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EXHIBIT 4.1
THE PRESLEY COMPANIES
1991 STOCK OPTION PLAN
1. Purpose.
The purpose of this 1991 Stock Option Plan (the "Plan") of The Presley
Companies, a Delaware corporation (the "Company"), is to secure for the Company
and its stockholders the benefits arising from stock ownership by selected key
employees, directors, consultants and advisers, of the Company or its
subsidiaries, as the Committee (hereinafter defined) may from time to time
determine. The Plan will provide a means whereby (i) such employees may purchase
shares of the Common Stock of the Company pursuant to options which will qualify
as "incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code") and (ii) such employees or other persons may
purchase shares of the Common Stock of the Company pursuant to "non-incentive"
or "non-qualified" stock options. The Plan has been duly adopted by the Board of
Directors and the stockholders of the Company.
2. Administration.
The Plan shall be administered by a Stock Option Committee (the
"Committee") consisting of two or more directors, to whom administration of the
Plan has been duly delegated. The Committee shall be appointed by the Board of
Directors of the Company, but no director shall be appointed to the Committee
who has been granted or awarded equity securities of the Company pursuant to the
Plan or (except as described in paragraph (c)(2)(i) of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended) any other plan of the
Company or its affiliates during the period of one year prior to such
appointment. Any action of the Committee with respect to administration of the
Plan shall be taken by a majority vote or written consent of its members.
Subject to the provisions of the Plan, the Committee shall have
authority (i) to construe and interpret the Plan, (ii) to define the terms used
herein, (iii) to prescribe, amend and rescind rules and regulations relating to
the Plan, (iv) to determine the individuals to whom and the time or times at
which options shall be granted, whether such options will be incentive stock
options or non-qualified stock options, the number of shares to be subject to
each option, the option price, the number of installments, if any, in which each
option may be exercised, and the duration of each option, (v) to approve and
determine the duration of leaves of absence which may be granted to participants
without constituting a termination of their employment for the purposes of the
Plan, and (vi) to make all other determinations necessary or advisable for the
administration of the Plan. All determinations and interpretations made by the
Committee shall be binding and conclusive on all participants in the Plan and
their legal representatives and beneficiaries.
3. Shares Subject to the Plan.
Subject to adjustment as provided in paragraph 15 hereof, the shares to
be offered under the Plan shall consist of the Company's authorized but unissued
Common Stock, and the aggregate amount of such stock which may be issued upon
exercise of all options under the Plan shall not exceed nine hundred twenty five
thousand (925,000) of such shares. If
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any option granted under the Plan shall expire or terminate for any reason
without having been exercised in full, the unpurchased shares subject thereto
shall again be available for options to be granted under the Plan.
4. Eligibility and Participation.
All key employees, directors (other than Committee members), consultants
and advisers, of the Company or of any subsidiary corporation (as defined in
Section 425(f) of the Code) shall be eligible for selection to participate in
the Plan, except that only regular employees of the Company or a subsidiary may
receive incentive stock options under the Plan. An individual who has been
granted an option may, if such individual is otherwise eligible, be granted an
additional option or options if the Committee shall so determine, subject to the
other provisions of the Plan. No incentive stock option may be granted to any
person who, at the time the incentive stock option is granted, owns shares of
the Company's outstanding Common Stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company (and of
its affiliates, if applicable), unless the exercise price of such option is at
least 110 percent (110%) of the fair market value of the stock subject to the
option and such option by its terms is not exercisable after the expiration of
five years from the date such option is granted.
The aggregate fair market value (determined at the time the options are
granted) of the shares covered by incentive stock options granted to any one
employee under this Plan or any other incentive stock option plan of the Company
which may become exercisable for the first time in any one calendar year shall
not exceed $100,000; provided, however, that if the Code or the regulations
thereunder shall permit a greater amount of incentive stock options to vest in
any calendar year, then such higher limit shall be applicable, subject to the
provisions of the specific option agreement.
All options granted under the Plan shall be granted within ten years
from August 7, 1991.
5. Duration of Options.
Each option and all rights associated therewith shall expire on such
date as the Committee may determine, and shall be subject to earlier termination
as provided herein; provided, however, that in the case of incentive stock
options, each incentive stock option and all rights associated therewith shall
expire in any event within ten (10) years of the date on which such incentive
stock option is granted.
