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EXHIBIT 4.1


ADVANCED NEUROMODULATION SYSTEMS, INC.

2002 STOCK OPTION PLAN



     1.     Purpose of the Plan. This Plan shall be known as the Advanced
Neuromodulation Systems, Inc. 2002 Stock Option Plan. The purposes of the Plan
are (i) to attract and retain the best available advisory directors,
consultants and non-executive employees, and (ii) to provide incentives to such
advisory directors, consultants and non-executive employees to promote the
success of the business of Advanced Neuromodulation Systems, Inc. and its
subsidiaries.


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


               (a) “Advisory Director” means a person that the Corporation designates as
a member of the Corporation’s Advisory Board of Directors.



               (b) “Board” means the Board of Directors of the Corporation.



               (b) “Common Stock” means the Common Stock, $.05 par value per share, of
the Corporation. Except as otherwise provided herein, all Common Stock issued
pursuant to the Plan shall have the same rights as all other issued and
outstanding shares of Common Stock, including but not limited to voting rights,
the right to dividends, if declared and paid, and the right to pro rata
distributions of the Corporation’s assets in the event of liquidation.



               (c) “Committee” means the committee described in Section 18(a) that
administers the Plan.



               (d) “Consultant” means a consultant engaged by the Corporation to render
consulting services to the Corporation.



               (d) “Corporation” means Advanced Neuromodulation Systems, Inc., a Texas
corporation.



               (e) “Date of Grant” means the date on which an Option is granted pursuant
to this Plan or, if the Committee so determines, the date specified by the
Committee as the date the award is to be effective.



               (f) “Employee” means any employee of the Corporation or one of its
Subsidiaries, but excluding any “executive officer” (as defined in Rule 3b-7
promulgated pursuant to the Exchange Act) or director of the Corporation or one
of its Subsidiaries.



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



               (h) “Fair Market Value” means the closing sale price (or average of the
quoted closing bid and asked prices if there is no closing sale price reported)
of the Common



 






 




Stock on the trading day immediately prior to the date specified as reported by
The Nasdaq Stock Market or by the principal national stock exchange on which
the Common Stock is then listed. If there is no reported price information for
the Common Stock, the Fair Market Value will be determined by the Committee, in
its sole discretion. In making such determination, the Committee may, but shall
not be obligated to, commission and rely upon an independent appraisal of the
Common Stock.


               (i) “Option” means a stock option granted pursuant to Section 6 of this
Plan.



               (j) “Optionee” means any Employee, Advisory Director, or Consultant who
receives an Option.



               (k) “Participant” means any Employee, Advisory Director, or Consultant who
receives an Option.



               (l) “Plan” means the Advanced Neuromodulation Systems, Inc. 2002 Stock
Option Plan, as amended from time to time.



               (m) “Rule 16b-3” means Rule 16b-3 of the rules and regulations under the
Exchange Act, as Rule 16b-3 may be amended from time to time, and any successor
provisions to Rule 16b-3 under the Exchange Act.



               (n) “Subsidiary” means any now existing or hereinafter organized or
acquired company of which more than fifty percent (50%) of the issued and
outstanding voting stock is owned or controlled directly or indirectly by the
Corporation or through one or more Subsidiaries of the Corporation.



     3.     Term of Plan. The Plan has been adopted by the Board effective as of June 5,
2002. Any Options granted under the Plan will be “nonqualified stock options”
under the Internal Revenue Code of 1986, as amended from time to time, and will
not be “incentive stock options” under the Code. The Plan shall continue in
effect until terminated pursuant to Section 18(a).


