ANTENNAS AMERICA, INC.
1997 STOCK OPTION AND COMPENSATION PLAN
As Adopted As Of November 19, 1997
This 1997 Stock Option And Compensation Plan (the "Plan") is adopted by
Antennas America, Inc. (the "Company") effective as of November 19, 1997.
1. Definitions.
Unless otherwise indicated or required by the particular context, the terms
used in this Plan shall have the following meanings:
Board: The Board Of Directors of the Company.
Code: The Internal Revenue Code of 1986, as amended.
Common Stock: The $.0005 par value common stock of the Company.
Company: Antennas America, Inc., a corporation incorporated under the laws
of Utah, any current or future wholly owned subsidiaries of the Company, and any
successors in interest by merger, operation of law, assignment or purchase of
all or substantially all of the property, assets or business of the Company.
Date Of Grant: The date on which an Option, as defined below, is granted
under the Plan.
Fair Market Value: The Fair Market Value of the Option Shares (defined
below). The Fair Market Value as of any date shall be as reasonably determined
by the Option Committee (defined below); provided, however, that if there is a
public market for the Common Stock, the Fair Market Value of the Option Shares
as of any date shall not be less than the last reported sale price for the
Common Stock on that date (or on the preceding stock market business day if such
date is a Saturday, Sunday, or a holiday), on the New York Stock Exchange
("NYSE"), as reported in The Wall Street Journal, or if not reported in The Wall
Street Journal, as reported in The Denver Post, Denver, Colorado or, if no last
sale price for the NYSE is available, then the last reported sale price on
either another stock exchange or on a national or local over-the-counter market,
as reported by The Wall Street Journal, or if not available there, in The Denver
Post; provided further, that if no such published last sale price is available
and a published bid price is available from one of those sources, then the Fair
Market Value of the shares shall not be less than such last reported bid price
for the Common Stock by the National Quotation Bureau, and if no such published
bid price is available, the Fair Market Value of such shares shall not be less
than the average of the bid prices quoted as of the close of business on that
date by any two independent persons or entities making a market for the Common
Stock, such persons or entities to be selected by the Option Committee.
Grant Shares: Shares of Common Stock issuable to Non-Employee Directors
according to Section 10 of this Plan.
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Key Employee: A person designated by the Option Committee who is employed
by the Company and whose continued employment is considered to be in the best
interests of the Company; provided, however, that Key Employees shall not
include those members of the Board who are not employees of the Company.
Incentive Options: "Incentive stock options" as that term is defined in
Code Section 422 or the successor to that Section.
Key Individual: A person, other than an employee of the Company, who is
committed to the interests of the Company; provided, however, that Key
Individuals shall not include those members of the Board who are not employees
of the Company.
Non-Discretionary Options: Options granted to Non-Employee Directors
according to the formula set forth in Section 8 of this Plan.
Non-Employee Director: A director of the Company who (a) is not currently
an officer of the Company or a parent or subsidiary of the Company, or otherwise
currently employed by the Company or a parent or subsidiary of the Company, (b)
does not receive compensation, either directly or indirectly, from the Company
or a parent or subsidiary of the Company, for services rendered as a consultant
or in any capacity other than as a director, except for an amount that does not
exceed the dollar amount for which disclosure would be required pursuant to
Regulation S-K, Item 404(a), under the Securities Act of 1933, as amended, (c)
does not possess an interest in any other transaction for which disclosure by
the Company would be required pursuant to Regulation S-K, Item 404(a), and (d)
is not engaged in a business relationship for which disclosure by the Company
would be required pursuant to Regulation S-K, Item 404(a).
Non-Qualified Options: Options that are not intended to qualify, or
otherwise do not qualify, as "incentive stock options" under Code Section 422 or
the successor to that Section. To the extent that Options that are designated by
the Option Committee as Incentive Options do not qualify as "incentive stock
options" under Code Section 422 or the successor to that Section, those Options
shall be treated as Non-Qualified Options.
Option: The rights to purchase Common Stock granted pursuant to the terms
and conditions of an Option Agreement (defined below).
Option Agreement: The written agreement (including any amendments or
supplements thereto) between the Company and either a Key Employee or a Key
Individual or a Non-Employee Director designating the terms and conditions of an
Option.
Option Committee: The Plan shall be administered by an Option Committee
("Option Committee") composed of the Board or by a committee, selected by the
Board, consisting of two or more Directors, each of whom is a Non-Employee
Director.
