are independent directors.
Meetings of the Board of Directors and Board and Member
Attendance
Our full Board of Directors met 4 times in during Fiscal
2017, either telephonically or in person, while each of the committees met at least four times. Board members collectively
attended one hundred (100%) percent or more of the aggregate of the meetings of the Board that were held during the period for
which he or she served as a director.
Director Nominees
The Board does not have a nominating committee, which
the Board of Directors determined is not necessary given the relatively small size of the Company’s Board of Directors, management
team and operations. Director nominees are selected, or recommended for the Board’s selection, by a majority of the independent
directors. The Board does not have a written charter regarding its director nomination process and will consider candidates
for directors proposed by shareholders. Not less than 10 days prior to the next meeting of the Board at which the slate
of Board nominees is adopted, the Board accepts written submissions that include the name, address and telephone number of the
proposed nominee, along with a brief statement of the candidate's qualifications to serve as a director and a statement of why
the shareholder submitting the name of the proposed nominee believes that the nomination would be in the best interests of shareholders.
If the proposed nominee is not the shareholder submitting the name of the candidate, a letter from the candidate agreeing to the
submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied
by a resume supporting the nominee's qualifications to serve on the Board, as well as a list of references.
The director nominees are identified through a combination
of referrals, including by management, existing directors and shareholders, where warranted. Once a candidate has been identified,
the Board reviews the individual's experience and background, and may discuss the proposed nominee with the source of the recommendation.
If the Board believes it to be appropriate, one or more of our directors may meet with the proposed nominee before making a final
determination whether to include the proposed nominee as a member of management's slate of director nominees submitted to shareholders
for election to the Board.
Among the factors that the Board considers when evaluating
proposed nominees are their experience in the bioscience, chemical and/or pharmaceutical industries, knowledge of and experience
with business matters, finance, capital markets and mergers and acquisitions. The Board may request additional information from
the candidate prior to reaching a determination. The Board is under no obligation to formally respond to all recommendations, although
as a matter of practice, it will endeavor to do so.
We do not have a formal diversity policy for selecting
members of our Board. However, we do believe that it is important that our Board members collectively bring the experiences and
skills appropriate to effectively carry out their responsibilities with respect to our business both as conducted today and as
we plan for our longer-term strategic objectives. We therefore seek as members of our Board individuals with a variety of perspectives
and the expertise and ability to provide advice and oversight in financial and accounting controls; research and development and
regulatory affairs; business strategy; business development; and corporate governance, among other key areas of our business.
The Board received no shareholder recommendations for
nomination to the Board in connection with the Meeting. There are six director nominees for the Meeting, all of whom are incumbent
directors standing for reelection.
The Board's Leadership Structure
We do not have a policy on whether the same person should
serve as both the principal executive officer and Chairman of the Board or, if the roles are separate, whether the Chairman of
the Board should be selected from the non-employee directors or should be an employee. Our Board believes that it should have the
flexibility to make these determinations in the way that it believes best provides appropriate leadership for the Company at a
given time based on the position and direction of the Company and the membership of the Board. Currently, the positions
of Chairman and President and Chief Executive Officer are combined and held by Mr. Mac Donald Mr. Mac Donald’s in-depth knowledge
of the Company’s strategic priorities and operations enables him to facilitate effective communication between management
and the Board of Directors and see that key issues and recommendations are brought to the attention of the Board, providing an
effective leadership structure. Having the Chief Executive Officer serve as the Chairman also helps to ensure that the Chief Executive
Officer understands and can implement the recommendations and decisions of the Board.
Shareholder Communications with our Board of Directors
Shareholders may communicate appropriately with our directors
by sending written correspondence addressed to info@e-debitglobal.com, or mailed to E-Debit Global Corporation, Suite 300, 2801
Youngfield Street, Golden, California. All correspondence so received and will deliver as soon as practicable such
correspondence to the identified director addressee(s). The correspondence will not, however, be delivered if there are safety,
security, appropriateness or other concerns that mitigate against delivery of the correspondence, as determined by the President
in consultation with legal counsel. The Board or individual directors so addressed shall be advised of any correspondence withheld.
The Board or individual director, as applicable, will generate an appropriate response to all validly received shareholder correspondence
and will direct the President to send the response to the particular shareholder.
Code of Ethics
We have not adopted a code of ethics that applies to
our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing
similar functions. Since 2005 we have reviewed our requirements and circumstances related to the preparation of such
a code of ethics for presentment to our Board of Directors.
Audit Committee
Our Board of Directors does not currently have an audit
committee as such functions are performed by the Board of Directors acting as a whole.
