EXHIBIT 4.1
AGT Employees Compensation Plan, Dated December 1, 1995
AGT EMPLOYEES COMPENSATION PLAN
THIS AGREEMENT is made this 1st day of December, 1995.
Section 1. PURPOSE
This AGT Employees Compensation Plan (hereinafter referred to as the
"Plan") is intended to promote the best interest of AGTsports, Inc., a Colorado
corporation (the "Company") and its stockholders by providing a means of non-
cash remuneration to consultants, employees and service providers who contribute
to the operating progress and earning power of the Company.
Section 2. DEFINITIONS
The following definitions shall be applicable to the terms used in the
Plan:
2.1 "Code" means the Internal Revenue Code of 1986, as presently in
effect or as hereunder amended.
2.2 "Committee" means a committee of two (2) Directors (none of whom
is an Eligible Participant) appointed by the Board of Directors to
implement, interpret and administer the Plan, subject at all times to the
approval of the entire Board of Directors unless and to the extent that the
Committee is composed of all of the persons then comprising the Board of
Directors of the Company. The Board of Directors, in its sole discretion,
December at any time remove any member of the Committee and appoint another
Director (who December or December not be an Eligible Participant) to fill
any vacancy on the Committee or December act itself as the Committee.
2.3 "Company" means AGTsports, Inc., a Colorado corporation.
2.4 "Eligible Participant" or "Participant" means any consultant,
employee or service provider of the Company who is determined (in
accordance with the provisions of Section 4 hereof) to be eligible to
receive stock hereunder.
2.5 "Plan" means this AGT Employees Compensation Plan.
2.6 "Registered Stock" means shares of common stock, $0.001 par
value, of the Company which are, upon issuance, freely tradeable by virtue
of having been registered with the Securities and Exchange Commission under
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cover of Form S-8, or another appropriate registration statement, and which
shares have been issued subject to the "blue sky" provisions of any
appropriate state jurisdiction. Special resale restrictions December,
however, apply to officers, directors, control shareholders and affiliates
of the Company and such individuals or entities will be required to obtain
an opinion of counsel as regards their ability to resell shares received
pursuant to this Plan.
2.7 "Restricted Stock" means shares of common stock, $0.001 par
value, of the Company issuable directly under the Plan which are, upon
issuance, subject to the restrictions set forth in Section 10 hereof.
Wherever appropriate, words used in the Plan in the singular December mean
the plural, the plural December mean the singular, and the masculine December
mean the feminine or neuter.
Section 3. ADOPTION AND ADMINISTRATION OF THE PLAN
Upon adoption by the Company's Board of Directors, the Plan shall become
effective immediately. In the absence of contrary action by the Board of
Directors, and except for action taken by the Committee pursuant to Section 4 in
connection with the determination of Eligible Participants, any action taken by
the Committee or by the Board of Directors with respect to the implementation,
interpretation or administration of the Plan shall be final, conclusive and
binding.
Section 4. ELIGIBILITY AND AWARDS
The Committee shall determine, as soon as practicable after the effective
date of the Plan, and at any time and from time to time thereafter: (i) the
Eligible Participants; (ii) the number of shares of Stock issuable directly or
to be granted pursuant to the Plan which an Eligible Participant December
exercise; (iii) the price at which each grant December be exercised, or the
price per share in cash, or cancellation of fees or other payment for which the
Company is liable if a direct issue of stock; and (iv) the terms on which each
grant December be granted. Such determination, as December from time to time be
amended or altered at the sole discretion of the Committee, shall be set forth
on EXHIBIT A to this Plan, attached hereto. Notwithstanding the provisions of
Section 3 hereof, no such determination by the Committee shall be final,
conclusive and binding upon the Company unless and until the Board of Directors
has approved the same; provided, however, that if the Committee is composed of
all the persons then comprising the Board of Directors of the Company, such
approval by the Board of Directors shall not be necessary.
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Section 5. ISSUANCE OF STOCK
Subject to the terms and provisions of this Plan, the terms and conditions
under which the issuance of Registered Stock or Restricted Stock December be
granted to an Eligible Participant shall be set forth in a written agreement
(i.e., a Consulting Agreement, Services Agreement, Fee Agreement, or Employment
Agreement) and the grant of such Registered Stock or Restricted Stock hereunder
shall be made a part hereof and containing such modifications thereto and such
other provisions as the Committee, in its sole discretion, December determine.
Notwithstanding the foregoing provisions of this Section 5, each Grant of any
Registered Stock or Restricted Stock shall incorporate the provisions of this
Plan by reference.
Section 6. TOTAL NUMBER OF SHARES OF STOCK
The total number of shares of Stock reserved for issuance by the Company
directly under this Plan shall not, initially, be more than One Million Six
Hundred Thousand (1,600,000). The total number of shares of Stock reserved for
such issuance December be increased only by a resolution adopted by the Board of
Directors and an amendment of the Plan. Such Stock December be authorized and
unissued or reacquired common stock of the Company.
Section 7. PURCHASE OF SHARES OF STOCK
7.1 As soon as practicable after the determination by the Committee
and approval by the Board of Directors (if necessary, pursuant to Section 4
hereof) of the Eligible Participants and the number of shares an Eligible
Participant December be issued directly, the Committee shall give notice
(written or oral) thereof to each Eligible Participant, which notice shall
be accompanied by the issuance, to be acknowledged by such Eligible
Participant. Upon receipt of said acknowledgement by the Company, the
Company will forward instructions to the Company's transfer agent to issue
Stock to such Eligible Participant.
