EXHIBIT 4.1
INVESTAMERICA, INC.
1999 STOCK OPTION PLAN
1. PURPOSE
The purpose of this Stock Option Plan (the "Plan") is to advance the
interests of InvestAmerica, Inc. (the "Company") and to encourage stock
ownership by participants. The Plan is intended to attract, motivate and
retain (1) employees of the Company and its affiliates, (2) consultants who
provide significant services to the Company and its affiliates, and (3)
directors of the Company who are not employees of the Company or any of its
affiliates.
2. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Article 7, the Company is authorized to
issue options ("Options") to purchase up to Twenty Million (20,000,000)
shares of its common stock ("Shares"). The Options may be comprised of
Incentive Stock Options ("ISO's") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and non-Incentive
Stock Options ("Non-ISO's"). Any unpurchased Shares that are subject to an
Option that terminates for any reason other than exercise shall, unless this
Plan has been terminated, become available for future grant under this Plan.
The Company shall at all times reserve for issuance pursuant to this Plan a
number of its authorized but unissued Shares equal to the number of Shares
issuable under this Plan. Exercise of an Option shall decrease the number of
Shares available for grant under this Plan.
3. TERM OF PLAN
3.1. TERM.
This Plan shall become effective upon its adoption by the Board of Directors
of the Company (the "Board"). Unless sooner terminated under Article 6 or 7,
this Plan shall terminate upon the earlier of (a) the tenth anniversary of
its adoption by the Board or (b) the date on which all Shares available for
issuance under this Plan have been issued. Any Option outstanding under this
Plan at the time of its termination shall remain in effect in accordance with
its terms and conditions and those of this Plan.
3.2. SHAREHOLDER APPROVAL.
Within 12 months after the date of such adoption, this Plan shall be approved
by the shareholders of the Company in the degree and manner required under
applicable state and federal law. No Option shall become exercisable unless
and until such shareholder approval has been obtained. Any option exercised
before the shareholders approve the Plan must be rescinded if the
shareholders do not approve the Plan within 12 months after the Board adopts
the Plan. Shares issued pursuant to any such exercise shall not be counted
in determining whether such approval is obtained.
4. PARTICIPANTS
4.1. ELIGIBILITY.
The following persons shall be eligible to receive Options under this Plan:
(a) any employee (an "Employee") of the Company or of any present or future
parent or subsidiary corporation of the Company (an "Affiliate");
(b) any person who is engaged by the Company or an Affiliate to render bona
fide consulting or advisory services (other than in connection with the
offer or sale of securities in a capital raising transaction) and who
is compensated for such services, but who is not an Employee (a
"Consultant"); and
(c) any director of the Company or an Affiliate who is not an Employee,
whether compensated for such services or not (an "Outside Director").
4.2 ISO's; NON-ISO's.
Only Employees are eligible to receive ISO's. Employees, Consultants, and
Outside Directors are eligible to receive non-ISO's.
4.3 PARTICIPANTS TO BE SELECTED BY BOARD.
The Board shall have the authority in its sole discretion to select the
Employees, Consultants and Outside Directors to whom Options may from time to
time be granted under this Plan ("Participants").
4.4 LEGAL REPRESENTATIVES.
As used in this Plan, the term "Participant" includes any person who acquires
the legal right to exercise a Participant's Options by reason of the death or
incompetence of the Participant.
5. STOCK OPTIONS
5.1. OPTION AGREEMENT.
Grants of Options subject to this Plan shall be evidenced by a written option
agreement ("Option Agreement"), that shall specify the date of grant of the
Option, the number of Shares to which the Option pertains, the exercise price
of the Option, the expiration date of the Option, any conditions to exercise
of the Option and such other terms and conditions as the Board in its
discretion deems appropriate. The Option Agreement shall also specify
whether the Option is intended to be an ISO or a Non-ISO. If only a portion
of an Option is intended to qualify as an ISO, the Option Agreement shall so
state and the Option Agreement shall not require that the number of ISO's
exercised reduce the size of the Non-ISO portion, or vice-versa. Each Option
Agreement shall be signed by the Participant and an officer of the Company
designated by the Board.