Option Shares: The shares of Common Stock underlying an Option granted
pursuant to this Plan.
Optionee: A Key Employee, Key Individual or Non-Employee Director who has
been granted an Option.
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2. Purpose And Scope.
(a) The purpose of the Plan is to advance the interests of the Company and
its stockholders by affording Key Employees, Key Individuals, and Non-Employee
Directors upon whose initiative and efforts, in the aggregate, the Company is
largely dependent for the successful conduct of its business, an opportunity for
investment in the Company and the incentive advantages inherent in stock
ownership in the Company.
(b) This Plan authorizes the Option Committee to grant Incentive Options to
Key Employees and to grant Non-Qualified Options to Key Employees and Key
Individuals, selected by the Option Committee while considering criteria such as
employment position or other relationship with the Company, duties and
responsibilities, ability, productivity, length of service or association,
morale, interest in the Company, recommendations by supervisors, the interests
of the Company, and other matters. This Plan also provides that
Non-Discretionary Options shall be granted to Non-Employee Directors pursuant to
the formula set forth in Section 8 of this Plan.
3. Administration Of The Plan.
(a) Except with respect to the grant of Non-Discretionary Options, which
shall be granted in the manner set forth in Section 8 of this Plan, the Plan
shall be administered by the Option Committee. The Option Committee shall have
the authority granted to it under this Section and under each other section of
the Plan.
(b) In accordance with and subject to the provisions of the Plan, the
Option Committee shall select the Optionees and shall determine (i) the number
of shares of Common Stock to be subject to each Incentive Option and
Non-Qualified Option, (ii) the time at which each Incentive Option and
Non-Qualified Option is to be granted, (iii) whether an Incentive Option and
Non-Qualified Option shall be granted in exchange for the cancellation and
termination of a previously granted option or options under the Plan or
otherwise, (iv) the purchase price for the Incentive Option and Non-Qualified
Option Shares, provided that the purchase price shall be a fixed, and cannot be
a fluctuating, price, (v) the option period, including provisions for the
termination of the Option prior to the expiration of the exercise period upon
the occurrence of certain events, (vi) the manner in which an Incentive Option
and Non-Qualified Option becomes exercisable, including whether portions of the
Incentive Option and Non-Qualified Option become exercisable at different times,
and (vii) such other terms and conditions as the Option Committee may deem
necessary or desirable. The Option Committee shall determine the form of Option
Agreement to evidence each Option.
(c) The Option Committee from time to time may adopt such rules and
regulations for carrying out the purposes of the Plan as it may deem proper and
in the best interests of the Company. The Option Committee shall keep minutes of
its meetings and those minutes shall be distributed to every member of the
Board.
(d) The Board from time to time may make such changes in and additions to
the Plan as it may deem proper and in the best interests of the Company
provided, however, that no such change or addition shall impair any Option
previously granted under the Plan, and that the approval by written consent of a
majority of the holders of the Company's securities entitled to vote, or by the
affirmative votes of the holders of a majority of the Company's securities
entitled to vote at a meeting duly held in accordance with the applicable laws
of the State of Utah, shall be required for any amendment which would do any of
the following:
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(i) materially modify the eligibility requirements for receiving Options
or Grant Shares under the Plan;
(ii) materially increase the benefits accruing to Key Employees, Key
Individuals, or Non-Employee Directors under the Plan; or
(iii) materially increase the number of shares of Common Stock that may be
issued under the Plan.
(e) Each determination, interpretation or other action made or taken by the
Option Committee, unless otherwise determined by the Board, shall be final,
conclusive and binding on all persons, including without limitation, the
Company, the stockholders, directors, officers and employees of the Company, and
the Optionees and their respective successors in interest. No member of the
Option Committee shall be personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan, and all members of
the Option Committee shall be, in addition to rights they may have as directors
of the Company, fully protected by the Company with respect to any such action,
determination or interpretation. If the Board makes a determination contrary to
the Option Committee's determination, interpretation or other action, then the
Board's determination shall be final and conclusive in the same manner.
4. The Common Stock.
The Board is authorized to appropriate, issue and sell for the purposes of
the Plan, and the Option Committee is authorized to grant Options and Grant
Shares with respect to, a total number not in excess of 5,000,000 shares of
Common Stock, either treasury or authorized and unissued, or the number and kind
of shares of stock or other securities which in accordance with Section 11 shall
be substituted for the 5,000,000 shares or into which such 5,000,000 shares
shall be adjusted. All or any unsold shares subject to an Option that for any
reason expires or otherwise terminates before it has been exercised, again may
be made subject to Options under the Plan.
