Exhibit 4.1
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GREENBRIAR CORPORATION
2000 STOCK OPTION PLAN
500,000 Shares
ARTICLE I
GENERAL
1.1 Purpose of the Plan.
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The purpose of the Greenbriar Corporation 2000 Stock Option Plan (the
"Plan") is to assist Greenbriar Corporation, a Nevada corporation (the
"Company"), in securing and retaining Key Participants of outstanding
ability by making it possible to offer them an increased incentive to
join or continue in the service of the Company and to increase their
efforts for its welfare through participation or increased
participation in the ownership and growth of the Company.
1.2 Definitions.
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(a) "Acceleration Event" means any event which in the opinion
of the Board of Directors of the Company is likely to lead to changes
in control of share ownership of the Company, whether or not such
change in control actually occurs.
(b) "Award" means an Option granted to a Key Participant
under the Plan.
(c) "Board of Directors" or "Board" means the Board of
Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the committee referred to in Section
1.3.
(f) "Common Stock" means the Common Stock of the Company.
(g) "Fair Market Value" means the closing price of the shares
on the American Stock Exchange or other exchange on which the Common
Stock is primarily traded on the day on which such value is to be
determined or, if no shares were traded on such day, on the next
preceding day on which shares were traded, as reported by The Wall
Street Journal. If at any time shares of Common Stock are not traded on
an exchange or in the over-the-counter market, Fair Market Value shall
be the value determined by the Board of Directors or Committee
administering the Plan, taking into consideration those factors
affecting or reflecting value which they deem appropriate.
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(h) "Grantee" means a Key Participant to whom an Award is
granted under the Plan.
(i) "Incentive Share" means a share of Common Stock awarded
to a Key Participant under Article VI hereof on such terms as are
determined by the Committee.
(j) "Incentive Share Agreement" means a written agreement in
such form as the Board or Committee, as applicable, shall approve that
evidences the terms and conditions of an award of Incentive Shares
hereunder.
(k) "Incentive Stock Option" means an option to purchase
shares of Common Stock which is intended to qualify as an incentive
stock option as defined in Section 422 of the Code.
(l) "Key Participant" means any person, including officers,
directors, agents and consultants of the Company or any Subsidiary who
are designated a Key Participant by the Board or Committee, as
applicable, and is or is expected to be primarily responsible for the
management, growth, or supervision of some part or all of the business
of the Company. The power to determine who is and who is not a Key
Participant is reserved solely for the Committee.
(m) "Nonqualified Stock Option" means an option to purchase
shares of Common Stock which is not intended to qualify as an Incentive
Stock Option as defined in Section 422 of the Code.
(n) "Option" means an Incentive Stock Option or a
Nonqualified Stock Option.
(o) "Optionee" means a Key Participant to whom an Option is
granted under the Plan.
(p) "Parent" means any corporation which qualifies as a
parent of a corporation under the definition of "parent corporation"
contained in Section 425(e) of the Code.
(q) "Subsidiary" means any corporation which qualifies as a
subsidiary of a corporation under the definition of "subsidiary
corporation" contained in Section 425(f) of the Code.
(r) "Term" means the period during which a particular option
may be exercised as determined by the Committee and as provided in the
option agreement.
1.3 Administration of the Plan.
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The Plan shall be administered by the Compensation Committee (the
"Committee") appointed by the Board of Directors consisting solely of
two or more Non-Employee Directors, as defined in Rule 16b-3 (see
Section 1.10, below), or in the absence of an appointment of such a
Committee, the full Board shall serve as the Committee. Subject to the
control of the Board, and without limiting the control over decisions
described in Section 1.7, the Committee shall have the power to
interpret and apply the Plan and to make regulations for carrying out
its purpose. More particularly, the Committee shall determine which Key
Participants shall be granted Options and the terms of such grants.
When granting Options, the Committee shall designate the Option as
either an Incentive Stock Option or a Nonqualified Stock Option.
