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EXHIBIT 4.1
2000 COMPENSATION PLAN I
THIS COMPENSATION PLAN is adopted this 1st day of July, 2000, by
SEYCHELLE ENVIRONMENTAL TECHNOLOGIES, INC., a Nevada corporation with its
principal place of business being located at 32921 Calle Perfecto, San Juan
Capistrano, California 92675
WITNESSETH:
WHEREAS, the Board of Directors (the "Board") of SEYCHELLE
ENVIRONMENTAL TECHNOLOGIES, INC., (the "Company") has determined that it would
be desirable and in the best interest of the Company to grant certain
consultants and advisors, as well as certain employees, the opportunity to
purchase stock in the Company; and
WHEREAS, the Board believes that it is desirable and in the best
interest of the Company to grant certain consultants, advisors and employees
stock options from time to time, which options are not intended to qualify as
Incentive Stock Options as defined in Section 422 of the Internal Revenue Code
of 1986, as amended.
NOW, THEREFORE, the Board hereby adopts this 2000 COMPENSATION PLAN I
(the "Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
The effective date of the Plan is July 1, 2000, which is the day the
Plan was adopted by the Board. The Plan will terminate on the earlier of the
date of the full issuance of all common stock of the Company allocated under the
Plan, whether directly or by exercise of option, or ten years from the date
thereof, whichever is earlier.
2.00 ADMINISTRATION OF PLAN
The Plan shall be administered by the Board, which may adopt such
rules and regulations for the administration of the Plan as it may deem
necessary or appropriate, or may be administered by a Compensation Committee to
be appointed by the Board, which Committee shall have such composition and
duties as the Board may from time to time determine.
Subject to the express provisions of this Plan, the Board or
Compensation Committee, as applicable, shall have plenary authority, in its sole
discretion:
(i) To determine the time or times at which, and the advisors,
consultants and employees (including, but not limited to, advisors,
consultants and employees who serve as officers or directors) of the
Company or any parent or subsidiaries of the Company to whom, options and
stock shall be awarded under this Plan;
(ii) To determine, as the case may be, the Stock Option Price (as
defined herein) of, and the number of shares of Stock (as defined herein)
to be covered by, options granted under this Plan;
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(iii) To determine the number of shares of Stock to be covered by
awards of stock under this Plan;
(iv) To determine the time or times at which each option granted under
this Plan may be exercised, including whether an option may be exercised in
whole or in installments;
(vi) To establish the terms of the restrictions applicable to any
stock awarded hereunder, and to determine the time or times at which any
such restric tions shall lapse;
(vi) To interpret this Plan and to prescribe, amend and rescind rules
and regulations relating to it; and
(vii) To make all other determinations which the Board or Compensation
Committee, as applicable, shall deem necessary or advisable for the
administra tion of this Plan.
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 (the "Plan Participants"), to whom shares
are to be issued and/or options are to be granted hereunder and the number of
shares granted and/or to be optioned from time to such Plan Participant. In
determining the eligibility of a Plan Participant to receive shares or an
option, as well as in determining the number of shares to be issued and/or
optioned to such Plan Participant, the Board, or its designee, shall consider
the nature and value to the Company of 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, a Plan
Participant 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 a Plan
Participant.
3.03 An option may be granted to a Plan Participant eligible hereunder
regardless of his previous stockholdings.
3.04 The purchase price of each of the shares of Stock subject to a
Stock Option (the "Stock Option Price") shall be a stated price which is not
less than the Fair market value of such share of Stock, determined in accordance
with Section 5.00 of this Plan, or the par value of such share if greater, as of
the date the Stock Option is granted; provided, however, that the Board or the
Compensation Committee, as
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applicable, may, in its discretion, grant Stock Options with a per share
exercise price on the date of grant that is above or below the Fair market value
of a share of Stock, determined in accordance with Section 5.00 of this Plan,
but in no event less than the greater of the par value of such share of Stock or
fifty percent (50%) of such Fair market value.
