Exhibit 4
THE 2000 STOCK OPTION PLAN OF AMERIRESOURCE TECHNOLOGIES, INC.
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AmeriResource Technologies, Inc., a Delaware corporation (the "Company"),
hereby adopts the 2000 Stock Option Plan of AmeriResource Technologies, Inc.
(this "Plan"), on this the 23rd day of August, 2000. Under this Plan, the
Company may grant options to acquire (the "Options") One Hundred Million
(100,000,000) shares of its common stock, par value $0.0001 (the "Stock"), from
time to time to employees of the Company or its subsidiaries, all on the terms
and conditions set forth herein. In addition, at the discretion of the Board of
Directors, options to acquire stock of the Company may from time to time be
granted under this Plan to other individuals, including consultants or advisors,
who contribute to the success of the Company or its subsidiaries and are not
employees of the Company or its subsidiaries, provided that bona fide services
shall be rendered by consultants and advisors and such services shall not be in
connection with the offer or sale of securities in a capital-raising transaction
and do not directly or indirectly promote or maintain a market in our
securities.
1. Purpose of this Plan. This Plan is intended to aid the Company in maintaining
and developing a management team, and in attracting new personnel as needed and
to provide such personnel with an incentive to remain employees of the Company,
to use their best efforts to promote the success of the Company's business, and
to provide them with an opportunity to obtain or increase a proprietary interest
in the Company. It is also designed to permit the Company to reward those
individuals who are not employees of the Company but who management perceives to
have contributed to the success of the Company, or who are important to the
continued business and operations of the Company. The above goals will be
achieved through the granting of Options.
2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of governing law, the Board may delegate administration of
this Plan or specific administrative duties with respect to this Plan on such
terms and to such committees of the Board as it deems proper (hereinafter the
Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. The grant of any Option approved
by a majority vote of those Plan Administrators attending a duly and properly
held meeting shall be valid. Any Option approved by the Plan Administrators
shall be approved as specified by the Board at the time of delegation.
3. Shares of Stock Subject to this Plan. A total of One Hundred Million
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(100,000,000) shares of Stock may be subject to, or issued pursuant to, Options
granted under this Plan.
4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.
5. Eligibility. The Plan Administrators may grant Options to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the
Company, or its subsidiaries, including consultants and advisors, provided that
such consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market in our securities. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
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Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Options shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.
6. Term of Options and Certain Limitations on Right to Exercise.
a. Each Option shall have its term established by the Plan Administrators
at the time the Option is granted but in no event may such term exceed one
(1) year.
b. The term of the Option, once it is granted, may be reduced only as
provided for in this Plan and under the express written provisions of the
Option.
c. Unless otherwise specifically provided by the written provisions of the
Option or required by applicable disclosure or other legal requirements
promulgated by the Securities and Exchange Commission ("SEC"), no
participant of this Plan or his or her legal representative, legatee, or
distributee will be, or shall be deemed to be, a holder of any shares
subject to an Option unless and until such participant exercises his or her
right to acquire all or a portion of the Stock subject to the Option and
delivers the full exercise price to the Company in accordance with the
terms of this Plan and the Option and then only as to the number of shares
of Stock validly acquired. Except as specifically provided in this Plan or
as otherwise specifically provided by the written provisions of the Option,
no adjustment to the exercise price or the number of shares of Stock
subject to the Option shall be made for dividends or other rights for which
the record date is prior to the date on which the Stock subject to the
Option is acquired by the holder.
d. The number of shares of common stock subject to an Option shall be
adjusted to take into account any stock splits, stock dividends,
recapitalization of the common stock as provided in the stock option plan.
e. Options shall vest and become exercisable at such time or times and on
such terms as the Plan Administrators may determine at the time Options are
granted, subject to this Plan's requirements and restrictions.
f. Options may contain such other provisions, including further lawful
restrictions on the vesting and exercise of the Options as the Plan
Administrators may deem advisable.
g. In no event may an Option be exercised after the expiration of its term.
h. Options shall be non-transferable, except by the laws of descent and
distribution.
7. Exercise Price. At the time Options are granted, the Plan Administrators
shall establish the exercise price payable to the Company for shares to be
obtained pursuant to Options.
8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.
9. Withholding. If the grant or exercise of an Option is subject to withholding
or other trust fund payment requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), or applicable state or local laws, the Company may
initially pay the Optionee's liability and be reimbursed by Optionee no later
than six months after such liability arises and as a condition of accepting
Options hereunder, all Optionees hereby agree to such reimbursement terms.
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10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, in its
discretion, may adjust the Options, issue replacements, or declare Options void.
11. Options to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Options
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Options made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.
12. Listing and Registration of Shares. Each unexercised Option shall be subject
to the requirement that, if at any time, the Plan Administrators shall
determine, in its sole discretion, that it is necessary or desirable to list,
register, or qualify the shares covered by unexercised Options on any securities
exchange or under any state or federal law, or obtain the consent or approval of
any governmental agency or regulatory body as a condition of, or in connection
with, the granting of such Option or the issuance or purchase of shares
thereunder, such Option may not be exercised in whole or in part unless and
until such listing, registration, consent, or approval shall have been effected
or obtained free of any conditions not acceptable to the Plan Administrators.
13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the eighty-millionth share is issued hereunder.
14. Amendment of this Plan. This Plan may not be amended more than once during
any six-month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock options as they may be amended from time to time,
such amendment or modification shall also be approved by the shareholders of the
Company.
ATTEST:
/s/ Delmar Janovec
Delmar Janovec, President
