Exhibit 4.1


 


VERDISOFT CORPORATION


 


2002 STOCK PLAN


 


1.                                       Purposes
of the Plan.  The purposes of this
Stock Plan are to attract and retain the best available personnel for positions
of substantial responsibility, to provide additional incentive to Employees,
Directors and Consultants and to promote the success of the Company’s business,
Options granted under the Plan may be Incentive Stock Options or Nonstatutory
Stock Options, as determined by the Administrator at the time of grant.


 


2.                                       Definitions.  As used herein, the following definitions
shall apply:


 


(a)                                  “Administrator”
means the Board or any of its Committees as shall be administering the Plan in
accordance with Section 4 hereof.


 


(b)                                 “Applicable
Laws” means the requirements relating to the administration of stock option
plans under U.S. state corporate laws, U.S. federal and state securities laws,
the Code, any stock exchange or quotation system on which the Common Stock is
listed or quoted and the applicable laws of any other country or jurisdiction
where Options are granted under the Plan.


 


(c)                                  “Board”
means the Board of Directors of the Company.


 


(d)                                 “Change
in Control” means the occurrence of any of the following events:


 


(i)                                     Any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of
the Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Company’s then outstanding voting securities; or


 


(ii)                                  The
consummation of the sale or disposition by the Company of all or substantially
all of the Company’s assets; or


 


(iii)                               The consummation of a
merger or consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total
voting power represented by the voting securities of the Company or such
surviving entity or its parent outstanding immediately after such merger or
consolidation.


 


(e)                                  “Code”
means the Internal Revenue Code of 1986, as amended.


 


(f)                                    “Committee”
means a committee of Directors appointed by the Board in accordance with Section 4
hereof.


 


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(g)                                 “Common
Stock” means the Common Stock of the Company.


 


(h)                                 “Company”
means VerdiSoft Corporation, a Delaware corporation.


 


(i)                                     “Consultant”
means any natural person who is engaged by the Company or any Parent or
Subsidiary to render consulting or advisory services to such entity and who
satisfies the requirements of subsection (c)(1) of Rule 701
under the Securities Act of 1933, as amended.


 


(j)                                     “Director”
means a member of the Board.


 


(k)                                  “Disability”
means total and permanent disability as defined in Section 22(e)(3) of
the Code.


 


(l)                                     “Employee”
means any person, including officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company. 
A Service Provider shall not cease to be an Employee in the case of (i) any
leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any Subsidiary, or
any successor.  For purposes of Incentive
Stock Options, no such leave may exceed ninety (90) days unless reemployment
upon expiration of such leave is guaranteed by statute or contract.  If reemployment upon expiration of a leave of
absence approved by the Company is not so guaranteed, then three (3) months
following the 91st day of such leave, any Incentive Stock Option held by the
Optionee shall cease to be treated as an Incentive Stock Option and shall be
treated for tax purposes as a Nonstatutory Stock Option.  Neither service as a Director nor payment of
a director’s fee by the Company shall be sufficient to constitute “employment”
by the Company.


 


(m)                               “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(n)                                 “Fair
Market Value” means, as of any date, the value of Common Stock determined
as follows:


 


(i)                                     If
the Common Stock is listed on any established stock exchange or a national
market system, including without limitation the Nasdaq National Market or The
Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall
be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of determination, as
reported in The Wall Street Journal or such other
source as the Administrator deems reliable;


 


(ii)                                  If
the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, its Fair Market Value shall be the mean
between the high bid and low asked prices for the Common Stock on the day of
determination; or


 


(iii)                               In the absence of an
established market for the Common Stock, the Fair Market Value thereof shall be
determined in good faith by the Administrator.


 


(o)                                 “Incentive
Stock Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code.


 


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(p)                                 “Nonstatutory
Stock Option” means an Option not intended to qualify as an Incentive Stock
Option.


 


(q)                                 “Option”
means a stock option granted pursuant to the Plan.


