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EXHIBIT 10.15
AMERALIA, INC.
2001 STOCK OPTION PLAN
1. Purpose; Restrictions on Amount Available Under the Plan. The
AmerAlia, Inc. 2001 Stock Option Plan (the "Plan") is intended to encourage
stock ownership by employees, consultants officers, and directors (who are also
employees or officers) of AmerAlia, Inc. ("AmerAlia"), its divisions and
Subsidiary Corporations, so that they may acquire or increase their proprietary
interest in AmerAlia, and to encourage such employees, consultants, officers and
directors to remain in the employment of or associated with AmerAlia and to put
forth maximum efforts for the success of AmerAlia and its business. It is
further intended that options granted by the Committee pursuant to Section 6 of
this Plan shall constitute "incentive stock options" ("Incentive Stock Options")
within the meaning of Section 422 of the Internal Revenue Code, and the
regulations issued thereunder, and options granted by the Committee pursuant to
Section 7 of this Plan shall constitute "non-qualified stock options"
("Non-qualified Stock Options").
2. Definitions. As used in this Plan, the following words and
phrases shall have the meanings indicated:
(a) "Disability" shall mean an Optionee's inability to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or that
has lasted or can be expected to last for a continuous period of not less than
12 months.
(b) "Employer Corporation" is the entity which employs the
person granted options under this Plan.
(c) "Fair Market Value"means, as of any date, the value of a
share of AmerAlia's common stock determined as follows:
(i) if such common stock is then quoted on the Nasdaq
National Market, its average closing price on the Nasdaq National Market for the
twenty trading days preceding the date of determination as reported in The Wall
Street Journal;
(ii) if such common stock is publicly traded and is then
listed on a national securities exchange, its average closing price for the
twenty trading days preceding the date of determination on the principal
national securities exchange on which the common stock is listed or admitted to
trading as reported in The Wall Street Journal;
(iii) if such common stock is publicly traded but is not
quoted on the Nasdaq National Market nor listed or admitted to trading on a
national securities exchange, the average of the closing prices for the twenty
trading days preceding the date of determination as reported in The Wall Street
Journal or if not reported in The Wall Street Journal, in another source for
stock price quotations selected by the Committee in its sole discretion; or
AMERALIA, INC. 2001 STOCK OPTION PLAN PAGE 1
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(iv) if none of the foregoing is applicable, by the
Committee in good faith.
(d) "Internal Revenue Code" shall mean the United States
Internal Revenue Code of 1986, as amended from time to time (codified at Title
26 of the United States Code), and any successor legislation.
(e) "Parent Corporation" shall mean any corporation (other
than the Employer Corporation) in an unbroken chain of corporations ending with
the Employer Corporation if, at the time of granting an Option, each of
AmerAlias other than the Employer Corporation owns stock possessing 50% or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.
(f) "Subsidiary Corporation" shall mean any corporation (other
than the Employer Corporation) in an unbroken chain of corporations beginning
with the Employer Corporation if, at the time of granting an Option, each of
AmerAlias other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
3. Administration.
(a) The Plan shall be administered by the Compensation
Committee (the "Committee"), consisting of not less than two members of the
Board of Directors of AmerAlia (the "Board") or alternatively, in the absence of
a designated and qualified committee, the entire Board shall serve as the
Committee.
(b) The Committee shall have the authority in its discretion,
subject to and not inconsistent with the express provisions of the Plan, to
administer the Plan and to exercise all the powers and authorities either
specifically granted to it under the Plan or necessary or advisable in the
administration of the Plan, including (without limitation): the authority to
grant Options; to determine which Options shall constitute Incentive Stock
Options and which Options shall constitute Non-qualified Stock Options; to
determine the purchase price of the shares of Common Stock covered by each
Option (the "Option Price"); to determine the persons to whom, and the time or
times at which, Options shall be granted; to determine the number of shares to
be covered by each Option; to determine Fair Market Value per share; to
interpret the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to determine the terms and provisions of the Option
Agreements (which need not be identical) entered into in connection with Options
granted under the Plan; and to make all other determinations deemed necessary or
advisable for the administration of the Plan. The Committee may delegate to one
or more of its members or to one or more agents such administrative duties as it
may deem advisable, and the Committee or any person to whom it has delegated
duties as aforesaid may employ one or more persons to render advice with respect
to any responsibility the Committee or such person may have under the Plan.
