EXHIBIT NO. 4.1
Triosearch, Inc. Long Term Incentive Plan
TRIOSEARCH, INC.
LONG TERM INCENTIVE PLAN
ARTICLE I
Definitions
1.01 "Agreement" means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the terms
and conditions of an Option or Restricted Stock award granted to such
Participant.
1.02 "Board" means the Board of Directors of this Company.
1.03 "Code" means the Internal Revenue Service Code of 1986 and any amendments
thereto.
1.04 "Common Shares" means the Common Shares of the Company.
1.05 "Company" means Trioseach, Inc.
1.07 "Fair Market Value" means, on any given date, the closing bid price of the
Company's Common Shares as reported by the National Quotation Bureau.
1.08 "Option" means a stock option that entitles the holder to purchase from the
Company a stated number of Common Shares at the price set forth in an Agreement.
1.09 "Participant" means an employee of the Company, including an employee who
is a member of the Board, who satisfies the requirements of Article IV and is
selected by the Board to receive an Option, a Restricted Stock award, or both.
1.10 "Plan" means the Triosearch, Inc. Long Term Incentive Plan.
1.11 "Restricted Stock" means Common Shares awarded to a Participant under
Article IX. Common Shares shall cease to be Restricted Stock when, in accordance
with the terms of the applicable agreement, they become transferrable and free
of substantial risks of forfeiture.
ARTICLE II
Purposes
The Plan is intended to foster and promote the long-term growth and
financial success of the Company by assisting the Company in recruiting and
retaining key employees with ability and initiative and by enabling employees
who contribute significantly to the Company to participate in its future
success. The proceeds received by the Company from the
sale of Common Shares pursuant to this Plan shall be used for general corporate
purposes.
ARTICLE III
Administration
The Plan shall be administered by the Board. The Board shall have
authority to grant Options and award Restricted Stock upon such terms (not
inconsistent with the provisions of this Plan) as the Board my consider
appropriate provided, however, that no Options shall be granted and no
Restricted Stock shall be awarded to any director who is also an officer and
employee of the Company without the approval of a majority of those directors
who are not officers and employees of the Company. Such terms may include
conditions (in addition to those contained in this Plan) on the exercisability
of all or any part of an Option or on the transferability or forfeitability of
Restricted Stock. In addition, the Board shall have complete authority to
interpret all provisions of this Plan; to prescribe the form of Agreements, to
adopt, amend, and recind rules and regulations pertaining to the administration
of the Plan; and to make all other determinations necessary or advisable for the
administration of the Plan. The express grant in the Plan of any specific power
to the Board shall not be construed as limiting any power or authority of the
Board. Any decision made, or action taken, by the Board or in connection with
the administration of the Plan shall be final and conclusive. No member of the
Board shall be liable for any act done in good faith with respect to the Plan or
any Agreement, Option, or Restricted Stock award. All expenses of administering
the Plan shall be borne by the Company.
ARTICLE IV
Eligibility
4.01 General. Any employee of the Company who, in the sole judgment of the
Board, has contributed significantly or can be expected to contribute
significantly to the profits or growth of the Company may receive one or more
Options, Restricted Stock awards, or both. Directors of the Company who are
employees are eligible to participate in the Plan.
4.02 Grants. The Board will designate individuals to whom Options and Restricted
Stock awards are to be granted and will specify the number of Common Shares
subject to each grant. All Options and Restricted Stock awards granted under the
Plan shall be evidenced by Agreements which shall be subject to applicable
provisions of the Plan and to such other provisions as the Board may adopt.
ARTICLE V
Shares Subject to Plan
Upon the exercise of any Option or the award of Restricted Stock,
the Company may deliver to the Participant
authorized but unissued Common Shares. The maximum aggregate number of shares of
Common Shares that may be issued pursuant to the exercise of Options and the
award of Restricted Stock under the Plan is 2,500,000, subject to adjustment as
provided in Article XI. If an Option is terminated, in whole or in part, for any
reason other than its exercise, the number of Common Shares allocated to the
Option or portion thereof may be reallocated to other Options and Restricted
Stock awards to be granted under this Plan. Any shares of Restricted Stock that
are forfeited may be reallocated to other Options or Restricted Stock awards to
be granted under the Plan.
ARTICLE VI
Option Price
The price per share for Common Shares purchased on an exercise of an
Option shall be determined by the Board on the date of grant.
ARTICLE VII
Exercise of Options
7.01 Maximum Open Period. No Option shall be exercisable after the expiration of
ten years from the date the Option was granted. The Board, at the time of grant,
may direct that an Option be exercisable for a period less than such maximum
period.
7.02 Nontransferability. Any Option granted under the Plan shall not be
transferable except by will or by the laws of descent and distribution. During
the lifetime of the Participant to whom the Option is granted, the Option may be
exercised only by the Participant. No right or interest of a Participant in any
Option shall be liable for, or subject to, any lien, obligation, or liability of
such Participant.
7.03 Employee Status. In the event that the terms of any Option provide that it
may be exercised only during employment or within a specified period of time
after termination of employment, the Board may decide in each case to what
extent loaves of absence for governmental or military service, illness,
temporary disability, or other reason shall not be deemed interruptions of
continuous employment.
ARTICLE VIII
Exercise of Options
8.01 Exercise. Subject to the provisions of Articles VII and XI, an Option may
be exercised in whole at any time or in part from time to time at such times and
in compliance with such requirements as the Board shall determine. An Option
granted under the Plan may be exercised with respect to any number of
whole shares less than the full number for which the Option could be exercised.
