[
EXHIBIT 4.1 - INSTRUMENT DEFINING THE RIGHTS OF SECURITY
HOLDERS]
THE 2009 MOLLER INTERNATIONAL, INC. STOCK,
OPTION AND RESTRICTED STOCK BENEFIT PLAN
Moller International, Inc., a California corporation (the
"Company"), hereby
adopts The 2009 Moller International Stock, Option, and Restricted
Stock Benefit
Plan (the "Plan") this 26th day of February 2009. Under the Plan,
the Company
may issue stock, or grant options to acquire the Company's no par
value common
stock (the "Stock"), from time to time to employees of the Company
or its
subsidiaries, all on the terms and conditions set forth herein
("Benefits"). In
addition, at the discretion of the Board of Directors, Benefits may
from time to
time be granted under this Plan to other individuals, including
consultants or
advisors, who contribute to the success of the Company or its
subsidiaries but
are not employees of the Company or its subsidiaries, provided that
bona fide
services shall be rendered by consultants and advisors and such
services must
not be in connection with the offer or sale of securities in a
capital-raising
transaction. Furthermore, no stock may be issued, or option
granted, under the
benefit plan to consultants, advisors, or other persons who
directly or
indirectly promote or maintain a market for the Company's
securities.
1. Purpose of the Plan. The Plan is intended to aid the Company in
maintaining
and developing a management team, attracting qualified officers,
employees,
consultants and key advisors capable of contributing the future
success of the
Company, and rewarding those individuals who have contributed to
the success of
the Company. The Company has designed this Plan to aid it in
retaining the
services of executives and employees and in attracting new
personnel when needed
for future operations and growth and to provide such personnel with
an incentive
to remain employees of the Company, to use their best efforts to
promote the
success of the Company's business, and to provide them with an
opportunity to
obtain or increase a proprietary interest in the Company. It is
also designed to
permit the Company to reward those individuals who are not
employees of the
Company but who management perceives to have contributed to the
success of the
Company or who are important to the continued business and
operations of the
Company. The above goals will be achieved through the granting of
Benefits.
2. Administration. The Plan shall be administered by the Board of
Directors of
the Company (the 'Board') which shall keep the minutes of its
proceedings with
regard to the Plan and all records, documents, and data pertaining
to its
administration of the Plan. A majority of the members of the Board
shall
constitute a quorum for the transaction of business, and the vote
of a majority
of those members present at any meeting shall decide any question
brought before
that meeting. In addition, the Board may take any action otherwise
proper under
the Plan by the affirmative vote, taken without a meeting, of a
majority of its
members. Any decision or determination reduced to writing and
signed by a
majority of the members shall be as effective as if it had been
made by a
majority vote at a meeting properly called and held. All questions
of
interpretation and application of the Plan shall be subject to the
determination
of the Board. The actions of the Board in exercising all of the
rights, powers
and authorities set out in this Plan, when performed in good faith
and in its
sole judgment, shall be final, conclusive, and binding on the
parties.
<PAGE>
3. Shares of Stock Subject to this Plan. A total of seven million
five hundred
thousand (7,500,000) Shares of Common Stock may be subject to, or
issued
pursuant to, Benefits granted under this Plan. If any right to
acquire Stock
granted under this Plan is exercised by the delivery of shares of
Stock or the
relinquishment of rights to shares of Stock, only the net shares of
Stock issued
(the shares of stock issued less the shares of Stock surrendered)
shall count
against the total number of shares reserved for issuance under the
terms of this
Plan.
4. Reservation of Stock on Granting of Option. At the time any
Option is granted
under the terms of this Plan, the Company will reserve for issuance
the number
of shares of Stock subject to such Option until it is exercised or
expires. The
Company may reserve either authorized but unissued shares or issued
shares
reacquired by the Company (treasury stock).
5. Eligibility. The Plan Administrators may grant Benefits to
employees,
officers, and directors of the Company and its subsidiaries, as may
be existing
from time to time, and to other individuals who are not employees
of the Company
or its subsidiaries, including consultants and advisors, provided
that such
consultants and advisors render bona fide services to the Company
or its
subsidiaries and such services are not rendered in connection with
the offer or
sale of securities in a capital-raising transaction, or for
establishing,
maintaining or promoting a public market for the Company's
securities. In any
case, the Plan Administrators shall determine, based on the
foregoing
limitations and the Company's best interests, which employees,
officers,
directors, consultants and advisors are eligible to participate in
this Plan.
Benefits shall be in the amounts, and shall have the rights and be
subject to
the restrictions, as may be determined by the Plan Administrators,
all as may be
within the provisions of this Plan.
6. Authority to Grant Stock Awards. The Board in its discretion and
subject to
the provisions of the Plan may, from time to time, grant to
eligible individuals
of the Company Stock Awards. The Board may award and issue shares
of Common
Stock under the Plan in fulfillment of such Stock Awards. Stock
Awards may be
made in lieu of cash compensation or as additional compensation.
Stock Awards
may also be made pursuant to performance-based goals established by
the Board.
Subject only to any applicable limitations set forth in the Plan,
the number of
shares of Common Stock covered by any Stock Award shall be
determined by the
Board.
7. Stock Awards.
(a) Awards in Lieu of Compensation. The Board may grant Common
Stock to an
Eligible Individual under the Plan, without any payment by the
individual, in
lieu of certain cash compensation or as additional compensation.
The Stock Award
is subject to appropriate tax withholding. After compliance with
the tax
withholding requirements, a stock certificate shall be issued to
the individual
recipient of the Stock Award. The certificate shall bear such
legend, if any, as
the Board determines is reasonably required by applicable law.
Prior to receipt
of a Stock Award, the individual must comply with appropriate
requests of the
Board to assure compliance with all relevant laws.
(b) Performance Based Awards. The Board may award shares of Common
Stock,
without any payment for such shares, to designated individuals if
specified
performance goals established by the Board are satisfied. The
designation of an
employee eligible for a specific performance-based Stock Award
shall be made by
the Board in writing prior to the beginning of the twelve-month
period for which
the performance is measured. The Board shall establish the number
of shares to
be issued to a designated employee if the performance goal is met.
The Board
must certify in writing that a performance goal has been
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