(c) The Board shall fill all vacancies, however caused, in the
Committee. The Board may from time to time appoint additional members to the
Committee, and may at any time remove
AMERALIA, INC. 2001 STOCK OPTION PLAN PAGE 2
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one or more Committee members and substitute others. One member of the Committee
shall be selected by the Board as chairman. The Committee shall hold its
meetings at such times and places as it shall deem advisable. All determinations
of the Committee shall be made by not less than a majority of its members either
present in person or participating by conference telephone at a meeting or by
written consent. The Committee may appoint a secretary and make such rules and
regulations for the conduct of its business as it shall deem advisable, and
shall keep minutes of its meetings. The secretary need not be a member of the
Committee or a member of the Board.
(d) No member of the Board or Committee shall be liable for
any action taken or determination made in good faith with respect to the Plan or
any Option granted hereunder.
4. Eligibility.
(a) Subject to certain limitations hereinafter set forth,
Options may be granted to employees, consultants, officers, and directors (who
are also employees or officers) of AmerAlia or its present or future divisions
and Subsidiary Corporations, provided such persons meet minimum requirements, if
any, as may be established by the Committee, in its discretion. In determining
the persons to whom Options shall be granted and the number of shares to be
covered by each Option, the Committee shall take into account the duties of the
respective persons, their present and potential contributions to the success of
AmerAlia and such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan. A person to whom an
Option has been granted hereunder is sometimes referred to herein as an
"Optionee."
(b) An Optionee shall be eligible to receive more than one
grant of an Option during the term of the Plan, but only on the terms and
subject to the restrictions hereinafter set forth.
5. Stock.
(a) The stock subject to Options hereunder shall be shares of
AmerAlia's common stock, $.01 par value per share ("Common Stock"). Such shares
may, in whole or in part, be authorized but unissued shares or shares that shall
have been or that may be reacquired by AmerAlia. The aggregate number of shares
of Common Stock as to which Options may be granted from time to time under the
Plan shall not exceed 1,000,000. The limitations established by the preceding
sentences shall be subject to adjustment as provided in Section 8(i) hereof.
(b) In the event that any outstanding Option under the Plan
for any reason expires or is terminated without having been exercised in full,
the shares of Common Stock allocable to the unexercised portion of such Option
(unless the Plan shall have been terminated) shall become available for
subsequent grants of options under the Plan.
6. Incentive Stock Options.
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(a) Options granted pursuant to this Section 6 are intended to
constitute Incentive Stock Options and shall be subject to the following special
terms and conditions, in addition to the general terms and conditions specified
in Section 8 hereof. Consultants who are not employees of AmerAlia shall not be
entitled to receive Incentive Stock Options.
(b) The aggregate Fair Market Value (determined as of the date
the Incentive Stock Option is granted) of the shares of Common Stock, with
respect to which Incentive Stock Options granted under this and any other plan
of AmerAlia or any Parent Corporation or Subsidiary Corporation are exercisable
for the first time by an Optionee during any calendar year, may not exceed the
amount set forth in Section 422(d) of the Internal Revenue Code.
(c) Incentive Stock Options granted under this Plan are
intended to satisfy all requirements for incentive stock options under the
Internal Revenue Code and the Treasury Regulations thereunder and,
notwithstanding any other provision of this Plan, the Plan and all Incentive
Stock Options granted under it shall be so construed, and all contrary
provisions shall be so limited in scope and effect and, to the extent they
cannot be so limited, they shall be void.
7. Non-qualified Stock Options. Options granted pursuant to this
Section 7 are intended to constitute Non-qualified Stock Options and shall be
subject only to the general terms and conditions specified in Section 8 hereof.
8. Terms and Conditions of Options. Each Option granted pursuant
to the Plan shall be evidenced by a written Option Agreement between AmerAlia
and the Optionee, which agreement shall comply with and be subject to the
following terms and conditions:
(a) Number of Shares. Each Option Agreement shall state the
number of shares of Common Stock to which the Option relates.
(b) Type of Option. Each Option Agreement shall specifically
identify the portion, if any, of the Option which constitutes an Incentive Stock
Option and the portion, if any, which constitutes a Non-qualified Stock Option.
(c) Option Price. (i) Each Option Agreement shall state the
Option Price, which (except as otherwise set forth in paragraphs 8(c)(ii)
hereof) shall be not less than the Fair Market Value per share on the date of
grant of the Option.