 


(r)                                    “Option
Agreement” means a written or electronic agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.  The Option Agreement is subject to the terms
and conditions of the Plan.


 


(s)                                  “Optioned
Stock” means the Common Stock subject to an Option.


 


(t)                                    “Optionee”
means the holder of an outstanding Option granted under the Plan.


 


(u)                                 “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of
the Code.


 


(v)                                 “Plan”
means this 2002 Stock Plan.


 


(w)                               “Service
Provider” means an Employee, Director or Consultant.


 


(x)                                   “Share”
means a share of the Common Stock, as adjusted in accordance with Section 12
below.


 


(y)                                 “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined
in Section 424(f) of the Code.


 


3.                                       Stock
Subject to the Plan.  Subject to the
provisions of Section 12 of the Plan, the maximum aggregate number of
Shares that may be subject to option and sold under the Plan is 3,300,000
Shares.  The Shares may be authorized but
unissued, or reacquired Common Stock.


 


If an Option expires or
becomes unexercisable without having been exercised in full, the unpurchased
Shares which were subject thereto shall become available for future grant or
sale under the Plan (unless the Plan has terminated).  However, Shares that have actually been
issued under the Plan, upon exercise of an Option, shall not be returned to the
Plan and shall not become available for future distribution under the Plan,
except that if Shares of restricted stock issued pursuant to an Option are
repurchased by the Company at their original purchase price, such Shares shall
become available for future grant under the Plan.


 


4.                                       Administration
of the Plan.


 


(a)                                  Administrator.  The Plan shall be administered by the Board
or a Committee appointed by the Board, which Committee shall be constituted to
comply with Applicable Laws.


 


(b)                                 Powers
of the Administrator.  Subject to the
provisions of the Plan and, in the case of a Committee, the specific duties
delegated by the Board to such Committee, and


 


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subject to the approval of any relevant authorities, the Administrator
shall have the authority in its discretion:


 


(i)                                     to
determine the Fair Market Value;


 


(ii)                                  to
select the Service Providers to whom Options may from time to time be granted
hereunder;


 


(iii)                               to determine the number
of Shares to be covered by each such Option granted hereunder;


 


(iv)                              to
approve forms of agreement for use under the Plan;


 


(v)                                 to
determine the terms and conditions of any Option granted hereunder.  Such terms and conditions include, but are
not limited to, the exercise price, the time or times when Options may be
exercised (which may be based on performance criteria), any vesting
acceleration or waiver of forfeiture restrictions, and any restriction or
limitation regarding any Option or the Common Stock relating thereto, based in
each case on such factors as the Administrator, in its sole discretion, shall
determine;


 


(vi)                              to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the
purpose of satisfying applicable foreign laws;


 


(vii)                           to allow Optionees to
satisfy withholding tax obligations by electing to have the Company withhold
from the Shares to be issued upon exercise of an Option that number of Shares
having a Fair Market Value equal to the minimum amount required to be withheld.  The Fail Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined.  All elections by
Optionees to have Shares withheld for this purpose shall be made in such form
and under such conditions as the Administrator may deem necessary or advisable;
and


 


(viii)                        to construe and interpret the
terms of the Plan and Options granted pursuant to the Plan.


 


(c)                                  Effect
of Administrator’s Decision.  All
decisions, determinations and interpretations of the Administrator shall be
final and binding on all Optionees.


 


5.                                       Eligibility.  Nonstatutory Stock Options may be granted to
Service Providers.  Incentive Stock
Options may be granted only to Employees.


 


6.                                       Limitations.


 


(a)                                  Incentive
Stock Option Limit.  Each Option
shall be designated in the Option Agreement as either an Incentive Stock Option
or a Nonstatutory Stock Option.  However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or


 


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Subsidiary) exceeds $100,000, such Options shall be treated as
Nonstatutory Stock Options.  For purposes
of this Section 6(a), Incentive Stock Options shall be taken into account
in the order in which they were granted. 
The Fair Market Value of the Shares shall be determined as of the time
the Option with respect to such Shares is granted.


