COST-U-LESS, INC.
AMENDED AND RESTATED
1989 STOCK OPTION PLAN
SECTION 1. PURPOSE
The purpose of the Cost-U-Less, Inc. 1989 Stock Option Plan (this "Plan")
is to provide a means whereby selected employees, directors (subject to the
restrictions contained in Sections 2 and 4), officers, agents, consultants and
independent contractors of Cost-U-Less, Inc., a Washington corporation (the
"Company"), or of any parent or subsidiary (as defined in subsection 5.7 and
referred to hereinafter as "related corporations") thereof, may be granted
incentive stock options and/or nonqualified stock options to purchase the Common
Stock (as defined in Section 3) of the Company, in order to attract and retain
the services or advice of such employees, directors, officers, agents,
consultants and independent contractors and to provide added incentive to them
by encouraging stock ownership in the Company.
SECTION 2. ADMINISTRATION
This Plan shall be administered by the Board of Directors of the Company
(the "Board") or a committee or committees (which term includes subcommittees)
appointed by, and consisting of two or more members of, the Board (the "Plan
Administrator"). If and so long as the Common Stock is registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Board shall consider, in selecting the Plan Administrator and the
membership of any committee acting as the Plan Administrator of this Plan with
respect to any persons subject or likely to become subject to Section 16 under
the Exchange Act, the provisions regarding (a) "outside directors," as
contemplated by Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"), and (b) "nonemployee directors," as contemplated by Rule 16b-3
under the Exchange Act. The Board may delegate the responsibility for
administering this Plan with respect to designated classes of eligible
participants to different committees, subject to such limitations as the Board
deems appropriate. Committee members shall serve for such term as the Board may
determine, subject to removal by the Board at any time.
A member of the Board (or any committee) may be eligible to participate in
or receive or hold options under this Plan; provided, however, that no member of
the Board or any committee shall vote with respect to the granting of an option
hereunder to himself or herself, as the case may be, and, provided that if state
corporate law
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does not permit a committee to grant options to directors, then any option
granted under this Plan to a director for his or her services as such shall be
approved by the full Board.
2.1 PROCEDURES
The Board shall designate one of the members of the Plan Administrator as
chairman. The Plan Administrator may hold meetings at such times and places as
it shall determine. The acts of a majority of the members of the Plan
Administrator present at meetings at which a quorum exists, or acts reduced to
or approved in writing by a majority of all Plan Administrator members, shall be
valid acts of the Plan Administrator.
2.2 RESPONSIBILITIES
Except for the terms and conditions explicitly set forth in this Plan, the
Plan Administrator shall have the authority, in its discretion, to determine all
matters relating to the options to be granted under this Plan, including
selection of the individuals to be granted options, the number of shares to be
subject to each option, the exercise price, and all other terms and conditions
of the options, as well as amendments and modifications of already outstanding
options. Grants under this Plan need not be identical in any respect, even when
made simultaneously. The interpretation and construction by the Plan
Administrator of any terms or provisions of this Plan or any option issued
hereunder, or of any rule or regulation promulgated in connection herewith,
shall be conclusive and binding on all interested parties, so long as such
interpretation and construction with respect to incentive stock options
corresponds to the requirements of Section 422 of the Code, the regulations
thereunder and any amendments thereto.
SECTION 3. STOCK SUBJECT TO THIS PLAN
The stock subject to this Plan shall be the Company's Common Stock (the
"Common Stock"), presently authorized but unissued or now held or subsequently
acquired by the Company. Subject to adjustment as provided in Section 7, the
aggregate amount of Common Stock to be delivered upon the exercise of all
options granted under this Plan shall not exceed 1,350,000 shares. If any
option granted under this Plan shall expire, be surrendered, exchanged for
another option, cancelled or terminated for any reason without having been
exercised in full, the unpurchased shares subject thereto shall thereupon again
be available for purposes of this Plan.
