EX-4.1 2006 STOCK OPTION PLAN



 





EXHIBIT 4.1




2006 Stock Option Plan




Types of Grants and Eligibility



The 2006 Stock Option Plan is designed to provide incentives to employees (including key employees
such as officers and directors) of the Company and to consultants and directors who are not
employees of the Company and its subsidiary companies (the “Group”) and to offer an additional
inducement in obtaining the services of such individuals.




Shares Subject to the 2006 Stock Option Plan



The aggregate number of Shares for which options may be granted under the 2006 Stock Option Plan
may not exceed 1,000,000 shares, such Shares may consist either in whole or in part of authorized
but unissued Shares or Shares held in the treasury of the Company. Shares subject to an option
which expires, or for any reason is cancelled or is terminated, unexercised, or which ceases for
any reason to be exercisable may again become available for the granting of options under the 2006
Stock Option Plan.




Administration of the 2006 Stock Option Plan



The 2006 Stock Option Plan is administered by the Company’s Compensation Committee (the
“Committee”).



Subject to the express provisions of the 2006 Stock Option 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 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 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 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 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, provides such option as modified would be permitted to be granted on such date
under the terms of the 2006 Stock Option Plan; to prescribe, amend and rescind rules and
regulations relating to the 2006 Stock Option Plan; and to make all other determinations necessary
or advisable for administering the 2006 Stock Option Plan. The Board of Directors also has the
authority described above with respect to the granting of director options.




Exercise Price



The exercise price of the Shares under each option is to be determined by the Committee at the time
of the grant. The exercise price of the Shares is to be equal to the fair market value of the
Shares subject to such option on the date of grant.




Term



The term of each option granted pursuant to the 2006 Stock Option Plan is established by the
Committee, in its sole discretion, at or before the time such option is granted. Subject to early
termination, the option of each non-employee director is exercisable for 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 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.




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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 2006 Stock Option 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 be
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 Shares



Notwithstanding any other provisions of the 2006 Stock Option Plan, in the event of any change in
the outstanding Shares 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 2006 Stock Option 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 therefore in the transaction.




Amendments and Termination of the 2006 Stock Option Plan



No option may be granted under the 2006 Stock Option Plan after December 2016. The Board of
Directors, without further approval of the Company’s Shareholders, may at any time suspend or
terminate the 2006 Stock Option 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 for which options may be granted under the 2006 Stock Option
Plan, (b) materially increase the benefits to participants under the 2006 Stock Option Plan, or (c)
change the eligibility requirements for individuals entitled to receive options under the 2006
Stock Option Plan.




Non-Transferability of Options



No option granted under the 2006 Stock Option 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.





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