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EXHIBIT 4.1
BELDEN & BLAKE CORPORATION
Stock Option Plan
(as amended)
1. PURPOSE. The purpose of this Stock Option Plan (the "Plan") is to
provide an incentive to selected key management employees of Belden &
Blake Corporation (the "Company") and its subsidiaries to acquire or
to increase a proprietary interest in the Company, to continue as
employees or for others to become employees, and to increase their
interest in and contribution to the welfare of the Company and its
subsidiaries.
2. ADMINISTRATION. The Plan shall be administered by a committee (the
"Committee") of not less than three directors of the Company elected
or to be elected from time to time by the Board of Directors of the
Company, none of whom shall be eligible (and shall not have been
eligible for a period of at least one year prior to their
appointment) to participate in the Plan or any other stock option or
stock purchase plan of the Company. Subject to the provisions of the
Plan and the control of the Board of Directors of the Company, the
Committee is authorized to grant options hereunder and to interpret
the Plan and such options, to prescribe, amend and rescind rules and
regulations relating to the Plan and the options, and to make other
determinations necessary or advisable for the administration of the
Plan, all of which determinations shall be conclusive.
3. ELIGIBILITY. Options shall be granted under the Plan to such
selected full time salaried employees (including officers and
directors if they are employees) of the Company or any of its
subsidiaries as the Committee shall determine from time to time.
4. STOCK SUBJECT TO OPTIONS. The aggregate number of shares of the
Company's common stock which may be issued or sold under options
granted pursuant to the Plan shall not exceed 1,070,000 shares. Such
shares shall be authorized but unissued shares of common stock or
issued shares of common stock which shall have been reacquired by the
Company. Such aggregate number of shares may be adjusted under
Section 8 below. If any outstanding option under the Plan expires or
is terminated for any reason, the shares allocated to the unexercised
portion of such option may again be subjected to an option or options
under the Plan.
5. TYPES OF OPTIONS. The Committee shall have full and complete
authority, subject to the limitations contained in the Plan, to grant
options on such terms and conditions as
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EXHIBIT 4.1
may be required to provide for the following types of options under
the Plan:
(a) "Incentive stock options" as defined in Section 422 of the
Internal Revenue Code (hereinafter referred to as "Statutory
Options").
(b) Options which do not qualify as Statutory Options
(hereinafter referred to as "Nonstatutory Options").
6. ALLOTMENT OF SHARES. The Committee shall determine the total number
of shares to be offered to each optionee under the Plan; provided,
however, that the aggregate fair market value (determined as of the
time the option is granted) of the shares with respect to which
Statutory Options are exercisable for the first time by an optionee
during any calendar year (under this Plan and any other plans of the
Company and its subsidiaries) shall not exceed $100,000.
7. TERMS AND CONDITIONS OF SALE. Each such option shall be evidenced by
an agreement or other written instrument, in such form as the
Committee shall from time to time determine, which shall prescribe
the following terms and conditions and such other terms and
conditions as the Committee may deem necessary or advisable:
(a) Number of Shares. The number of shares to which the option
pertains shall conform with the limitations of Section 6
above.
(b) Duration of Option. The term of each option shall be for
such period as the Committee shall determine, but not more
than ten (10) years from the date of granting thereof, nor
more than five (5) years from the date of granting thereof
in the case of a Statutory Option granted to an optionee who
owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the
Company.
(c) Option Price.
(i) Statutory Options. The option price of shares under
a Statutory Option shall be as determined by the
Committee but shall not be less than one hundred
percent (100%) of the per share fair market value of
the outstanding shares of common stock of the
Company on the date the option is granted, and, in
the case of an optionee who owns stock possessing
more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company
such option price shall not be less than one hundred
ten percent (110%) of the per share fair market
value of the outstand-
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ing common shares of the Company on the date the
option is granted.
(ii) Nonstatutory Options. The option price of shares
under a Nonstatutory Option shall be as determined
by the Committee, but shall not be less than one
hundred percent (100%) of the per share fair market
value of the outstanding shares of common stock of
the Company on the date the option is granted.
(d) Exercisability of Options. Each option granted under the
Plan shall be exercisable commencing not less than one year
after the date the option is granted at such time or times
and at such rate as the Committee shall determine. During
the lifetime of an optionee, the option may be exercised
only by him and, except to the extent otherwise provided in
subsections (f) and (g) below, only during the continuance
of the optionee's employment with the Company or one of its
subsidiaries.
(e) Nontransferability of Options. No option shall be
transferable by the optionee other than by will or the laws
of descent and distribution.
