EXHIBIT 4.1
2002 COMPENSATION PLAN I
THIS COMPENSATION PLAN is adopted this 12th day of February, 2002, by
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC., a Nevada corporation with its
principal place of business being located at 32921 Calle Perfecto, San Juan
Capistrano, California 92675
WITNESSETH:
WHEREAS, the Board of Directors (the "Board") of SEYCHELLE
ENVIRONMENTAL TECHNOLOGIES, INC., (the "Company") has determined that it would
be desirable and in the best interest of the Company to grant certain
consultants and advisors, as well as certain employees, the opportunity to
purchase stock in the Company; and
WHEREAS, the Board believes that it is desirable and in the best
interest of the Company to grant certain consultants, advisors and employees
stock options from time to time, which options are not intended to qualify as
Incentive Stock Options as defined in Section 422 of the Internal Revenue Code
of 1986, as amended.
NOW, THEREFORE, the Board hereby adopts this 2002 COMPENSATION PLAN I
(the "Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is February 12, 2002, which is
the day the Plan was adopted by the Board. The Plan will terminate on the
earlier of the date of the full issuance of all common stock of the Company
allocated under the Plan, whether directly or by exercise of option, or ten
years from the date thereof, whichever is earlier.
2.00 ADMINISTRATION OF PLAN
The Plan shall be administered by the Board, which may adopt
such rules and regulations for the administration of the Plan as it may deem
necessary or appropriate, or may be administered by a Compensation Committee to
be appointed by the Board, which Committee shall have such composition and
duties as the Board may from time to time determine.
Subject to the express provisions of this Plan, the Board or
Compensation Committee, as applicable, shall have plenary authority, in its sole
discretion:
(i) To determine the time or times at which, and the advisors,
consultants and employees (including, but not limited to, advisors,
consultants and employees who serve as officers or
directors) of the Company or any parent or subsidiaries of the Company
to whom, options and stock shall be awarded under this Plan;
(ii) To determine, as the case may be, the Stock Option Price
(as defined herein) of, and the number of shares of Stock (as defined
herein) to be covered by, options granted under this Plan;
(iii) To determine the number of shares of Stock to be covered
by awards of stock under this Plan;
(iv) To determine the time or times at which each option
granted under this Plan may be exercised, including whether an option
may be exercised in whole or in installments;
(vi) To establish the terms of the restrictions applicable to
any stock awarded hereunder, and to determine the time or times at
which any such restrictions shall lapse;
(vi) To interpret this Plan and to prescribe, amend and
rescind rules and regulations relating to it; and
(vii) To make all other determinations which the Board or
Compensation Committee, as applicable, shall deem necessary or
advisable for the administration of this Plan.
3.00 ELIGIBILITY TO PARTICIPATE IN THE PLAN
3.01 Subject to the provisions of the Plan, the Board or its
designee shall determine and designate from time to time those consultants,
advisors, and employees of the Company, or consultants, advisors, and employees
of a parent or subsidiary corporation of the Company (the "Plan Participants"),
to whom shares are to be issued and/or options are to be granted hereunder and
the number of shares granted and/or to be optioned from time to such Plan
Participant. In determining the eligibility of a Plan Participant to receive
shares or an option, as well as in determining the number of shares to be issued
and/or optioned to such Plan Participant, the Board, or its designee, shall
consider the nature and value to the Company of the services which have been
rendered to the Company and such other factors as the Board, or its designee,
may deem relevant.
3.02 To be eligible to be selected to receive an option, a
Plan Participant must be a consultant, advisor or an employee of the Company or
a consultant, advisor, or an employee of a parent or subsidiary Corporation of
the Company. The grant of each option shall be confirmed by a Stock Option
Agreement which shall be executed by the Company and the optionee as promptly as
practicable after such grant. More than one option may be granted to a Plan
Participant.
3.03 An option may be granted to a Plan Participant eligible
hereunder regardless of his previous stockholdings.
3.04 The purchase price of each of the shares of Stock subject
to a Stock Option (the "Stock Option Price") shall be a stated price which is
not less than the Fair market value of such share of Stock, determined in
accordance with Section 5.00 of this Plan, or the par value of such share if
greater, as of the date the Stock Option is granted; provided, however, that the
Board or the Compensation Committee, as applicable, may, in its discretion,
grant Stock Options with a per share exercise price on the date of grant that is
above or below the Fair market value of a share of Stock, determined in
accordance with Section 5.00 of this Plan, but in no event less than the greater
of the par value of such share of Stock or fifty percent (50%) of such Fair
market value.