Such partial exercise of an Option shall not affect the right to exercise the
Option from time to time in accordance with the Plan with respect to the
remaining shares subject to the Option.
8.02 Payment. Unless otherwise provided by the Agreement, payment of the Option
price shall be made In cash or a cash equivalent acceptable to the Board. If the
Agreement provides, payment of all or part of the Option price may be made by
surrendering Common Shares to the Company. If Common Shares are used to pay all
or part of the Option price, the shares surrendered must have a Fair Market
Value (determined as of the date of exercise) that is not less than such price
or part thereof.
8.03 Shareholder Rights. No Participant shall, as a result of receiving any
Option, have any right as a shareholder until the date he exercises such Option.
ARTICLE IX
Restricted Stock
9.01 Award. In accordance with the provisions of Article IV, the Board will
designate individuals to whom an award of Restricted Stock is to be made and
will specify the number of Common Shares covered by the award.
9.02 Vesting. The Board, on the date of the award, may prescribe that the
Participant's rights in the Restricted Stock shall be forfeitable or otherwise
restricted for a period of time set forth in the Agreement. By way of example
and not limitation, the restrictions may postpone transferability of the shares
or may provide that the shares will be forfeited if the Participant separates
from the service of the Company before the expiration of a stated term.
9.03 Shareholder Rights. Prior to their forfeiture in accordance with the terms
of the Agreement and while the shares are Restricted Stock, a Participant will
have all rights of a shareholder with respect to Restricted Stock, including the
right to receive dividends and vote the shares; provided, however, that (i) a
Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise
dispose of Restricted Stock, (ii) the Company shall retain custody of the
certificates evidencing shares of Restricted Stock, and (iii) the Participant
will deliver to the Company a stock power, endorsed in blank, with respect to
each award of Restricted Stock. The limitations set forth in the preceding
sentence shall not apply after the shares cease to be Restricted Stock.
ARTICLE X
Adjustment Upon Change in Common Shares
10.01 Should the Company effect one or more stock dividends, stock splits,
subdivisions or consolidations of shares or other similar changes in
capitalization, then the maximum number of shares as to which Options and
Restricted Stock awards may be granted under the Plan shall be proportionately
adjusted and the terms of Options and Restricted Stock awards shall be adjusted
as the Board shall determine to be equitably required. Any determination made
under this Article X by the Board shall be final and conclusive.
10.02 The issuance by the Company of shares of any class, or securities
convertible into shares of any class, for cash or property or for labor or
services, either upon direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, Options or
Restricted Stock awards.
ARTICLE XI
Compliance with Law and Approval of Regulatory Bodies
No Option shall be exercisable, no Common Shares shall be issued, no
certificates for Common Shares shall be delivered, and no payment shall be made
under this Plan except in compliance with all applicable federal and state laws
and regulations (including, without limitation, withholding tax requirements).
The Company shall have the right to rely on an opinion of its counsel as to such
compliance. Any certificate issued to evidence Common Shares for which an Option
is exercised or Restricted Stock awarded may bear such legends and statements as
the Board may deem advisable to assure compliance with federal and state laws
and regulations. No Option shall be exercisable, no Common Shares shall be
issued, no certificate for shares shall be delivered, and no payment shall be
made under the Plan until the Company has obtained such consent or approval as
the Board may deem advisable from regulatory bodies having jurisdiction over
such matters.
ARTICLE XII
General Provisions
13.01 Effect on Employment. Neither the adoption of the Plan, its operation, nor
any documents describing or referring to the Plan (or any part thereof) shall
confer upon any employee the right to continue in the employ of the Company or
in any way affect any right and power of the Company to terminate the employment
of any employee at any time with or without assigning a reason therefor.
13.02 Unfunded Plan. The Plan, insofar as it provides for grants, shall be
unfunded, and the Company shall not be required to segregate any assets that may
at any time be represented by grants under the Plan. Any liability of the
Company to any person with respect to any grant under the Plan shall be based
solely upon any contractual obligations that may be created pursuant to the
Plan. No such obligation of the Company shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.
13.03 Rules of Construction. Headings are given to the articles and sections of
the Plan solely as a convenience to facilitate reference. The reference to any
statute, regulation, or other provision of law shall be construed to refer to
any amendment to or successor of such provision of law.
ARTICLE XIII
Amendment
The Board may amend or terminate this Plan from time to time;
provided, however, that no amendment may become effective until shareholder
approval is obtained if the amendment (i) materially increases the aggregate
number of shares that may be issued pursuant to Options and Restricted Stock
awards, (ii) materially increases the benefits accruing to Participants under
the Plan, or (iii) materially changes the class of employees eligible to become
Participants. No amendment shall, without a Participant's consent, adversely
affect any rights of such Participant under any Option or Restricted Stock award
outstanding at the time such amendment Is made.
ARTICLE XIV
Duration of Plan
No Option or Restricted Stock award may be granted under the Plan
after August 31, 1998. Options and Restricted Stock awards granted before that
date shall remain valid in accordance with their terms.
However, if any other matters come before the meeting, it is the intention of
the persons named in the enclosed proxy to vote such proxy in accordance with
their judgment on such matters.
May 20, 1988 By Order of the
Board of Directors
William Gilsig
Secretary