EXHIBIT 4.1
THE 2003 BENEFIT PLAN OF ASGA, INC.
ASGA, Inc., a Nevada corporation (the "Company"), hereby adopts The 2003
Benefit Plan of ASGA, Inc., (the "Plan") this 15th day of May, 2003. Under the
Plan, the Company may issue stock, or grant options to acquire the Company's
common stock, $0.001 par value (the "Stock"), from time to time to contractors,
advisors, or employees of the Company, or its subsidiaries, all on the terms and
conditions set forth herein ("Benefits"). In addition, at the discretion of the
Board of Directors, Benefits may from time to time be granted under this Plan to
other individuals, including consultants or advisors, who contribute to the
success of the Company or its subsidiaries but are not employees of the Company
or its subsidiaries, provided that bona fide services shall be rendered by
consultants and advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction. No stock may be
issued, or option granted under the benefit plan to consultants, advisors, or
other persons who directly or indirectly promote or maintain a market for the
Company's securities.
1. Purpose of the Plan. The Plan is intended to aid the Company in
maintaining and developing a management team, attracting qualified officers and
employees capable of assuring the future success of the Company, and rewarding
those individuals who have contributed to the success of the Company. The
Company has designed this Plan to aid it in retaining the services of
executives, contractors and employees and in attracting new personnel when
needed for future operations and growth and to provide such personnel with an
incentive to remain employees of the Company, to use their best efforts to
promote the success of the Company's business, and to provide them with an
opportunity to obtain or increase a proprietary interest in the Company. It is
also designed to permit the Company to reward those individuals who are not
employees of the Company but who management perceives to have contributed to the
success of the Company or who are important to the continued business and
operations of the Company. The above goals will be achieved through the granting
of Benefits.
2. Administration of this Plan. Administration of this Plan shall be
determined by the Company's Board of Directors (the "Board"). Subject to
compliance with applicable provisions of the governing law, the Board may
delegate administration of this Plan or specific administrative duties with
respect to this Plan on such terms and to such committees of the Board as it
deems necessary and proper, (hereinafter the Board or its authorized committee
shall be referred to as "Plan Administrators"). The interpretation and
construction of the terms of this Plan by the Plan Administrators thereof shall
be final and binding on all participants in this Plan absent a showing of
demonstrable error. No member of the Plan Administrators shall be liable for any
action taken or determination made in good faith with respect to this Plan. Any
Benefit approved by a majority vote of those Plan Administrators attending a
duly and properly held meeting shall be valid. Any Benefit approved by the Plan
Administrators shall be approved as specified by the Board at the time of
delegation.
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3. Shares of Stock Subject to this Plan. A total of ten million
(10,000,000) shares of Stock may be subject to, or issued pursuant to, Benefits
granted under this Plan. If any right to acquire Stock granted under this Plan
is exercised by the delivery of shares of Stock or the relinquishment of rights
to shares of Stock, only the net shares of Stock issued (the shares of stock
issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.
4. Reservation of Stock on Granting of Option. At the time any Option is
granted under the terms of this Plan, the Company will reserve for issuance the
number of shares of Stock subject to such Option until it is exercised or
expires. The Company may reserve either authorized but unissued shares or issued
shares reacquired by the Company.
5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.
6. Term of Options issued as Benefits and Certain Limitations on Right to
Exercise.
a. Each Option issued as a benefit hereunder ("Option") shall have its term
established by the Plan Administrators at the time the Option is granted.
b. The term of the Option, once it is granted, may be reduced only as provided
for in this Plan and under the express written provisions of the Option.
c. Unless otherwise specifically provided by the written provisions of the
Option or required by applicable disclosure or other legal requirements
promulgated by the Securities and Exchange Commission ("SEC"), no
participant of this Plan or his or her legal representative, legatee, or
distributee will be, or shall be deemed to be, a holder of any shares
subject to an Option unless and until such participant exercises his or her
right to acquire all or a portion of the Stock subject to the Option and
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delivers the required consideration to the Company in accordance with the
terms of this Plan and then only as to the number of shares of Stock
acquired. Except as specifically provided in this Plan or as otherwise
specifically provided by the written provisions of the Option, no
adjustment to the exercise price or the number of shares of Stock subject
to the Option shall be made for dividends or other rights for which the
record date is prior to the date on which the Stock subject to the Option
is acquired by the holder.
d. Options shall vest and become exercisable at such time or times and on such
terms as the Plan Administrators may determine at the time of the grant of
the Option.
e. Options may contain such other provisions, including further lawful
restrictions on the vesting and exercise of the Options as the Plan
Administrators may deem advisable.
f. In no event may an Option be exercised after the expiration of its term.
g. Options shall be non-transferable, except by the laws of descent and
distribution.
7. Exercise Price. The Plan Administrators shall establish the exercise
price payable to the Company for shares to be obtained pursuant to Options,
which exercise price may be amended from time to time as the Plan Administrators
shall determine.
8. Adjusted Price. In their sole and uncontrolled discretion, the Plan
Administrators may discount the value of the shares delivered to employees and
consultants, pursuant to numerous factors which include, but are not limited to:
1) market liquidity; 2) ratio of outstanding to newly issued shares and the
issuances potential impact on market valuation; 3) reasonable discounts based
upon expectation of actual or anticipated value of the issuances (such amounts
shall not be adjusted to an amount less than ten percent of the value of the
common stock during any 30 day period preceding, or subsequent to the adoption
of the Plan).
9. Payment of Exercise Price. The exercise of any Option shall be
contingent on receipt by the Company of the exercise price paid in either cash,
certified or personal check payable to the Company.
10. Withholding. If the grant of a Benefit hereunder, or exercise of an
Option given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.
11. Dilution or Other Adjustment. The shares of Common Stock subject to
this Plan and the exercise price of outstanding Options are subject to
proportionate adjustment in the event of a stock dividend on the Common Stock or
a change in the number of issued and outstanding shares of Common Stock as a
result of a stock split, consolidation, or other recapitalization. The Company,
at its option, may adjust the Options, issue replacements, or declare Options
void.
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12. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.
13. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.
14. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 10 millionth share is issued hereunder.
15. Amendment of this Plan. This Plan may not be amended more than once
during any six month period, other than to comport with changes in the Code or
the Employee Retirement Income Security Act or the rules and regulations
promulgated thereunder. The Plan Administrators may modify and amend this Plan
in any respect.
ATTEST:
/s/Stephen H. Durland
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Stephen H. Durland, Sole Director
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