Compensation Committee
Our Board of Directors does not currently have a compensation
committee as such functions are performed by the Board of Directors acting as a whole.
Family Relationships
There is no family relationship between any director,
executive or person nominated or chosen by the Company to become a director or executive officer.
Director Attendance at Annual Meeting
All of our Board members then serving attended either
telephonically or in person the annual meeting of shareholders held during fiscal 2017.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
Current E-Debit Global Corporation Director Jake George
is the President and Chief Executive Officer of AGH WA, LLC operating as Affordable Green Holdings which the Corporation is actively
concluding its current asset and/or share purchase. Mr. George has recused himself from all voting on matters associated to acquisitions
related to AGH WA, LLC.
Notwithstanding the above, to the knowledge of the Corporation,
no other director, officer, proposed nominee for election as a director of the Corporation, any associate or affiliate of said
persons has any material interest in a transaction having been concluded since the commencement of the Corporation’s last
two (2) fiscal years or has an interest in any proposed transaction which has materially affected or would materially affect the
Corporation or any of its subsidiaries.
The Corporation does not have an audit committee nor
does it have a nomination Committee.
A majority of the votes cast must be in favor of this
resolution in order for it to be approved.
SHAREHOLDER PROPOSALS
For the next annual meeting of the
shareholders of the Corporation, shareholders must submit to the Corporation any proposal that they wish to be included in the
Corporation’s Proxy Statement and Form of Proxy no later than 12:00 hrs (noon) March 10, 2017. The written proposal
must be received at the Corporation’s principal executive offices located at Suite 300, 2801 Youngfield Street, Golden, Colorado
80401.
Any notice of a shareholder proposal
submitted outside the processes described above shall be considered untimely after 12:00 hrs. (Noon) March 26, 2018.
Appendix A
E-DEBIT
GLOBAL CORPORATION, INC.
2018 STOCK
OPTION PLAN
FOR EMPLOYEES
1.
Purpose of the Plan
.
The purposes of this Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to such individuals, and to promote the success of the Company's business by aligning employee
financial interests with long-term shareholder value.
Options granted hereunder may
be either Incentive Stock Options or Nonqualified Stock Options, at the discretion of the Board and as reflected in the terms of
the written option agreement.
2.
Definitions
.
As used herein, the following
definitions shall apply:
(a)"
Board
"
shall mean the Committee, if such Committee has been appointed, or the Board of Directors of the Company, if such Committee has
not been appointed.
(b) "
Code
"
shall mean the Internal Revenue Code of 1986, as amended.
(c) "
Committee
"
shall mean the Committee appointed by the Board of Directors in accordance with paragraph (a) of Section 4 of the Plan, if one
is appointed; provided, however, if the Board of Directors appoints more than one Committee pursuant to Section 4, then "Committee"
shall refer to the appropriate Committee, as indicated by the context of the reference.
(d) "
Common Shares
"
shall mean the common shares of E-Debit Global Corporation.
(e) "
Company
"
shall mean E-Debit Global Corporation, a Colorado corporation and any successor thereto.
(f) "
Continuous Status
as an Employee
" shall mean the absence of any interruption or termination of service as an Employee. Continuous Status
as an Employee shall not be considered interrupted in the case of sick leave, maternity leave, infant care leave, medical emergency
leave, military leave, or any other leave of absence authorized in writing by a Vice President of the Company prior to its commencement.
(g) "
Employee
"
shall mean any person, including officers, employed by the Company or any Parent or Subsidiary of the Company.
(h) "
Incentive Stock
Option
" shall mean any Option intended to qualify as an incentive stock option within the meaning of Section 422 of the
Code.
(i)
"Maximum Annual
Employee Grant"
shall have the meaning set forth in Section 5(e).
(j) "
Non-Employee Director
"
shall have the same meaning as defined or interpreted for purposes of Rule 16b-3 (including amendments and successor provisions)
as promulgated by the Securities and Exchange Commission pursuant to its authority under the Exchange Act ("Rule 16b-3").
(k) "
Nonqualified Stock
Option
" shall mean an Option not intended to qualify as an Incentive Stock Option.
(l) "
Option
"
shall mean a stock option granted pursuant to the Plan.
(m) "
Optioned Shares
"
shall mean the Common Shares subject to an Option.
(n) "
Optionee
"
shall mean an Employee who receives an Option.
(o) "
Outside Director
"
shall have the same meaning as defined or interpreted for purposes of Section 162(m) of the Code.
(p) "
Parent
"
shall mean a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.
(q) "
Plan
"
shall mean this 2018 Stock Option Plan, including any amendments thereto.
