EXHIBIT 4.1
2002 STOCK COMPENSATION PLAN I
THIS COMPENSATION PLAN is adopted this 1st day of August, 2002, by
PocketSpec Technologies Inc., a Colorado corporation with its principal place of
business being located at 3225 East 2nd Ave., Denver, Colorado 80206.
WITNESSETH:
WHEREAS, the Board of Directors of PocketSpec Technologies Inc., (the
"Company") has determined that it would be to its advantage, and in its best
interests, to grant certain consultants and advisors, as well as certain
employees, the opportunity to purchase stock in the Company as a result of
compensation for their service; and
WHEREAS, the Board of Directors (the "Board") believes that the Company can
best obtain advantageous benefits by issuing stock and/or granting stock options
to such designated individuals from time to time, although these options are not
to be granted pursuant to Section 422 and related sections of the Internal
Revenue Code as amended;
NOW THEREFORE, the Board adopts this as the 2002 COMPENSATION PLAN I (the
"Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is August 1, 2002, which is the day the
Plan was adopted by the Board. The Plan will terminate on the earlier of
the date of the grant of the final option for the last share of common
stock allocated under the Plan or ten years from the date thereof,
whichever is earlier, and no options will be granted thereafter pursuant to
this Plan.
2.00 ADMINISTRATION OF PLAN
The Plan shall be administered by the Board, which may adopt such
rules and regulations for its administration as it may deem necessary or
appropriate, or may be administered by a Compensation Committee to be
appointed by the Board, to have such composition and duties as the Board
may from time to time determine.
3.00 ELIGIBILITY TO PARTICIPATE IN THE PLAN
3.01 Subject to the provisions of the Plan, the Board, or its
designee, shall determine and designate, from time to time those
consultants, advisors, and employees of the Company, or consultants,
advisors, and employees of a parent or subsidiary corporation of the
Company, to whom shares are to be issued and/or options are to be granted
hereunder and the number of shares to be optioned from time to time to any
individual or entity. In determining the eligibility of an individual or
entity to receive shares or an option, as well as in determining the number
of shares to be issued and/or optioned to any individual or entity, the
Board, or its designee, shall consider the nature and value to the Company
for the services which have been rendered to the Company and such other
factors as the Board, or its designee, may deem relevant.
3.02 To be eligible to be selected to receive an option, an individual
must be a consultant, advisor or an employee of the Company or a
consultant, advisor, or an employee of a parent or subsidiary Corporation
of the Company. The grant of each option shall be confirmed by a Stock
Option Agreement which shall be executed by the Company and the optionee as
promptly as practicable after such grant. More than one option may be
granted to an individual or entity. Shares shall be issued directly to such
entities.
3.03 An option may be granted to any individual or entity eligible
hereunder, regardless of his previous stockholdings.
3.04 The option price (determined as of the time the option is
granted) of the stock for which any person may be granted options under
this Plan (and all other plans of the Company) may be increased or reduced
by the Board, or its designee, from time to time.
4.00 NUMBER OF SHARES SUBJECT TO THE PLAN
The Board, prior to the time shall reserve for the purposes of the
Plan a total of Seven Hundred Thousand (700,000) of the authorized but
unissued shares of common shares of the Company, provided that any shares
as to which an option granted under the Plan remains unexercised at the
expiration thereof may be the subject of the grant of further options under
the Plan within the limits and under the terms set forth in Article 3.00
hereof.
5.00 PRICE OF COMMON SHARES
The initial and standard price per share of common stock to be issued
directly or by option shall be the Fair Market Value per share but may be
changed in each case by the Board, or its designee, from time to time. If
the share price is changed, the Board, or its designee, shall determine the
share price no later than the date of the issuance of the shares and/or the
grant of the option and at such other times as the Board, or its designee,
deems necessary. The Board shall have absolute final discretion to
determine the price of the common stock under the Plan. In the absence of
such specific determination, the share price will be the Fair Market Value
per share. "Fair Market Value" shall mean, if there is an established
market for the Company's Common Stock on a stock exchange, in an
over-the-counter market or otherwise, the average Closing Price of the
Company's stock for the 10 consecutive trading days immediately before the
valuation date, provided that the Board may, in its discretion provide an
alternative definition for Fair Market Value in the instrument granting the
right or option. Unless otherwise specified by the Board at the time of
grant (or in the formula applicable to such grant), the valuation date for
purposes of determining the option price shall be the date of grant. The
Board may specify that, instead of the date of grant, the valuation date
shall be a valuation period of up to ninety (90) days prior to the date of
grant, and Fair Market Value for purposes of such grant shall be the
average over the valuation period of the mean of the highest and lowest
quoted selling prices on each date on which sales were made in the
valuation period. If there is no established market for the Company's
Common Stock, or if there were no sales during the applicable valuation
period, the determination of Fair Market Value shall be established by the
Board in its sole discretion, considering the criteria set forth in Treas.