7.2 The negotiated cost basis of stock issued directly to purchase
shares pursuant to paragraph 7.1 shall be as determined by the Committee,
it being understood that the price so determined by the Committee December
vary from one Eligible Participant to another. In computing the negotiated
direct issue price of a share of Stock, the Committee shall take into
consideration, among other factors, the restrictions set forth in Section
10 hereof.
Section 8. PAYMENT UPON DIRECT ISSUANCE
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The Committee shall determine the terms of the direct issue price for
payment by each Participant for his shares of Stock granted thereunder. Such
terms shall be set forth or referred to in the Board Resolution authorizing
issuance. The terms so set by the Committee December vary from one Participant
to another.
Section 9. DELIVERY OF SHARES OF REGISTERED STOCK UPON EXERCISE
The Company shall deliver to or on behalf of each Participant such number
of shares of Registered Stock as such Participant elects to purchase upon direct
issuance. Such shares, which shall be fully paid and nonassessable upon the
issuance thereof, shall be represented by a certificate or certificates
registered in the name of the Participant and stamped with an appropriate legend
referring to the restriction thereon, if such stock is to be restricted. Subject
to the terms and provisions of the Colorado Business Corporations Act, an
Eligible Participant shall have all the rights of a stockholder with respect to
such shares, including the right to vote the shares and to receive all dividends
or other distributions paid or made with respect thereto, provided that such
shares shall be subject to the restrictions hereinafter set forth. In the event
of a merger or consolidation to which the Company is a party, or of any other
acquisition of a majority of the issued and outstanding shares of common stock
of an acquiring corporation for common stock of the Company, or of any transfer
of all or substantially all of the assets of the Company in exchange for stock
of an acquiring corporation, a determination as to whether the stock of the
acquiring corporation so received shall be subject to the restrictions set forth
in Section 10 shall be made solely by the acquiring corporation.
Section 10. RESTRICTIONS ON SHARES OF STOCK ISSUED UPON DIRECT ISSUANCE
10.1 The shares of Stock issued directly shall not be sold,
exchanged, assigned, transferred or permitted to be transferred, whether
voluntarily, involuntarily or by operation of law, delivered, encumbered,
discounted, pledged, hypothecated or otherwise disposed of unless the
shares underlying the direct issuance have been registered with the
Securities and Exchange Commission ("SEC") pursuant to a registration
statement on Form S-8, or such other forms as December be appropriate, or
an Opinion of Counsel, satisfactory to the Company, is received, which
opinion established that an exemption from the registration provisions of
the Securities Act of 1933, as amended (the "'33 Act") is available.
10.2 The direct issuance of stock hereunder, to any Eligible
Participant DECEMBER BE SUBJECT, in the sole discretion of the Committee,
to other and further restrictions on transferability, which December
provide, among other restrictions, that such shares December not be sold,
exchanged, assigned, transferred or permitted to be transferred, whether
voluntarily, involuntarily or
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by operation of law, delivered, encumbered, discounted, pledged,
hypothecated or otherwise disposed of for a period of six (6) months from
effective date or such other period as December be determined by the
Committee.
Section 11. PLAN BINDING UPON ASSIGNS OR TRANSFEREES
In the event that, at any time or from time to time, any shares of Stock
are sold, exchanged, assigned or transferred to any party (other than the
Company) pursuant to the provisions of Section 10 hereof, such party shall take
such shares of Stock pursuant to all provisions and conditions of this Plan,
and, as a condition precedent to the transfer of such shares of Stock, such
party shall agree (for and on behalf of himself or itself, his or its legal
representatives and his or its transferees and assigns) in writing to be bound
by all provisions of this Plan.
Section 12. COSTS AND EXPENSES
All costs and expenses with respect to the adoption, implementation,
interpretations and administration of the Plan shall be borne by the Company.
Section 13. NO PRIOR RIGHT OF AWARD
Nothing in the Plan shall be deemed to give any officer or employee of the
Company, or his legal representatives or assigns, or any other person or entity
claiming under or through him, any contract or other right to participate in the
benefits of this Plan. Nothing in the Plan shall be construed as constituting a
commitment, guarantee, agreement or understanding of any kind or nature that the
Company shall continue to employ any individual (whether or not a Participant).
The Plan shall not affect in any way the right of the Company to terminate the
employment or contract of any individual (whether or not a Participant) at any
time.
Section 14. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY
Unless otherwise agreed to by the Company in writing or unless otherwise
required by law, the shares of Stock issued directly under the Plan and which
are held by an Eligible Participant, or his successor in interest, shall be
adjusted in any manner for (i) a subdivision or combination of any of the shares
of capital stock of the Company; (ii) a dividend payable in shares of capital
stock of the Company; (iii) a reclassification of any shares of capital stock of
the Company; or (iv) any other change in the capital structure of the Company.
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Section 15. AMENDMENT OR TERMINATION OF THE PLAN
The Plan December be amended or terminated in whole or in part by the Board
of Directors of the Company (in its sole discretion), but no such action shall
adversely affect or alter any right or obligation with respect to any award
theretofore made.
Section 16. BURDEN AND BENEFIT
The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Participant, his executives or administrators,
heirs, and personal and legal representatives.
Executed as a sealed instrument as of the day and year first above written.
AGTsports, Inc.
By: ///T.Alan Walls///
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Authorized Officer
ATTEST:
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Secretary
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