6. Purchase Price.
The purchase price of the stock covered by each option shall be
determined by the Committee, but in the case of incentive stock options, shall
be not less than one hundred percent (100%) of the fair market value of such
stock on the date the incentive stock option is granted. The purchase price of
the shares upon exercise of an option shall be paid in full at the time of
exercise (i) in cash or by check payable to the order of the Company, (ii) by
delivery of shares of Common Stock of the Company already owned by, and in the
possession of the option holder, (iii) by delivery to a broker of a copy of the
notice of exercise, specifying the number of options to be exercised and
instructing the broker to sell
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the shares issuable upon exercise of the option and to deliver to the Company
from the sale proceeds of such shares an amount equal to the exercise price of
the options, or (iv) if authorized by the Committee or if specified in the
option being exercised, by a promissory note made by option holder in favor of
the Company, upon the terms and conditions determined by the Committee and
secured by the shares issuable upon exercise complying with applicable law
(including, without limitation, state corporate and federal margin
requirements), or any combination thereof. Shares of Common Stock used to
satisfy the exercise price of an option shall be valued at their fair market
value determined (in accordance with paragraph 8 hereof) as of the close of the
business day immediately preceding the date of exercise. Deliveries of cash,
shares, and notices to the Company shall be directed to the Secretary of the
Company.
7. Exercise of Options.
Each option granted under this Plan shall be exercisable in such
installments during the period prior to its expiration date as the Committee
shall determine, but in no event shall any option be exercisable for at least
six months after the date of grant. Unless otherwise determined by the
Committee, if the option holder shall not in any given installment period
purchase all of the shares which the option holder is entitled to purchase in
such installment period, then the option holder's right to purchase any shares
not purchased in such installment period shall continue until the expiration
date or sooner termination of the option holder's option. No option may be
exercised for a fraction of a share and no partial exercise of any option may be
for less than one hundred (100) shares.
8. Fair Market Value of Common Stock.
The fair market value of a share of Common Stock of the Company shall be
determined for purposes of the Plan by reference to the closing price on the
principal stock exchange on which such shares are then listed, or if such shares
are not then listed on a stock exchange, by reference to the closing price (if a
National Market issue) or the mean between the bid and asked price (if other
over-the-counter issue) of a share as supplied by the National Association of
Securities Dealers through NASDAQ (or its successor in function), in each case
as reported by The Wall Street Journal, for the business day immediately
preceding the date on which the option or stock appreciation right is granted or
exercised (or, if for any reason no such price is available, in such other
manner as the Committee may deem appropriate to reflect the then fair market
value thereof).
9. Withholding Tax.
Upon (i) the disposition by an employee or other person of shares of
Common Stock acquired pursuant to the exercise of an incentive stock option
granted pursuant to the Plan within two years of the granting of the incentive
stock option or within one year after exercise of the incentive stock option or
(ii) the exercise by an employee or other person of "non-incentive" or
"non-qualified" options; the Company shall have the right to require such
employee or other person to pay the Company, the amount of any taxes which the
Company in its sole determination, may be required to withhold with respect to
such shares.
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10. Non-Transferability.
All options granted under the Plan shall, by their terms, be
non-transferable by the option holder, either voluntarily or by operation of
law, otherwise than by will or the laws of descent and distribution, and shall
be exercisable during option holder's lifetime only by the option holder,
regardless of any community property interest therein of the spouse of the
option holder, or such spouse's successors in interest. If the spouse of the
option holder shall have acquired a community property interest in any such
option, the option holder, or the option holder's permitted successors in
interest, may exercise the option on behalf of the spouse of the option holder
or such spouse's successors in interest.
11. Holding of Stock After Exercise of Option.
Any option may provide that the option holder, by accepting such option,
represents and agrees, for the option holder and the option holder's permitted
transferees (by will or the laws of descent and distribution), that none of the
shares purchased upon exercise of the option will be acquired with a view to any
sale, transfer or distribution of said shares in violation of the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder, or
any applicable state "blue sky" laws, and the person entitled to exercise the
same shall furnish evidence satisfactory to the Company (including a written and
signed representation) to that effect in form and substance satisfactory to the
Company, including an indemnification of the Company in the event of any
violation of the Securities Act of 1933 or state blue sky law by such person.