Determinations by the Committee under the Plan (including, without
limitation, determinations of the person to receive Awards, the form,
amount and timing of such Awards, and the terms and provisions of such
Awards and the agreements evidencing same) need not be uniform and may
be made by it selectively among persons who receive, or are eligible to
receive, Awards under the Plan, whether or not such persons are
similarly situated. In serving on the Committee, members thereof shall
be considered to be acting in their capacity as members of the Board of
Directors and shall be entitled to all rights of indemnification
provided by the Bylaws of the Company or otherwise to members of the
Board of Directors.
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1.4 Shares Subject to the Plan.
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The total number of shares that may be purchased pursuant to Options
under the Plan shall not exceed 500,000 shares of Common Stock. Shares
subject to the Options which terminate or expire prior to exercise
shall be available for future Awards under the Plan without again being
charged against the limitation of 500,000 shares set forth above.
Shares issued pursuant to the Plan may be either unissued shares of
Common Stock or reacquired shares of Common Stock held in treasury.
1.5 Terms and Conditions of Options.
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All Options shall be evidenced by agreements in such form as the
Committee shall approve from time to time subject to the provisions of
Article II and Article III, as appropriate, and the following
provisions:
(a) Exercise Price. The exercise price of the Option shall
not be less than the Fair Market Value (as determined by the Committee)
of the Common Stock at the time the Option is granted.
(b) Exercise. The Committee shall determine whether the
Option shall be exercisable in full at any time during the Term or in
cumulative or noncumulative installments during the Term.
(c) Termination of Employment or Contractor Relationship. An
Optionee's Option shall expire on the expiration of the Term specified
in Section 2.1 or 3.1 as the case may be, or upon the occurrence of
such events as are specified in the agreement. In the event of exercise
of the Option after termination of employment or contractor
relationship, the Optionee may exercise the Option only with respect to
the shares which could have been purchased by the Optionee at the date
of such termination. However, the Committee may, but is not required
to, waive any requirements made pursuant to Section 1.5(b) so that some
or all of the shares subject to the Option may be exercised within the
time limitation described in this subsection. An Optionee's employment
or contractor relationship shall be deemed to terminate on the last
date for which he receives a regular wage, salary or contract payment.
Whether military, government or other service or other leave of absence
shall constitute a termination of employment shall be determined in
each case by the Committee at its discretion, and any determination by
the Committee shall be final and conclusive. A termination of
employment or contractor relationship shall not occur where the
Optionee transfers from the Company to one of its Subsidiaries or
transfers from a Subsidiary to the Company.
(d) Death or Disability. Upon termination of an Optionee's
employment or contractor relationship by reason of death or disability
(as determined by the Committee consistent with the definition of
Section 422(c)(7) of the Code), the Option shall expire on the earlier
of the expiration of (i) the date specified in the Option which in no
event shall be later than 12 months after the date of such termination,
or (ii) the Term specified in Section 2.1 or 3.1 as the case may be.
The Optionee or his successor in interest, as the case may be, may
exercise the Option only as to the shares that could have been
purchased by the Optionee at the date of his termination of employment.
However, the Committee may, but is not required to, waive any
requirements made pursuant to Section 1.5(b) so that some or all of the
shares subject to the Option may be exercised within the time
limitation described in this subsection.
(e) Payment. Payment for shares as to which an Option is
exercised shall be made in such manner and at such time or times as
shall be provided in the option agreement, including cash, Common Stock
of the Company which was previously acquired by the Optionee, or any
combination thereof. The Fair Market Value of the surrendered Common
Stock as of the date of exercise shall be determined in valuing Common
Stock used in payment for Options.
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(f) Nontransferability. No Option granted under the Plan
shall be transferable other than by will or by the laws of descent and
distribution. During the lifetime of the Optionee, an Option shall be
exercisable only by the Optionee.
(g) Additional Provisions. Each option agreement may contain
such other terms and conditions not inconsistent with the provisions of
the Plan, including the award of cash amounts, as the Committee may
deem appropriate from time to time.
1.6 Stock Adjustments; Mergers.
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(a) Generally. Notwithstanding Section 1.4, in the event the
outstanding shares are increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities
of the Company or of any other corporation by reason of any merger,
sale of stock, consolidation, liquidation, recapitalization,
reclassification, stock split up, combination of shares, stock
dividend, or transaction having similar effect, the total number of
shares set forth in Section 1.4 shall be proportionately and
appropriately adjusted by the Committee.