(r) "
Share
"
shall mean one Common Share, as adjusted in accordance with Section 11 of the Plan.
(s) "
Subsidiary
"
shall mean (i) in the case of an Incentive Stock Option a "subsidiary corporation," whether now or hereafter existing,
as defined in Section 424(f) of the Code, and (ii) in the case of a Nonqualified Stock Option, in addition to a subsidiary corporation
as defined in (i), a limited liability company, partnership or other entity in which the Company controls 50 percent or more of
the voting power or equity interests.
3.
Shares Subject to the
Plan
. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of shares which may be optioned and
sold under the Plan is 100,000,000 Common Shares. The Shares may be authorized, but unissued, or reacquired Common Shares.
If an Option should expire or
become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or awards under the 2018 Stock Plan (the "2018 Plan").
4.
Administration of the
Plan
.
(a)
Procedure
. The Plan
shall be administered by the Board of Directors of the Company.
(1) The Board of Directors may
appoint one or more Committees each consisting of not less than two members of the Board of Directors to administer the Plan on
behalf of the Board of Directors, subject to such terms and conditions as the Board of Directors may prescribe. Once appointed,
such Committees shall continue to serve until otherwise directed by the Board of Directors.
(2) Any grants of Options to
officers who are subject to Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") shall be made by (i)
a Committee of two or more directors, each of whom is a Non-Employee Director and an Outside Director or (ii) as otherwise permitted
by both Rule 16b-3, Section 162(m) of the Code and other applicable regulations.
(3) Subject to the foregoing
subparagraphs (1) and (2), from time to time the Board of Directors may increase the size of the Committee(s) and appoint additional
members thereof, remove members (with or without cause) and appoint new members in substitution therefor, or fill vacancies however
caused.
(b)
Powers of the Board
.
Subject to the provisions of the Plan, the Board shall have the authority, in its discretion: (i) to grant Incentive Stock Options
or Nonqualified Stock Options; (ii) to determine, in accordance with Section 8(b) of the Plan, the fair market value of the Shares;
(iii) to determine, in accordance with Section 8(a) of the Plan, the exercise price per share of Options to be granted; (iv) to
determine the Employees to whom, and the time or times at which, Options shall be granted and the number of Shares to be represented
by each Option; (v) to interpret the Plan and the terms of Options; (vi) to prescribe, amend, and rescind rules and regulations
relating to the Plan; (vii) to determine the terms and provisions of each Option granted (which need not be identical) and, with
the consent of the holder thereof, modify or amend any Option; (viii) to reduce the exercise price per share of outstanding and
unexercised Options; (ix) to accelerate or defer (with the consent of the Optionee) the vesting or exercise date of any Option;
(x) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously
granted by the Board; and (xi) to make all other determinations deemed necessary or advisable for the administration of the Plan;
provided that, no consent of an Optionee is necessary under clauses (vii) or (ix) if the modification, amendment, acceleration,
or deferral in the reasonable judgment of the Board confers a benefit on the Optionee, or is made pursuant to an adjustment in
accordance with Section 11.
(c)
Effect of Board's Decision
.
All decisions, determinations, and interpretations of the Board shall be final and binding on all Optionees and any other holders
of any Options granted under the Plan.
5.
Eligibility
.
(a) Options may be granted only
to Employees. For avoidance of doubt, directors are not eligible to participate in the Plan unless they are full-time Employees.
(b) Each Option shall be designated
in the written option agreement as either an Incentive Stock Option or a Nonqualified Stock Option. However, notwithstanding such
designations, to the extent that the aggregate fair market value of the Shares with respect to which Options designated as Incentive
Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company) exceeds
$100,000, such Options shall be treated as Nonqualified Stock Options.
(c) For purposes of Section
5(b), Options shall be taken into account in the order in which they were granted, and the fair market value of the Shares shall
be determined as of the time the Option with respect to such Shares is granted.
(d) Nothing in the Plan or any
Option granted hereunder shall confer upon any Optionee any right with respect to continuation of employment with the Company,
nor shall it interfere in any way with the Optionee's right or the Company's right to terminate the employment relationship at
any time, with or without cause.
(e) The maximum number of Shares
with respect to which an Option or Options may be granted to any Employee in any one taxable year of the Company shall not exceed
20,000,000 shares (the "Maximum Annual Employee Grant").
6.
Term of Plan
. The
Plan shall become effective upon its adoption by the Board. No new Options may be granted under the Plan, provided that Shares
subject to the Plan (other than Shares issued in the exercise of Options granted under the Plan) shall be available for grants
and awards under the 2018 Plan as provided in Section 3 and awards shall be subject to adjustment as provided in Section 11.
