Exhibit 4.1
Sew Cal Logo, Inc.
Stock Compensation Plan
This Stock Compensation Plan is adopted this 1st day of October, 2005, by
Sew Cal Logo, Inc., a Nevada corporation with its principal place of
business being located at:
207 W. 138th Street
Los Angeles, California 90061
NOW THEREFORE, the Board adopts this as the Sew Cal Logo, Inc. Stock
Compensation Plan("the Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is October 1, 2005, 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.
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3.00 ELIGIBILITY TO PARTICIPATE IN THE PLAN - continued
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 Five Hundred Thousand (500,000) 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, 50% of the Closing Bid
Price of the Company's stock for the trading day which is 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
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7.00 PERIOD AND EXERCISE OF OPTION - continued
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
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10.00 RECLASSIFICATION, CONSOLIDATION OR MERGER - continued
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
The Board of Directors of the Company has duly adopted this amendment to the
Plan on March 28, 2005.
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.
Sew Cal Logo, Inc.
Dated: October 1, 2005 By: \s\ Richard Songer
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Richard Songer, President
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