Unassociated Document


    
      EXHIBIT
        4.1

       

      
        2000
          Stock Option Plan

        


        Types
          of Grants and Eligibility

        


        The
          2000
          Stock Option Plan (the “Plan”) is designed to provide an incentive to key
          employees (including officers and directors who are key employees) of the
          Company and to consultants and directors who are not employees of the Company
          and its present and future subsidiaries and to offer an additional inducement
          in
          obtaining the services of such individuals.

        


        Shares
          Subject to the Plan

        


         

        The
          aggregate number of shares of Common Stock for which options may be granted
          under the Plan may not exceed 400,000; provided, however, that the maximum
          number of shares of Common Stock with respect to which options may be granted
          to
          any individual in any fiscal year may not exceed 100,000. Such shares of
          Common
          Stock may consist either in whole or in part of authorized but unissued
          shares
          of Common Stock or shares of Common Stock held in the treasury of the Company.
          Shares of Common Stock subject to an option which for any reason expires,
          is
          canceled or is terminated unexercised or which ceases for any reason to
          be
          exercisable may again become available for the granting of options under
          the
          Plan. 

         

        Administration
          of the
          Plan

        


        Except
          in
          the case of non-employee director options, in which case the Plan is
          administered by the Board of Directors, the Plan is administered by a committee
          of the Board of Directors (the "Committee") consisting of not less than
          two
          directors, each of whom shall be a "non-employee director" within the meaning
          of
          rules and regulations promulgated by the Securities and Exchange Commission.
          

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

        Subject
          to the express provisions of the Plan, the Committee has the authority,
          in its
          sole discretion, with respect to options, to determine, among other things:
          the
          key employees, consultants and advisors who are to receive options; the
          times
          when they may receive options; the number of shares of Common Stock to
          be
          subject to each option; the term of each option; the date each option is
          to
          become exercisable; whether an option is to be exercisable in whole, in
          part or
          in installments, and, if in installments, the number of shares of Common
          Stock
          to be subject to each installment; whether the installments are to be
          cumulative; the date each installment is to become exercisable and the
          term of
          each installment; whether to accelerate the date of exercise of any installment;
          whether shares of Common Stock may be issued on exercise of an option as
          partly
          paid, and, if so, the dates when future installments of the exercise price
          are
          to become due and the amounts of such installments; the exercise price
          of each
          option; the form of payment of the exercise price; whether to restrict
          the sale
          or other disposition of the shares of Common Stock acquired upon the exercise
          of
          an option and to waive any such restriction; and whether to subject the
          exercise
          of all or any portion of an option to the fulfillment of contingencies
          as
          specified in an applicable stock option contract. With respect to all options,
          the Committee has such discretion to determine the amount, if any, necessary
          to
          satisfy the Company's obligation to withhold taxes; with the consent of
          the
          optionee, to cancel or modify an option, provided such option as modified
          would
          be permitted to be granted on such date under the terms of the Plan; to
          prescribe, amend and rescind rules and regulations relating to the Plan;
          and to
          make all other determinations necessary or advisable for administering
          the Plan.
          The Board of Directors has the authority described above with respect to
          the
          granting of non-employee director options.

         

        Exercise
          Price

        


        The
          exercise price of the shares of Common Stock under each option is to be
          determined by the Committee. The exercise price of the shares of Common
          Stock
          under each non-employee director option is to be equal to the fair market
          value
          of the Common Stock subject to such option on the date of grant.

        


        Term

        The
          term
          of each option granted pursuant to the Plan is established by the Committee,
          in
          its sole discretion, at or before the time such option is granted. Subject
          to
          early termination, each non-employee director option is to be exercisable
          on a
          term of ten years from the date of grant.

        


        Exercise

        


        An
          option
          (or any part or installment thereof), to the extent then exercisable, is
          to be
          exercised by giving written notice to the Company at its principal office.
          Payment in full of the aggregate exercise price may be made (a) in cash
          or by
          certified check, or (b) if the applicable stock option contract at the
          time of
          grant so permits, with the authorization of the Committee, with previously
          acquired shares of Common Stock having an aggregate fair market value,
          on the
          date of exercise, equal to the aggregate exercise price of all options
          being
          exercised, or (c) with any combination of cash, certified check or shares
          of
          Common Stock.