7.
Term of Option
. The
term of each Option shall be no more than five (5) years from the date of grant. However, in the case of an Incentive Stock Option
granted to an Optionee who, at the time the Option is granted, owns Shares representing more than ten percent (10%) of the voting
power of all classes of shares of the Company or any Parent or Subsidiary, the term of the Option shall be no more than five (5)
years from the date of grant.
8.
Exercise Price and Consideration
.
(a) The per Share exercise price
under each Option shall be such price as is determined by the Board, subject to the following:
(1) In the case of an Incentive
Stock Option
(i) granted to an Employee
who, at the time of the grant of such Incentive Stock Option, owns shares representing more than ten percent (10%) of the voting
power of all classes of shares of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than
110% of the fair market value per Share on the date of grant.
(ii) granted to any other Employee,
the per Share exercise price shall be no less than 100% of the fair market value per Share on the date of grant.
(2) In the case of a Nonqualified
Stock Option the per Share exercise price may be less than, equal to, or greater than the fair market value per Share on the date
of grant.
(b) The fair market value per
Share shall be the closing price per share of the Common Share on the OTC Bulletin Board Stock Market ("OTC Bulletin Board")
on the date of grant. If the Shares cease to be listed on OTC Bulletin Board, the Board shall designate an alternative method of
determining the fair market value of the Shares.
(c) The consideration to be
paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Board
at the time of grant and may consist of cash and/or check. Payment may also be made by delivering a properly executed exercise
notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds necessary
to pay the exercise price. If the Optionee is an officer of the Company within the meaning of Section 16 of the Exchange Act, he
may in addition be allowed to pay all or part of the purchase price with Shares.
(d) Prior to issuance of the
Shares upon exercise of an Option, the Optionee shall pay any federal, state, and local withholding obligations of the Company,
if applicable. If an Optionee is an officer of the Company within the meaning of Section 16 of the Exchange Act, he may elect to
pay such withholding tax obligations by having the Company withhold Shares having a value equal to the amount required to be withheld.
The value of the Shares to be withheld shall equal the fair market value of the Shares on the day the Option is exercised. The
right of an officer to dispose of Shares to the Company in satisfaction of withholding tax obligations shall be deemed to be approved
as part of the initial grant of an option, unless thereafter rescinded, and shall otherwise be made in compliance with Rule 16b-3
and other applicable regulations.
9.
Exercise of Option
.
(a)
Procedure for Exercise;
Rights as a Shareholder
.
Any Option granted hereunder
shall be exercisable at such times and under such conditions as determined by the Board at the time of grant, and as shall be permissible
under the terms of the Plan.
An Option may not be exercised
for a fraction of a Share.
An Option shall be deemed to
be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the
person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received
by the Company. Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under
Section 8(c) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the share certificate evidencing such Shares, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company
shall issue (or cause to be issued) such share certificate promptly upon exercise of the Option. In the event that the exercise
of an Option is treated in part as the exercise of an Incentive Stock Option and in part as the exercise of a Nonqualified Stock
Option pursuant to Section 5(b), the Company shall issue a share certificate evidencing the Shares treated as acquired upon the
exercise of an Incentive Stock Option and a separate share certificate evidencing the Shares treated as acquired upon the exercise
of a Nonqualified Stock Option, and shall identify each such certificate accordingly in its share transfer records. No adjustment
will be made for a dividend or other right for which the record date is prior to the date the share certificate is issued, except
as provided in Section 11 of the Plan.
Exercise of an Option in any
manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which the Option is exercised.
(b)
Termination of Status
as Employee
. In the event of termination of an Optionee's Continuous Status as an Employee, such Optionee may exercise stock
options to the extent exercisable on the date of termination. Such exercise must occur within three (3) months (or such shorter
time as may be specified in the grant), after the date of such termination (but in no event later than the date of expiration of
the term of such Option as set forth in the Option Agreement). To the extent that the Optionee was not entitled to exercise the
Option at the date of such termination, or does not exercise such Option within the time specified herein, the Option shall terminate.
(c)
Disability of Optionee
.
Notwithstanding the provisions of Section 9(b) above, in the event of termination of an Optionee's Continuous Status as an Employee
as a result of total and permanent disability (i.e., the inability to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of twelve (12) months), the Optionee may exercise the Option, but only to the extent of the right
to exercise that would have accrued had the Optionee remained in Continuous Status as an Employee for a period of twelve (12) months
after the date on which the Employee ceased working as a result of the total and permanent disability. Such exercise must occur
within eighteen (18) months (or such shorter time as is specified in the grant) from the date on which the Employee ceased working
as a result of the total and permanent disability (but in no event later than the date of expiration of the term of such Option
as set forth in the Option Agreement). To the extent that the Optionee was not entitled to exercise such Option within the time
specified herein, the Option shall terminate.
