EXHIBIT 4.1
RAPTOR INVESTMENTS INC.
EMPLOYEE STOCK INCENTIVE PLAN FOR THE YEAR 2004
1. General
Provisions.
1.1 Purpose.
This Stock Incentive Plan (the "Plan") is intended to allow
designated officers and employees (all of
whom are sometimes collectively
referred to herein as the "Employees," or
individually as the "Employee") of The
RAPTOR INVESTMENTS INC., a Florida
corporation (the "Company") and its
Subsidiaries (as that term is defined
below) which they may have from time to
time (the Company and such Subsidiaries are
referred to herein as the "Company")
to receive certain options (the "Stock
Options") to purchase common stock of the
Company, par value $0.001 per share (the
"Common Stock"), and to receive grants
of the Common Stock subject to certain
restrictions (the "Awards"). As used in
this Plan, the term "Subsidiary" shall mean
each corporation which is a
"subsidiary corporation" of the Company
within the meaning of Section 424(f) of
the Internal Revenue Code of 1986, as
amended (the "Code"). The purpose of this
Plan is to provide the Employees with
equity-based compensation incentives who
make significant and extraordinary
contributions to the long-term growth and
performance of the Company, and to attract
and retain the Employees.
1.2 Administration.
1.2.1 The Plan
shall be administered by the Compensation Committee (the
"Committee") of, or appointed by, the Board
of Directors of the Company (the
"Board"). The Committee shall select one of
its members as Chairman and shall
act by vote of a majority of a quorum, or
by unanimous written consent. A
majority of its members shall constitute a
quorum. The Committee shall be
governed by the provisions of the Company's
Bylaws and of Florida law applicable
to the Board, except as otherwise provided
herein or determined by the Board.
1.2.2 The
Committee shall have full and complete authority, in its
discretion, but subject to the express
provisions of this Plan (a) to approve
the Employees nominated by the management
of the Company to be granted Awards or
Stock Options; (b) to determine the number
of Awards or Stock Options to be
granted to an Employee; (c) to determine
the time or times at which Awards or
Stock Options shall be granted; to
establish the terms and conditions upon which
Awards or Stock Options may be exercised;
(d) to remove or adjust any
restrictions and conditions upon Awards or
Stock Options; (e) to specify, at the
time of grant, provisions relating to
exercisability of Stock Options and to
accelerate or otherwise modify the
exercisability of any Stock Options; and (f)
to adopt such rules and regulations and to
make all other determinations deemed
necessary or desirable for the
administration of this Plan. All interpretations
and constructions of this Plan by the
Committee, and all of its actions
hereunder, shall be binding and conclusive
on all persons for all purposes.
1.2.3 The
Company hereby agrees to indemnify and hold harmless each
Committee member and each Employee, and the
estate and heirs of such Committee
member or Employee, against all claims,
liabilities, expenses, penalties,
damages or other pecuniary losses,
including legal fees, which such Committee
member or Employee, his estate or heirs may
suffer as a result of his
responsibilities, obligations or duties in
connection with this Plan, to the
extent that insurance, if any, does not
cover the payment of such items. No
member of the Committee or the Board shall
be liable for any action or
determination made in good faith with
respect to this Plan or any Award or Stock
Option granted pursuant to this Plan.
1.3 Eligibility
and Participation. The Employees eligible under this Plan
shall be approved by the Committee from
those Employees who, in the opinion of
the management of the Company, are in
positions which enable them to make
significant contributions to the long-term
performance and growth of the
Company. In selecting the Employees to whom
Award or Stock Options may be
granted, consideration shall be given to
factors such as employment position,
duties and responsibilities, ability,
productivity, length of service, morale,
interest in the Company and recommendations
of supervisors.
1.4 Shares
Subject to this Plan. The maximum number of shares of the
Common
Stock that may be issued pursuant to this
Plan shall be 5,000,000 subject to
adjustment pursuant to the provisions of
Paragraph 4.1. If shares of the Common
Stock awarded or issued under this Plan are
reacquired by the Company due to a
forfeiture or
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for any other reason, such shares shall be
cancelled and thereafter shall again
be available for purposes of this Plan. If
a Stock Option expires, terminates or
is cancelled for any reason without having
been exercised in full, the shares of
the Common Stock not purchased thereunder
shall again be available for purposes
of this Plan.
