<PAGE> 1
Exhibit 4.1
BENTON OIL AND GAS COMPANY
1999 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The 1999 Stock Option Plan (the "Plan") is intended to provide additional
incentive to certain valued and trusted directors, employees and consultants
of Benton Oil and Gas Company, a Delaware corporation, and its subsidiaries or
other affiliates (Benton Oil and Gas Company and/or its subsidiaries and other
affiliates, as the context may require, is/are referred to herein as the
"Company"), by encouraging them to acquire shares of the $.01 par value common
stock of the Company (the "Stock") through options to purchase Stock granted
pursuant to the Plan ("Options"), thereby increasing such directors',
employees' and consultants' proprietary interest in the business of the
Company and providing them with an increased personal interest in the
continued success and progress of the Company, the result of which will
promote both the interests of the Company and its shareholders.
Options granted under the Plan will be either options intended to qualify
as incentive stock options ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), subject to paragraph
15 or non-qualified options ("NQOs"). Each director or employee granted an
Option (an "Optionee") shall enter into an agreement with the Company (the
"Option Agreement") setting forth the terms and conditions of the Option, as
determined in accordance with this Plan.
2. ADMINISTRATION OF PLAN
This Plan shall be administered by the Compensation and Stock Option
Committee of the Board of Directors of the Company (the "Committee"), to be
composed of two (2) or more members of the Board of Directors of the Company
who shall be appointed from time to time by the Board of Directors. The
Committee shall have the sole and absolute power to make all determinations
with respect to the administration of the Plan:
a. Subject to the provisions of the Plan, to determine the terms and
conditions, of all Options; to construe and interpret the Plan and Options
granted under it; to determine the time or times an Option may be exercised,
the number of shares as to which an Option may be exercised at any one time,
and may when an Option may terminate; to establish, amend and revoke rules and
regulations relating to the Plan and its administration; and to correct any
defect, supply any omission, or reconcile any inconsistency in the Plan, or in
any Option Agreement, in a manner and to the extent it shall deem necessary,
all of which determinations and interpretations made by the Committee shall be
conclusive and binding on all Optionees, any other holders of Option and on
their legal representatives and beneficiaries;
b. To determine all questions of policy and expediency that may arise in
the administration of the Plan and generally exercise such powers and perform
such acts as are deemed necessary or expedient to promote the best interests
of the Company; and
c. Except to the extent prohibited by, or impermissible in order to obtain
treatment desired by the Committee under, applicable law or rule, to allocate
or delegate all or any portion of its powers and responsibilities to any one
or more of its members or to any person(s) selected by it, subject to
revocation or modification by the Committee of such allocation or delegation.
3. SHARES SUBJECT TO THE PLAN
Subject to the provisions of paragraph l3 below, the Stock which may be
issued pursuant to Options granted under the Plan shall not exceed in the
aggregate 2,500,000 shares. If any Options granted under the Plan terminate,
expire or are surrendered without having been exercised in full, the number of
shares of Stock not purchased under such Options shall be available again for
the purpose of the Plan.
<PAGE> 2
4. PERSONS ELIGIBLE FOR OPTIONS
a. All directors, employees and consultants of the Company shall be
eligible to receive the grant of Options under the Plan. The Committee shall
determine the employees, directors and consultants to whom Options shall be
granted, the time or times such Options shall be granted, the type of Option
to be granted, the number of shares to be subject to each Option and the times
when each Option may be exercised; provided, however, no Optionee shall be
granted during any calendar year Options under the Plan to purchase more than
250,000 shares of Stock. An Optionee, if he or she is otherwise eligible, may
be granted additional Options. An employee, director or consultant may be
granted ISOs or NQOs or both under the Plan; provided, however, that the grant
of ISOs and NQOs to an employee, director or consultant shall be the grant of
separate Options and each ISO and each NQO shall be specifically designated as
such in accordance with the applicable provisions of the Department of
Treasury regulations.
b. With respect to the granting of ISOs only, no ISO will be granted to an
Optionee, and an attempted grant of such an ISO will be void, if the aggregate
Fair Market Value Per Share (as defined below), determined by the Committee at
the time an ISO is granted, of the Stock with respect to which the ISO and
previously granted ISOs are exercisable for the first time by such Optionee
during any calendar year (under all such plans of the Company) exceeds
$100,000 or such other amount as may be specified in Section 422(d) of the
Code.