(d)
Death of Optionee
.
Notwithstanding the provisions of Section 9(b) above, in the event of the death of an Optionee:
(i) who is at the time of death
an Employee of the Company, the Option may be exercised, at any time within six (6) months following the date of death (but in
no event later than the date of expiration of the term of such Option as set forth in the Option Agreement), by the Optionee's
estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right
to exercise that would have accrued had the Optionee continued living and remained in Continuous Status as an Employee twelve (12)
months after the date of death; or
(ii) whose Option has not yet
expired but whose Continuous Status as an Employee terminated prior to the date of death, the Option may be exercised, at any time
within six (6) months following the date of death (but in no event later than the date of expiration of the term of such Option
as set forth in the Option Agreement), by the Optionee's estate or by a person who acquired the right to exercise the Option by
bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination.
(e) Notwithstanding subsections
(b), (c), and (d) above, the Board shall have the authority to extend the expiration date of any outstanding option in circumstances
in which it deems such action to be appropriate (provided that no such extension shall extend the term of an option beyond the
date on which the option would have expired if no termination of the Employee's Continuous Status as an Employee had occurred).
10.
Non-Transferability of
Options
. The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than
by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee;
provided that the Board may permit further transferability, on a general or specific basis, and may impose conditions and limitations
on any permitted transferability.
11.
Adjustments Upon Changes
in Capitalization or Merger
. If any change is made to the Shares by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the outstanding Shares as a class without the Company's receipt
of consideration, appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the
Plan, (ii) the number and/or class of securities and/or the price per share covered by outstanding Options under the Plan, and
(iii) the Maximum Annual Employee Grant. The Board may also make adjustments described in (i)-(iii) of the previous sentence in
the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made
under this Section 11, the Board may take into account such factors as it deems appropriate, including (i) the restrictions of
applicable law, (ii) the potential tax consequences of an adjustment, and (iii) the possibility that some Optionees might receive
an adjustment and a distribution or other unintended benefit, and in light of such factors or circumstances may make adjustments
that are not uniform or proportionate among outstanding Options, modify vesting dates, defer the delivery of stock certificates
or make other equitable adjustments. Any such adjustments to outstanding Options will be effected in a manner that precludes the
enlargement of rights and benefits under such Options. Adjustments, if any, and any determinations or interpretations, including
any determination of whether a distribution is other than a normal cash dividend, made by the Board shall be final, binding and
conclusive. For purposes of this Section 11, conversion of any convertible securities of the Company shall not be deemed to have
been effected "without receipt of consideration." Except as expressly provided herein, no issuance by the Company of
shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of Shares subject to an Option.
In the event of the proposed
dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation of such proposed action,
unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any
Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise an Option as to all or any
part of the Optioned Shares, including Shares as to which the Option would not otherwise be exercisable. In the event of a proposed
sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each
Option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of
such successor corporation, unless such successor corporation does not agree to assume the Option or to substitute an equivalent
option, in which case the Board shall, in lieu of such assumption or substitution, provide for the Optionee to have the right to
exercise the Option as to all of the Optioned Shares, including Shares as to which the Option would not otherwise be exercisable.
If the Board makes an Option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets,
the Board shall notify the Optionee that the Option shall be fully exercisable for a period of fifteen (15) days from the date
of such notice, and the Option will terminate upon the expiration of such period.
12.
Time of Granting Options
.
The date of grant of an Option shall, for all purposes, be the date on which the Company completes the corporate action relating
to the grant of an option and all conditions to the grant have been satisfied, provided that conditions to the exercise of an option
shall not defer the date of grant. Notice of a grant shall be given to each Employee to whom an Option is so granted within a reasonable
time after the determination has been made.
13.
Substitutions and Assumptions
.
The Board shall have the right to substitute or assume Options in connection with mergers, reorganizations, separations, or other
transactions to which Section 424(a) of the Code applies, provided such substitutions and assumptions are permitted by Section
424 of the Code and the regulations promulgated thereunder. The number of Shares reserved pursuant to Section 3 may be increased
by the corresponding number of Options assumed and, in the case of a substitution, by the net increase in the number of Shares
subject to Options before and after the substitution.
14.
Amendment and Termination
of the Plan
.
(a)
Amendment and Termination
.