5.2. NO EMPLOYMENT AGREEMENT.
No Option Agreement no anything contained in this Plan shall alter a
Participant's status as an "at will" employee of the Company, confer upon any
Participant any right to continue in the employ of the Company, or limit the
right of the Company to terminate a Participant's employment at any time and
for any or no reason.
5.3. VESTING RATE.
Options granted under this Plan shall vest (i.e., become exercisable) at such
rate or rates as the Board may determine. Nothing in this Plan requires
Options to be exercisable immediately upon grant.
5.4. EXERCISE PRICE.
5.4.1. Discretion of Board to Determine Price.
Subject to the provisions of this Article 5.4., the exercise price for
each Option shall be determined by the Board in its sole discretion.
5.4.2. ISO's.
Subject to Section 5.4.3, the exercise price of each ISO shall not be
less than 100% of the fair market value of the Shares, as the Board may
determine, on the date the Option is granted.
5.4.3. Ten Percent Shareholders.
The exercise price of each ISO granted to a Participant who, at the
time the Option is granted, owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or
of its Affiliates, shall be at least 110% of the fair market value of
the Shares, as the Board may determine, on the date the Option is
granted.
5.4.4. Determination of Fair Market Value.
The Board's determination of fair market value shall be final and
conclusive for the purposes of this Plan. If the Company's common
stock is publicly traded, the fair market value of the Shares as of any
date shall be determined as follows:
(a) If such stock is listed on a stock exchange or national market
system, fair market value shall be the closing sales price of a
share of the Company's common stock (or the closing bid price if
no sales were reported), as quoted on such exchange or system for
the last market trading day before the time of determination; or
(b) If such stock is quoted on the NASDAQ System (but not on its
National Market System) or regularly quoted by a recognized
securities dealer but selling prices are not reported, fair
market value shall be the mean of the highest bid and lowest
asked prices for such stock for the last market trading day
before the time of determination.
(c) If the Company's common stock is not publicly traded, the
fair market value of the Shares as of any date shall be
determined by reference to the price of reasonably comparable
publicly traded corporations, if any, in the same industry as the
Company, subject to appropriate adjustments for the
dissimilarities between the corporations being compared. If the
Company's common stock is not publicly traded and there are no
publicly traded corporations that are suitable as a basis for
comparison, predominant weight shall be given to the earnings
history, book value, and prospects of the Company in light of
market conditions generally. In determining fair market value,
the Board may, but is not obligated to, obtain and rely upon an
independent appraisal.
5.5. LIMITATION ON ISO GRANTS.
The aggregate fair market value (determined at the time the Option is
granted) of the Shares for which one or more ISO's granted under this Plan
(or any other incentive stock option plan of the Company or any Affiliate)
become exercisable by a Participant for the first time during any calendar
year shall not exceed $100,000 or such other amount as may be permitted under
subsequent amendments to Section 422 of the Code. To the extent that any one
or more ISO's violate this limitation, such excess Options shall be treated
as Non-ISO's. For purposes of this Article 5.5, ISO's shall be taken into
account in the order in which they were granted, and the fair market value of
the Shares shall be determined as of the time the Option with respect to such
Shares was granted.
5.6. PAYMENT OF EXERCISE PRICE; TAXES.
5.6.1. Form of Payment.
The Participant shall pay the per Share exercise price in full at the
time of exercise by bank cashier's check or, with, the approval of the
Board, a promissory note or shares of common stock of the Company, or
any combination of the foregoing such that the aggregate fair market
value of such stock (as determined by the Board) plus cash and notes
equals the total exercise price.
5.6.2. Promissory Notes.
The Company may require a promissory note to be with full recourse, to
be adequately secured by collateral other than the Shares purchased,
and to bear interest at market or above market rates (if such rates are
not usurious). It is the Company's policy not to accept promissory
notes except in unusual circumstances. Inability to pay cash is not
necessarily an unusual circumstance.
5.6.3. Withholding Taxes.
The Participant shall pay by bank cashier's check or other form of
payment acceptable to the Company, the amount of any state or federal
income or other tax that the Company is required to pay or withhold
upon exercise of an Option unless the incidence of such tax cannot
lawfully be placed on the Participant.