4.00 NUMBER OF SHARES SUBJECT TO THE PLAN
4.01. Except as provided in Section 10.00 below, the number of shares
which may at any time be made subject to options, or which may be issued upon
the exercise of options granted under this Plan, or made subject to grants of
stock hereunder, shall be limited to 300,000 shares of the common stock, $.001
par value, of the Company (the "Stock"). The shares reserved for issuance
pursuant to this Plan may consist either of authorized but previously unissued
shares of Stock, or of issued shares of Stock which have been reacquired by the
Company, as determined from time to time by the Board of Directors.
Except as otherwise provided in Section 10.00 of this Plan, if any
option granted under this Plan expires, terminates or is canceled for any reason
without having been exercised in full, or any stock awarded hereunder is
forfeited for any reason, the shares of Stock allocable to the unexercised
portion of such option, or to the forfeited portion of such stock award, may
again be made subject to an option or stock award under this Plan within the
limits and under the terms set forth in Article 3.00 hereof.
5.00 FAIR MARKET VALUE OF COMMON SHARES
5.01. Except as provided in Section 5.02 below, for the purposes of
this Plan, the fair market value of a share of stock of the Company shall be
determined as follows: (i) if on the date as of which such determination is made
the class of stock being valued is admitted to trading on a national securities
exchange or exchanges or transaction reporting system for which actual sale
prices are regularly reported, or actual sales prices are otherwise regularly
published for such stock, the fair market value of a share of such stock shall
be deemed to be equal to the mean of the closing sale prices reported for such
stock on the principal such exchange or reporting system on each of the 5
trading days immediately preceding the date as of which such determination is
made, provided that, if a closing sale price is reported for only one of such 5
trading days, the fair market value shall be the closing sale price on such
trading day, or (ii) if on the date as of which such determination is made no
such closing sales prices are reported, but quotations for the class of stock
being valued are regularly listed on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ") or another comparable system, the
fair market value of a share of such stock shall be deemed to be equal to the
mean of the average of the closing bid and asked prices for such stock quoted on
such system on each of the 5 trading days preceding the date as of which such
determination is made, or, (iii) if no such quotations are available, the fair
market value of a share of such stock shall be deemed to be the average of the
closing bid and asked prices furnished by a professional securities dealer
making a market in such shares, as selected by the Board of Directors, for the
trading date first preceding the date as of which such determination is made.
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5.02. Notwithstanding anything to the contrary contained herein, with
respect to any grants of options the Committee may determine the fair market
value of a share of stock of the Company on the basis of such factors as it
shall deem appropriate if it determines in good faith that the approach provided
for in Section 9(a) does not properly reflect the fair market value of such
stock.
6.00 SUCCESSIVE OPTIONS
Any option granted under this Plan to a Plan Participant may be
exercisable at such Plan Participant's discretion while there is outstanding any
other stock option previously granted to such Plan Participant, 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) ten
(10) years from the date the option is initially granted; (ii) six (6) months
from the date a Plan Participant who is also an employee of the Company ceases
employment due to permanent and total disability; (iii) the date of termination
of employment of a Plan Participant who is also an employee of the Company 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 any such option for a period not to exceed
three (3) years; or (iv) three (3) months from the date a Plan Participant who
is also an employee of the Company 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 a Plan
Participant or the termination of employment of a Plan Participant who is also
an employee of the Company shall expire on such Plan Participant'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 shall be subject to such
restrictions on exercise as the Board shall determine at the time of grant. Any
such 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 all
or 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 upon 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.
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
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the person's death, and except as provided in Section 9.02, options granted
hereunder are exercisable only by a Plan Participant 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 which are then exercisable at the time of such person's death within one
year of the death of the person.