(ii) Any Incentive Stock Option granted under the Plan to
a person owning more than ten percent of the total combined voting power of the
Common Stock shall be at a price of not less than 110% of the Fair Market Value
per share on the date of grant of the Option.
(iii) The Option Price shall be subject to adjustment as
provided in Section 8(i) hereof.
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(iv) The date on which the Committee adopts a resolution
expressly granting an Option shall be considered the day on which such Option is
granted.
(d) Term of Options. (i) Options shall be exercisable over the
exercise period as and at the times the Committee, in its sole discretion, may
determine, as reflected in the Option Agreement, provided however, the exercise
period does not exceed five years from the date of grant of the Option.
(ii) The Committee shall have the authority to accelerate
the exercisability of any outstanding Option at such time and under such
circumstances as it, in its sole discretion, deems appropriate.
(iii) The exercise period shall be subject to earlier
termination as provided in Sections 8(f) and 8(g) hereof, and furthermore, shall
be terminated upon surrender of the Option by the holder thereof if such
surrender has been authorized in advance by the Committee.
(e) Method of Exercise and Medium and Time of Payment.
(i) An Option may be exercised as to any or all full
shares of Common Stock as to which the Option has become exercisable, provided
however, that an Option may not be exercised at any one time as to fewer than
100 shares (or such number of shares as to which the Option is then exercisable
if such number of shares is less than 100).
(ii) Each exercise of an Option granted hereunder, whether
in whole or in part, shall be by written notice to the Secretary of AmerAlia
designating the number of shares as to which the Option is exercised, and shall
be accompanied by payment in full of the Option Price (in cash or shares) for
the number of shares so designated, together with any written statements or
investment letter required by any applicable securities laws.
(iii) The Option Price shall be paid in cash, in shares of
Common Stock having a Fair Market Value as determined by the Board of Directors
equal to such Option Price or in a combination of cash and shares of the Common
Stock, and (subject to approval of the Board of Directors) may be effected in
whole or in part (A) with monies received from AmerAlia at the time of exercise
as a compensatory cash payment, or (B) with monies borrowed from AmerAlia
pursuant to repayment terms and conditions as shall be determined from time to
time by the Committee, in its discretion, separately with respect to each
exercise of Options and each Optionee, provided however, that each such method
and time for payment and each such borrowing and terms and conditions of
repayment shall be permitted by and be in compliance with applicable law.
(iv) The Board of Directors shall have the sole and
absolute discretion to determine whether or not property other than cash or
shares of Common Stock may be used to purchase the shares of Common Stock
hereunder and, if so, to determine the value of the property received.
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(f) Termination. Except as provided in this Section 8(f) and
in Section 8(g) hereof, an Option may not be exercised unless the Optionee is
then an employee or consultant or officer or a director (who is also an employee
of officer) to AmerAlia or a division or Subsidiary Corporation thereof (or a
corporation or a Parent or Subsidiary Corporation of such corporation issuing or
assuming the option in a transaction to which Section 424(a) of the Internal
Revenue Code applies), and unless the Optionee has remained continuously as such
an employee or consultant or officer or director to AmerAlia since the date of
grant of the Option.
(i) If the Optionee ceases to be an employee or consultant
or officer or director (who is also an employee or officer) to AmerAlia, its
divisions or Subsidiary Corporations (other than by reason of death, Disability
or retirement or termination for "Cause," as Cause may be defined in any
applicable agreement or in the good faith determination of the Board of
Directors), all Options of such Optionee that are exercisable at the time of
such cessation may, unless earlier terminated in accordance with their terms, be
exercised within three months after such cessation, provided however, that if
the employment or consulting relationship of an Optionee shall terminate all
Options theretofore granted to such Optionee shall, to the extent not
theretofore exercised, terminate immediately upon such termination or removal.
(ii) Nothing in the Plan or in any Option granted pursuant
hereto shall confer upon an individual any right to continue in the employment
of AmerAlia or any of its divisions or Subsidiary Corporations or interfere in
any way with the right of AmerAlia or its shareholders or any such division or
Subsidiary Corporation to terminate such employment or other relationship
between the individual and AmerAlia or any of its divisions and subsidiary
corporations.