5. PURCHASE PRICE
a. The purchase price of each share of Stock covered by each ISO shall not
be less than one hundred percent (100%) of the Fair Market Value Per Share (as
defined below) of the Stock on the date the ISO is granted; provided, however,
if when an ISO is granted the Optionee receiving the ISO owns or will be
considered to own by reason of Section 424(d) of the Code more than ten
percent (10%) of the total combined voting power of all classes of stock of
the Company, the purchase price of the Stock covered by such ISO shall not be
less than one hundred and ten percent (110%) of the Fair Market Value Per
Share of the Stock on the date the ISO is granted. The purchase price of each
share of Stock covered by each NQO shall be set from time to time by the
Committee.
b. "Fair Market Value Per Share" of the Stock shall mean: (i) if the Stock
is not publicly traded, the amount determined by the Committee on the date of
the grant of the Option; (ii) if the Stock is traded only otherwise than on a
securities exchange and is not reported on The Nasdaq National Market
("Nasdaq"), the closing quoted selling price of the Stock on the date of grant
of the Option as quoted in "pink sheets" published by the National Daily
Quotation Bureau; (iii) if the Stock is traded only otherwise than on a
securities exchange and is reported on Nasdaq, the closing Nasdaq reported
sales price of the Stock on the date of grant of the Option, as reported in
the Wall Street Journal; or (iv),if the Stock is admitted to trading on a
securities exchange, the closing quoted selling price of the Stock on the date
of grant of the Option, as reported in the Wall Street Journal. For purposes
of Items (i) through (iv) of this paragraph, if there were no sales on the
date of the grant of an Option, the Fair Market Value Per Share shall be
determined by the Committee in accordance with Section 20.2031-2 of the
Federal Estate Tax Regulations.
6. DURATION OF OPTIONS
Subject to earlier termination as provided herein, any outstanding Option
and all unexercised rights thereunder shall expire and terminate automatically
upon the earlier of (i) the cessation of the employment of the Optionee by the
Company for any reason other than retirement under normal Company policies,
death or disability or, as to Options received as a director, the cessation of
service as a director or consultant of the Company other than by reason of
death or disability; (ii) the date which is three months following the
effective date of the Optionee's retirement from the Company's service under
normal Company policies; (iii) the date which is one year following the date
on which the Optionee's service with the Company (as an employee, consultant
or a director, as applicable) ceases due to death or disability, (iv) the date
of expiration or termination of the Option determined by the Committee at the
time the Option is granted; and (v) the tenth (10th) annual anniversary date
of the granting of the Option, or, if when an ISO is granted the Optionee owns
(or would be considered to own by reason of Section 424(d) of the Code) more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company, then on the fifth (5th) such anniversary; provided,
however, that the Committee shall have the right, but
2
<PAGE> 3
not the obligation, to extend the expiry of some or all of the Options held by
an Optionee whose service with the Company as an employee, consultant or a
director has ceased for any reason to a date up to the end of their original
terms, notwithstanding that such Options may no longer qualify as ISOs under
the Code.
7. EXERCISE OF OPTIONS
An Option may be exercisable in installments or otherwise upon such terms
as the Committee shall determine when the Option is granted. As a condition of
the exercise, in whole or in part, of any Option, the Committee may require
the Optionee to pay, in addition to the purchase price of the Stock covered by
the Option, an amount equal to any Federal, state, local and foreign taxes
that may be required to be withheld in connection with the exercise of such
Option. Notwithstanding the foregoing, the Committee may authorize the
Company's officers to establish procedures for the satisfaction of an
Optionee's withholding tax liability incurred upon exercise of an Option by
enabling the Optionee to authorize the Company to retain from the total number
of shares to be issued pursuant to such Option exercise that number of shares
(based on the then Fair Market Value Per Share as determined by the Committee)
that will satisfy the withholding tax due.
