THE 1997 STOCK OPTION PLAN
PriceSmart, Inc., a Delaware corporation, has adopted The 1997 Stock Option Plan of PriceSmart, Inc. (this
"Plan"), effective August 29, 1997, for the benefit of its eligible employees, consultants and directors.
The purposes of this Plan are as follows:
(1) To provide an additional incentive for directors, key Employees and consultants to further the growth,
development and financial success of the Company by personally benefiting through the ownership of Company
stock which recognizes such growth, development and financial success.
(2) To enable the Company to obtain and retain the services of directors, key Employees and consultants
considered essential to the long range success of the Company by offering them an opportunity to own stock in
the Company which will reflect the growth, development and financial success of the Company.
1.1 GENERAL. Wherever the following terms are used in this Plan they shall have the meanings specified below,
unless the context clearly indicates otherwise.
1.2 AWARD LIMIT. "Award Limit" shall mean 125,000 shares of Common Stock, as adjusted pursuant to
1.3 BOARD. "Board" shall mean the Board of Directors of the Company.
1.4 CODE. "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.5 COMMITTEE. "Committee" shall mean the Compensation Committee of the Board, or another committee
or subcommittee of the Board, appointed as provided in Section 6.1.
1.6 COMMON STOCK. "Common Stock" shall mean the common stock of the Company, par value $.0001
1.7 COMPANY. "Company" shall mean PriceSmart, Inc., a Delaware corporation.
1.8 CORPORATE TRANSACTION. "Corporate Transaction" shall mean any of the following stockholder-
approved transactions to which the Company is a party:
(a) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the
principal purpose of which is to change the State i