10.00 RECLASSIFICATION, CONSOLIDATION OR MERGER
In the event of any change in the number of shares of the outstanding
Stock by reason of a stock split, stock dividend, combination or
reclassification of shares, recapitalization, merger, or similar event, the
Board or Compensation Committee, as applicable, shall adjust proportionally the
number and kind of shares subject to this Plan, the number, kind, and Stock
Option Price of shares then subject to unexercised options granted hereunder.
Any such adjustment shall be made without a change in the aggregate purchase
price of the shares of Stock subject to the unexercised portion of any option.
In the event of any other change affecting any class of stock of the Company
subject to stock awards or stock option grants made under the Plan or any
distribution (other than normal cash dividends) to holders of such stock, such
adjustments as may be deemed equitable by the Board or Compensation Committee,
as applicable, including adjustments to avoid fractional shares, shall be made
to give proper effect to such event.
11.00 DISSOLUTION OR LIQUIDATION
Upon the effective date of the dissolution or liquidation of the
Company, or of a reorganization, merger or consolidation of the Company with one
or more other corporations in which the Company is not the surviving
corporation, or of the transfer of all or substantially all of the assets or
shares of the Company to another person or entity (any such transaction being
referred to hereinafter as a "Terminating Event"), this Plan and any stock award
or stock option grant theretofore made hereunder ("Awards") shall terminate
unless provision is made in writing in connection with such Terminating Event
for the continuance of this Plan and for the assumption of Awards theretofore
granted hereunder, or the substitution for such Awards of new awards issued by
the successor corporation or, if applicable, the publicly trade entity that is
the parent entity of the successor corporation, with such appropriate
adjustments as may be determined or approved by the Board or the Compensation
Committee, as applicable, or its successor, in which event this Plan and the
Awards theretofore granted or substituted therefor shall continue in the manner
and under the terms so provided.
Upon the later of the vote of the Board or the vote of shareholders
approving a Terminating Event in which provision is not made for the continuance
of this Plan and for the assumption of Awards theretofore granted or the
substitution for such Awards of new awards issued by the successor corporation
or a parent or subsidiary thereof, each Plan Participant to whom an Award has
been granted under this Plan (or such person's personal representative, estate
or any person who acquired such Award from such person by bequest or
inheritance) shall become entitled to exercise or surrender for cash, in whole
or in part, his rights under any Award granted to him without regard to any
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restrictions that would otherwise apply. To the extent that a person, pursuant
to this Section 11.00, becomes vested in or has a right to exercise any Award on
account of a Terminating Event which he otherwise would not have had at that
time, his vesting or right to exercise such Award shall be contingent upon the
consummation of such Terminating Event.
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 July 1, 2000.
14.00 TAX WITHHOLDING
The employer (whether the Company or a subsidiary) of a Plan
Participant granted an Award under this Plan shall have the right to deduct or
otherwise effect a withholding of any amount required by federal or state laws
to be withheld with respect to the grant, vesting or exercise of any Award, in
order for the employer to obtain a tax deduction otherwise available as a
consequence of such grant, vesting or exercise, as the case may be.
15.00 AMENDMENT
The Board of Directors at any time, and from time to time, may amend
this Plan,.
Except as provided in Sections 10.00 and 11.00 hereof, rights and
obligations under any Awards granted before amendment of this Plan shall not be
altered or impaired by amendment of this Plan, except with the consent of the
person to whom the Award was granted.
16.00 NOTICES
Any notice to be given to the Company under the terms of this Plan
shall be addressed to the Company's then current business address, and any
notice given to a Plan Participant shall be addressed to the most recent address
for such Plan Participant in the business records of the Company.
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17.00 HEADINGS
Headings are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of this Plan.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
its behalf by its President and attested by its Secretary effective the day and
year first above written.
SEYCHELLE ENVIRONMENTAL
TECHNOLOGIES, INC.
By /s/ CARL PALMER
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Carl Palmer, President
ATTEST:
/s/ PAUL H. LUSBY
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Paul H. Lusby, Secretary [SEAL]