8. METHOD OF EXERCISE
a. When the right to purchase shares accrues, Options may be exercised by
giving written notice to the Company stating the number of shares for which
the Option is being exercised, accompanied by payment in full by cash, or its
equivalent, acceptable to the Company, of the purchase price for the shares
being purchased and, if applicable, any Federal, state, local or foreign taxes
required to be withheld in accordance with the provisions of paragraph 7
above. Such additional or different procedures or requirements for the
exercise of Options may be established from time to time by or as directed by
the Committee.
b. In the Committee's discretion, payment of the purchase price for the
shares may be made in whole or in part with other shares of Stock of the
Company which are free and clear of all liens and encumbrances. The value of
the shares of Stock tendered in payment for the shares being purchased shall
be the Fair Market Value Per Share on the date of the Optionee's notice of
exercise.
c. Notwithstanding the foregoing, the Company shall have the right to
postpone the time of delivery of the shares for such period as may be required
for the Company, with reasonable diligence, to comply with any applicable
listing requirements of any national securities exchange or Nasdaq or any
Federal, state, local or foreign law. If the Optionee, or other person
entitled to exercise the Option, fails to timely accept delivery of and pay
for the shares specified in such notice, the Committee shall have the right to
terminate the Option with respect to such shares.
9. CHANGE OF CONTROL PROVISIONS
a. Impact of Event. Notwithstanding any other provision of the Plan or the
Option Agreement to the contrary, in the event of a Change of Control, any
Options outstanding as of the date such Change in Control is determined to
have occurred, and which are not then exercisable and vested, shall become
fully exercisable and vested to the full extent of the original grant.
b. Definition of Change in Control. For purposes of the Plan, a "Change in
Control" shall mean the happening of any of the following events:
(i) The acquisition by any individual, entity or group (with the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 51% or
more of either (A) the then outstanding shares of common stock of the
Company (the "Outstanding Company Common Stock") or (B) the combined
voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that, for purposes of this
subsection (i), the following acquisitions shall not constitute a Change
of Control: (1) any acquisition directly from the Company, (2) any
acquisition by the Company, (3) any acquisition by any
3
<PAGE> 4
employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or (4) any
acquisition by any corporation pursuant to a transaction which complies
with clauses (A), (B) and (C) of subsection (iii) of this Section 9; or
(ii) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election
by the Company's stockholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
(iii) Approval by the stockholders of the Company of a reorganization,
merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company or the acquisition of
assets or stock of another corporation (a "Business Combination"), in each
case, unless, following such Business Combination, (A) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially won, directly or indirectly, more than 60% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (B) no Person (excluding
any corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination
or the combined voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership existed prior to
the Business Combination and (C) at least a majority of the members of the
board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board,
providing for such Business Combination; or
(iv) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
10. TRANSFERABILITY OF OPTIONS
Except as otherwise determined by the Committee, no Option granted under
the Plan shall be assignable or transferable by the Optionee, either
voluntarily or by operation of law, other than by will or the laws of
descent and distribution, and, during the lifetime of the Optionee, shall be
exercisable only by the Optionee.
11. CONTINUANCE OF EMPLOYMENT
Nothing contained in the Plan or in any Option granted under the Plan
shall confer upon any Optionee any rights with respect to the continuation
of employment by the Company or interfere in any way with the right of the
Company (subject to the terms of any separate employment agreement to the
contrary) at any time to terminate such employment or to increase or
decrease the compensation of the Optionee from the rate in existence at the
time of the granting of any Option.
4
<PAGE> 5
12. RESTRICTIONS ON SHARES
If the Company shall be advised by counsel that certain requirements under
the Federal, state or foreign securities laws must be met before Stock may
be issued under this Plan, the Company shall notify all persons who have
been issued Options, and the Company shall have no liability for failure to
issue Stock under any exercise of Options because of delay while such
requirements are being met or the inability of the Company to comply with
such requirements.
13. PRIVILEGE OF STOCK OWNERSHIP
No person entitled to exercise any Option granted under the Plan shall
have the rights or privileges of a shareholder of the Company for any shares
of Stock issuable upon exercise of such Option until such person has become
the holder of record of such shares. No adjustment shall be made for
dividends or other rights for which the record date is prior to the date on
which such person becomes the holder of record, except as provided in
paragraph 13 below.