 


(b)                                 At-Will
Employment.  Neither the Plan nor any
Option shall confer upon any Optionee any right with respect to continuing the
Optionee’s relationship as a Service Provider with the Company, nor shall it
interfere in any way with his or her right or the Company’s right to terminate
such relationship at any time, with or without cause, and with or without
notice.


 


7.                                       Term
of Plan.  Subject to shareholder
approval in accordance with Section 18, the Plan shall become effective
upon its adoption by the Board.  Unless
sooner terminated under Section 14, it shall continue in effect for a term
of ten (10) years from the later of (i) the effective date of the
Plan, or (ii) the date of the most recent Board approval of an increase in
the number of shares reserved for issuance under the Plan.


 


8.                                       Term
of Option.  The term of each Option
shall be stated in the Option Agreement; provided, however, that the term shall
be no more than ten (10) years from the date of grant thereof.  In the case of an Incentive Stock Option
granted to an Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Option shall
be five (5) years from the date of grant or such shorter term as may be
provided in the Option Agreement.


 


9.                                       Option
Exercise Price and Consideration.


 


(a)                                  Exercise
Price.  The per share exercise price
for the Shares to be issued upon exercise of an Option shall be such price as
is determined by the Administrator, but shall be subject to the following:


 


(i)                                     In
the case of an Incentive Stock Option


 


(A)                              granted
to an Employee who, at the time of grant of such Option, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the exercise price shall be
no less than 110% of the Fair Market Value per Share on the date of grant.


 


(B)                                granted
to any other Employee, the per Share exercise price shall be no less than 100%
of the Fair Market Value per Share on the date of grant.


 


(ii)                                  In
the case of a Nonstatutory Stock Option


 


(A)                              granted
to a Service Provider who, at the time of grant of such Option, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the exercise price shall be
no less than 110% of the Fair Market Value per Share on the date of grant.


 


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(B)                                granted
to any other Service Provider, the per Share exercise price shall be no less
than 85% of the Fair Market Value per Share on the date of grant.


 


(iii)                               Notwithstanding the
foregoing, Options may be granted with a per Share exercise price other than as
required above pursuant to a merger or other corporate transaction.


 


(b)                                 Forms
of Consideration.  The consideration
to be paid for the Shares to be issued upon exercise of an Option, including
the method of payment, shall be determined by the Administrator (and, in the
case of an Incentive Stock Option, shall be determined at the time of grant).  Such consideration may consist of, without
limitation, (1) cash, (2) check, (3) promissory note, (4) other
Shares, provided Shares acquired directly from the Company (x) have been owned
by the Optionee for more than six (6) months on the date of surrender, and
(y) have a Fair Market Value on the date of surrender equal to the aggregate
exercise price of the Shares as to which such Option shall be exercised, (5) consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan, or (6) any combination of the foregoing
methods of payment.  In making its
determination as to the type of consideration to accept, the Administrator
shall consider if acceptance of such consideration may be reasonably expected
to benefit the Company.


 


10.                                 Exercise
of Option.


 


(a)                                  Procedure
for Exercise, Rights as a Shareholder. 
Any Option granted hereunder shall be exercisable according to the terms
hereof at such times and under such conditions as determined by the
Administrator and set forth in the Option Agreement.  Except in the case of Options granted to
officers, Directors and Consultants, Options shall become exercisable at a rate
of no less than 20% per year over five (5) years from the date the Options
are granted.  Unless the Administrator
provides otherwise, vesting of Options granted hereunder to officers and
Directors shall be suspended during any unpaid leave of absence.  An Option may not be exercised for a fraction
of a Share.