The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable (including, but not
limited to amendments which the Board deems appropriate to enhance the Company's ability to claim deductions related to stock option
exercises); provided that any increase in the number of Shares subject to the Plan, other than in connection with an adjustment
under Section 11 of the Plan, shall require approval of or ratification by the shareholders of the Company.
(b)
Employees in Foreign
Countries
. The Board shall have the authority to adopt such modifications, procedures, and subplans as may be necessary or
desirable to comply with provisions of the laws of foreign countries in which the Company or its Subsidiaries may operate to assure
the viability of the benefits from Options granted to Employees employed in such countries and to meet the objectives of the Plan.
(c)
Effect of Amendment or
Termination
. Except as otherwise provided in Sections 4 and 11, any such amendment or termination of the Plan shall not affect
Options already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated,
unless mutually agreed otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee
and the Company.
15.
Conditions Upon Issuance
of Shares
. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of
any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance.
16.
Reservation of Shares
.
The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient
to satisfy the requirements of the Plan.
17.
Shareholder Approval
.
The Plan, as amended, is subject to approval by the shareholders of the Company at the 2004 Annual Meeting of Shareholders. If
the Plan, as herein amended, is not so approved by the shareholders, the Plan, as previously approved, shall continue in effect.
Appendix
B
E-DEBIT
GLOBAL CORPORATION, INC.
STOCK OPTION
PLAN
FOR CONSULTANTS
AND ADVISORS
1.
Purposes of the Plan
.
The purposes of this Stock Option Plan are to attract and maintain a long-term relationship with the best available consultants
and advisors, to provide additional incentive to such individuals, and to promote the success of the Company’s business.
Options granted hereunder shall be Nonqualified Stock Options, and shall be evidenced by written Stock Option Agreements.
2.
Definitions
. As used
herein, the following definitions shall apply:
(a) "
Board
"
shall mean the Committee, if such Committee has been appointed, or the Board of Directors of the Company, if such Committee has
not been appointed.
(b) "
Code
"
shall mean the Internal Revenue Code of 1986, as amended.
(c) "
Committee
"
shall mean the Committee appointed by the Board of Directors in accordance with paragraph (a) of Section 4 of the Plan, if one
is appointed.
(d) "
Common Stock
"
shall mean the common stock of E-Debit Global Corporation.
(e) "
Company
"
shall mean E-Debit Global Corporation, a Colorado corporation.
(f) "
Continuous Status
as a Consultant or Advisor
" shall mean the absence of any interruption, expiration, or termination of an Optionee’s
consulting or advisory relationship with the Company. Continuous Status as a Consultant or Advisor shall not be considered interrupted
in the case of any temporary interruption in such person’s availability to provide services to the Company which has been
authorized in writing by a Vice President of the Company prior to its commencement; provided, however, that the Company may require
suspension of vesting in such cases. Continuous Status as a Consultant or Advisor shall not be considered terminated if such person
accepts employment with the Company, and thereafter a person’s Continuous Status as an Employee, and the effectsof an interruption
or termination thereof (including by reason of death or disability), shall be determined with reference to the Company’s
2018 Stock Option Plan.
(g) "
Nonqualified Stock
Option
" shall mean an Option not intended to qualify as an incentive stock option within the meaning of Section 422 of
the Code.
(h)"
Option
"
shall mean a stock option granted pursuant to the Plan.
(i) "
Optioned Stock
"
shall mean the Common Stock subject to an Option.
(j) "
Optionee
"
shall mean any consultant or advisor who receives an Option.
(k) "
Plan
"
shall mean this Stock Option Plan for Consultants and Advisors.
(l) "
Share
"
shall mean one share of Common Stock, as adjusted in accordance with Section 11 of the Plan.
3.
Stock Subject to the
Plan
. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of shares which may be optioned and
sold under the Plan is 50,000,000 shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock.
If an Option should expire or
become un-exercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall,
unless the Plan shall have been terminated, become available for future grant under the Plan.
4.
Administration of the
Plan
.
(a)
Procedure
. The Plan
shall be administered by the Board of Directors of the Company.
(1) The Board of Directors may
appoint a Committee, consisting of not less than two members of the Board of Directors, to administer the Plan on behalf of the
Board of Directors, subject to such terms and conditions as the Board of Directors may prescribe. Once appointed, such Committee
shall continue to serve until otherwise directed by the Board of Directors.
(2) The Board of Directors may,
from time to time, increase the size of the Committee and appoint additional members thereof, remove members (with or without cause)
and appoint new members in substitution therefor, fill vacancies however caused, or remove all members of the Committee and thereafter
directly administer the Plan.
(b)
Powers of the Board
.