14. ADJUSTMENT
a. If the number of outstanding shares of Stock are increased or
decreased, or such shares are exchanged for a different number or kind of
shares or securities of the Company through reorganization, merger,
recapitalization, reclassification, stock dividend, stock split, reverse
stock split, combination of shares, or other similar transaction, the
aggregate number of shares of Stock subject to the Plan as provided in
paragraph 3 above, the maximum number of shares under Options that may be
granted to an Optionee during any calendar year specified in paragraph 4(a)
above, and the shares subject to issued and outstanding Options under the
Plan shall be appropriately and proportionately adjusted by the Committee.
Any such adjustment in an outstanding Option shall be made without change in
the aggregate purchase price applicable to the unexercised portion of the
Option but with an appropriate adjustment in the price for each share or
other unit of any security covered by the Option. In the event the Committee
determines that any dividend or other distribution (whether in the form of
cash, shares of Stock, other securities, or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of
shares of Stock or other securities of the Company, issuance of warrants or
other rights to purchase shares of Stock or other securities of the Company,
or other similar transaction or event affects the shares of Stock or other
securities or property then covered by Options such that an adjustment other
than as provided in the foregoing portion of this subparagraph (a) is
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan and Options
granted thereunder, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of (i) the number and kind of shares of stock
(or other securities or property) which thereafter may be made the subject
of Options, (ii) the number and kind of shares of stock (or other securities
or property) subject to outstanding Options, (iii) the purchase price with
respect to any outstanding Options, or, if deemed appropriate, make
provision for a cash payment to the holders of outstanding Options, and (iv)
the aggregate number of shares of Stock or number and kind of other
securities or property subject to the Plan and the maximum number of shares
or other securities or property under Options that may be granted to an
Optionee during any calendar year specified in paragraph 4(a) above.
b. Notwithstanding subparagraph (a) of this paragraph, upon the
dissolution or liquidation of the Company, or upon a reorganization, merger
or consolidation of the Company with one or more entities as a result of
which the Company is not the surviving or resulting entity, or upon a sale
of substantially all of the assets of the Company or the transfer of more
than 80% of the then outstanding Stock of the Company to another entity or
person, the Plan and any Options granted under the Plan shall terminate upon
the consummation of the transaction (provided, such Options may be exercised
effective simultaneously with such consummation to the extent otherwise
exercisable, giving effect to any acceleration thereof by reason of such
consummation), and the Committee shall have the right, but shall not be
obligated, to accelerate the time in which any Option may be exercised prior
to such termination, unless provision shall be made in writing in connection
with such transaction for the continuance of the Plan, for the assumption of
Options previously granted or the substitution for such Options of new
options to purchase the stock of a successor or resulting entity, or parent
or subsidiary thereof, with appropriate adjustments as to number and kind of
shares and the option price, in which event the Plan and Options previously
granted shall continue in the
5
<PAGE> 6
manner and under the terms so provided; provided, however, that the
Committee or the Board of Directors shall have the authority to amend this
paragraph to provide for a requirement that a successor or resulting entity
assume any outstanding Options.
c. Adjustments under this paragraph 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 or in connection with any such adjustment.
15. AMENDMENT AND TERMINATION OF PLAN AND SHAREHOLDER APPROVAL
a. The Board of Directors of the Company, may, from time to time, suspend
or terminate the Plan or amend or revise the terms of the Plan; provided
that if and to the extent required by applicable law or rule, any such
amendment to the Plan shall be subject to approval by a majority of votes
cast at a meeting of shareholders at which a quorum representing a majority
of the Stock is present in person or by proxy or such other vote as may be
required by such law or rule.
It is currently not anticipated that the Plan will be submitted to the
shareholders of the Company for approval and therefore, ISO's would not be
granted under the Plan. However, if the Plan is approved by the
shareholders, or is otherwise eligible for ISO's, then the Options granted
may be ISO's from the date of adoption forward.
b. Subject to the provisions in paragraph 14 above, the Plan shall
terminate on November 12, 2009.
c. Subject to the provisions in paragraph 14 above, no amendment,
suspension or termination of this Plan shall, without the consent of the
Optionee, adversely affect the rights of such Optionee under any Option
previously granted to such Optionee under the Plan.
16. EFFECTIVE DATE OF PLAN
The Plan shall become effective November 12, 1999.
6