     4.     Shares Subject to the Plan. Except as otherwise provided in Section 17
hereof, the aggregate number of shares of Common Stock issuable upon the
exercise of Options pursuant to this Plan shall be 225,000 shares; provided,
however, that on January 1 of each year (commencing on January 1, 2003), the
aggregate number of shares of Common Stock then issuable upon the exercise of
Options shall be increased by the same percentage that the total number of
issued and outstanding shares of Common Stock increased from the preceding
January 1 to the following December 31 (if such percentage is positive). For
example, if the total number of issued and outstanding shares of Common Stock
on January 1, 2002 were 5,000,000, the total number of issued and outstanding
shares of the Corporation on December 31, 2002 were 5,500,000, and the
aggregate number of shares of Common Stock then issuable upon the exercise of
Options pursuant to this Plan were 180,000, the aggregate number of shares of
Common Stock issuable under the Plan effective January 1, 2003 would be 198,000
(a 10% increase). Shares issuable upon the exercise of Options may either be
authorized but unissued shares or treasury


 






 



shares. The Corporation shall, during the term of this Plan, reserve and keep
available a number of shares of Common Stock sufficient to satisfy the
requirements of the Plan. If an Option should expire or become unexercisable
for any reason without having been exercised in full, then the shares that were
subject thereto shall, unless the Plan shall have terminated, become
immediately available for the grant of additional Options under this Plan,
subject to the limitations and adjustments set forth above. In addition, for
purposes of calculating the aggregate number of shares that may be issued under
this Plan, only the net shares issued (including the shares, if any, withheld
for tax withholding requirements) shall be counted when shares of Common Stock
are used as full or partial payment for shares issued upon exercise of a
Option. Shares tendered by a Participant as payment for shares issued upon such
exercise shall be available for reissuance under the Plan.


     5.     Eligibility. Options may be granted under Section 6 of the Plan to such
Employees, Consultants and Advisory Directors of the Corporation or its
Subsidiaries as may be determined by the Committee. Subject to the limitations
and qualifications set forth in this Plan, the Committee shall also determine
the number of Options to be granted, the number of shares subject to each
Option grant, the exercise price or prices of each Option, the vesting and
exercise period of each Option, whether an Option may be exercised as to less
than all of the Common Stock subject thereto, and such other terms and
conditions of each Option as are consistent with the provisions of this Plan.


     6.     Grant of Options. Except as provided in Section 18(c), the Committee shall
determine the number of shares of Common Stock to be offered from time to time
pursuant to Options granted hereunder and shall grant Options under the Plan.
No member of the Committee shall be eligible to receive Options. The grant of
Options shall be evidenced by Option agreements containing such terms and
provisions as are approved by the Committee and executed on behalf of the
Corporation by an appropriate officer.


     7.     Time of Grant of Options. The date of grant of an Option under the Plan
shall be the date on which the Committee awards the Option or, if the Committee
so determines, the date specified by the Committee as the date the award is to
be effective. Notice of the grant shall be given to each Participant to whom an
Option is granted promptly after the date of such grant.


     8.     Price. The exercise price for each share of Common Stock subject to an
Option (the “Exercise Price”) granted pursuant to Section 6 of the Plan shall
be determined by the Committee at the Date of Grant.


     9.     Vesting. Subject to Section 11 of this Plan, each Option award under the
Plan shall vest or be subject to forfeiture in accordance with the provisions
set forth in the applicable Option agreement. The Committee may, but shall not
be required to, permit acceleration of vesting or termination of forfeiture
provisions upon any sale of the Corporation or similar transaction. A
Participant’s Option agreement may contain such additional provisions with
respect to vesting as the Committee may specify.