(b) Options. Following a transaction described in subsection
(a) above, if the Company continues in existence, the number and kind
of shares that are subject to any Option and the option price per share
shall be proportionately and appropriately adjusted without any change
in the aggregate price to be paid therefor upon exercise of the Option.
If the Company will not remain in existence or substantially all of its
voting Common Stock and Common Stock will be purchased by a single
purchaser or group of purchasers acting together, then the Committee
may (i) declare that all Options shall terminate 30 days after the
Committee gives written notice to all Optionee's of their immediate
right to exercise all Options then outstanding (without regard to
limitations on exercise otherwise contained in the Options), or (ii)
notify all Optionee's that all Options granted under the Plan shall
apply with appropriate adjustments as determined by the Committee to
the securities of the successor corporation to which holders of the
numbers of shares subject to such Options would have been entitled, or
(iii) take action that is some combination of aspects of (i) and (ii).
The determination by the Committee as to the terms of any of the
foregoing adjustments shall be conclusive and binding. Any fractional
shares resulting from any of the foregoing adjustments under this
section shall be disregarded and eliminated.
1.7 Acceleration Event.
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If an Acceleration Event occurs in the opinion of the Board of
Directors, based on circumstances known to it, the Board of Directors
may direct the Committee to declare that any or all Options granted
under the Plan shall become exercisable immediately notwithstanding the
provisions of the respective agreements granting any such Awards.
1.8 Notification of Exercise.
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Options shall be exercised by written notice directed to the Secretary
of the Company at the principal executive offices of the Company. Such
written notice shall be accompanied by any payment required pursuant to
Section 1.5(e). Exercise by an Optionee's heir or the representative of
his estate shall be accompanied by evidence of his authority to so act
in form reasonably satisfactory to the Company.
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1.9 Modification, Extension and Renewal of Awards.
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Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Awards or
accept the surrender of outstanding Awards (to the extent not
theretofore exercised) granted under the Plan or under any other plan
of the Company or a Subsidiary, and authorize the granting of new
Awards pursuant to the Plan in substitution therefor, and the
substituted Awards may bear such different or additional terms and
conditions as the Committee shall deem appropriate within the
limitations of the Plan. Notwithstanding the foregoing, however, no
modification of an Award shall, without the consent of the Grantee
holding the Award, adversely affect the rights or obligations of such
Grantee.
1.10. Compliance with Rule 16b-3.
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It is intended that the provisions of the Plan and any Award shall
comply in all respects with the terms and conditions of Rule 16b-3
under the Securities Exchange Act of 1934, as in effect on April 1,
1997 and as amended, or any successor provisions, as it relates to
persons subject to the reporting requirements of Section 16(a) of such
Act. Any agreement granting an Award shall contain such provisions as
are necessary or appropriate to assure such compliance. To the extent
that any provision hereof is found not to be in compliance with such
rule as it relates to such Act, such provision shall be deemed to be
modified so as to be in compliance with such rule, or if such
modification is not possible, shall be deemed to be null and void, as
it relates to such Grantee.
ARTICLE II
INCENTIVE STOCK OPTIONS
2.1 Terms of Incentive Stock Options.
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Each Incentive Stock Option granted under the Plan shall be exercisable
only during a Term fixed by the Committee; provided, however, that the
Term shall end no later than 10 years after the date the Incentive
Stock Option is granted.
2.2 Limitation on Options.
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The aggregate Fair Market Value of Common Stock (determined at the time
the Incentive Stock Option is granted) subject to Incentive Stock
Options granted to a Key Participant under all plans of the Key
Participant's employer corporation and its Parent or Subsidiary
corporations and that become exercisable for the first time by such Key
Participant during any calendar year may not exceed $100,000.