Subject to the provisions of the Plan, the Board shall have the authority, in its discretion: (i) to grant Nonqualified Stock Options;
(ii) to determine, in accordance with Section 8(b) of the Plan, the fair market value of the Common Stock; (iii) to determine,
in accordance with Section 8(a) of the Plan, the exercise price per share of Options to be granted, (iv) to determine the individuals
to whom, and the time or times at which, options shall be granted and the number of Shares to be represented by each Option; (v)
to interpret the Plan and the terms of Options; (vi) to prescribe, amend, and rescind rules and regulations relating to the Plan;
(vii) to determine the terms and provisions of each Option granted (which need not be identical) and, with the consent of the holder
thereof, modify or amend any Option; (viii) to reduce the exercise price per share of outstanding and unexercised Options; (ix)
to accelerate or defer (with the consent of the Optionee) the vesting or exercise date of any Option; (x) to authorize any person
to execute, on behalf of the Company, any instrument required to effectuate the grant of an Option previously granted by the Board;
and (xi) to make all other determinations deemed necessary or advisable for the administration of the Plan; provided that, no consent
of an Optionee is necessary under clauses (vii) or (ix) if the modification, amendment, acceleration, or deferral in the reasonable
judgment of the Board confers a benefit upon the Optionee, or is made pursuant to an adjustment in accordance with Section 11.
(c)
Effect of Board’s
Decision
. All decisions, determinations, and interpretations of the Board shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.
5.
Eligibility
.
(a) Options may be granted to
consultants and advisors who provide consulting services to the Company. In no event shall any employees (full-time or part-time)
of the Company be eligible for the grant of an Option under the Plan. Notwithstanding the foregoing, the fact that an Optionee
subsequently becomes an employee of the Company shall not affect such Optionee’s Option, so long as the Optionee’s
Continuous Status as a Consultant or Advisor was uninterrupted prior to his or her commencement of employment with the Company.
(b) Nothing in the Plan or any
Option granted hereunder shall confer upon any Optionee any right to continue or require the continuance of the Optionee’s
consulting or advisory relationship with the Company, nor shall it interfere in any way with the Optionee’s right or the
Company’s right to terminate such relationship at any time, with or without cause.
6.
Term of Plan
. The
Plan shall become effective upon its adoption by the Board and shall continue in effect for five (5) years, unless sooner terminated
under Section 14 of the Plan.
7.
Term of Option
. The
term of each Option shall be no more than ten (10) years from the date of grant.
8.
Exercise Price and Consideration
.
(a) The per Share exercise price
under each Option shall be such price as is determined by the Board, which price may be less than, equal to, or greater than the
fair market value per Share on the date of grant.
(b) The fair market value per
Share shall be the closing price per share of the Common Stock on the OTC Bulletin Board Exchange on the date of grant. If the
Common Stock ceases to be listed on the OT Bulletin Board Exchange, the Board shall designate an alternative method of determining
the fair market value of the Common Stock.
(c) The consideration to be
paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Board
at the time of grant and may consist of cash and/or check. Payment may also be made by delivering a properly executed exercise
notice, together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale proceeds necessary
to pay the exercise price.
(d) Prior to issuance of the
Shares upon exercise of an Option, the Optionee shall pay any federal, state, and local withholding obligations of the Company,
if applicable.
9.
Exercise of Option
.
(a)
Procedure for Exercise;
Rights as a Stockholder
.
Any Option granted hereunder
shall be exercisable at such times and under such conditions as determined by the Board at the time of grant, and as shall be permissible
under the terms of the Plan. An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to
be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the
person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received
by the Company. Full payment may, as authorized by the Board, consist of any consideration and method of payment allowable under
Section 8(c) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company
shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for
a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in
Section 11 of the Plan.
The exercise of an Option in
any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan
and for sale under the Option, by the number of Shares as to which the Option is exercised.
(b)
Termination of Consulting
Relationship with Optionee
. In the event of termination of an Optionee’s Continuous Status as a Consultant or Advisor,
such Optionee may exercise stock options to the extent exercisable on the date of termination. Such exercise must occur within
three (3) months (or such shorter time as may be specified in the grant), after the date of such termination (but in no event later
than the date of expiration of the term of such Option as set forth in the Option Agreement). To the extent that the Optionee was
not entitled to exercise the Option at the date of such termination, or does not exercise such Option within the time specified
herein, the Option shall terminate.
(c)
Termination of Consulting
Relationship Due to Disability of Optionee
. Notwithstanding the provisions of Section 9(b) above, in the event of termination
of an Optionee’s Continuous Status as a Consultant or Advisor as a result of total and permanent disability (i.e., the inability
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a continuous period of twelve (12) months), such
Optionee may exercise stock options to the extent exercisable on the date of termination.