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SECTION 4. ELIGIBILITY
An incentive stock option may be granted only to any individual who, at the
time the option is granted, is an employee and not a director of the Company or
any related corporation. A nonqualified stock option may be granted to any
employee, director, officer, agent, consultant or independent contractor of the
Company or any related corporation. Any party to whom an option is granted
under this Plan shall be referred to hereinafter as an "Optionee."
SECTION 5. TERMS AND CONDITIONS OF OPTIONS
Options granted under this Plan shall be evidenced by written agreements
which shall contain such terms, conditions, limitations and restrictions as the
Plan Administrator shall deem advisable and which are not inconsistent with this
Plan. Notwithstanding the foregoing, options shall include or incorporate by
reference the following terms and conditions:
5.1 NUMBER OF SHARES AND PRICE
The maximum number of shares that may be purchased pursuant to the exercise
of each option and the price per share at which such option is exercisable (the
"exercise price") shall be as established by the Plan Administrator; provided
that the Plan Administrator shall act in good faith to establish the exercise
price which shall be not less than the fair market value per share of the Common
Stock at the time the option is granted, with respect to incentive stock
options, and provided, further, that, with respect to incentive stock options
granted to greater than ten percent shareholders, the exercise price shall be as
required by Section 6.
5.2 TERM AND MATURITY
Subject to the restrictions contained in Section 6 with respect to granting
incentive stock options to greater than ten percent shareholders, the term of
each incentive stock option shall be as established by the Plan Administrator
and, if not so established, shall be ten years from the date it is granted but
in no event shall the term of any incentive stock option exceed ten years. The
term of each nonqualified stock option shall be as established by the Plan
Administrator and, if not so established, shall be ten years from the date it is
granted but in no event shall the term of any nonqualified stock option exceed
ten years.
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5.3 EXERCISE
Subject to any terms and conditions which provide that such option shall
become exercisable in installments, each option may be exercised in whole or in
part; provided, however, that only whole shares will be issued pursuant to the
exercise of any option. During an Optionee's lifetime, any incentive stock
options granted under this Plan are personal to him or her and are exercisable
solely by such Optionee or a transferee as permitted under Section 5.6. Options
shall be exercised by delivery to the Company of notice of the number of shares
with respect to which the option is exercised.
5.4 PAYMENT OF EXERCISE PRICE
Payment of the option exercise price shall be made in full within five
business days after the notice of exercise of the option is delivered to the
Company and shall be in cash, bank certified or cashier's check or personal
check (unless at any time the Plan Administrator in a particular case determines
otherwise) for the Common Stock being purchased.
The Plan Administrator can determine at the time the option is granted for
incentive stock options or at any time for nonqualified stock options that
additional forms of payment will be permitted. To the extent permitted by the
Plan Administrator and applicable laws and regulations (including, but not
limited to, federal tax and securities laws and regulations and state corporate
law), an option may be exercised by:
(a) tendering (either actually or by attestation) shares of stock of
the Company held by the Optionee having a fair market value equal to the
exercise price, such fair market value ("Fair Market Value") to be determined in
good faith by the Plan Administrator; provided, however, that payment in stock
held by the Optionee shall not be made unless the stock shall have been owned by
the Optionee for a period of at least six months;
(b) delivery of a full-recourse promissory note executed by the
Optionee; provided that subject to the applicability of any exceptions to the
imputed interest rules contained in the Code, such note delivered in connection
with an incentive stock option shall, and such note delivered in connection with
a nonqualified stock option may, in the sole discretion of the Plan
Administrator, bear interest at a rate specified by the Plan Administrator but
in no case less than the rate required to avoid imputation of interest for
federal income tax purposes, and provided, further, that the Plan Administrator
in its sole discretion shall specify the term and other
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provisions of such note at the time the option is granted and may require that
the Optionee pledge his or her shares to the Company for the purpose of securing
the payment of such note and may require that the certificate representing such
shares be held in escrow in order to perfect the Company's security interest,
and provided, further, that the Plan Administrator in its sole discretion may at
any time restrict or rescind this right upon notification to the Optionee.