(g) Death, Disability or Retirement of Optionee. If an
Optionee shall die while employed by, or a consultant to, AmerAlia or a
Subsidiary Corporation thereof, or within three months after the termination of
such Optionee's employment or consulting relationship, other than termination
for Cause, or if the Optionee's employment or consulting relationship, shall
terminate by reason of Disability or retirement, all Options theretofore granted
to such Optionee (whether or not otherwise exercisable) may, unless earlier
terminated in accordance with their terms, be exercised by the Optionee or by
the Optionee's estate or by a person who acquired the right to exercise such
Option by bequest or inheritance or otherwise by reason of the death or
Disability of the Optionee, at any time within one year after the date of death,
Disability or retirement of the Optionee.
(h) Nontransferability. (i) Options granted under the Plan
shall not be transferable other than by will or by the laws of descent, and
Options may be exercised, during the lifetime of the Optionee, only by the
Optionee and thereafter only by his legal representative.
(ii) Any attempted sale, pledge, assignment, hypothecation
or other transfer of an option contrary to the provisions hereof and the levy of
any execution, attachment or similar process upon an Option shall be null and
void and without force or effect and shall result in automatic termination of
the Option.
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(iii) (A) As a condition to the transfer of any shares of
Common Stock issued upon exercise of an Option granted under this Plan, AmerAlia
may require an opinion of counsel, satisfactory to AmerAlia, to the effect that
such transfer will not be in violation of the Securities Act of 1933 or any
other applicable securities laws or that such transfer has been registered under
federal and all applicable state securities laws. (B) Further, AmerAlia shall be
authorized to refrain from delivering or transferring shares of Common Stock
issued under this Plan until the Board of Directors determines that such
delivery or transfer will not violate applicable securities laws and the
Optionee has tendered to AmerAlia any federal, state or local tax owed by the
Optionee as a result of exercising the Option, or disposing of any Common Stock,
when AmerAlia has a legal liability to satisfy such tax. (C) AmerAlia shall not
be liable for damages due to delay in the delivery or issuance of any stock
certificate for any reason whatsoever, including, but not limited to, a delay
caused by listing requirements of any securities exchange or any registration
requirements under the Securities Act of 1933, the Securities Exchange Act of
1934, or under any other state or federal law, rule or regulation. (D) AmerAlia
is under no obligation to take any action or incur any expense in order to
register or qualify the delivery or transfer of shares of Common Stock under
applicable securities laws or to perfect any exemption from such registration or
qualification. (E) Furthermore, AmerAlia will have no liability to any Optionee
for refusing to deliver or transfer shares of Common Stock if such refusal is
based upon the foregoing provisions of this Paragraph.
(i) Effect of Certain Changes.
(i) If there is any change in the number of shares of
Common Stock through the declaration of stock dividends, or through
recapitalization resulting in stock splits, or combinations or exchanges of such
shares, the number of shares of Common Stock available for Options, the number
of such shares covered by outstanding Options, and the price per share of such
Options, shall be proportionately adjusted by the Committee to reflect any
increase or decrease in the number of issued shares of Common Stock, provided
however, that any fractional shares resulting from such adjustment shall be
eliminated.
(ii) In the event of the proposed dissolution or
liquidation of AmerAlia, in the event of any corporate separation or division,
including, but not limited to, split-up, split-off or spin-off, or in the event
of a merger or consolidation of AmerAlia with another corporation, the Committee
may (but is not obligated to) provide that the holder of each Option then
exercisable shall have the right to exercise such Option (at its then Option
Price) solely for the kind and amount of shares of stock and other securities,
property, cash or any combination thereof receivable upon such dissolution,
liquidation, or corporate separation or division, or merger or consolidation by
a holder of the number of shares of Common Stock for which such Option might
have been exercised immediately prior to such dissolution, liquidation, or
corporate separation or division, merger or consolidation; or the Committee may
provide, in the alternative, that each Option granted under the Plan shall
terminate as of a date to be fixed by the Committee; provided, however, that not
less than 30 days' written notice of the date so fixed shall be given to each
Optionee, who shall have the right, during the period of 30 days preceding such
termination, to exercise the Options as to all or any part of the shares of
Common Stock covered thereby. In such case the Committee may (but is not
obligated to) provide that Options not otherwise exercisable may be exercised in
such circumstances.