 


An Option shall be deemed
exercised when the Company receives (i) written or electronic notice of
exercise (in accordance with the Option Agreement) from the person entitled to
exercise the Option, and (ii) full payment for the Shares with respect to
which the Option is exercised.  Full
payment may consist of any consideration and method of payment authorized by
the Administrator and permitted by the Option Agreement and the Plan.  Shares issued upon exercise of an Option
shall be issued in the name of the Optionee or, if requested by the Optionee,
in the name of the Optionee and his or her spouse.  Until the Shares are issued (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company), no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Shares,
notwithstanding the exercise of the Option. 
The Company shall issue (or cause to be issued) such Shares promptly
after the Option is exercised.  No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the Shares are issued, except as provided in Section 12
of the Plan.


 


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Exercise of an Option in
any manner shall result in a decrease in the number of Shares thereafter
available, both for purposes of the Plan and for sale under the Option, by the
number of Shares as to which the Option is exercised.


 


(b)                                 Termination
of Relationship as a Service Provider. 
If an Optionee ceases to be a Service Provider, such Optionee may
exercise his or her Option within thirty (30) days of termination, or such
longer period of time as specified in the Option Agreement, to the extent that
the Option is vested on the date of termination (but in no event later than the
expiration of the term of the Option as set forth in the Option Agreement).  If, on the date of termination, the Optionee
is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not
exercise his or her Option within the time specified by the Administrator, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.


 


(c)                                  Disability
of Optionee.  If an Optionee ceases
to be a Service Provider as a result of the Optionee’s Disability, the Optionee
may exercise his or her Option within six (6) months of termination, or
such longer period of time as specified in the Option Agreement, to the extent
the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement).  If, on the date of termination, the Optionee
is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan.  If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.


 


(d)                                 Death
of Optionee.  If an Optionee dies
while a Service Provider, the Option may be exercised within six (6) months
following Optionee’s death, or such longer period of time as specified in the
Option Agreement, to the extent that the Option is vested on the date of death
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement) by the Optionee’s designated beneficiary,
provided such beneficiary has been designated prior to Optionee’s death in a
form acceptable to the Administrator.  If
no such beneficiary has been designated by the Optionee, then such Option may
be exercised by the personal representative of the Optionee’s estate or by the
person(s) to whom the Option is transferred pursuant to the Optionees will or
in accordance with the laws of descent and distribution.  If, at the time of death, the Optionee is not
vested as to his or her entire Option, the Shares covered by the unvested
portion of the Option shall immediately revert to the Plan.  If the Option is not so exercised within the
time specified herein, the Option shall terminate, and the Shares covered by
such Option shall revert to the Plan.


 


11.                                 Limited
Transferability of Options.  Unless
determined otherwise by the Administrator, Options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or the laws of descent and distribution, and may be exercised during the
lifetime of the Optionee, only by the Optionee. 
If the Administrator in its sole discretion makes an Option
transferable, such Option may only be transferred by (i) will, (ii) the
laws of descent and distribution, (iii) instrument to an inter vivos or
testamentary trust in which the Option is to he passed to beneficiaries upon
the death of the Optionee, or (iv) gift to a member of Optionee’s
immediate family (as such term is defined in Rule 16a-1(e) of the


 


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Exchange Act).  In addition, any transferable Option shall
contain additional terms and conditions as the Administrator deems appropriate.


 


12.                                 Adjustments
Upon Changes in Capitalization, Merger or Change in Control.


 


(a)                                  Changes
in Capitalization.  Subject to any
required action by the shareholders of the Company, the number and type of
Shares which have been authorized for issuance under the Plan but as to which
no Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option, and the number and type of Shares
covered by each outstanding Option, as well as the price per Share covered by
each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number or type of issued Shares resulting from a
stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company.  The
conversion of any convertible securities of the Company shall not be deemed to
have been “effected without receipt of consideration.”  Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.  Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number, type or price of
Shares subject to an Option.