5.5 WITHHOLDING TAX REQUIREMENT
As a condition to the exercise of a nonqualified stock option (or a
disqualifying disposition of an incentive stock option), the Optionee shall,
upon exercise of an option and upon notification of the amount due and prior to
or concurrently with the delivery of the certificates representing the shares
purchased, pay to the Company amounts necessary to satisfy applicable federal,
state and local withholding tax requirements or shall otherwise make
arrangements satisfactory to the Company for such requirements. To the extent
permitted or required by the Plan Administrator, such arrangements may include
payment of the appropriate withholding tax in shares of stock of the Company
having a Fair Market Value equal to such withholding (such Fair Market Value to
be determined in good faith by the Plan Administrator), either through delivery
of shares held by the Optionee or by reduction in the number of shares to be
delivered to the Optionee upon exercise of such option.
5.6 NONTRANSFERABILITY OF OPTION
Options granted under this Plan and the rights and privileges conferred
hereby may not be transferred, assigned, pledged or hypothecated in any manner
(whether by operation of law or otherwise) other than by will or by the
applicable laws of descent and distribution, and shall not be subject to
execution, attachment or similar process. Any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of any option under this Plan or of any
right or privilege conferred hereby, contrary to the Code or to the provisions
of this Plan, or the sale or levy or any attachment or similar process upon the
rights and privileges conferred hereby shall be null and void. Notwithstanding
the foregoing, to the extent permitted by Section 422 of the Code, the Plan
Administrator may permit an Optionee to (a) during the Optionee's lifetime,
designate a person who may exercise the option after the Optionee's death by
giving written notice of such designation to the Plan Administrator (such
designation may be changed from time to time by the Optionee by giving written
notice to the Plan Administrator revoking any earlier designation and making a
new designation) or (b) transfer the option and the rights or privileges
conferred hereby; provided, however, that any option so assigned or transferred
shall be subject to all the same terms and conditions contained in the
instrument evidencing the option.
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5.7 TERMINATION OF RELATIONSHIP
(a) If the Optionee's relationship with the Company or any related
corporation ceases for any reason other than death or total disability, and
unless by its terms the Option sooner terminates or expires, then the Optionee
may exercise, for a three month period, that portion of his or her option which
is exercisable at the time of such cessation, but the Optionee's option shall
terminate at the end of the three month period following such cessation as to
all shares for which it has not theretofore been exercised, unless, in the case
of a nonqualified stock option, such provision is waived in the agreement
evidencing the option or by resolution adopted by the Plan Administrator within
30 days of such cessation. If, in the case of an incentive stock option, an
Optionee ceases to be an employee of this Company (i.e., from employee to a
consultant), such change shall constitute a termination of an Optionee's
employment with the Company or related corporation and the Optionee's incentive
stock option shall terminate in accordance with this subsection 5.7.
(b) If an Optionee's relationship with the Company or any related
corporation ceases because of a total disability, the Optionee's option shall
not terminate or, in the case of an incentive stock option, cease to be treated
as an incentive stock option until the end of the 12 month period following such
cessation (unless by its terms it sooner terminates and expires). As used in
this Plan, the term "total disability" refers to a mental or physical impairment
of the Optionee which is expected to result in death or which has lasted or is
expected to last for a continuous period of 12 months or more and which causes
the Optionee to be unable, in the opinion of the Company and two independent
physicians, to perform his or her duties as an employee, director, officer,
agent, consultant or independent contractor of the Company and to be engaged in
any substantial gainful activity. Total disability shall be deemed to have
occurred on the first day after the Company and the two independent physicians
have furnished their opinion of total disability to the Plan Administrator.
