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EXHIBIT 4
BAOA, INC.
2000 STOCK AWARD PLAN
1. PURPOSE OF THE PLAN. The BAOA, Inc. 2000 Stock Award Plan (the
"Plan") is intended attract, retain, motivate and reward officers, directors,
employees of, and subsidiaries of the Company, who are and will be contributing
to the success of the business of the Company; to provide competitive incentive
compensation opportunities; and to further opportunities for stock ownership by
such employees and consultants in order to increase their proprietary interest
in the Company. It is the intention of the Company that the Plan comply with the
definition of an "employee benefit plan" contained in Rule 405 under the
Securities Act of 1933, as amended, (the "Act"), and that awards be made only to
"employees" as defined in Rule 405. Accordingly, the Company may from time to
time, grant to selected officers, directors, employees and consultants
("participants") awards ("awards") of shares of common stock of the Company, no
par value ("Shares"), subject to the terms and conditions hereinafter provided.
2. ADMINISTRATION OF THE PLAN. The Board of Directors of the Company
(the "Board") shall administer this Plan. The Board is authorized to interpret
the Plan and may from time to time adopt such rules and regulations for carry
out the Plan, as it may deem appropriate, including rules and regulations to
comply with the requirements of Rule 16(b) (3) under the Securities Exchange Act
of 1934. No Director shall be eligible to vote or decide upon awards to such
Director under the Plan. Decisions of the Board in connection with the
administration of the Plan shall be final, conclusive, and binding upon all
parties, including the Company, shareholders, officers, directors, employees and
consultants.
Subject to the terms, provisions, and conditions of this Plan as
set forth herein, the Board shall have sole discretion and authority:
(a) To select the officers, directors, employees and
consultants to be awarded Shares (it being understood that more
than one award may be granted to the same employee or consultant);
(b) To determine the number of Shares to be awarded to each
recipient;
(c) To determine the time or times when the awards may be
granted;
(d) To prescribe the form of stock legend for the
certificates of Shares or other instruments, if any, evidencing any
awards, granted under the Plan; and
(e) To cause Shares to be registered on form S-8 under the
Act either prior or subsequent to the making of an award.
3. SHARES SUBJECT TO THE PLAN. The aggregate number of Shares, which may
be awarded under the Plan, shall not exceed 10,000,000 shares of common stock of
the Company. Shares to be awarded under the Plan shall be made available, at the
discretion of the Board, either from the authorized but unissued shares of the
Company or from shares of common stock reacquired by the Company, including
shares purchased in the open market.
4. ELIGIBILITY. Shares shall be awarded only to employees (the term
"employees" shall include officers, directors) and consultants to the Company,
it being the intention of the Company that awards shall be made only to persons
who satisfy the definition of "employee" contained in Rule 405 under the Act.
5. AWARDS AND CERTIFICATES. Each recipient shall be issued a certificate
in respect of Shares awarded under the Plan. Such certificate shall be
registered in the name of the participant, and shall bear an appropriate
restrictive legend on its face, unless such Shares have been registered under
the Act. The Company may register on Form S-8 under the Act, on behalf of the
recipients, the share issued or to be issued pursuant to the Plan.
6. TERMINATION AND AMENDMENT. The Board may amend, suspend, or terminate
the Plan at any time provided that no such modification shall impair the rights
of any recipient under any award.
7. EFFECTIVE DATE AND TERM OF PLAN. The effective date of the Plan shall
be January 1, 2000 and the Plan shall remain in full force until December 31,
2000, or until all Shares have been awarded, whichever occurs first.
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8. MISCELLANEOUS.
(a) Nothing in the Plan shall require the Company to issue or
transfer any Shares pursuant to an award if such issuance or
transfer would, in the opinion of the Board, constitute or
result in a violation of any applicable statute or
regulation of any jurisdiction relating to the disposition
of securities.
(b) Notwithstanding any other provision of the Plan, the Board
may at any time make or provide for such adjustment to the
Plan, to the number of Shares available thereunder, or to
any awards of Shares as it shall deem appropriate, to
prevent dilution or enlargement of rights, including
adjustments in the event of changes in the number of
outstanding shares by reason of stock dividends or
distributions, stock splits or other combinations or
subdivisions of stock, recapitalization, issuances by
reclassification, mergers consolidations, combinations or
exchanges of shares, separations, reorganizations,
liquidations, or other similar corporate changes. Any such
determination by the Board shall be conclusive.
(c) No employee, consultant or other person shall have any claim
or right to be granted Shares under the Plan, and neither
the Plan nor any action taken thereunder shall be construed
as giving any participant, recipient, employee, consultant
or other person any right to be retained in the employ of or
by the Company.
(d) Income realized as a result of an award of Shares shall not
be included in the recipients' earnings for the purpose of
any benefit plan in which the recipient may become eligible
unless otherwise specifically provided in such Plan.
(e) If and when a recipient is required to pay the Company an
amount required to be withheld under any federal, state or
local income tax laws, in connection with an award under the
Plan, the Board may, in its sole discretion and subject to
such rules as it may adopt, permit the participant to
satisfy the obligation, in whole or in part, by electing to
have the Company withhold Shares having a fair market value
equal to the amount required to be withheld. The election to
have Shares withheld must be on or before the date the
amount of tax to be withheld is determined.