5. Eligibility.
Incentive Options may be granted only to Key Employees. Non-Qualified
Options may be granted both to Key Employees and to Key Individuals. Key
Employees and Key Individuals may hold more than one Option under the Plan and
may hold Options under the Plan as well as options granted pursuant to other
plans or otherwise. Non-Discretionary Options and Grant Shares may be granted
only to Non-Employee Directors.
6. Option Price.
The Option Committee shall determine the purchase price for the Option
Shares; provided, however, that with respect to Option Shares underlying
Incentive Options (a) the purchase price shall not be less than 100 percent of
the Fair Market Value of the Option Shares on the Date Of Grant and (b) the
purchase price shall be a fixed, and cannot be a fluctuating, price. The Option
Price for Option Shares underlying Non-Discretionary Options shall be the Fair
Market Value of the Common Stock on the Date Of Grant.
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7. Duration And Exercise Of Options.
(a) Except as provided in Section 8 with respect to Non-Discretionary
Options and except as provided in Section 19, the option period shall commence
on the Date Of Grant and shall continue for the period designated by the Option
Committee up to a maximum of ten years from the Date Of Grant.
(b) During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee; provided that, subject to the following sentence and
paragraph (d) of this Section 7, in the event of the legal disability of an
Optionee, the guardian or personal representative of the Optionee may exercise
the Option. If the Option is an Incentive Option it may be exercised by the
guardian or personal representative of the Optionee only if the guardian or
personal representative obtains a ruling from the Internal Revenue Service or an
opinion of counsel to the effect that neither the grant nor the exercise of such
power is violative of Code Section 422(b)(5) or the successor to that provision.
Any opinion of counsel must be both from counsel acceptable to the Option
Committee and in a form acceptable to the Option Committee.
(c) If the Optionee's employment or affiliation with the Company is
terminated for any reason including the Optionee's death, any Option then held,
to the extent that the Option was exercisable according to its terms on the date
of termination, may be exercised only to the extent determined by the Option
Committee at the time of grant of the Option, but in no case more than three
months after termination. Any options remaining unexercised shall expire at the
later of termination or the end of the extended exercise period, if any.
(d) Each Option shall be exercised in whole or in part by delivering to the
office of the Treasurer of the Company written notice of the number of shares
with respect to which the Option is to be exercised and by paying in full the
purchase price for the Option Shares purchased as set forth in Section 9 herein;
provided, that an Option may not be exercised in part unless the purchase price
for the Option Shares purchased is at least $1,000.
(e) No Option Shares may be sold, transferred or otherwise disposed of
within six months of the Date Of Grant by any person who is subject to the
reporting requirements of Section 16(a) of the Exchange Act on the Date Of
Grant.
8. Non-Discretionary Options.
(a) Grant Of Non-Discretionary Options: Amount And Timing. Options to
purchase 250,000 shares of Common Stock shall be granted under the Plan to each
Non-Employee Director at the later to occur of (i) November 19, 1997 and (ii)
the date he or she becomes a Non-Employee Director of the Company. In addition,
on the date that all of an Optionee's Options to purchase 250,000 shares either
have become exercisable, as provided in Section 8(c), or have expired, as
provided in Section 8(d), Options to purchase an additional 250,000 shares shall
be granted to the Optionee provided that, at that time, he or she is a
Non-Employee Director. All Options shall be exercisable only as set forth in
Section 8(c) below and shall be subject to the other terms and conditions set
forth in this Plan or otherwise established by the Company.
(b) Option Exercise Price. The exercise price for the Options shall be the
Fair Market Value of the Common Stock on the Date Of Grant.
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(c) Exercise. For each Board Of Directors meeting attended by an Optionee
on or after the Date Of Grant with respect to particular Options, Options to
purchase 50,000 shares of Common Stock shall become exercisable.
(d) Term. The Options shall expire five years from the Date Of Grant.
Notwithstanding the foregoing, Options shall expire, if not exercised, 90 days
after the Optionee ceases to be a director of the Company.
