EXHIBIT 4.1
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THE QUARTZ GROUP, INC.
1997-II STOCK AWARD PLAN
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1. Purpose of the Plan. The Quartz Group, Inc. 1997-II
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Stock Award Plan (the "Plan") is intended to attract, retain, motivate and
reward officers, directors, employees of, and subsidiaries of the Company, who
are and will be contributing to the success of the business of the Company; to
provide competitive incentive compensation opportunities; and to further
opportunities for stock ownership by such employees and consultants in order to
increase their proprietary interest in the Company. It is the intention of the
Company that the Plan comply with the definition of an "employee benefit plan"
contained in Rule 405 under the Securities Act of 1933, as amended, (the "Act"),
and that awards be made only to "employees" as defined in Rule 405.
Accordingly, the Company may from time to time, grant to selected officers,
directors, employees and consultants ("participants") awards ("awards") of
shares of common stock of the Company, no par value ("Shares"), subject to the
terms and conditions hereinafter provided.
2. Administration of the Plan. This Plan shall be administered by
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the Board of Directors of the Company (the "Board"). The Board is authorized to
interpret the Plan and may from time to time adopt such rules and regulations
for carrying out the Plan as it may deem appropriate, including rules and
regulations to comply with the requirements of Rule 16(b) (3) under the
Securities Exchange Act of 1934. No Director shall be eligible to vote or
decide upon awards to such Director under the Plan. Decisions of the Board in
connection with the administration of the Plan shall be final, conclusive, and
binding upon all parties, including the Company, shareholders, officers,
directors, employees and consultants.
Subject to the terms, provisions, and conditions of this Plan as set
forth herein, the Board shall have sole discretion and authority:
(a) to select the officers, directors, employees and consultants to
be awarded Shares (it being understood that more than one award
may be granted to the same employee or consultant);
(b) to determine the number of Shares to be awarded to each
recipient;
(c) to determine the time or times when the awards may be granted;
(d) to prescribe the form of stock legend for the certificates of
Shares or other instruments, if any, evidencing any awards,
granted under this Plan, and
(e) to cause Shares to be registered on Form S-8 under the Act either
prior or subsequent to the making of an award.
3. Shares Subject to the Plan. The aggregate number of Shares which
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may be awarded under the Plan shall not exceed 500,000 shares of common stock of
the Company. Shares to be awarded under the Plan shall be made available, at
the discretion of the Board, either from the authorized but unissued shares of
the Company or from shares of common stock reacquired by the Company, including
shares purchased in the open market.
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4. Eligibility. Shares shall be awarded only to employees (the term
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"employees" shall include officers as well as other key employees of the
Company, and shall include directors who are also employees of the Company) and
consultants to the Company, it being the intention of the Company that awards
shall be made only to persons who satisfy the definition of "employee" contained
in Rule 405 under the Act.
5. Awards and Certificates. Each recipient shall be issued a
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certificate in respect of Shares awarded under the Plan. Such certificate shall
be registered in the name of the participant, and shall bear an appropriate
restrictive legend on its face, unless such Shares have been registered under
the Act. The Company may register on Form S-8 under the Act, on behalf of the
recipients, Shares issued or to be issued pursuant to the Plan.
6. Termination and Amendment. The Board may amend, suspend, or
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terminate the Plan at any time provided that no such modification shall impair
the rights of any recipient under any award.
7. Miscellaneous.
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(a) Nothing in the Plan shall require the Company to issue or
transfer any Shares pursuant to an award if such issuance or
transfer would, in the opinion of the Board, constitute or result
in a violation of any applicable statute or regulation of any
jurisdiction relating to the disposition of securities.
(b) Notwithstanding any other provision of the Plan, the Board may at
any time make or provide for such adjustment to the Plan, to the
number of Shares available thereunder, or to any awards of Shares
as it shall deem appropriate, to prevent dilution or enlargement
of rights, including adjustments in the event of changes in the
number of outstanding Shares by reason of stock dividends or
distributions, stock splits or other combinations or subdivisions
of stock, recapitalization, issuances by reclassification,
mergers, consolidations, combinations or exchanges of shares,
separations, reorganizations, liquidations, or other similar
corporate changes. Any such determination by the Board shall be
conclusive.
(c) No employee, consultant or other person shall have any claim or
right to be granted Shares under the Plan, and neither the Plan
nor any action taken thereunder shall be construed as giving any
participant, recipient, employee, consultant or other person any
right to be retained in the employ of or by the Company.
(d) Income realized as a result of an award of Shares shall not be
included in the recipients earnings for the purpose of any
benefit plan in which the recipient may become eligible unless
otherwise specifically provided for in such Plan.
(e) If and when a recipient is required to pay the Company an amount
required to be withheld under any federal, state or local income
tax laws
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in connection with an award under the Plan, the Board
may, in its sole discretion and subject to such rules as it may
adopt, permit the participant to satisfy the obligation, in whole
or in part, by electing to have the Company withhold Shares
having a fair market value equal to the amount required to be
withheld. The election to have Shares withheld must be made on
or before the date the amount of tax to be withheld is
determined.
8. Effective Date and Term of Plan. The effective date of the Plan
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shall be August 18, 1997 and the Plan shall remain in full force until December
31, 2000, or until all Shares have been awarded, whichever first occurs.
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