4.00 NUMBER OF SHARES SUBJECT TO THE PLAN
4.01. Except as provided in Section 10.00 below, the number of
shares which may at any time be made subject to options, or which may be issued
upon the exercise of options granted under this Plan, or made subject to grants
of stock hereunder, shall be limited to 300,000 shares of the common stock,
$.001 par value, of the Company (the "Stock"). The shares reserved for issuance
pursuant to this Plan may consist either of authorized but previously unissued
shares of Stock, or of issued shares of Stock which have been reacquired by the
Company, as determined from time to time by the Board of Directors.
Except as otherwise provided in Section 10.00 of this Plan, if any
option granted under this Plan expires, terminates or is canceled for any reason
without having been exercised in full, or any stock awarded hereunder is
forfeited for any reason, the shares of Stock allocable to the unexercised
portion of such option, or to the forfeited portion of such stock award, may
again be made subject to an option or stock award under this Plan within the
limits and under the terms set forth in Article 3.00 hereof.
5.00 FAIR MARKET VALUE OF COMMON SHARES
5.01. Except as provided in Section 5.02 below, for the
purposes of this Plan, the fair market value of a share of stock of the Company
shall be determined as follows: (i) if on the date as of which such
determination is made the class of stock being valued is admitted to trading on
a national securities exchange or exchanges or transaction reporting system for
which actual sale prices are regularly reported, or actual sales prices are
otherwise regularly published for such stock, the fair market value of a share
of such stock shall be deemed to be equal to the mean of the closing sale prices
reported for such stock on the principal such exchange or reporting system on
each of the 5 trading days immediately preceding the date as of which such
determination is made, provided that, if a closing sale price is reported for
only one of such 5 trading days, the fair market value shall be the closing sale
price on such trading day, or (ii) if on the date as of which such determination
is made no such closing sales prices are reported, but quotations for the class
of stock being valued are regularly listed on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") or another comparable
system, the fair market value of a share of such stock shall be deemed to be
equal to the mean of the average of the closing bid and asked prices for such
stock quoted on such system on each of the 5 trading days preceding the date as
of which such determination is made, or, (iii) if no such quotations are
available, the fair market value of a share of such stock shall be deemed to be
the average of the closing bid and asked prices furnished by a professional
securities dealer making a market in such shares, as selected by the Board of
Directors, for the trading date first preceding the date as of which such
determination is made.
5.02. Notwithstanding anything to the contrary contained
herein, with respect to any grants of options the Committee may determine the
fair market value of a share of stock of the Company on the basis of such
factors as it shall deem appropriate if it determines in good faith that the
approach provided for in Section 9(a) does not properly reflect the fair market
value of such stock.
6.00 SUCCESSIVE OPTIONS
Any option granted under this Plan to a Plan Participant may
be exercisable at such Plan Participant's discretion while there is outstanding
any other stock option previously granted to such Plan Participant, whether
under this Plan or any other stock option plan of the Company.
7.00 PERIOD AND EXERCISE OF OPTION
7.01. Options granted under this Plan shall expire on the
first to occur of the following dates whether or not exercisable on such dates:
(i) ten (10) years from the date the option is initially granted; (ii) six (6)
months from the date a Plan Participant who is also an employee of the Company
ceases employment due to permanent and total disability; (iii) the date of
termination of employment of a Plan Participant who is also an employee of the
Company for reasons other than retirement, permanent and total disability or
death, unless the Board determines in its sole discretion that it would be in
the best interest of the Company to extend any such option for a period not to
exceed three (3) years; or (iv) three (3) months from the date a Plan
Participant who is also an employee of the Company retires with permission of
the Board.
7.02. Notwithstanding Section 7.01, any portion of any option
which has not become exercisable pursuant to Section 7.03 prior to the death of
a Plan Participant or the termination of employment of a Plan Participant who is
also an employee of the Company shall expire on such Plan Participant's date of
death or termination date, if termination is for reasons other than retirement
or total and permanent disability.
7.03. Any option granted under this Plan shall be subject to
such restrictions on exercise as the Board shall determine at the time of grant.
Any such option may be exercised in whole or in part at the time it becomes
exercisable or from time to time thereafter, until the expiration of the option.
8.00 PAYMENT FOR OPTIONED SHARES
When a person holding an option granted under this Plan
exercises all or any portion of the option he shall pay the full option price
for the shares covered by the exercise of that portion of his option upon such
exercise. As soon as practicable, after the person notifies the Company of the
exercise of his option and makes payment of the required option price, the
Company shall issue such shares to the person.
9.00 RESTRICTIONS ON TRANSFER
9.01 No right or privilege of any person under the Plan shall
be transferable or assignable, except to the person's personal representative in
the event of the person's death, and except as provided in Section 9.02, options
granted hereunder are exercisable only by a Plan Participant during his life.