(c) For purposes of this subsection 5.7, a transfer of employment or
relationship between or among the Company and/or any related corporation shall
not be deemed to constitute a cessation of employment or relationship with the
Company or any of its related corporations. For purposes of this subsection 5.7
with respect to incentive stock options, employment shall be deemed to continue
while the Optionee is on military leave, sick leave or other bona fide leave of
absence (as determined by the Plan Administrator). The foregoing
notwithstanding, employment shall not be deemed to continue beyond the first 90
days of such leave, unless the Optionee's reemployment rights are guaranteed by
statute or by contract.
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(d) If the Optionee is terminated for cause, any option granted
hereunder shall automatically terminate as of the first advise or discussion
thereof, and Optionee shall thereupon have no right to purchase any shares
pursuant to such option. "Termination for cause" shall mean dismissal for
dishonesty, conviction or confession of a crime punishable by law (except minor
violations), intoxication while at work, fraud, misconduct or disclosure of
confidential information.
(e) As used herein, the term "related corporation," when referring to
a subsidiary corporation, shall mean any corporation (other than the Company)
in, at the time of the granting of the option, an unbroken chain of corporations
ending with the Company, if stock possessing 50% or more of the total combined
voting power of all classes of stock of each of the corporations other than the
Company is owned by one of the other corporations in such chain. When referring
to a parent corporation, the term "related corporation" shall mean any
corporation in an unbroken chain of corporations ending with the Company if, at
the time of the granting of the option, each of the corporations other than the
Company 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.
5.8 DEATH OF OPTIONEE
If an Optionee dies while he or she has a relationship with the Company or
any related corporation as an employee, director, officer, agent, consultant or
independent contractor, or within the three month period (or 12 month period in
the case of totally disabled Optionees) following cessation of such
relationship, any option held by such Optionee may, to the extent that the
Optionee would have been entitled to exercise such option, be exercised within
12 months after his or her death by the personal representative of his or her
estate or by the person or persons to whom the Optionee's rights under the
option shall pass by will or by the applicable laws of descent and distribution.
5.9 STATUS OF SHAREHOLDER
Neither the Optionee nor any person or persons to whom the Optionee's
rights and privileges under the option may pass shall be, or have any of the
rights or privileges of, a shareholder of the Company with respect to any of the
shares issuable upon the exercise of any option granted under this Plan unless
and until such option has been exercised.
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5.10 CONTINUATION OF EMPLOYMENT
Nothing in this Plan or in any option granted pursuant to this Plan shall
confer upon any Optionee any right to continue in the employ of the Company or a
related corporation, or to interfere in any way with the right of the Company or
any such related corporation to terminate his or her employment or other
relationship with the Company at any time.
5.11 MODIFICATION AND AMENDMENT OF OPTION
Subject to the requirements of Code Section 422 with respect to incentive
stock options and to the terms and conditions and within the limitations of this
Plan, the Plan Administrator may modify or amend outstanding options granted
under this Plan. Except as otherwise provided in this Plan, no outstanding
option shall be terminated without the consent of the Optionee. The
modification or amendment of an outstanding option shall not, without the
consent of the Optionee, impair or diminish any of his or her rights or any of
the obligations of the Company under such option. Unless the Optionee agrees
otherwise, any changes or adjustments made to outstanding incentive stock
options granted under this Plan shall be made in such a manner so as not to
constitute a "modification" as defined in Section 424(h) of the Code and so as
not to cause any incentive stock option issued hereunder to fail to continue to
qualify as an incentive stock option as defined in Section 422(b) of the Code.
5.12 LIMITATION ON VALUE FOR INCENTIVE STOCK OPTIONS
As to all incentive stock options granted under the terms of this Plan, to
the extent that the aggregate Fair Market Value (determined at the time the
incentive stock option is granted) of the stock with respect to which incentive
stock options are exercisable for the first time by the Optionee during any
calendar year (under this plan and all other incentive stock option plans of the
Company, a related corporation or a predecessor corporation) exceeds $100,000,
such options shall be treated as nonqualified stock options.