5.7. CONDITIONS TO EXERCISE.
No Option may be exercised if the transfer of Shares upon such exercise or
the method of payment of consideration for such Shares would constitute a
violation of any applicable securities or other law or regulation. Unless
the Shares are registered under the Securities Act of 1933 and any applicable
state securities law, as a condition to exercising an Option, the Participant
shall provide the Company with such written assurances as the Company deems
appropriate for the Option grant and exercise to qualify for exemption from
registration. Such assurances may include, among others, a representation
that the Participant intends to hold the Shares for investment and not for
distribution to the public. The Company has no obligation to register the
Options or Shares under the Securities Act of 1933 or any other law.
5.8. METHOD OF EXERCISE.
To exercise an Option for all or part of the Shares, the Participant must do
the following:
(a) provide the Chief Financial Officer of the Company with a written
notice of exercise that specifies the number of Shares for which the
Option is being exercised;
(b) pay the total exercise price for that number of Shares and any
withholding taxes as provided in Article 5.6.3;
(c) provide the Company with any written representations as required under
Article 5.7; and
(d) furnish to the Company appropriate documentation that, the person(s)
exercising the Option, if other than the Participant named in the
Option Agreement, have the right to do so.
5.9. DURATION.
5.9.1. Term of Exercisability.
Except as provided in this Article 5.9 or in any Option Agreement,
Options shall be exercisable only for so long as the Participant has
the same relationship with the Company as an Employee, Consultant or
Outside Director as the Participant had when the Option was granted,
but in any event not longer than 5 years after the date the Option is
granted.
5.9.2. Effect of Change of Relationship.
If a Participant's employment or other relationship with the Company
terminates but the Participant continues to be eligible under Section
4.1 of this Plan, the Board may, in its sole discretion and at any
time, elect to permit one or more of the Participant's Options to
continue as if the Participant's employment or other relationship had
not terminated, except that any such continued Option shall be a Non-
ISO if the Participant is no longer an Employee.
5.9.3. Exercise Following Termination of Employment.
Upon termination of a Participant's employment or other relationship
with the Company by reason of the Participant's death or total
disability (within the meaning of Section 22(e)(3) of the Code), the
Participant or the Participant's estate or any person who acquires the
right to exercise the option by bequest or inheritance, may exercise
the Option at any time within one year after such termination, but only
to the extent that the Option is exercisable for vested Shares on the
date of such termination and does not otherwise expire. Upon
termination of a Participant's employment or other relationship with
the Company for any other reason, the Board in its sole discretion
shall determine the length of time, if any, within which the
Participant may exercise any Option for vested Shares existing on the
date of such termination; provided, however, in the case of an ISO, the
Option shall terminate three months following the date the Participant
ceases to be an employee of the Company for any reason other than death
or total disability.
5.10. RESTRICTIONS ON TRANSFER.
5.10.1. Board May Impose Restrictions.
The Board may impose such restrictions on any Shares acquired pursuant
to the exercise of an Option as it may deem advisable, including, but
not limited to, restrictions related to applicable federal securities
laws, the requirements of any national securities exchange or system
upon which the Shares are then listed or traded, or any blue sky or
state securities laws.
5.10.2 Notation of Restrictions.
If transfer of the Shares is restricted under any applicable law, each
certificate representing such Shares shall bear a legend in form and
substance satisfactory to the Company reflecting that such Shares are
so restricted. The Company may also place a notation on any
certificate representing Shares purchased upon exercise of an ISO. To
enforce any restrictions on transfer of the Shares, the Company may set
forth in its stock transfer records a "stop transfer" order with
respect to the Shares. The Company shall not be liable for any refusal
to transfer the Shares on the books of the Company unless the transfer
complies with all terms and conditions of any restrictions imposed on
such Shares.
5.10.3. Market Standoff Requirement.
Each Participant shall, upon the request of the Company or the
underwriters managing any public offering of the Company's securities,
refrain from selling or disposing of any Shares without the prior
written consent of the Company and such underwriters, as the case may
be, for such period of time (not to exceed 180 days) after the
effective date of such registration requested by such managing
underwriters and subject to all restrictions as the Company or the
underwriters may specify. The Participant and the Company shall cause
any certificates representing the Shares to bear a legend in
substantially the following form:
SALE, TRANSFER, OR HYPOTHECATION OF THE SHARES REPRESENTED
BY THIS CERTIFICATE IS PROHIBITED FOR A PERIOD OF TIME
FOLLOWING A PUBLIC OFFERING OF THE STOCK OF THE CORPORATION
PURSUANT TO THE 1999 STOCK OPTION PLAN OF THE CORPORATION.
