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EXHIBIT 4.1
HOMESEEKERS.COM, INCORPORATED
AMENDMENT NO. 1 TO HOMESEEKERS.COM, INCORPORATED
AMENDED AND RESTATED 1996 STOCK OPTION PLAN
Adopted as of May 24, 2000
HomeSeekers.com, Incorporated, a Nevada corporation (the
"Corporation"), hereby adopts this Amendment No. 1 (this "Amendment") to the
HomeSeekers.com, Incorporated Amended and Restated 1996 Stock Option Plan (the
"Plan"). Capitalized terms used herein but not defined herein shall have their
respective meanings set forth in the Plan, as amended hereby. The terms of this
Amendment shall be effective as of the date indicated herein.
1. Section 3 of the Plan is hereby amended and restated in its entirety
to increase the number of shares of Stock reserved for issuance under the Plan
as follows:
3. Amount of Stock. The aggregate number of shares of Stock
which may be purchased pursuant to the exercise of Options shall be
11,500,000 shares. Of this amount, the Board or the Stock Option
Committee shall have the power and authority to designate whether any
Options so issued shall be ISOs or NSOs, subject to the restrictions
on ISOs contained elsewhere herein. If an Option ceases to be
exercisable, in whole or in part, the shares of Stock underlying such
Option shall continue to be available under this Plan. Further, if
shares of Stock are delivered to the Corporation as payment for shares
of Stock purchased by the exercise of an Option granted under this
Plan, such shares of Stock shall also be available under this Plan. If
there is any change in the number of shares of Stock on account of the
declaration of stock dividends, recapitalization resulting in stock
split-ups, or combinations or exchanges of shares of Stock, or
otherwise, the number of shares of Stock available for purchase upon
the exercise of Options, the shares of Stock subject to any Option and
the exercise price of any outstanding Option shall be appropriately
adjusted by the Board or the Stock Option Committee. The Board or the
Stock Option Committee shall give notice of any adjustments to each
Eligible Person granted an Option under this Plan, and such
adjustments shall be effective and binding on all Eligible Persons. If
because of one or more re-capitalizations, reorganizations or other
corporate events, the holders of outstanding Stock receive something
other than shares of Stock then, upon exercise of an Option, the
Eligible Person will receive what the holder would have owned if the
holder had exercised the Option immediately before the first such
corporate event and not disposed of anything the holder received as a
result of the corporate event.
2. Effective Date. This Amendment was adopted by the Board on
April 24, 2000 and by the affirmative vote of the holders of a majority of
shares of Stock present or entitled to vote at the Annual Meeting of
Stockholders held on May 24, 2000. The effective date of this Amendment shall be
May 24, 2000.
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Dated as Of June 20, 2000
HOMESEEKERS.COM, INCORPORATED
By: /s/ Gregory L. Costley
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Name: Gregory L. Costley
Its: Chairman and Chief Executive Officer
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