2. Provisions
Relating to Stock Options.
2.1 Grants of
Stock Options. The Committee may grant Stock Options in such
amounts, at such times, and to the
Employees nominated by the management of the
Company as the Committee, in its
discretion, may determine. Stock Options
granted under this Plan shall constitute
"incentive stock options" within the
meaning of Section 422 of the Code, if so
designated by the Committee on the
date of grant. The Committee shall also
have the discretion to grant Stock
Options which do not constitute incentive
stock options, and any such Stock
Options shall be designated non-statutory
stock options by the Committee on the
date of grant. The aggregate Fair Market
Value (determined as of the time an
incentive stock option is granted) of the
Common Stock with respect to which
incentive stock options are exercisable for
the first time by any Employee
during any one calendar year (under all
plans of the Company and any parent or
subsidiary of the Company) may not exceed
the maximum amount permitted under
Section 422 of the Code (currently,
$100,000.00). Non-statutory stock options
shall not be subject to the limitations
relating to incentive stock options
contained in the preceding sentence. Each
Stock Option shall be evidenced by a
written agreement (the "Option Agreement")
in a form approved by the Committee,
which shall be executed on behalf of the
Company and by the Employee to whom the
Stock Option is granted, and which shall be
subject to the terms and conditions
of this Plan. In the discretion of the
Committee, Stock Options may include
provisions (which need not be uniform),
authorized by the Committee in its
discretion, that accelerate an Employee's
rights to exercise Stock Options
following a "Change in Control," upon
termination of the Employee's employment
by the Company without "Cause" or by the
Employee for "Good Reason," as such
terms are defined in Paragraph 3.1 hereof.
The holder of a Stock Option shall
not be entitled to the privileges of stock
ownership as to any shares of the
Common Stock not actually issued to such
holder.
2.2 Purchase Price. The purchase
price (the "Exercise Price") of shares of
the Common Stock subject to each Stock
Option (the "Option Shares") shall not be
less than 25 percent of the Fair Market
Value of the Common Stock on the date of
exercise. For an Employee holding greater
than 10 percent of the total voting
power of all stock of the Company, either
Common or Preferred, the Exercise
Price of an incentive stock option shall be
at least 100 percent of the Fair
Market Value of the Common Stock on the
date of the grant of the option. As used
herein, "Fair Market Value" means the mean
between the highest and lowest
reported sales prices of the Common Stock
on the New York Stock Exchange
Composite Tape or, if not listed on such
exchange, on any other national
securities exchange on which the Common
Stock is listed or on The Nasdaq Stock
Market, or, if not so listed on any other
national securities exchange or The
Nasdaq Stock Market, then the average of
the bid price of the Common Stock
during the last five trading days on the
OTC Bulletin Board immediately
preceding the last trading day prior to the
date with respect to which the Fair
Market Value is to be determined. If the
Common Stock is not then publicly
traded, then the Fair Market Value of the
Common Stock shall be the book value
of the Company per share as determined on
the last day of March, June,
September, or December in any year closest
to the date when the determination is
to be made. For the purpose of determining
book value hereunder, book value
shall be determined by adding as of the
applicable date called for herein the
capital, surplus, and undivided profits of
the Company, and after having
deducted any reserves theretofore
established; the sum of these items shall be
divided by the number of shares of the
Common Stock outstanding as of said date,
and the quotient thus obtained shall
represent the book value of each share of
the Common Stock of the Company.
2.3 Option
Period. The Stock Option period (the "Term") shall commence on
the date of grant of the Stock Option and
shall be 3 years or such shorter
period as is determined by the Committee.
Each Stock Option shall provide that
it is exercisable over its term in such
periodic installments as the Committee
in its sole discretion may determine. Such
provisions need not be uniform.