The legend shall be removed upon any resale of the Shares to the public
in an offering registered with the Securities and Exchange Commission
("SEC") or pursuant to Rule 144.
5.11. NOTICE OF DISQUALIFYING DISPOSITION OF ISO's.
Participants shall give the Company written notice of any disposition of any
Share acquired pursuant to exercise of an ISO if such disposition occurs
before the second anniversary of the date the Option was granted or the first
anniversary of the date of purchase of the Share disposed of, whichever
occurs later. A disposition includes any sale, exchange, gift, or other
transfer or attempted transfer of legal title. The notice shall include the
Participant's name, the number of Shares disposed of and the dates and prices
the Shares were both acquired and disposed of.
5.12. TRANSFERABILITY OF OPTION.
Options shall be transferable only by will or the laws of descent and
distribution. Only the Participant may exercise the Options during the
Participant's lifetime, except as provided in Article 5.9.3. Any other
purported transfer or assignment of any Option shall be void and of no
effect, and shall give the Company the right to terminate such Option as of
the date of such purported transfer or assignment.
5.13. ADJUSTMENTS TO OPTION RIGHTS.
Subject to the general limitations of this Plan, the Board may adjust the
exercise price, term, or any other provision of an Option by canceling and
regranting the Option or by amending or substituting the Option. Options
that have been so adjusted may have higher or lower exercise prices, have
longer or shorter terms, or be subject to different rights and restrictions
than prior Options. The Board may also adjust the number of Options granted
to a Participant by canceling outstanding Options or granting additional
Options. Except for adjustments necessary to ensure compliance with any
applicable state or federal law, or adjustments deemed appropriate to reflect
a change in a Participant's duties, employment status, or other relationship
with the Company, no such adjustment shall impair a Participant's rights
under any Option Agreement without the consent of the Participant.
6. ADMINISTRATION AND AMENDMENT OF THE PLAN
6.1. ADMINISTRATION BY BOARD OR COMMITTEE.
This Plan shall be administered by the Board and/or by a duly appointed
committee of the Board having such powers as the Board may delegate to such
committee. All references to the Board in this Plan shall also mean the
committee if one has been appointed. Members of the Board or the Committee
who are either eligible for Options or have been granted Options may vote on
any matters affecting the administration of the Plan or the grant of Options,
but no such member shall act upon the granting of an Option to himself or
herself. A member of the Board or the Committee may be counted in
determining the existence of a quorum at any meeting of the Board or
Committee, and may execute any written consent to the taking of action
without a meeting, for any action which is taken with respect to the granting
of an Option to such member.
6.2. INTENTIONALLY DELETED
6.3. DESIGNATION OF INELIGIBLE PERSONS.
The Board may from time to time designate individuals as ineligible to
participate in the Plan for a specified time so that such persons will be
eligible to serve as members of the Committee.
6.4. RIGHTS AND POWERS.
Subject to this Plan and, in the case of a committee, the specific rights and
powers delegated by the Board to such committee, the Board shall have the
authority and discretion to:
(a) determine who shall be a Participant;
(b) determine when Options are granted;
(c) determine the terms and conditions of Option Agreements (which terms
and conditions may differ among Agreements);
(d) interpret this Plan;
(e) adopt rules and regulations for implementing this Plan; and
(f) take such other action as is appropriate to the administration of this
Plan.
All decisions, determinations, and interpretations of the Board shall be
final and binding on all Participants.
6.5. TERMINATION; AMENDMENT.
The Board may from time to time suspend this Plan, terminate this Plan, or
amend this Plan as it deems desirable, without further action on the part of
the shareholders of the Company. The approval of the shareholders shall be
required, however, to (a) increase the total number of Shares that may be
issued under this Plan (except as otherwise provided herein); (b) change the
description of the persons eligible to be Participants; (c) change the
minimum exercise price; or (d) effect a change that under the Code, with
respect to ISO's, requires shareholder approval. Except as provided in
Article 7, or in an Option Agreement, the suspension, termination, or
amendment of this Plan shall not, without the consent of the Participant,
alter or impair any rights of the Participant under any Option Agreement.