SECTION 6. GREATER THAN TEN PERCENT SHAREHOLDERS
6.1 EXERCISE PRICE AND TERM OF INCENTIVE STOCK OPTIONS
If incentive stock options are granted under this Plan to employees who own
more than ten percent of the total combined voting power of all classes of stock
of the Company or any related corporation, the term of such incentive stock
options shall not
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exceed five years and the exercise price shall be not less than 110% of the Fair
Market Value of the Common Stock at the time the incentive stock option is
granted. This provision shall control notwithstanding any contrary terms
contained in an option agreement or any other document.
6.2 ATTRIBUTION RULE
For purposes of subsection 6.1, in determining stock ownership, an employee
shall be deemed to own the stock owned, directly or indirectly, by or for his or
her brothers, sisters, spouse, ancestors and lineal descendants. Stock owned,
directly or indirectly, by or for a corporation, partnership, estate or trust
shall be deemed to be owned proportionately by or for its shareholders, partners
or beneficiaries. If an employee or a person related to the employee owns an
unexercised option or warrant to purchase stock of the Company, the stock
subject to that portion of the option or warrant which is unexercised shall not
be counted in determining stock ownership. For purposes of this Section 6,
stock owned by an employee shall include all stock actually issued and
outstanding immediately before the grant of the incentive stock option to the
employee.
SECTION 7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
The aggregate number and class of shares for which options may be granted
under this Plan, the number and class of shares covered by each outstanding
option and the exercise price per share thereof (but not the total price), and
each such option, shall all be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock of the Company resulting
from a split-up or consolidation of shares or any like capital adjustment, or
the payment of any stock dividend.
7.1 EFFECT OF LIQUIDATION OR REORGANIZATION
7.1.1 Cash, Stock or Other Property for Stock. Except as provided in
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subsection 7.1.2, upon a merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation of the Company, as a result of
which the shareholders of the Company receive cash, stock or other property in
exchange for or in connection with their shares of Common Stock, any option
granted hereunder shall terminate, but the Optionee shall have the right
immediately prior to any such merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation to exercise his or her option
to the extent the vesting requirements set forth in the option agreement have
been satisfied.
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7.1.2 Conversion of Options on Stock for Stock Exchange. If the
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shareholders of the Company receive capital stock of another corporation
("Exchange Stock") in exchange for their shares of Common Stock in any
transaction involving a merger, consolidation, acquisition of property or stock,
separation or reorganization, all options granted hereunder shall be converted
into options to purchase shares of Exchange Stock unless the Company and the
corporation issuing the Exchange Stock, in their sole discretion determine that
any or all such options granted hereunder shall not be converted into options to
purchase shares of Exchange Stock but instead shall terminate in accordance with
the provisions of subsection 7.1.1. The amount and price of converted options
shall be determined by adjusting the amount and price of the options granted
hereunder in the same proportion as used for determining the number of shares of
Exchange Stock the holders of the Common Stock receive in such merger,
consolidation, acquisition of property or stock, separation or reorganization.
Unless accelerated by the Board, the vesting schedule set forth in the option
agreement shall continue to apply to the options granted for the Exchange Stock.
7.2 FRACTIONAL SHARES
In the event of any adjustment in the number of shares covered by any
option, any fractional shares resulting from such adjustment shall be
disregarded and each such option shall cover only the number of full shares
resulting from such adjustment.
7.3 DETERMINATION OF BOARD TO BE FINAL
All Section 7 adjustments shall be made by the Board, and its determination
as to what adjustments shall be made, and the extent thereof, shall be final,
binding and conclusive. Unless an Optionee agrees otherwise, any change or
adjustment to an incentive stock option shall be made in such a manner so as not
to constitute a "modification" as defined in Section 424(h) of the Code and so
as not to cause his or her incentive stock option issued hereunder to fail to
continue to qualify as an incentive stock option as defined in Section 422(b) of
the Code.