2.3 Special Rule for Ten Percent Shareholder.
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If at the time an Incentive Stock Option is granted, an participant or
owns stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of his employer corporation or of
its Parent or any of its Subsidiaries, as determined using the
attribution rules of Section 424(d) of the Code, then the terms of the
Incentive Stock Option shall specify that the option price shall be at
least 110% of the Fair Market Value of the stock subject to the
Incentive Stock Option and such Incentive Stock Option shall not be
exercisable after the expiration of five years from the date such
Incentive Stock Option is granted.
2.4 Interpretation.
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In interpreting this Article II of the Plan and the provisions of
individual option agreements, the Committee and the Board shall be
governed by the principles and requirements of Sections 421, 422 and
425 of the Code, and applicable Treasury Regulations.
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ARTICLE III
NONQUALIFIED STOCK OPTIONS
3.1 Terms and Conditions of Options.
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In addition to the requirements of Section 1.5, each Nonqualified Stock
Option granted under the Plan shall be exercisable only during a Term
fixed by the Committee.
3.2 Section 83(b) Election.
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The Company recognizes that certain persons who receive Nonqualified
Stock Options may be subject to restrictions regarding their right to
trade Common Stock under applicable securities laws. Such may cause
Optionee's exercising such Options not to be taxable under the
provisions of Section 83(c) of the Code. Accordingly, Optionee's
exercising such Nonqualified Stock Options may consider making an
election to be taxed upon exercise of the Option under Section 83(b) of
the Code and to effect such election will file such election with the
Internal Revenue Service within thirty (30) days of exercise of the
Option and otherwise in accordance with applicable Treasury
Regulations.
ARTICLE IV
ADDITIONAL PROVISIONS
4.1 Stockholder Approval.
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The Plan shall be submitted for the approval of the stockholders of the
Company at the first annual meeting of stockholders held subsequent to
the adoption of the Plan and in all events within one year of its
approval by the Board of Directors. If at said meeting the stockholders
of the Company do not approve the Plan, the Plan shall terminate.
4.2 Compliance with Other Laws and Regulations.
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The Plan, the grant and exercise of Options hereunder, and the
obligation of the Company to sell and deliver shares under such
Options, shall be subject to all applicable Federal and state laws,
rules, and regulations and to such approvals by any government or
regulatory agency as may be required. The Company shall not be required
to issue or deliver any certificates for shares of Common Stock prior
to (a) the listing of such shares on any stock exchange on which the
Common Stock may then be listed and (b) the completion of any
registration or qualification or exemption of such shares under any
Federal or state law, or any ruling or regulation of any government
body which the Company shall, in its sole discretion, determine to be
necessary or advisable.
4.3 Amendments.
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The Board of Directors may discontinue the Plan at any time, and may
amend it from time to time, but no amendment, without approval by
stockholders, may increase the total number of shares which may be
issued under the Plan. Other than as expressly permitted under the
Plan, no outstanding Award may be revoked or altered in a manner
unfavorable to the Grantee without the consent of the Grantee.
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4.4 No Rights As Shareholder.
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No Grantee shall have any rights as a shareholder with respect to any
share subject to his or her Option prior to the date of issuance to him
or her of a certificate or certificates for such shares.
4.5 Withholding.
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Whenever the Company proposes or is required to issue or transfer
shares of Common Stock under the Plan, the Company shall have the right
to require the Grantee to remit to the Company an amount sufficient to
satisfy any Federal, state or local withholding tax liability in such
form as the Company may determine or accept in its sole discretion,
including payment by surrender or retention of shares of Common Stock
prior to the delivery of any certificate or certificates for such
shares.
4.6 Continued Employment Not Presumed.
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This Plan and any document describing this Plan and the grant of any
Award hereunder shall not give any Optionee or other Participant a
right to continued employment or directorship by the Company or its
Subsidiaries or affect the right of the Company or its Subsidiaries to
terminate the employment or directorship of any such person with or
without cause.
4.7 Effective Date; Duration.
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The Plan shall become effective as of June 2, 2000 pursuant to Board of
Director and Stockholder approval received on such date and shall
expire on June 2, 2010. No Awards may be granted under the Plan after
June 2, 2010, but Awards granted on or before that date may be
exercised according to the terms of the related agreements and shall
continue to be governed by and interpreted consistent with the terms
hereof.
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