6.6. UNILATERAL AMENDMENTS.
Notwithstanding any other provision of this, Plan or any Option Agreement,
and in addition to the powers described in Article 5.13, the Committee may
amend the Plan and any Option Agreement, without the consent of any
Participant, to the extent the Committee in the Committee's sole judgment
deems necessary or appropriate to comply with the requirements for any
exemption from the registration and qualification requirements of state and
federal securities laws, or the requirements of any other law.
6.7. REQUIREMENTS OF RULE 16b.
This Plan shall be administered in accordance with Rule 16b promulgated
under the Securities Exchange Act of 1934, or any successor rule. Unless
the Board determines otherwise in a specific case, Options granted to
persons subject to Section 16(b) of said Act must comply with Rule 16b and
shall contain such additional conditions or restrictions as may be
required thereunder to qualify for the maximum exemption from Section 16
with respect to Plan transactions. In addition, to the extent necessary
and desirable to comply with Rule 16b or with Section 422 of the Code (or
any other applicable law or regulation, including the requirements of the
NASD or an established stock exchange), the Company shall obtain
shareholder approval of any Plan amendment in such a manner and to such a
degree as required.
7. ADJUSTMENT OF AND CHANGES IN STOCK
7.1. RECAPITALIZATIONS.
If the number of the Company's outstanding shares of common stock is changed by
any stock dividend, stock split, reverse stock split, combination,
recapitalization, or re-classification, the number of Shares subject to this
Plan and to outstanding Options, and the exercise price for such Shares, shall
be equitably adjusted as determined by the Board.
7.2. LIQUIDATION.
In the event of the proposed liquidation or dissolution of the Company, the
Company shall notify the Participants at least 10 days before such proposed
action is taken. All unexercised Options shall terminate immediately before
such event.
7.3. REORGANIZATIONS IN WHICH COMPANY DISAPPEARS.
7.3.1. Notice of Reorganization.
The Company shall give each holder of Options at least 10 days prior
written notice of (a) a sale of all or substantially all of the Company's
assets, (b) any reorganization, merger, or consolidation of the Company
with any other corporation in which the Company is not the surviving
entity (except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated), or (c) any other
corporate reorganization or business combination in which the beneficial
ownership of 50% or more of the Company's voting securities outstanding is
transferred.
7.3.2. Right to Cancel Options.
If an exercisable Option is not exercised within 5 days before such event,
the Company may cancel the Option by paying the Participant an amount
equal to the fair market value of the consideration that the Participant
would receive in exchange for the Shares underlying the Option, less the
exercise price of the Option.
7.3.3. Expiration of Options.
Unless a successor corporation, or parent or subsidiary thereof assumes
the unexercised Options or substitutes options to purchase substantially
equivalent securities of the successor or its parent or subsidiary for the
Options outstanding at the time of the closing of such event, all
outstanding Options shall terminate upon such event.
7.4. REORGANIZATIONS IN WHICH COMPANY SURVIVES.
Upon any other merger or consolidation of the Company in which there is any
adjustment in the common stock of the Company outstanding immediately before
such merger or consolidation, there shall be substituted for each Share then
subject to this Plan, the number and kind of shares of stock or other
securities or property into which each outstanding share of common stock of
the Company is converted by such merger or consolidation.
7.5. OTHER CHANGES.
Upon any other relevant change in the capitalization of the Company, the Board
may provide for an equitable adjustment to the number of Shares then subject to
this Plan, to any Options granted under this Plan, and to the exercise price
for such Shares as it deems appropriate.
7.6. NO FRACTIONAL SHARES.
No right to purchase fractional Shares shall result from any adjustment in
Options pursuant to this Article 7. Upon any such adjustment, the Shares
subject to Options of each Participant shall be rounded down to the nearest
whole Share. Alternatively, in the Company's discretion, the Shares subject
to Options of each Participant may be rounded up to the nearest whole Share.
The Company shall give notice of any adjustment to each holder of Options that
have been so adjusted. Such adjustment (whether or not such notice is given)
shall be effective and binding for all purposes of this Plan.
8. INTENTIONALLY DELETED
9. INFORMATION TO PARTICIPANTS
9.1. COPY OF PLAN.
The Company shall provide a copy of the Plan to each Participant.