SECTION 8. SECURITIES REGULATION
Shares shall not be issued with respect to an option granted under this
Plan unless the exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, any applicable state securities laws, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements
of any stock exchange upon which the shares may then be listed, and shall be
further subject to the approval of counsel for
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the Company with respect to such compliance, including the availability of an
exemption from registration for the issuance and sale of any shares hereunder.
Inability of the Company to obtain from any regulatory body having jurisdiction,
the authority deemed by the Company's counsel to be necessary for the lawful
issuance and sale of any shares hereunder or the unavailability of an exemption
from registration for the issuance and sale of any shares hereunder shall
relieve the Company of any liability in respect of the nonissuance or sale of
such shares as to which such requisite authority shall not have been obtained.
Should any of the Company's capital stock of the same class as the stock
subject to options granted hereunder be listed on a national securities
exchange, all stock issued hereunder if not previously listed on such exchange
shall be authorized by that exchange for listing thereon prior to the issuance
thereof.
SECTION 9. AMENDMENT AND TERMINATION
9.1 BOARD ACTION
The Board may at any time suspend, amend or terminate this Plan, provided
that except as set forth in Section 7, the approval of a majority of stock
represented by shareholders voting either in person or by proxy at a duly held
shareholders' meeting or unanimous written consent of shareholders is necessary
within 12 months before or after the adoption by the Board of any amendment
which will:
(a) increase the number of shares which are to be reserved for the
issuance of options under this Plan;
(b) extend the maximum term of any stock option;
(c) change the manner of determining the maximum exercise price; or
(d) materially modify the requirements for eligibility for
participation in this Plan.
9.2 AUTOMATIC TERMINATION
Unless sooner terminated by the Board, this Plan shall terminate ten years
from the earlier of (a) the date on which this Plan is adopted by the Board or
(b) the date on which this Plan is approved by the shareholders of the Company.
No option may be granted after such termination, or during any suspension of
this Plan. The amendment
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or termination of this Plan shall not, without the consent of the option holder,
alter or impair any rights or obligations under any option theretofore granted
under this Plan.
SECTION 10. EFFECTIVENESS OF THIS PLAN
This Plan shall become effective upon adoption by the Board so long as it
is approved by unanimous written consent of shareholders or by a majority of
stock represented by shareholders, voting either in person or by proxy at a duly
held shareholders' meeting at any time within 12 months before or after the
adoption of this Plan.
Adopted by the Board of Directors on March 26, 1990 and approved by the
shareholders on April 27, 1990. Amended by the Board of Directors on March 21,
1991 and amendment approved by the shareholders on April 19, 1991. Amended by
the Board of Directors on December 20, 1991 and amendment approved by the
shareholders on March 9, 1992. Amended by the Board of Directors on February 3,
1993 and amendment approved by the shareholders on March 31, 1993. Amended by
the Board of Directors on March 14, 1994 and amendment approved by the
shareholders on April 7, 1994. Amended and restated by the Board of Directors
on _________, 1998.
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AMENDMENT NO. 1
TO
COST-U-LESS, INC. 1989 STOCK OPTION PLAN
The Cost-U-Less, Inc. 1989 Stock Option Plan (the "Plan") is hereby amended
to read as follows:
1. Section 3 of the Plan is amended to read as follows:
"SECTION 3. Stock Subject to this Plan. The stock subject to
--------------------------
this Plan shall be the Company's Common Stock (the "Common Stock"),
presently authorized but unissued or subsequently acquired by the
Company. Subject to adjustment as provided in Section 7 hereof, the
aggregate amount of Common Stock to be delivered upon the exercise of
all options granted under this Plan shall not exceed One Hundred Fifty
Thousand (150,000) shares as such Common Stock was constituted on the
effective date of Amendment No. 1 to this Plan. If any option granted
under this Plan shall expire, be surrendered, exchanged for another
option, cancelled or terminated for any reason without having been
exercised in full, the unpurchased shares subject thereto shall
thereupon again be available for purposes of this Plan, including for
replacement options which may be granted in exchange for such
surrendered, cancelled or terminated options."
