Drayton Richdale Corp – ‘S-8’ on 4/10/97 – EX-4

As of:  Thursday, 4/10/97   ·   Effective:  4/10/97   ·   Accession #:  734089-97-10   ·   File #:  333-24933

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement                                 6±    29K 
 2: EX-4        Stock Option Plan                                      4±    18K 
 3: EX-5        Opinion and Consent of Counsel                         3±    15K 
 4: EX-23       Consent of Certified Public Accountant                 1      7K 

EX-4   —   Stock Option Plan

EX-4
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Exhibit A                 

THE 1997 STOCK OPTION PLAN                

OF EUROTRONICS HOLDINGS INC.                

EX-4
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THE 1997 STOCK OPTION PLAN OF EUROTRONICS HOLDINGS, INC.            

Eurotronics Holdings, Inc., a Utah corporation (the "Company"), hereby
adopts the 1997 Stock Option Plan of Eurotronics Holdings, Inc. (this "Plan"),  
this 7th day of April 1997.  Under this Plan, the Company may grant options to  
acquire (the "Options") shares of its common stock, par value $0.0001 (the      
"Stock"), from time to time to employees of the Company or its subsidiaries,    
all on the terms and conditions set forth herein.  In addition, at the          
discretion of the Board of Directors, options to acquire stock of the Company   
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 and 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.                   

1.   Purpose of this Plan. This Plan is intended to aid the Company in          
maintaining and developing a management team, and in attracting new personnel   
as needed 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 Options.               

2.   Administration of this Plan.  Administration of this Plan shall be         
determined by the Company's Board of Directors (the "Board").  Subject to       
compliance with applicable provisions of governing law, the Board may delegate  
administration of this Plan or specific administrative duties with respect to   
this Plan on such terms and to such committees of the Board as it deems proper  
(hereinafter the Board or its authorized committee shall be referred to as      
"Plan Administrators").  The interpretation and construction of the terms of    
this Plan by the Plan Administrators thereof shall be final and binding on all  
participants in this Plan absent a showing of demonstrable error.  No member    
of the Plan Administrators shall be liable for any action taken or              
determination made in good faith with respect to this Plan.  Any Option         
approved by a majority vote of those Plan Administrators attending a duly and   
properly held meeting shall be valid.  Any Option approved by the Plan          
Administrators shall be approved as specified by the Board at the time of       
delegation.                                                                     

3.   Shares of Stock Subject to this Plan.   A total of five hundred thousand   
(500,000) shares of Stock may be subject to, or issued pursuant to, Options     
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.                                        

5.   Eligibility.  The Plan Administrators may grant Options 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.  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.  Options     
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.   Term of Options and Certain Limitations on Right to Exercise.              
     a.   Each Option shall have its term established by the Plan Administrators
    at the time the Option is granted but in no event may such term exceed one
(1) year.                                                             
 b.   The term of the Option, once it is granted, may be reduced only as
   provided for in this Plan and under the express written provisions of the
Option.                                                               
  c.   Unless otherwise specifically provided by the written provisions of
the Option or required by applicable disclosure or other legal        
requirements promulgated by the Securities and Exchange Commission    
  ("SEC"), no participant of this Plan or his or her legal representative,
    legatee, or distributee will be, or shall be deemed to be, a holder of any
     shares subject to an Option unless and until such participant exercises his
     or her right to acquire all or a portion of the Stock subject to the Option
   and delivers the required consideration to the Company in accordance with
 the terms of this Plan and the Option and then only as to the number of
    shares of Stock validly acquired.  Except as specifically provided in this
 Plan or as otherwise specifically provided by the written provisions of
    the Option, no adjustment to the exercise price or the number of shares of
 Stock subject to the Option shall be made for dividends or other rights
   for which the record date is prior to the date on which the Stock subject
to the Option is acquired by the holder.                              
     d.   Options shall vest and become exercisable at such time or times and on
 such terms as the Plan Administrators may determine at the time Options
 are granted, but in no event longer than one (1) year after such grant.
  e.   Options may contain such other provisions, including further lawful
restrictions on the vesting and exercise of the Options as the Plan   
Administrators may deem advisable.                                    
 f.   In no event may an Option be exercised after the expiration of its
term.                                                                 
   g.   Options shall be non-transferable, except by the laws of descent and
distribution.                                                         

7.   Exercise Price.  The exercise price payable to the Company for shares to   
be obtained pursuant to Options shall be established by the Board at the time   
Options are granted.                                                            

8.   Payment of Exercise Price.  The exercise of any Option shall be contingent 
on receipt by the Company of the exercise price paid in either cash, certified  
or personal check payable to the Company.                                       

9.   Withholding.  If the grant or exercise of an Option is subject to          
withholding or other trust fund payment requirements of the Internal Revenue    
Code of 1986, as amended (the "Code"), or applicable state or local laws, the   
Company may initially pay the Optionee's liability and be reimbursed by         
Optionee no later than six months after such liability arises and Optionees     
hereby agree to such reimbursement terms.                                       

10.  Dilution or Other Adjustment.  The shares of Common Stock subject to       
this Plan and the exercise price of outstanding Options are subject to          
proportionate adjustment in the event of a stock dividend on the Common Stock   
or a change in the number of issued and outstanding shares of Common Stock as   
a result of a stock split, consolidation, or other recapitalization.  The       
Company, in its discretion, may adjust the Options, issue replacements, or      
declare Options void.                                                           

11.  Options to Foreign Nationals.   The Plan Administrators may, in order      
to fulfill the purpose of this Plan and without amending this Plan, grant       
Options to foreign nationals or individuals residing in foreign countries that  
contain provisions, restrictions, and limitations different from those set      
forth in this Plan and the Options made to United States residents in order to  
recognize differences among the countries in law, tax policy, and custom.       
Such grants shall be made in an attempt to give such individuals essentially    
the same benefits as contemplated by a grant to United States residents under   
the terms of this Plan.                                                         

12.  Listing and Registration of Shares.   Each Option shall be subject to      
the requirement that if at any time the Plan Administrators shall determine,    
in its sole discretion, that it is necessary or desirable to list, register,    
or qualify the shares covered thereby on any securities exchange or under any   
state or federal law, or obtain the consent or approval of any governmental     
agency or regulatory body as a condition of, or in connection with, the         
granting of such Option or the issuance or purchase of shares thereunder, such  
Option may not be exercised in whole or in part unless and until such listing,  
registration, consent, or approval shall have been effected or obtained free    
of any conditions not acceptable to the Plan Administrators.                    

13.  Expiration and Termination of this Plan.  This Plan may be abandoned or    
terminated at any time by the Plan Administrators except with respect to any    
Options then outstanding under this Plan.  This Plan shall otherwise terminate  
on the earlier of the date that is five years from the date first appearing in  
this Plan or the date on which the five hundred thousandth share is issued      
hereunder.                                                                      

14.  Amendment of this Plan.   This Plan may not be amended more than once      
during any six-month period, other than to comport with changes in the Code or  
the Employee Retirement Income Security Act or the rules and regulations        
promulgated thereunder.  The Plan Administrators may modify and amend this      
Plan in any respect; provided, however, that to the extent such amendment or    
modification would cause this Plan to no longer comply with the applicable      
provisions of the Code governing incentive  stock options as they may be        
amended from time to time, such amendment or modification shall also be         
approved by the shareholders of the Company.                                    

ATTEST:                                                                         
/s/ Mark Tolman, President                                                  
Mark Tolman, President