(f) Termination of Employment. If an optionee's full time
employment by the Company or any of its subsidiaries shall
terminate for any reason other than death or disability
(within the meaning of Section 422(c)(6) of the Internal
Revenue Code), his options shall terminate immediately upon
the cessation of his employment, if not sooner terminated
pursuant to their terms, except that within the period of
three months following such cessation of employment, but not
later than the expiration date of such options, he may
exercise such options to the extent he was entitled to
exercise the same on the date of such cessation of
employment.
(g) Death or Disability of Employee. If the optionee shall die
or become disabled (within the meaning of Section 422A(c)(6)
of the Internal Revenue Code) while in the employ of the
Company or any of its subsidiaries, his options shall
thereupon terminate, if not sooner terminated pursuant to
their terms, except that within the twelve month period next
succeeding such death or disability, but not later than the
expiration date of such options, the options granted to the
optionee hereunder may be exercised to the extent such
options were exercisable on the date of such death or
disability.
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(h) Method of Exercise and Payment. An option may be exercised
by delivering to the Company at the office of its Treasurer
a written notice, signed by the person entitled to exercise
the option, of the election thereby made to exercise the
option and stating the number of shares in respect of which
it is then being exercised. Such notice shall, and as an
essential part thereof, be accompanied by payment in full of
the option price of such shares by cash, money order,
cashier's check or certified check. The date of exercise
shall be the date such notice and payment are received by
the Treasurer. Upon the due exercise of the option, the
Company shall issue in the name of the person exercising the
option, and deliver to him, a certificate or certificates
for the shares in respect of which the option shall have
been so exercised. Until the certificate or certificates
for such shares shall have been delivered to him, an
optionee shall have none of the rights of a stockholder.
8. CHANGES IN STOCK. In the event of a stock dividend, split-up or
combination of shares, recapitalization, reclassification or merger
in which the Company is the surviving corporation, or other similar
capital or corporate structure change, the number and kind of shares
of stock or securities of the Company at the time of such change
remaining subject to the Plan and to any option granted or to be
granted pursuant to the Plan, the option price and any other relevant
provisions shall be appropriately adjusted by the Board of Directors
of the Company, whose determination shall be binding on all persons.
In the event of a consolidation, merger or other corporate
reorganization in which the Company is not the surviving corporation,
each option outstanding hereunder shall thereupon terminate, provided
that at least twenty (20) days prior to the effective date of any
such consolidation, merger or other corporate reorganization, the
Board of Directors of the Company shall do one of the following: (i)
make such options immediately exercisable, (ii) arrange to have the
surviving or consolidated corporation grant replacement options to
the optionees involved, or (iii) pay in cash the difference between
the exercise price of the option and the consideration receivable in
the transaction by a holder of the number of shares of common stock
equal to the number subject to the options. No adjustment provided
for in this Section 8 shall require the Company to issue or sell a
fractional share under any option hereunder and any fractional share
resulting from any such adjustment shall be deleted from the option
involved.
9. AMENDMENT OR DISCONTINUANCE OF THE PLAN. The Board of Directors of
the Company may, insofar as permitted by law,
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at any time or from time to time, suspend or terminate the Plan or
revise or amend it in any respect whatsoever except that, without
appropriate approval of the holders of the common stock, no such
revision or amendment shall increase the maximum number of shares
subject to the Plan, change the designation of the class of employees
eligible to receive options, or decrease the price at which options
may be granted, or materially increase the benefits to participants
accruing under the Plan.
10. APPLICABLE LAWS OR REGULATIONS. The Company's obligations to sell
and deliver shares upon an option is subject to, and conditional
upon, such compliance as the Company deems necessary or advisable
with federal and state laws, rules and regulations applying to the
authorization, issuance, listing or sale of securities. The Company
may also require in connection with any exercise of an option that
the optionee give written assurances satisfactory to the Company to
the effect that such person is acquiring the stock subject to the
option for such person's own account and not with a view to the sale
or distribution thereof, unless (a) the shares have been registered
under a then currently effective registration statement under the
Securities Act of 1933, as amended, or (b) a determination is made by
counsel to the Company that such written assurances are not required
under applicable securities laws.
11. NO EMPLOYMENT RIGHT; NO OBLIGATION TO EXERCISE OPTION. Nothing
contained in the Plan, or in any option granted under it, shall
confer upon any optionee any right to continued employment by the
Company or any of its subsidiaries or limit in any way the right of
the Company or any subsidiary to terminate his employment at any
time. The granting of any option hereunder shall impose no
obligation upon the optionee to exercise such option.
12. EXPIRATION OF PLAN. This Plan shall expire with respect to the
granting of further options on September 30, 2001. The expiration of
the Plan as aforesaid shall not affect the validity of any options
theretofore granted hereunder which have not expired by their terms.
13. EFFECTIVE DATE OF PLAN. This Plan shall be submitted to shareholders
for approval. If approved by shareholders, this Plan shall be
effective as of October 1, 1991. If not so approved by shareholders,
this Plan shall be void and of no effect.
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