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(iii) Paragraph (ii) of this Section 8(i) shall not apply
to a merger or consolidation in which AmerAlia is the surviving corporation and
shares of Common Stock are not converted into or exchanged for stock, securities
of any other corporation, cash or any other thing of value. Notwithstanding the
preceding sentence, in case of any consolidation or merger of another
corporation into AmerAlia in which AmerAlia is the surviving corporation and in
which there is a reclassification or change (including a change to the right to
receive cash or other property) of the shares of Common Stock (other than a
change in par value, or from par value to no par value, or as a result of a
subdivision or combination, but including any change in such shares into two or
more classes or series of shares), the Committee may provide that the holder of
each Option then exercisable shall have the right to exercise such Option solely
for the kind and amount of shares of stock and other securities (including those
of any new direct or indirect parent of AmerAlia), property, cash or any
combination thereof receivable upon such reclassification, change, consolidation
or merger by the holder of the number of shares of Common Stock for which such
Option might have been exercised.
(iv) In the event of a change in the Common Stock of
AmerAlia as presently constituted, which is limited to a change of all of its
authorized shares with par value into the same number of shares with a different
par value or without par value, the shares resulting from any such change shall
be deemed to be the Common Stock within the meaning of the Plan.
(v) To the extent that the foregoing adjustments relate to
stock or securities of AmerAlia, such adjustments shall be made by the
Committee, whose determination in that respect shall be final, binding and
conclusive, provided that each Incentive Stock Option granted pursuant to this
Plan shall not be adjusted in a manner that causes such option to fail to
continue to qualify as an Incentive Stock Option within the meaning of Section
422 of the Internal Revenue Code.
(vi) Except as previously expressly provided in this
Section 8(i), this Optionee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in the number of shares of stock of
any class or by reason of any dissolution, liquidation, merger, or consolidation
or spin-off of assets or stock of another corporation; and any issue by AmerAlia
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall not affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares of Common Stock subject to
the Option. The grant of an Option pursuant to the Plan shall not affect in any
way the right or power of AmerAlia to make adjustments, reclassifications,
reorganizations or changes of its capital or business structures or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or part of its
business or assets.
(j) Rights as Shareholder - Non-Distributive Intent.
(i) Neither a person to whom an Option is granted, nor
such person's legal representative, heir, legatee or distributee, shall be
deemed to be the holder of, or to have any rights
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of a holder with respect to, any shares subject to such Option, until after the
Option is exercised and the shares are issued to the person exercising such
Options.
(ii) Upon exercise of an Option at a time when there is no
registration statement in effect under the Securities Act of 1933 relating to
the shares issuable upon exercise and available for delivery of a prospectus
meeting the requirements of Section 10(a)(3) of said Act, shares may be issued
to the Optionee only if the Optionee represents and warrants in writing to
AmerAlia that the shares purchased are being acquired for investment and not
with a view to the distribution thereof.
(iii) No shares shall be issued upon the exercise of an
Option unless and until there shall have been compliance with any then
applicable requirements of the Securities and Exchange Commission, or any other
regulatory agencies having jurisdiction over AmerAlia.
(iv) No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or distribution
or other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 8(i) hereof.
(k) Other Provisions. The Option Agreements authorized under
the Plan shall contain such other provisions, including, without limitation, (i)
the imposition of restrictions upon the exercise of an Option, and (ii) in the
case of an Incentive Stock Option, the inclusion of any condition not
inconsistent with such Option qualifying as an Incentive Stock Option, as the
Committee shall deem advisable.
(l) Leave of Absence. The Committee shall be entitled to make
such rules, regulations, and determinations as it deems appropriate under the
Plan with respect to any leave of absence taken by the recipient of any Option
awarded hereunder. Without limiting the generality of the foregoing, the
Committee shall be entitled to determine:
(i) whether or not any such leave of absence shall
constitute a termination of employment within the meaning of the Plan; and
(ii) the impact, if any, of any such leave of absence on
awards under the Plan theretofore made to any recipient who takes such leave of
absence.
(m) Non-Uniform Determinations. The Committee's determinations
under the Plan (including, without limitation, determination of the persons to
receive awards, the form, amount and timing of such awards, the terms and
provisions of such awards, and the agreements evidencing same) need not be
uniform and may be made selectively among persons who receive, or who are
eligible to receive, awards under the Plan, whether or not such persons are
similarly situated.