9. Payment For Option Shares.
(a) If the purchase price of the Option Shares purchased by any Optionee at
one time is at least $1,000, the Option Committee, in its sole discretion, upon
request by the Optionee, may permit all or part of the purchase price for the
Option Shares to be paid by delivery to the Company for cancellation shares of
the Common Stock previously owned by the Optionee ("Previously Owned Shares")
with a Fair Market Value as of the date of the payment equal to the portion of
the purchase price for the Option Shares that the Optionee does not pay in cash.
Notwithstanding the above, an Optionee shall be permitted to exercise his Option
by delivering Previously Owned Shares only if he has held, and provides
appropriate evidence of such, the Previously Owned Shares for more than six
months prior to the date of exercise. This period (the "Holding Period") may be
extended by the Option Committee acting in its sole discretion as is necessary,
in the opinion of the Option Committee, so that, under generally accepted
accounting principles, no compensation shall be considered to have been or to be
paid to the Optionee as a result of the exercise of the Option in this manner.
At the time the Option is exercised, the Optionee shall provide an affidavit,
and such other evidence and documents as the Option Committee shall request, to
establish the Optionee's Holding Period. As indicated above, an Optionee may
deliver shares of Common Stock as part of the purchase price only if the Option
Committee, in its sole discretion agrees, on a case by case basis, to permit
this form of payment.
(b) If payment for the exercise of an Option is made other than by the
delivery to the Company for cancellation of shares of the Common Stock, the
purchase price shall be paid in cash, certified funds, or Optionee's check.
Payment shall be considered made when the Treasurer of the Company receives
delivery of the payment at the Company's address, provided that a payment made
by check is honored when first presented to the Optionee's bank.
10. Grant Shares.
Grant Shares may be issued only to Non-Employee Directors. Non-Employee
Directors may elect to receive in lieu of the cash meeting attendance fee for a
Board of Directors meeting to which they otherwise are entitled a number of
Grant Shares having a Fair Market Value equal to the meeting attendance fee for
a particular meeting of the Board Of Directors. The Non-Employee Directors may
exercise their right to receive Grant Shares pursuant to this Section 10 by
delivering written notice of that election to the Corporation's Secretary, Chief
Executive Officer or President on or before the date of the meeting of the Board
Of Directors for which that election is made.
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11. Change In Stock, Adjustments, Etc.
In the event that each of the outstanding shares of Common Stock (other
than shares held by dissenting stockholders which are not changed or exchanged)
should be changed into, or exchanged for, a different number or kind of shares
of stock or other securities of the Company, or if further changes or exchanges
of any stock or other securities into which the Common Stock shall have been
changed, or for which it shall have been exchanged, shall be made (whether by
reason of merger, consolidation, reorganization, recapitalization, stock
dividends, reclassification, split-up, combination of shares or otherwise), then
there shall be substituted for each share of Common Stock that is subject to the
Plan but not subject to an outstanding Option hereunder, the number and kind of
shares of stock or other securities into which each outstanding share of Common
Stock (other than shares held by dissenting stockholders which are not changed
or exchanged) shall be so changed or for which each outstanding share of Common
Stock (other than shares held by dissenting stockholders) shall be so changed or
for which each such share shall be exchanged. Any securities so substituted
shall be subject to similar successive adjustments.
In the event of any such changes or exchanges, (i) the Option Committee
shall determine whether, in order to prevent dilution or enlargement of rights,
an adjustment should be made in the number, or kind, or option price of the
shares or other securities that are then subject to an Option or Options granted
pursuant to the Plan, (ii) the Option Committee shall make any such adjustment,
and (iii) such adjustments shall be made and shall be effective and binding for
all purposes of the Plan.
12. Relationship To Employment Or Position.
Nothing contained in the Plan, or in any Option or Option Share granted
pursuant to the Plan, (i) shall confer upon any Optionee any right with respect
to continuance of his employment by, or position or affiliation with, or
relationship to, the Company, or (ii) shall interfere in any way with the right
of the Company at any time to terminate the Optionee's employment by, position
or affiliation with, or relationship to, the Company.
13. Non-transferability Of Option.
No Option granted under the Plan shall be transferable by the Optionee,
either voluntarily or involuntarily, except (i) with respect to all Options, by
will or the laws of descent and distribution, or (ii) with respect to
Non-Qualified Options, pursuant to a qualified domestic relations order as
defined in the Code, the Employee Retirement Income Security Act, or rules
promulgated thereunder. Except as provided in the preceding sentence, any
attempt to transfer the Option shall void the Option.