     10.     Exercise. A Participant may pay the Exercise Price of the shares of Common
Stock as to which an Option is being exercised by the delivery of (a) cash, (b)
check, (c) at the


 






 



Corporation’s option, by the delivery of shares of Common Stock having a Fair
Market Value on the date immediately preceding the exercise date equal to the
Exercise Price and have been held by the Optionee at least six (6) months prior
to the date of exercise, or (d) at the Corporation’s option, any other
consideration that the Corporation determines is consistent with the Plan’s
purpose and applicable law. If the shares to be purchased are covered by an
effective registration statement under the Securities Act of 1933, as amended,
any Option granted under the Plan may be exercised by a broker-dealer acting on
behalf of an Optionee if (i) the broker-dealer has received from the Optionee
or the Corporation a fully- and duly-endorsed agreement evidencing such Option,
together with instructions signed by the Optionee requesting the Corporation to
deliver the shares of Common Stock subject to such Option to the broker-dealer
on behalf of the Optionee and specifying the account into which such shares
should be deposited, (ii) adequate provision has been made with respect to the
payment of any withholding taxes due upon such exercise, and (iii) the
broker-dealer and the Optionee have otherwise complied with Section 220.3(e)(4)
of Regulation T, 12 CFR Part 220, or any successor provision.


     11.     [Reserved.]


     12.     Option Financing. Upon the exercise of any Option granted under the Plan,
the Corporation may, but shall not be required to, make financing available to
the Participant for the purchase of shares of Common Stock pursuant to such
Option on such terms as the Board or the Committee may specify.


     13.     Withholding of Taxes. The Committee shall make such provisions and take
such steps as it may deem necessary or appropriate for the withholding of any
taxes that the Corporation is required by any law or regulation of any
governmental authority to withhold in connection with any Option including, but
not limited to, (a) withholding the issuance of all or any portion of the
shares of Common Stock subject to such Option until the Participant reimburses
the Corporation for the amount it is required to withhold with respect to such
taxes, (b) withholding any portion of such issuance in an amount sufficient to
reimburse the Corporation for the amount of taxes it is required to withhold,
(c) allowing the Participant to deliver Common Stock as payment for the amount
the Corporation is required to withhold for taxes or (d) taking any other
action reasonably required to satisfy the Corporation’s withholding obligation.


     14.     Conditions Upon Issuance of Shares.


               (a) The Corporation shall not be obligated to sell or issue any shares
upon the exercise of any Option granted under the Plan unless the issuance and
delivery of shares comply with all provisions of applicable federal and state
securities laws and the requirements of The Nasdaq Stock Market or any stock
exchange upon which shares of the Common Stock may then be listed.



               (b) As a condition to the exercise of an Option, the Corporation may
require the person exercising the Option to make such representations and
warranties as may be necessary to assure the availability of an exemption from
the registration requirements of applicable federal and state securities laws.

 






 



                (c) The Corporation shall not be liable for refusing to sell or issue any
shares covered by any Option if the Corporation cannot obtain authority from
the appropriate regulatory bodies deemed by the Corporation to be necessary to
sell or issue such shares in compliance with all applicable federal and state
securities laws and the requirements of The Nasdaq Stock Market or any stock
exchange upon which shares of the Common Stock may then be listed. In addition,
the Corporation shall have no obligation to any Participant, express or
implied, to list, register or otherwise qualify the shares of Common Stock
covered by any Option.



               (d) No Participant will be, or will be deemed to be, a holder of any
Common Stock subject to an Option unless and until such Participant has
exercised his or her Option and paid the purchase price for the subject shares
of Common Stock.



     15.     Restrictions on Transfer.


               (a) Options issued pursuant to the Plan shall be nontransferable except by
will or the laws of descent and distribution, and may only be exercisable
during the Participant’s lifetime only by the Participant.



               (b) Shares of Common Stock issued pursuant to the Plan may be subject to
restrictions on transfer under applicable federal and state securities laws.
The Committee may impose such additional restrictions on the ownership and
transfer of shares of Common Stock issued pursuant to the Plan as it deems
desirable; any such restrictions shall be set forth in any Option agreement
entered into hereunder.



     16.     Modification of Plan and Options.


               (a) The Committee may from time to time and at any time alter, amend,
suspend, discontinue or terminate this Plan.