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        The
          Committee may, in its discretion, permit payment of the exercise price
          of an
          option by delivery by the optionee of a properly executed exercise notice,
          together with a copy of his irrevocable instructions to a broker acceptable
          to
          the Committee to deliver promptly to the Company the amount of sale or
          loan
          proceeds sufficient to pay such exercise price.

        


        Termination
          of Relationship

        


        Any
          employee holder of an option whose employment or relationship with the
          Company
          (and its parent and subsidiaries) has terminated for any reason other than
          his
          death or disability may exercise such option, to the extent exercisable
          on the
          date of such termination, at any time within three months after the date
          of
          termination, but not thereafter and in no event after the date the option
          would
          otherwise have expired; provided, however, that if his employment is terminated
          either (a) for cause, or (b) without the consent of the Company, said option
          terminates immediately. Options granted to employees under the Plan are
          not
          affected by any change in the status of the holder so long as he or she
          continues to be a full-time employee of the Company, its parent or any
          of its
          subsidiaries (regardless of having been transferred from one corporation
          to
          another).

        


        Death
          or Disability

        


        If
          an
          optionee dies (a) while he is an employee or consultant to, the Company,
          its
          parent or any of its subsidiaries, (b) within three months after the termination
          of such relationship (unless such termination was for cause or without
          the
          consent of the Company), or (c) within one year following the termination
          of
          such relationship by reason of disability, an option may be exercised,
          to the
          extent exercisable on the date of death, by an executor, administrator
          or other
          person at the time entitled by law to the rights of the optionee under
          such
          option, at any time within one year after death, but not thereafter and
          in no
          event after the date the option would otherwise have expired.

        


        Any
          optionee whose relationship has terminated by reason of disability may
          exercise
          his option, to the extent exercisable upon the effective date of such
          termination, at any time within one year after such date, but not thereafter
          and
          in no event after the date the option would otherwise have expired.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Adjustments
          Upon Changes in Common Stock

        


        Notwithstanding
          any other provisions of the Plan, in the event of any change in the outstanding
          Common Stock by reason of a share dividend, recapitalization, merger or
          consolidation in which the Company is the surviving corporation, split-up,
          combination or exchange of shares or the like, the aggregate number and
          kind of
          shares subject to the Plan, the aggregate number and kind of shares subject
          to
          each outstanding option and the exercise price thereof will be appropriately
          adjusted by the Board of Directors, whose determination will be
          conclusive.

        


        In
          the
          event of (a) the liquidation or dissolution of the Company or (b) a merger
          or
          consolidation in which the Company is not the surviving corporation, any
          outstanding options will terminate, unless other provision is made therefor
          in
          the transaction.

        


        Amendments
          and Termination of the Plan

         

        No
          option
          may be granted under the Plan after October 2007. The Board of Directors,
          without further approval of the Company's stockholders, may at any time
          suspend
          or terminate the Plan, in whole or in part, or amend it from time to time
          in
          such respects as it may deem advisable, including, without limitation,
          to comply
          with the provisions of certain rules and regulations promulgated by the
          Securities and Exchange Commission, among other things; provided, however,
          that
          no amendment may be effective without the requisite prior or subsequent
          shareholder approval which would (a) except as required for anti-dilution
          adjustments, increase the maximum number of shares of Common Stock for
          which
          options may be granted under the 2000 Stock Option Plan, (b) materially
          increase
          the benefits to participants under the 2000 Stock Option Plan, or (c) change
          the
          eligibility requirements for individuals entitled to receive options under
          the
          Plan.

         

        Non-Transferability
          of Options

        


        No
          option
          granted under the Plan may be transferable otherwise than by will or the
          laws of
          descent and distribution, and options may be exercised, during the lifetime
          of
          the holder thereof, only by such holder or such holder's legal representatives.
          Except to the extent provided above, options may not be assigned, transferred,
          pledged, hypothecated or disposed of in any way (whether by operation of
          law or
          otherwise) and may not be subject to execution, attachment or similar
          process.

         

        No
          optionee has any rights as a shareholder with respect to any shares subject
          to
          an option prior to the date of the issuance of a certificate or certificates
          for
          such shares.