9. Agreement by Optionee Regarding Withholding Taxes. If the
Committee shall so require, as a condition of exercise, each Optionee shall
agree that:
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(a) No later than the date of exercise of any Option granted
hereunder, the Optionee will pay to AmerAlia or make arrangements satisfactory
to the Committee regarding payment of any federal, state or local taxes of any
kind required by law to be withheld upon the exercise of such Option;
(b) AmerAlia shall, to the extent permitted or required by
law, have the right to deduct federal, state and local taxes of any kind
required by law to be withheld upon the exercise of such Option from any payment
of any kind otherwise due to the Optionee. For withholding tax purposes, the
shares of Common Stock shall be valued on the date the withholding obligation is
incurred; and
(c) AmerAlia shall not be obligated to advise any Optionee of
the existence of any such tax or the amount which AmerAlia will be so required
to withhold.
10. Agreement by Optionee With Respect to Section 16. If the
Optionee is subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended, the grant of this option shall not
be effective until such person complies with the reporting requirements of
Section 16(a).
11. Term of Plan. Options may be granted pursuant to the Plan from
time to time within a period of ten years from the date the Plan is adopted by
the Board, or the date the Plan is approved by the shareholders of AmerAlia,
whichever is earlier.
12. Amendment and Termination of the Plan.
(a) (i) The Board at any time and from time to time may
suspend, terminate, modify or amend the Plan;
(ii) provided, however, that any amendment that would: (A)
materially increase the benefits accruing to participants under the Plan, or (B)
increase the number of shares of Common Stock as to which Options may be granted
under the Plan or (C) materially modify the requirements as to eligibility for
participation in the Plan, shall be subject to the approval of the holders of a
majority of the shares of Common Stock of AmerAlia presented or represented, and
entitled to vote at a duly constituted and held meeting of shareholders;
(iii) provided further that any such increase or
modification that may result from adjustments authorized by Section 8(i) hereof
shall not require such approval.
(b) Except as provided in Section 8 hereof, no suspension,
termination, modification or amendment of the Plan may adversely affect any
Option previously granted, unless the written consent of the Optionee is
obtained.
13. Approval of Shareholders. The Plan shall take effect upon its
adoption by the Board but shall be subject to the approval of the holders of the
shares of Common Stock of AmerAlia
AMERALIA, INC. 2001 STOCK OPTION PLAN PAGE 10
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present or represented and entitled to vote at a duly constituted and held
meeting of shareholders, which approval must occur within 12 months after the
date the Plan is adopted by the Board. If the shareholders do not approve this
plan within the 12 month period set forth in the preceding sentence, all
Incentive Stock Options granted hereunder will be converted to Non-Qualified
Stock Options and the Committee will not be able to issue Incentive Stock
Options thereafter.
14. Assumption. The terms and conditions of any outstanding
Options granted pursuant to this Plan shall be assumed by, be binding upon and
inure to the benefit of any successor corporation to AmerAlia and shall continue
to be governed by, to the extent applicable, the terms and conditions of this
Plan. Such successor corporation shall not otherwise be obligated to assume this
Plan.
15. Termination of Right of Action. Every right of action arising
out of or in connection with the Plan by or on behalf of AmerAlia or of any
Subsidiary, or by any shareholder of AmerAlia or of any Subsidiary against any
past, present or future member of the Board, or against any employee, or by an
employee (past, present or future) against AmerAlia or any Subsidiary, will,
irrespective of the place where an action may be brought and irrespective of the
place of residence of any such shareholder or employee, cease and be barred by
the expiration of three years from the date of the act or omission in respect of
which such right of action is alleged to have risen.
16. Tax Litigation. AmerAlia shall have the right, but not the
obligation, to contest, at its expense, any tax ruling or decision,
administrative or judicial, on any issue which is related to the Plan and which
the Board believes to be important to holders of Options issued under the Plan
and to conduct any such contest or any litigation arising therefrom to a final
decision.
17. Adoption.
(a) This Plan was approved by the Board of Directors of
AmerAlia at a meeting on April 16, 2001.
(b) This Plan was approved by the shareholders of AmerAlia at
a meeting on June 21, 2001.
AmerAlia, Inc.
Seal
ATTEST: By:
---------------------------------
Bill H. Gunn, President
---------------------------------
Robert C.J. van Mourik, Secretary
AMERALIA, INC. 2001 STOCK OPTION PLAN PAGE 11