14. Rights As A Stockholder.
No person shall have any rights as a stockholder with respect to any share
covered by an Option until that person shall become the holder of record of such
share and, except as provided in Section 11, no adjustments shall be made for
dividends or other distributions or other rights as to which there is an earlier
record date.
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15. Securities Laws Requirements.
No Option Shares or Grant Shares shall be issued unless and until, in the
opinion of the Company, any applicable registration requirements of the
Securities Act of 1933, as amended, any applicable listing requirements of any
securities exchange on which stock of the same class is then listed, and any
other requirement of law or of any regulatory bodies having jurisdiction over
such issuance and delivery, have been fully complied with. Each Option Agreement
and each Option Share certificate and each Grant Share certificate may be
imprinted with legends reflecting federal and state securities laws restrictions
and conditions, and the Company may comply therewith and issue "stop transfer"
instructions to its transfer agent and registrar in good faith without
liability.
16. Disposition Of Shares.
To the extent reasonably requested by the Company, each Optionee and
Non-Employee Director receiving Grant Shares, as a condition of exercise, shall
represent, warrant and agree, in a form of written certificate approved by the
Company, as follows: (a) that all Option Shares or Grant Shares are being
acquired solely for his own account and not on behalf of any other person or
entity; (b) that no Option Shares or Grant Shares will be sold or otherwise
distributed in violation of the Securities Act of 1933, as amended, or any other
applicable federal or state securities laws; (c) that he or she will report all
sales of Option Shares or Grant Shares to the Company in writing on a form
prescribed by the Company; and (d) that if he or she is subject to reporting
requirements under Section 16(a) of the Exchange Act, (i) he or she will not
violate Section 16(b) of the Exchange Act, (ii) he or she will furnish the
Company with a copy of each Form 4 and Form 5 filed by him or her, and (iii) he
or she will timely file all reports required under the federal securities laws.
17. Effective Date Of Plan; Termination Date Of Plan.
Subject to the approval of the Plan on or before November 18, 1998 by the
affirmative vote of the holders of a majority of the shares of Common Stock
entitled to vote and represented at a meeting duly held in accordance with the
applicable laws of the State of Utah, the Plan shall be deemed effective as of
November 19, 1997. The Plan shall terminate at midnight on the date that is ten
years from that date, except as to Options previously granted and outstanding
under the Plan at that time. No Options or Grant Shares shall be granted after
the date on which the Plan terminates. The Plan may be abandoned or terminated
at any earlier time by the Board, except with respect to any Options and Grant
Shares then outstanding under the Plan.
18. Limitation On Amount Of Option.
The aggregate Fair Market Value of the Option Shares underlying all
Incentive Options that have been granted to a particular Optionee and that
become exercisable for the first time during the same calendar year shall not
exceed $100,000, provided that this amount shall be increased or decreased, from
time to time, as Code Section 422 or the successor to that Section, is amended
so that this amount at all times shall equal the amount of the limitation set
forth in the Code. For purposes of the preceding sentence, Fair Market Value of
the Shares underlying any particular Option shall be determined as of the date
that Option is granted.
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19. Ten Percent Stockholder Rule.
No Incentive Option may be granted to a Key Employee who, at the time the
Incentive Option is granted, owns stock possessing more than 10 percent of the
total combined voting power of all classes of stock of the Company or of any
"parent corporation" or "subsidiary corporation", as those terms are defined in
Section 424, or its successor provision, of the Code, unless at the time the
Incentive Option is granted the purchase price for the Option Shares is at least
110 percent of the Fair Market Value of the Option Shares on the Date Of Grant
and the Incentive Option by its terms is not exercisable after the expiration of
five years from the Date Of Grant. For purposes of the preceding sentence, stock
ownership shall be determined as provided in Section 424, or its successor
provision, of the Code.
20. Withholding Taxes.
The Option Agreement shall provide that the Company may take such steps as
it may deem necessary or appropriate for the withholding of any taxes which the
Company is required by any law or regulation or any governmental authority,
whether federal, state or local, domestic or foreign, to withhold in connection
with any Option including, but not limited to, the withholding of all or any
portion of any payment or the withholding of issuance of Option Shares to be
issued upon the exercise of any Option. In addition, the Company may take such
steps as it may deem necessary or appropriate for the withholding of any taxes
which the Company is required by any law or regulation or any governmental
authority, whether federal, state or local, domestic or foreign, to withhold in
connection with the issuance of any Grant Shares including, but not limited to,
the withholding of all or any portion of any payment or the withholding of
issuance of Grant Shares to be issued pursuant to Section 10 of this Plan.