Such exercise must occur within
eighteen (18) months (or such shorter time as may be specified in the grant), after the date of such termination (but in no event
later than the date of expiration of the term of such Option as set forth in the Option Agreement). To the extent that the Optionee
was not entitled to exercise such Option within the time specified herein, the Option shall terminate.
(d)
Death of Optionee
.
Notwithstanding the provisions of Section 9(b) above, in the event of the death of an Optionee: (i) who is at the time of death
a consultant or advisor to the Company, the Option may be exercised, at any time within six (6) months following the date of death
(but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement), by the Optionee’s
Personal Representative or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the
extent of the right to exercise that had accrued as of the date of death; or
(ii) whose Option has not yet
expired, but whose Continuous Status as a Consultant or Advisor terminated prior to the date of death, the Option may be exercised,
at any time within six (6) months following the date of death (but in no event later than the date of expiration of the term of
such Option as set forth in the Option Agreement), by the Optionee’s Personal Representative or by a person who acquired
the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at
the date of termination.
(e) Notwithstanding subsections
(b), (c), and (d) above, the Board shall have the authority to extend the expiration date of any outstanding option in circumstances
in which it deems such action to be appropriate (provided that no such extension shall extend the term of an option beyond the
date on which the option would have expired if no termination of the Optionee’s Continuous Status as a Consultant or Advisor
had occurred).
10.
Non-Transferability of
Options
. The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than
by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee.
11.
Adjustments Upon Changes
in Capitalization or Merger
. If any change is made to the Shares by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the outstanding Shares as a class without the Company’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/or the price per share covered by outstanding Options under the Plan.
The Board may also make adjustments described in (i)-(ii) of the previous sentence in the event of any distribution of assets to
shareholders other than a normal cash dividend. In determining adjustments to be made under this Section 11, the Board may take
into account such factors as it deems appropriate, including (i) the restrictions of applicable law, (ii) the potential tax consequences
of an adjustment, and (iii) the possibility that some Optionees might receive an adjustment and a distribution or other unintended
benefit, and in light of such factors or circumstances may make adjustments that are not uniform or proportionate among outstanding
Options, modify vesting dates, defer the delivery of stock certificates or make other equitable adjustments. Any such adjustments
to outstanding Options will be effected in a manner that precludes the enlargement of rights and benefits under such Options. Adjustments,
if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal
cash dividend, made by the Board shall be final, binding and conclusive. For purposes of this Section 11, conversion of any convertible
securities of the Company shall not be deemed to have been effected "without receipt of consideration." Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reasons thereof shall be made with respect to, the number or price of shares of Common
Stock subject to an Option.
In the event of the proposed
dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation of such proposed action,
unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that
any Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise an Option as to all or
any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. In the event of a
proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation,
the Option shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary
of such successor corporation, unless such successor corporation does not agree to assume the Option or to substitute an equivalent
option, in which case the Board shall, in lieu of such assumption or substitution, provide for the Optionee to have the right
to exercise the Option as to all of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable.
If the Board makes an Option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of assets,
the Board shall notify the Optionee that the Option shall be fully exercisable for a period of fifteen (15) days from the date
of such notice, and the Option will terminate upon the expiration of such period.
12.
Time of Granting Options
.
The date of grant of an Option shall, for all purposes, be the date on which the Board makes the determination granting such Option.
Notice of the determination shall be given to each consultant or advisor to whom an Option is so granted within a reasonable time
after the date of such grant.
13.
Substitutions and Assumptions
.
The Board shall have the right to substitute or assume Options in connection with mergers, reorganizations, separations, or other
transactions to which Section 424(a) of the Code applies, provided such substitutions and assumptions are permitted by Section
424 of the Code and the regulations promulgated thereunder. The number of Shares reserved pursuant to Section 3 may be increased
by the corresponding number of Options assumed and, in the case of a substitution, by the net increase in the number of Shares
subject to Options before and after the substitution.
14.
Amendment and Termination
of the Plan
.
(a)
Amendment and Termination
.
The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable.
(b)
Effect of Amendment or
Termination
. Except as otherwise provided in Sections 4 and 11, any such amendment or termination of the Plan shall not affect
Options already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated,
unless mutually agreed otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee
and the Company.
15.
Conditions Upon
Issuance of Shares
. Shares
shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such
shares pursuant to thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel
for the Company with respect to such compliance.
16.
Reservation of Shares
.
The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient
to satisfy the requirements of the Plan.