Section 16(b) of the Securities Exchange
Act of 1934, as amended (the "Exchange
Act") exempts persons normally subject to
the reporting requirements of Section
16(a) of the Exchange Act (the "Section 16
Reporting Persons") pursuant to a
qualified employee stock option plan from
the normal requirement of not selling
until at least six months and one day from
the date the Stock Option is granted.
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2.4 Exercise of Options.
2.4.1 Each Stock
Option may be exercised in whole or in part (but not as to
fractional shares) by delivering it for
surrender or endorsement to the Company,
attention of the Corporate Secretary, at
the principal office of the Company,
together with payment of the Exercise Price
and an executed Notice and Agreement
of Exercise in the form prescribed by
Paragraph 2.4.2. Payment may be made (a)
in cash, (b) by cashier's or certified
check, (c) by surrender of previously
owned shares of the Common Stock valued
pursuant to Paragraph 2.2 (if the
Committee authorizes payment in stock in
its discretion), (d) by withholding
from the Option Shares which would
otherwise be issuable upon the exercise of
the Stock Option that number of Option
Shares equal to the exercise price of the
Stock Option, if such withholding is
authorized by the Committee in its
discretion, or (e) in the discretion of the
Committee, by the delivery to the
Company of the optionee's promissory note
secured by the Option Shares, bearing
interest at a rate sufficient to prevent
the imputation of interest under
Sections 483 or 1274 of the Code, and
having such other terms and conditions as
may be satisfactory to the Committee.
2.4.2 Exercise
of each Stock Option is conditioned upon the agreement of
the Employee to the terms and conditions of
this Plan and of such Stock Option
as evidenced by the Employee's execution
and delivery of a Notice and Agreement
of Exercise in a form to be determined by
the Committee in its discretion. Such
Notice and Agreement of Exercise shall set
forth the agreement of the Employee
that (a) no Option Shares will be sold or
otherwise distributed in violation of
the Securities Act of 1933, as amended (the
"Securities Act") or any other
applicable federal or state securities
laws, (b) each Option Share certificate
may be imprinted with legends reflecting
any applicable federal and state
securities law restrictions and conditions,
(c) the Company may comply with said
securities law restrictions and issue "stop
transfer" instructions to its
Transfer Agent and Registrar without
liability, (d) if the Employee is a Section
16 Reporting Person, the Employee will
furnish to the Company a copy of each
Form 4 or Form 5 filed by said Employee and
will timely file all reports
required under federal securities laws, and
(e) the Employee will report all
sales of Option Shares to the Company in
writing on a form prescribed by the
Company.
2.4.3 No Stock
Option shall be exercisable unless and until any applicable
registration or qualification requirements
of federal and state securities laws,
and all other legal requirements, have been
fully complied with. The Company
will use reasonable efforts to maintain the
effectiveness of a Registration
Statement under the Securities Act for the
issuance of Stock Options and shares
acquired thereunder, but there may be times
when no such Registration Statement
will be currently effective. The exercise
of Stock Options may be temporarily
suspended without liability to the Company
during times when no such
Registration Statement is currently
effective, or during times when, in the
reasonable opinion of the Committee, such
suspension is necessary to preclude
violation of any requirements of applicable
law or regulatory bodies having
jurisdiction over the Company. If any Stock
Option would expire for any reason
except the end of its term during such a
suspension, then if exercise of such
Stock Option is duly tendered before its
expiration, such Stock Option shall be
exercisable and exercised (unless the
attempted exercise is withdrawn) as of the
first day after the end of such suspension.
The Company shall have no obligation
to file any Registration Statement covering
resales of Option Shares.
2.5 Continuous
Employment. Except as provided in Paragraph 2.7 below, an
Employee may not exercise a Stock Option
unless from the date of grant to the
date of exercise the Employee remains
continuously in the employ of the Company.
For purposes of this Paragraph 2.5, the
period of continuous employment of an
Employee with the Company shall be deemed
to include (without extending the term
of the Stock Option) any period during
which the Employee is on leave of absence
with the consent of the Company, provided
that such leave of absence shall not
exceed three months and that the Employee
returns to the employ of the Company
at the expiration of such leave of absence.
If the Employee fails to return to
the employ of the Company at the expiration
of such leave of absence, the
Employee's
