The All Party System Co.
A Project of the International Parliament
Investor Terms
http://www.allpartysystem.com/investorrelations.php
USA Securities and Exchange (SEC)
ID #0001592929
Price of Preferred Shares $0.001 per unit 2021-11-2
Price of Common Shares $0.001 per unit 2021-11-2
NOTE: The top ten holders/purchasers of Voting Common Shares before April 1st 2022 may self-Elect their own
name as share holder to APS-IB BoDs.
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TERMS for Purchasing Shares/Stocks
The All Party System Co. is an official corporate entity accepted as
a filer by the United States Securities and Exchange Commission (SEC).
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TERMS FOR RESTRICTED STOCK CERTIFICATES
Applicable to All Buyers 2021-10-29 Through 2025-10-29 (Four Years)
APS-IB = All Party System Co., International Bureau
RESTRICTED STOCK CERTIFICATES:
Non-transferable
GRANT TO
(“Grantee”)
by All Party System Co. (the “Company”) of
shares of its common stock, $0.01 par value (the “Shares”)
pursuant to and subject to the provisions of the All Party System Co. 2021 Long-Term Incentive Plan (the “Plan”) and to the terms and
conditions set forth on the following pages (the “Terms and Conditions”). By accepting the Shares, Grantee shall be deemed to have
agreed to the terms and conditions set forth in this Certificate and the Plan.
Unless vesting is accelerated in accordance with this Certificate or the Plan or in the discretion of the Committee, the Shares
will vest (become non-forfeitable) in accordance with the following schedule:
Continuous Status as a
Participant
after Grant Date
Percent of Shares Vested
Less than 1 Year
0%
1 Year
25%
2 Years
50%
3 Years
75%
4 Years
100%
IN WITNESS WHEREOF, All Party System Co., acting by and through its duly authorized officers, has caused this Certificate to be executed as of the Grant Date.
All Party System Co.
By:
Its: Authorized Officer
Grant Date: October 29th, 2021
TERMS AND CONDITIONS
1. Grant of Shares. The Company hereby grants to the Grantee named on page 1 hereof (“Grantee”), subject to the restrictions and the other terms and conditions set forth in the Plan and in this award certificate (this “Certificate”), the number of shares indicated on page 1 hereof of the Company’s $1.00 par value common stock (the “Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
2. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s employment with the Company or any Affiliate terminates for any reason other than as set forth in paragraph (b), (c) or (d) of Section 3 hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of employment termination, and such Restricted Shares shall revert to the Company immediately following the event of forfeiture. The restrictions imposed under this Section shall apply to all shares of the Company’s common stock or other securities issued with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the common stock of the Company.
3. Expiration and Termination of Restrictions. The restrictions imposed under Section 2 will expire on the earliest to occur of the following (the period prior to such expiration being referred to herein as the “Restricted Period”):
(a) the third annual anniversary of the Grant Date; provided Grantee is then still employed by the Company or an Affiliate; or
(b) the termination of Grantee’s employment by reason of death, Disability or Retirement; or
(c) the termination of Grantee’s employment without Cause or resignation by Grantee for Good Reason, if such event occurs within two years after a Change in Control; or’
(d) the termination of Grantee’s employment for any reason during the 30-day period beginning one year after a Change in Control.
4. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and may be held by the Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued during the Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities laws): “This certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Certificate between the registered owner of the shares represented hereby and All Party System Co. Release from such terms and conditions shall be made only in accordance with the provisions of such Certificate, copies of which are on file in the offices of All Party System Co.” Stock certificates for the Shares, without the first above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the 1933 Act, listing requirements under the rules of any stock exchange or the Nasdaq national market, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.
5. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with respect to the Shares during and after the Restricted Period. If Grantee forfeits any rights he may have under this Certificate, Grantee shall no longer have any rights as a stockholder with respect to the Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive dividends on such stock. In the event that for any reason Grantee shall have received dividends upon such stock after such forfeiture, Grantee shall repay to the Company any amount equal to such dividends.
