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Exhibit 4.1
MICROWAVE TRANSMISSION SYSTEMS, INC.
2000 STOCK BONUS PLAN
1. PURPOSE. The purpose of the 2000 Stock Bonus Plan (the "Plan") is
to advance the interest of Microwave Transmission Systems, Inc. (the
"Company") by inducing persons of outstanding ability to remain as employees
of the Company and its subsidiaries by granting additional compensation for
services which they have rendered or will hereafter render. This is
accomplished by providing for the issuance of the Company's common stock, as
described in the Company's Articles of Incorporation, as amended, (the "Common
Stock") to qualified employees.
2. ADMINISTRATION. The Plan shall be administered by the Company's
Board of Directors (the "Board"), which will issue Common Stock bonuses (each
a "Stock Bonus"). Except as specifically provided, the interpretation and
construction by the Board of any provision of the Plan or of any Common Stock
issued under the Plan shall be final, conclusive and binding upon all persons.
3. AUTHORIZED SHARES. The shares of stock subject to issuance under
the Plan shall be shares of the Company's Common Stock (the "Shares"), whether
authorized but unissued or previously issued Shares acquired or to be acquired
by the Company and held in the treasury. The maximum aggregate number of
Shares which may be subject to and issued pursuant to the Plan shall not
exceed 100,000 shares, subject to adjustment as provided in Section 7 of the
Plan.
4. ELIGIBILITY. The class of persons that shall be eligible to
receive a Stock Bonus under the Plan shall be salaried full-time employees of
the Company or any subsidiary corporation (each a "Subsidiary") of the Company.
5. GRANT OF STOCK BONUSES. A Stock Bonus may be granted under the
Plan at any time and from time to time before termination of the Plan. The
Board will determine, in its sole discretion, the persons to whom a Stock
Bonus may be granted, the number of Shares subject to each Stock Bonus, any
restrictions or limitations on such Shares including, but not limited to,
vesting, exchange, deferral, surrender, cancellation, acceleration,
termination, or forfeiture provisions related to such Shares. Each Stock Bonus
granted under the Plan shall be authorized by the Board and shall be evidenced
by a duly adopted resolution of the Board of Directors. The Board shall also
have the power to approve the form of Stock Bonus Agreement for each
recipient, which need not be identical either as among recipients or from year
to year.
6. CONDITIONS OF GRANT. The Company shall not be obligated to issue
any Shares upon the grant of a Stock Bonus unless the issuance and delivery of
such Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended (the
"Securities Act"), the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), the rules and regulations promulgated thereunder, and the
requirements of any stock market or exchange upon which the Company's Common
Stock may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
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As a condition to the grant of a Stock Bonus, the Company may require
the person receiving the grant to represent and warrant at the time of grant
that the Shares are being acquired only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required by any of the aforementioned
relevant provisions of law.
Stock certificates evidencing unregistered Shares issued upon the
grant of a Stock Bonus hereunder shall bear a restrictive securities legend
substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. THESE SECURITIES MAY NOT BE SOLD OR
OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED."
7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR REORGANIZATION OR
MERGER.
(a) CHANGES IN CAPITALIZATION. Subject to any required action by
the shareholders of the Company, the number of Shares which have been
authorized for issuance under the Plan but as to which no Stock Bonus have yet
been granted shall be proportionately adjusted for any increase or decrease in
the number of issued shares of Common Stock resulting from any of the
following: a stock split, reverse stock split, stock dividend, combination or
reclassification of the common stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; PROVIDED, HOWEVER, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made by
the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock
of any class shall affect, and no adjustment by reason thereof, shall be made
with respect to the number of shares of Common Stock subject to a Stock Bonus.
(b) REORGANIZATION OR MERGER. In the event of the proposed
dissolution or liquidation of the Company, the Plan will terminate immediately
prior to the consummation of such proposed action, unless otherwise provided
by the Board.
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8. EFFECTIVE DATE, TERMINATION, MODIFICATION AND AMENDMENT.
(a) The Plan shall become effective as of August 1, 2000, the
date on which the Board approved the Plan. The Plan was approved by the
written consent of a majority of the shareholders of the Company on August 1,
2000. However, the Plan will be subject to ratification by the Shareholders of
the Company at the 2001 annual meeting of such shareholders. If such
ratification is not obtained, then any Shares issued pursuant to a Stock Bonus
will be unregistered under the Exchange Act. Except as just provided, the
failure to obtain such approval shall not affect the effectiveness of the
Plan. No Stock Bonus may be granted after August 1, 2010 (ten years from the
effective date of the Plan).
(b) The Plan shall terminate on August 1, 2010 (ten years from
the effective date of the Plan); or sooner as provided in subparagraph (c) of
this Section 8 (the "Termination Date"). No Stock Bonus shall be granted after
the Termination Date.
(c) The Board may at any time, on or before the Termination
Date, terminate the Plan or from time to time make such modifications or
amendments to the Plan as it may deem advisable.
(d) No termination, modification or amendment of the Plan shall
adversely affect any previously issued Shares granted as a Stock Bonus under
the Plan.
9. AMENDMENT, TERMINATION AND SUSPENSION. The Board may, at any time,
terminate or, from time to time, amend, modify or suspend this Plan in whole
or in part, subject to Section 1 hereof. No Stock Bonuses may be granted under
this Plan during any suspension of this Plan or after termination of this
Plan. Termination or amendment of this Plan shall have no effect whatsoever on
any then outstanding Stock Bonuses.
10. NO RESTRICTION ON CORPORATE POWERS. The existence of the Plan and
Stock Bonuses granted hereunder shall not affect or restrict in any way the
right or power of the Board or the shareholders of the Company to make or
authorize any adjustment, recapitalization, reorganization or other change in
the Company's capital structure or business, any merger or consolidation or
the Company, any issue of obligations or equity prior to or affecting the
Company's capital stock or the rights thereof, the dissolution or liquidation
of the Company or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding.
11. NOT A CONTRACT OF EMPLOYMENT. Nothing contained in the Plan or in
any grant of a Stock Bonus shall be deemed to create or modify any contract of
employment or for personal services or to confer upon any individual to whom a
Stock Bonus may be granted hereunder any right to remain in the employ or
service of the Company.
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12. INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as members of the Board, the members of the
Board shall be indemnified by the Company against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding
to which they or any of them may be a party by reason of any action taken or
failure to act upon or in connection with the Plan or any Stock Bonus, and
against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal council selected by the Company)
or paid by them in satisfaction of a judgment of any such action, suit or
proceeding, except a judgment based on a finding of bad faith; provided that
upon the institution of any such action, suit or proceeding, a Board member
shall, in writing give the Company notice thereof and an opportunity, at its
own expense, to handle and defend the same before such Board member undertakes
to defend it on her or his own behalf.
13. DEFINITION. For purposes of the Plan, the term "Company" shall
mean Microwave Transmission Systems, Inc., a Texas corporation, and shall
include any parent or subsidiary corporation as defined in Sections 424(e) and
(f), respectively, of the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder (the "Code").
14. GOVERNING LAW. The place of administration of the Plan shall be
in the State of Texas, and the validity, construction, interpretation,
administration and effect of the Plan and of its rules and regulations, and
rights to the Plan, shall be determined in accordance with the laws of the
State of Texas and where applicable, in accordance with the Code.
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