9.2. INFORMATION CONFIDENTIAL.
No Participant shall disclose any confidential information about the Company
disclosed to the Participant in his or her capacity as a holder of Options. A
Participant may, however, disclose such information to his or her legal and
financial advisers in connection with advice to be rendered by them to the
Participant, or to any transferee of the Shares, but only if the advisor or
transferee agrees not to further disclose such information or to use the
information for the benefit of anyone other than the Participant, the
transferee as a holder of the Shares, or the Company.
10. TAX STATUS
The Company does not, by way of this Plan, any document, Option Agreement, or
otherwise, represent or warrant to any person, including the Participants, that
the grant or exercise of an Option or the subsequent disposition of Shares
obtained by the exercise of an Option pursuant to this Plan, or any other
aspect of this Plan, will have any particular tax effect.
11. MISCELLANEOUS
11.1. ADDITIONAL ACTIONS AND DOCUMENTS.
Each Participant shall execute and deliver such further documents and
instruments and shall take such other further actions as may be required or
appropriate to carry out the intent and purposes of this Plan or any Option
Agreement.
11.2. SUCCESSORS AND ASSIGNS.
All obligations imposed upon the Participants and all rights granted to the
Company under this Plan shall be binding upon each Participant's heirs, legal
representatives, successors, and assigns. This Plan, and the Option Agreement
with each Participant, shall be the sole and exclusive source of any and all
rights that a Participant and his or her heirs, legal representatives, or
successors shall have in respect to this Plan or any Options.
11.3. NO THIRD-PARTY BENEFICIARIES.
Nothing in this Plan or any Option Agreement shall (a) confer any rights or
remedies on any persons other than the parties and their respective successors
and assigns, (b) relieve or discharge the obligation of any third person to any
party, or (c) shall give any third person any right of subrogation or action
against any party.
11.4. AMENDMENTS, WAIVERS AND CONSENTS.
Except as provided in this Plan, no Option Agreement shall be amended except in
a writing signed by the Participant and the Company. No waiver or consent
shall be binding except in a writing signed by the party making the waiver, or
giving the consent. No waiver of any provision of an Option Agreement or
consent to any action shall constitute a waiver of any other provision or
consent to any other action, whether or not similar. No waiver or consent
shall constitute a continuing waiver or consent, except to the extent
specifically set forth in writing. For the protection of all parties,
amendments, waivers, and consents concerning Option Agreements that are not
in writing and signed by the party to be bound may be enforced only if they
are detrimentally relied upon and proved by clear and convincing evidence.
Such evidence may not include the alleged reliance.
11.5. NOTICE.
Any notice, instruction, or communication required or permitted to be given
under this Plan or any Option Agreement to any party shall be in writing (which
may include telex, telegram, telecopier, or other similar form of reproduction
followed by a mailed hard copy) and shall be deemed given when actually
received or, if earlier, five days after deposit in the United States Mail by
certified mail, return receipt requested, postage prepaid, or two days after
deposit with a nationally recognized air courier, fees prepaid, addressed to
the principal office or residence of such party as shown on the books of the
Company, or to such other address as such party may request by written notice.
The Company and each Participant shall make an ordinary, good faith effort to
ensure that the person to be given notice actually receives such notice.
11.6. INTENTIONALLY DELETED.
11.7. INTENTIONALLY DELETED.
11.8. GOVERNING LAW.
The rights and obligations of the parties shall be governed by, and this Plan
and each Option Agreement shall be construed and enforced in accordance with,
the laws of the State of Nevada, excluding its conflict of laws rules to the
extent such rules would apply the law of another jurisdiction. ISO's granted
under this Plan shall be interpreted and administered in accordance with
Section 422 of the Code. If any provision is susceptible of more than one
interpretation, it shall be interpreted in a manner consistent with this Plan
being an incentive stock option plan. If any provision of this Plan or any
Option Agreement is found by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions shall continue to be fully effective.
11.9. PLAN GOVERNS.
If there is any inconsistency between this Plan and any documents related to
this Plan, including any Option Agreement, this Plan shall govern. Nothing in
this Plan shall be construed to constitute, or be evidence of, any right; in
favor of any person to receive Options hereunder or any obligation on the part
of the Company to issue Options with respect to its common stock.