The effective date of such amendment shall be March 21, 1991, the date of
adoption by the Board, unless the shareholders of the corporation fail to
approve such amendment within twelve months before or after the date of adoption
by the Board of Directors.
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AMENDMENT NO. 2
TO
COST-U-LESS, INC. 1989 STOCK OPTION PLAN
The Cost-U-Less, Inc. 1989 Stock Option Plan (the "Plan") is hereby amended
to read as follows:
1. Section 3 of the Plan is amended to read as follows:
"SECTION 3. Stock Subject to this Plan. The stock subject to
--------------------------
this Plan shall be the Company's Common Stock (the "Common Stock"),
presently authorized but unissued or subsequently acquired by the
Company. Subject to adjustment as provided in Section 7 hereof, the
aggregate amount of Common Stock to be delivered upon the exercise of
all options granted under this Plan shall not exceed Two Hundred
Thousand (200,000) shares as such Common Stock was constituted on the
effective date of Amendment No. 2 to this Plan. If any option granted
under this Plan shall expire, be surrendered, exchanged for another
option, cancelled or terminated for any reason without having been
exercised in full, the unpurchased shares subject thereto shall
thereupon again be available for purposes of this Plan, including for
replacement options which may be granted in exchange for such
surrendered, cancelled or terminated options."
The effective date of such amendment shall be December 20, 1991, the date
of adoption by the Board, unless the shareholders of the corporation fail to
approve such amendment within twelve months before or after the date of adoption
by the Board of Directors.
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AMENDMENT NO. 3
TO
COST-U-LESS, INC. 1989 STOCK OPTION PLAN
The Cost-U-Less, Inc. 1989 Stock Option Plan (the "Plan") is hereby amended
as follows:
"SECTION 3. Stock Subject to this Plan. The stock subject to this
--------------------------
Plan shall be the Company's Common Stock (the "Common Stock"), presently
authorized but unissued or now held or subsequently acquired by the
Company. Subject to adjustment as provided in Section 7 hereof, the
aggregate amount of Common Stock to be delivered upon the exercise of all
options granted under this Plan shall not exceed One Million Two Hundred
Fifty Thousand (1,250,000) shares as such Common Stock was constituted on
the effective date of Amendment No. 3 to this Plan. If any option granted
under this Plan shall expire or be surrendered, exchanged for another
option, cancelled or terminated for any reason without having been
exercised in full, the unpurchased shares subject thereto shall thereupon
again be available for purposes of this Plan, including for replacement
options which may be granted in exchange for such expired, surrendered,
exchanged, cancelled or terminated options."
The effective date of such amendment shall be February 3, 1993, the date of
adoption by the Board of Directors.
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AMENDMENT NO. 4
TO
COST-U-LESS, INC. 1989 STOCK OPTION PLAN
The Cost-U-Less, Inc. 1989 Stock Option Plan (the "Plan') is hereby amended
as follows:
"SECTION 3. Stock Subject to this Plan. The stock subject to this
--------------------------
Plan shall be the Company's Common Stock (the "Common Stock"), presently
authorized but unissued or now held or subsequently acquired by the Company.
Subject to adjustment as provided in Section 7 hereof, the aggregate amount
of Common Stock to be delivered upon the exercise of all options granted
under this Plan shall not exceed One Million Three Hundred Fifty Thousand
(1,350,000) shares as such Common Stock was constituted on the effective
date of Amendment No. 4 to this Plan. If any option granted under this Plan
shall expire or be surrendered, exchanged for another option, cancelled or
terminated for any reason without having been exercised in full, the
unpurchased shares subject thereto shall thereupon again be available for
purposes of this Plan, including for replacement options which may be
granted in exchange for such expired, surrendered, exchanged, cancelled or
terminated options."
The effective date of such amendment shall be March 14, 1994, the date of
adoption by the Board of Directors.
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