Reg. Section 20.2031-2 or successor regulations.
6.00 SUCCESSIVE OPTIONS
Any option granted under this Plan to a person may be exercisable at
such person's discretion while there is outstanding any other stock option
previously granted to such person, whether under this Plan or any other
stock option plan of the Company.
7.00 PERIOD AND EXERCISE OF OPTION
7.01. Options granted under this Plan shall expire on the first to
occur of the following dates whether or not exercisable on such dates: (i)
five (5) years from the date the option is initially granted; (ii) six (6)
months from the date the person ceases employment due to permanent and
total disability; (iii) the date of termination of employment for reasons
other than retirement, permanent and total disability or death, unless the
Board determines, in its sole discretion, that it would be in the best
interest of the Company to extend the options for a period not to exceed
three (3) years; or (iv) three (3) months from the date the employee
retires with permission of the Board.
7.02. Notwithstanding Section 7.01, any portion of any option which
has not become exercisable pursuant to Section 7.03 prior to the death of
the employee or termination of employment shall expire on the employee's
date of death or termination date, if termination is for reasons other than
retirement or total and permanent disability.
7.03. Any option granted under this Plan may be immediately exercised
by the holder thereof. Such an option may be exercised in whole or in part
at the time it becomes exercisable or from time to time thereafter, until
the expiration of the option.
8.00 PAYMENT FOR OPTIONED SHARES
When a person holding an option granted under this Plan exercises any
portion of the option he shall pay the full option price for the shares
covered by the exercise of that portion of his option within one (1) month
after such exercise. As soon as practicable, after the person notifies the
Company of the exercise of his option and makes payment of the required
option price, the Company shall issue such shares to the person. The Board
may also permit a participant to effect a cashless or net exercise of an
option without tendering any shares of the Company's stock as payment for
the option. In such an event, the participant will be deemed to have paid
for the exercise of the option with shares of the Company's stock and shall
receive from the Company a number of shares equal to the difference between
(i) the shares that would have been tendered to pay the option price and
withholding taxes, if any, and (ii) the number of options exercised. The
Board may also cause the Company to enter into arrangements with one or
more licensed stock brokerage firms whereby participants may exercise
options without payment therefor but with irrevocable orders to such
brokerage firm to immediately sell the number of shares necessary to pay
the option price and withholding taxes, if any, and then to transmit the
proceeds from such sales directly to the Company in satisfaction of such
obligations.
9.00 RESTRICTIONS ON TRANSFER
9.01 No right or privilege of any person under the Plan shall be
transferable or assignable, except to the person's personal representative
in the event of the person's death, and except as provided in Section 9.02,
options granted hereunder are exercisable only by the person during his
life.
9.02 If a person dies holding outstanding options issued pursuant to
this Plan, his personal representative shall have the right to exercise
such options only within one year of the death of the person.
10.00 RECLASSIFICATION, CONSOLIDATION OR MERGER
If and to the extent that the number of issued shares of common stock
of the Company shall be increased or reduced by change in par value,
split-up reclassification, distribution of a dividend payable in stock, or
the like, the number of shares subject to direct issuance or an option held
by a person and the option price per share shall be proportionately
adjusted. If the Company is reorganized or consolidated or merged with
another corporation, the person shall be entitled to receive direct
issuance or options covering shares of such reorganized, consolidated, or
merged company in the same proportion, at an equivalent price, and subject
to the same conditions.
11.00 DISSOLUTION OR LIQUIDATION
Upon the dissolution or liquidation of the Company, the options
granted hereunder shall terminate and become null and void, but the person
shall have the right immediately prior to such dissolution or liquidation
to exercise any options granted and exercisable hereunder to the full
extent not before exercised.
12.00 BINDING EFFECT
This Plan shall inure to the benefit of and be binding upon the
Company and its employees, and their respective heirs, executors,
administrators, successors and assigns.
13.00 ADOPTION OF PLAN
This Plan has been duly adopted by the Board of Directors of the
Company on August 1, 2002.
14.00 NOTICES
Any notice to be given to the Company under the terms of this plan
shall be addressed to such address as is set forth on the first page
hereof.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed on its
behalf by its President, to be sealed by its corporate seal, and attested by its
Secretary effective the day and year first above written.
PocketSpec Technologies Inc.
By /s/ F. JEFFREY KRUPKA
------------------------------
President
ATTEST:
/s/ CYNTHIA KETTL
- ------------------------
Secretary (SEAL)