21. Effect Of Changes In Control And Certain Reorganizations.
(a) In event of a Change In Control of the Company (as defined below), then
all Options granted pursuant to the Plan shall become exercisable immediately at
the time of such Change In Control, except that this acceleration would not
occur with respect to any Incentive Options for which the acceleration would
result in a violation of Section 18 of this Plan, and, in addition, the Option
Committee, in its sole discretion, shall have the right, but not the obligation,
to do any or all of the following:
(i) provide for an Optionee to surrender an Option (or portion
thereof) and to receive in exchange a cash payment, for each
Option share underlying the surrendered Option, equal to the
excess of the aggregate Fair Market Value of the Option
Share on the date of surrender over the exercise price for
the Option Share. To the extent any Option is surrendered
pursuant to this Subparagraph 21(a) (ii), it shall be deemed
to have been exercised for purposes of Section 4 hereof; and
(ii) make any other adjustments, or take any other action, as the
Option Committee, in its discretion, shall deem appropriate
provided that any such adjustments or actions would not
result in an Optionee receiving less value than pursuant to
any or all of Subparagraphs 21(a)(i) or 21(a) (ii) above.
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For purposes of this Section 21, a "Change In Control" of the Company shall
mean a change in control of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Exchange Act regardless of whether the Company is then subject to such reporting
requirement.
(b) In the event that the Company enters into, or the Board shall propose
that the Company enter into, a Reorganization Event (as defined below), then all
Options granted pursuant to the Plan shall become exercisable immediately at the
time of such Reorganization Event, except that this acceleration would not occur
with respect to any Incentive Options for which the advance would result in a
violation of Section 18 of this Plan, and, in addition, the Option Committee, in
its sole discretion, may make any or all of the following adjustments:
(i) by written notice to each Optionee provide that such
Optionee's Options shall be terminated or cancelled, unless
exercised within 30 days (or such longer period as the
Option Committee shall determine) after the date of such
notice;
(ii) provide for termination or cancellation of an Option in
exchange for payment to the Optionee of an amount in cash or
securities equal to the excess, if any, over the exercise
price of that Option of the Fair Market Value of the Option
Shares subject to the Option at the time of such termination
or cancellation; and
(iii)make any other adjustments, or take any other action, as
the Option Committee, in its discretion, shall deem
appropriate, provided that any such adjustments or actions
shall not result in the Optionee receiving less value than
is possible pursuant to any or all of Subparagraphs 21(b)(i)
and 21(b)(ii) above. Any action taken by the Option
Committee may be made conditional upon the consummation of
the applicable Reorganization Event.
For purposes of this Section 21, a "Reorganization Event" shall be deemed
to occur if (A) the Company is merged or consolidated with another corporation,
(B) one person becomes the beneficial owner of all of the issued and outstanding
equity securities of the Company (for purposes of this Section 21(b), the terms
"person" and "beneficial owner" shall have the meanings assigned to them in
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder), (C) a division or subsidiary of the Company is acquired by another
corporation, person or entity, (D) all or substantially all the assets of the
Company are acquired by another corporation, or (E) the Company is reorganized,
dissolved or liquidated.
22. Other Provisions.
The following provisions are also in effect under the Plan:
(a) The use of a masculine gender in the Plan shall also include within its
meaning the feminine, and the singular may include the plural, and the plural
may include the singular, unless the context clearly indicates to the contrary.
(b) Any expenses of administering the Plan shall be borne by the Company.
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(c) This Plan shall be construed to be in addition to any and all other
compensation plans or programs. Neither the adoption of the Plan by the Board
nor the submission of the Plan to the stockholders of the Company for approval
shall be construed as creating any limitations on the power or authority of the
Board to adopt such other additional incentive or other compensation
arrangements as the Board may deem necessary or desirable.
(d) The validity, construction, interpretation, administration and effect
of the Plan and of its rules and regulations, and the rights of any and all
persons having or claiming to have an interest therein or thereunder shall be
governed by and determined exclusively and solely in accordance with the laws of
the State of Colorado, except in those instances where the rules of conflicts of
laws would require application of the laws of the State of Utah.
* * * * *