9.02 If a person dies holding outstanding options issued
pursuant to this Plan, his personal representative shall have the right to
exercise such options which are then exercisable at the time of such person's
death within one year of the death of the person.
10.00 RECLASSIFICATION, CONSOLIDATION OR MERGER
In the event of any change in the number of shares of the
outstanding Stock by reason of a stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger, or similar event, the
Board or Compensation Committee, as applicable, shall adjust proportionally the
number and kind of shares subject to this Plan, the number, kind, and Stock
Option Price of shares then subject to unexercised options granted hereunder.
Any such adjustment shall be made without a change in the aggregate purchase
price of the shares of Stock subject to the unexercised portion of any option.
In the event of any other change affecting any class of stock of the Company
subject to stock awards or stock option grants made under the Plan or any
distribution (other than normal cash dividends) to holders of such stock, such
adjustments as may be deemed equitable by the Board or Compensation Committee,
as applicable, including adjustments to avoid fractional shares, shall be made
to give proper effect to such event.
11.00 DISSOLUTION OR LIQUIDATION
Upon the effective date of the dissolution or liquidation of
the Company, or of a reorganization, merger or consolidation of the Company with
one or more other corporations in which the Company is not the surviving
corporation, or of the transfer of all or substantially all of the assets or
shares of the Company to another person or entity (any such transaction being
referred to hereinafter as a "Terminating Event"), this Plan and any stock award
or stock option grant theretofore made hereunder ("Awards") shall terminate
unless provision is made in writing in connection with such Terminating Event
for the continuance of this Plan and for the assumption of Awards theretofore
granted hereunder, or the substitution for such Awards of new awards issued by
the successor corporation or, if applicable, the publicly trade entity that is
the parent entity of the successor corporation, with such appropriate
adjustments as may be determined or approved by the Board or the Compensation
Committee, as applicable, or its successor, in which event this Plan and the
Awards theretofore granted or substituted therefor shall continue in the manner
and under the terms so provided.
Upon the later of the vote of the Board or the vote of shareholders
approving a Terminating Event in which provision is not made for the continuance
of this Plan and for the assumption of Awards theretofore granted or the
substitution for such Awards of new awards issued by the successor corporation
or a parent or subsidiary thereof, each Plan Participant to whom an Award has
been granted under this Plan (or such person's personal representative, estate
or any person who acquired such Award from such person by bequest or
inheritance) shall become entitled to exercise or surrender for cash, in whole
or in part, his rights under any Award granted to him without regard to any
restrictions that would otherwise apply. To the extent that a person, pursuant
to this Section 11.00, becomes vested in or has a right to exercise any Award on
account of a Terminating Event which he otherwise would not have had at that
time, his vesting or right to exercise such Award shall be contingent upon the
consummation of such Terminating Event.
12.00 BINDING EFFECT
This Plan shall inure to the benefit of and be binding upon
the Company and its employees, and their respective heirs, executors,
administrators, successors and assigns.
13.00 ADOPTION OF PLAN
This Plan has been duly adopted by the Board of Directors of
the Company on February 12, 2002.
14.00 TAX WITHHOLDING
The employer (whether the Company or a subsidiary) of a Plan
Participant granted an Award under this Plan shall have the right to deduct or
otherwise effect a withholding of any amount required by federal or state laws
to be withheld with respect to the grant, vesting or exercise of any Award, in
order for the employer to obtain a tax deduction otherwise available as a
consequence of such grant, vesting or exercise, as the case may be.
15.00 AMENDMENT
The Board of Directors at any time, and from time to time, may
amend this Plan.
Except as provided in Sections 10.00 and 11.00 hereof, rights
and obligations under any Awards granted before amendment of this Plan shall not
be altered or impaired by amendment of this Plan, except with the consent of the
person to whom the Award was granted.
16.00 NOTICES
Any notice to be given to the Company under the terms of this
Plan shall be addressed to the Company's then current business address, and any
notice given to a Plan Participant shall be addressed to the most recent address
for such Plan Participant in the business records of the Company.
17.00 HEADINGS
Headings are provided herein for convenience only and are not
to serve as a basis for interpretation or construction of this Plan.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
its behalf by its President and attested by its Secretary effective the day and
year first above written.
SEYCHELLE ENVIRONMENTAL
TECHNOLOGIES, INC.
By /s/ CARL PALMER
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Carl Palmer, President
ATTEST:
/s/ PAUL H. LUSBY
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Paul H. Lusby, Secretary (SEAL)