12. Termination of Employment.
If a holder of an incentive stock option ceases to be employed by the
Company or one of its subsidiaries for any reason other than the option holder's
death or permanent disability (within the meaning of Section 105(d)(4) of the
Code), the option holder's incentive stock option shall be exercisable for a
period of three (3) months after the date option holder ceases to be an employee
of the Company or such subsidiary (unless by its terms it sooner expires) to the
extent exercisable on the date of such cessation of employment and shall
thereafter expire and be void and of no further force or effect. A leave of
absence approved in writing by the Committee shall not be deemed a termination
of employment for the purposes of this paragraph 12, but no incentive stock
option may be exercised during any such leave of absence, except during the
first three (3) months thereof. Termination of employment or other relationship
with the Company by the holder of a non-qualified stock option will have the
effect specified in the individual option agreement, as determined by the
Committee.
13. Death or Permanent Disability of Option Holder.
If the holder of an incentive stock option dies or becomes permanently
disabled while option holder is employed by the Company or one of its
subsidiaries, option holder's option shall expire one (1) year after the date of
such death or permanent disability unless by its terms it sooner expires. During
such period after death, such option may, to the extent that it remained
unexercised (but exercisable by the option holder according to such option's
terms) on the date of such death, be exercised by the person or persons to whom
the option
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holder's rights under the option shall pass by option holder's will or by the
laws of descent and distribution. The death or disability of a holder of a
non-qualified stock option will have the effect specified in the individual
option agreement as determined by the Committee.
14. Privileges of Stock Ownership.
No person entitled to exercise any option granted under the Plan shall
have any of the rights or privileges of a stockholder of the Company in respect
of any shares of stock issuable upon exercise of such option until certificates
representing such shares shall have been issued and delivered. No shares shall
be issued and delivered upon the exercise of any option unless and until there
shall have been full compliance with all applicable requirements of the
Securities Act of 1933 (whether by registration or satisfaction of exemption
conditions), all applicable listing requirements of any national securities
exchange on which shares of the same class are then listed and any other
requirements of law or of any regulatory bodies having jurisdiction over such
issuance and delivery.
15. Adjustments.
If the outstanding shares of the Common Stock of the Company are
increased, decreased, changed into or exchanged for a different number or kind
of shares or securities of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
similar transaction, an appropriate and proportionate adjustment shall be made
in the maximum number and kind of shares as to which options may be granted
under this Plan. A corresponding adjustment changing the number or kind of
shares allocated to unexercised options or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Any such
adjustment in the outstanding options shall be made without change in the
aggregate purchase price applicable to the unexercised portion of the option but
with a corresponding adjustment in the price for each share or other unit of any
security covered by the option.
Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all the property or more than eighty percent
(80%) of the then outstanding stock of the Company to another corporation,
subject to the following sentence, the Plan shall terminate and all options
theretofore granted hereunder shall terminate and be of no further force and
effect. Notwithstanding the foregoing, the Committee shall provide in writing in
connection with any such transaction for any or all of the following
alternatives (separately or in combination): (i) for the options theretofore
granted to become immediately exercisable notwithstanding the provisions of
paragraph 7 hereof; (ii) for the assumption by the successor corporation of the
options theretofore granted or the substitution by such corporation for such
options of new options covering the stock of the successor corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kind of shares and prices; (iii) for the continuance of the Plan by such
successor corporation in which event the Plan and the options theretofore
granted shall continue in the manner and under the terms so provided, or (iv)
for the payment in cash or stock in lieu of and in complete satisfaction of such
options.
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Adjustments under this paragraph 15 shall be made by the Committee,
whose determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding and conclusive. No fractional shares of stock
shall be issued under the Plan upon any such adjustment.
At the discretion of the Committee, any option may contain provisions to
the effect that upon the happening of certain events, including a change in
control (as defined by the Committee in the option) of the Company, any
outstanding options not theretofore exercisable shall immediately become
exercisable in their entirety, notwithstanding any of the other provisions of
the option.
16. Amendment and Termination of Plan.
The Committee may at any time suspend or terminate the Plan. The
Committee may also at any time amend or revise the terms of the Plan, provided
that no such amendment or revision shall, unless appropriate stockholder
approval of such amendment or revision is obtained, increase the maximum number
of shares in the aggregate which may be sold pursuant to options granted under
the Plan, except as permitted under the provisions of paragraph 15, or change
the minimum purchase price of incentive stock options set forth in paragraph 6,
or increase the maximum term of incentive stock options provided for in
paragraph 5, or permit the granting of options to anyone other than as provided
in paragraph 4.
Notwithstanding the foregoing, no amendment, suspension or termination
of the Plan shall, without specific action of the Committee and the consent of
the option holder, in any way modify, amend, alter or impair any rights or
obligations under any option theretofore granted under the Plan.
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