               (b) At any time and from time to time, the Committee may execute an
instrument providing for modification, extension or renewal of any outstanding
Option, provided that no such modification, extension or renewal shall impair
the Option without the consent of the holder of the Option.



     17.     Effect of Change in Stock Subject to the Plan. In the event that each of
the outstanding shares of Common Stock (other than shares held by dissenting
shareholders) shall be changed into or exchanged for a different number or kind
of shares of stock of the Corporation or of another corporation (whether by
reason of merger, consolidation, recapitalization, reclassification, split-up,
combination of shares or otherwise), or in the event a stock split or stock
dividend occurs, then the Corporation may either (a) substitute for each share
of Common Stock then subject to Options or available for Options the number and
kind of shares of stock into which each outstanding share of Common Stock
(other than shares held by dissenting shareholders) shall be so changed or
exchanged, or the number of shares of Common Stock as is equitably required in
the event of a stock split or stock dividend, together with an appropriate
adjustment of the Exercise Price, or (b) cancel all such Options as of the
effective date of any merger, consolidation, recapitalization,
reclassification, split-up or combination of shares by giving written notice to
each holder thereof or his personal representatives of its intention to do


 






 



so and by permitting the exercise of all such Options, without regard to
determinations of periods or installments of exercisability during the thirty
(30) day period immediately preceding such effective date. The Committee may,
but shall not be required to, provide additional anti-dilution protection to a
Participant under the terms of the Participant’s Option agreement.


     18.     Administration.


               (a) Notwithstanding anything to the contrary herein, to the extent
necessary to comply with the requirements of Rule 16b-3, the Plan shall be
administered by the Board, or by a committee comprised solely of two or more
Non-Employee Directors appointed by the Board (the group responsible for
administering the Plan is referred to as the “Committee”). Options may be
granted under Section 6 only by majority agreement of the members of the
Committee. Option agreements, in the form as approved by the Committee, and
containing such terms and conditions consistent with the provisions of this
Plan as are determined by the Committee, may be executed on behalf of the
Corporation by the Chairman of the Board, the President or any Vice President
of the Corporation. The Committee shall have complete authority to construe,
interpret and administer the provisions of this Plan and the provisions of the
Option agreements granted hereunder; to prescribe, amend and rescind rules and
regulations pertaining to this Plan; to suspend, discontinue or terminate this
Plan; and to make all other determinations necessary or deemed advisable in the
administration of the Plan. The determinations, interpretations and
constructions made by the Committee shall be final and conclusive. No member of
the Committee shall be liable for any action taken, or failed to be taken, made
in good faith relating to the Plan or any award thereunder, and the members of
the Committee shall be entitled to indemnification and reimbursement by the
Corporation in respect of any claim, loss, damage or expense (including
attorneys’ fees) arising therefrom to the fullest extent permitted by law.



               (b) Members of the Committee shall be specified by the Board, and if the
Committee does not consist of the entire Board, the Committee shall consist
solely of Non-Employee Directors. Non-Employee Directors may not possess an
interest in any transaction for which disclosure is required under Section
404(a) of Regulation S-K under the Exchange Act or be engaged in a business
relationship that must be disclosed under Section 404(a).



     19.     Continued Employment or Engagement Not Presumed. Nothing in this Plan or
any document describing it nor the grant of any Option shall give any
Participant the right to continue in the employment or in the role of Advisory
Director or Consultant of the Corporation or affect the right of the
Corporation to terminate the employment, engagement or designation of any such
person with or without cause.


     20.     [Reserved].


     21.     Governing Law. The Plan shall be governed by and construed in accordance
with the laws of State of Texas and the United States, as applicable, without
reference to the conflict of laws provisions thereof.


 






 


     22.     Severability of Provisions. If any provision of this Plan is determined to
be invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability shall not affect the remaining provisions of the Plan, but
such invalid, illegal or unenforceable provision shall be fully severable, and
the Plan shall be construed and enforced as if such provision had never been
inserted herein.