 


(b)                                 Dissolution
or Liquidation.  In the event of the
proposed dissolution or liquidation of the Company, the Administrator shall
notify each Optionee as soon as practicable prior to the effective date of such
proposed transaction.  The Administrator
in its discretion may provide for an Optionee to have the right to exercise his
or her Option until fifteen (15) days prior to such transaction as to all of
the Optioned Stock covered thereby, including Shares as to which the Option
would not otherwise be exercisable.  In
addition, the Administrator may provide that any Company repurchase option
applicable to any Shares purchased upon exercise of an Option shall lapse as to
all such Shares, provided the proposed dissolution or liquidation takes place
at the time and in the manner contemplated. 
To the extent it has not been previously exercised, an Option will
terminate immediately prior to the consummation of such proposed action.


 


(c)                                  Merger
or Change in Control.  In the event
of a merger of the Company with or into another corporation, or a Change in
Control, each outstanding Option shall be assumed or an equivalent option
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation.  If, in such
event, the Option is not assumed or substituted, the Option shall terminate as
of the date of the closing of the merger or Change in Control.  For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or Change in
Control, the Option confers the right to purchase or receive, for each Share of
Optioned Stock subject to the Option immediately prior to the merger or Change
in Control, the consideration (whether stock, cash, or other securities or
property) received in the merger or Change in Control by holders of Common
Stock for each Share held on the effective date of the transaction (and if
holders were offered a choice of consideration, the type of consideration
chosen by the holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or Change in Control
is not solely common stock of the successor corporation or its Parent, the
Administrator may, with the


 


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consent of the successor corporation, provide for the consideration to
be received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor corporation
or its Parent equal in fair market value to the per share consideration
received by holders of common stock in the merger or Change in Control.


 


13.                                 Time
of Granting Options.  The date of
grant of an Option shall, for all purposes, be the date on which the
Administrator makes the determination granting such Option, or such later date
as is determined by the Administrator.  Notice
of the determination shall be given to each Service Provider to whom an Option
is so granted within a reasonable time after the date of such grant.


 


14.                                 Amendment
and Termination of the Plan.


 


(a)                                  Amendment
and Termination.  The Board may at
any time amend, alter, suspend or terminate the Plan.


 


(b)                                 Shareholder
Approval.  The Board shall obtain
shareholder approval of any Plan amendment to the extent necessary and
desirable to comply with Applicable Laws.


 


(c)                                  Effect
of Amendment or Termination.  No
amendment, alteration, suspension or termination of the Plan shall impair the
rights of any Optionee, unless mutually agreed otherwise between the Optionee
and the Administrator, which agreement must be in writing and signed by the
Optionee and the Company.  Termination of
the Plan shall not affect the Administrator’s ability to exercise the powers
granted to it hereunder with respect to Options granted under the Plan prior to
the date of such termination.


 


15.                                 Conditions
Upon Issuance of Shares.


 


(a)                                  Legal
Compliance.  Shares shall not be
issued pursuant to the exercise of an Option unless the exercise of such Option
and the issuance and delivery of such Shares shall comply with Applicable Laws
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.


 


(b)                                 Investment
Representations.  As a condition to
the exercise of an Option, the Administrator may require the person exercising
such Option to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the Company, such a representation is required.


 


16.                                 Inability
to Obtain Authority.  The inability
of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.


 


17.                                 Reservation
of Shares.  The Company, during the
term of this Plan, shall at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.


 


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18.                                 Shareholder
Approval.  The Plan shall be subject
to approval by the shareholders of the Company within twelve (12) months after
the date the Plan is adopted.  Such
shareholder approval shall be obtained in the degree and manner required under
Applicable Laws.


 


19.                                 Information
to Optionees.  The Company shall
provide to each Optionee and to each individual who acquires Shares pursuant to
the Plan, not less frequently than annually during the period such Optionee has
one or more Options outstanding, and, in the case of an individual who acquires
Shares pursuant to the Plan, during the period such individual owns such
Shares, copies of annual financial statements. 
The Company shall not be required to provide such statements to key employees
whose duties in connection with the Company assure their access to equivalent
information.


 


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