6. Beneficiary Designation. Grantee may, in the manner determined by the Board, designate a beneficiary to receive any distribution with respect to the Shares upon Grantee’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights hereunder is subject to all terms and conditions of this Certificate and the Plan, and to any additional restrictions deemed necessary or appropriate by the Board. If no beneficiary has been designated or survives Grantee, payment shall be made to Grantee’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by Grantee at any time provided the change or revocation is filed with the Company.
7. Changes in Capital Structure. The provisions of the Plan shall apply in the case of a change in the capital structure of the Company. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Stock, or a combination or consolidation of the outstanding Stock into a lesser number of shares, the Shares then subject to this Certificate shall automatically be adjusted proportionately.
8. Payment of Taxes. Grantee will, no later than the date as of which any amount related to the Shares first becomes includable in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Certificate will be conditional on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from the award or any payment of any kind otherwise due to Grantee.
9. No Right of Continued Employment. Nothing in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue employment.
10. Amendment. The Committee may amend, modify or terminate this Certificate without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested on the date of such amendment or termination.
11. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.
12. Severability. If any one or more of the provisions contained in this Certificate is deemed to be invalid, illegal or unenforceable, the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
13. Notice. Notices and communications under this Certificate must be in writing and either personally delivered or sent by
registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be
addressed to All Party System Co., 1213 C Forest Ave. Pacific Grove, CA 93950; Attn: Secretary, or any other address
designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee
then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.
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14. APS-IB Chair, Secretary and Treasurer Special Offer 10,000 Share Units October 23rd 2021 Through July 10th 2022
Fifty Percent of Sales to Benefit Orphanages and Fifty Percent to Build Cash Assets for APS-IB
15. The following terms shall apply to all restricted shares sold from the set of 10,000 total shares (5000 preeferred and 5000 common) as follows and these restrictions starting at #14 can be applied to sales after the scheduled board meeting and approval of bylaws on the first Sunday after July 4th (July 10th) 2022 after new terms are voted on and approved by ranked choice voting (RCV) and the 1Ogle Method.
16. The share sale of 10,000 shares shall be offered as the initial public offering and had been filed with EDGAR on November 3rd 2021 approximately ten days after the first sale on October 23rd 2021 to APS-IB BoD Ivon Ramzi of Italy.
17. No more than 51% of the 40M shares registered by APS-IB will ever be sold.
18. No investor of board member of APS-IB can ever own or purchase more than 1/11ths of the remaining 4,900 shares (445 shares).
19. Purchases must always include a minimum of two shares and 50% of the buy must be preferred and 50% of the buy must be common shares.
20. The unity between men and women to bring the three-party system within the APS-IB gets attained by the following policy
restrictions on whom may offer to purchase shares:
a) Only buyers with non-binary gender names may pay over, under or at $5.00 per share.
b) Only buyers with names opposite gender the name of APS-IB BoD acting as seller may pay under $5.00 per share.
c) Only buyers with same gender name of APS-IB BoD acting as seller may pay over $5.00 per share.
d) Names that do not follow the selling order a, b and c above must pay more than $5.00 per share.
21. Sales must rotate between the first, second and third buyers by APS-IB BoDs or they will be categorized in group d in item 20.
22. Each buyer will automatically purchase any remaining shares of the 10K share through July 10th 2022 between 2 pm and 3 pm Pacific Time
and those shares will be distributed equally and proportionately under the Hare Quota to all licensed buyers who indicated "buy" notice
in their portfolio listed in "Investor Relations" on the site www.allpartysystem.com:
http://www.allpartysystem.com/investorrelations.php
23. These guidelines are subject to change at the annnual baord of directors meeting on the APS-IB on July 10th, 2022.
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APS International Bureau Voting Links
APS International Bureau Historical Notes
APS International Bureau Executives
APS-IB CEO
APS Worker BoDs
Investor BoDs
Eballot #
Marked Eballots #
Marked Eballot # Totals
Blank Eballot e-aps-11
Marked Eballot e-aps-11
Get Blank Eballot e-aps-12
See Marked Eballots e-aps-12
See Totals
Blank Eballot e-aps-11
Marked Eballots e-aps-11
Nominations
Agenda and Votes by Executives
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