ex4-2.htm


    
      

    

    Exhibit 4.2

     

    
      NON-EMPLOYEE
DIRECTORS AND CONSULTANTS RETAINER OPTION PLAN

      


      LIFESTEM
INTERNATIONAL, INC.

      NON-EMPLOYEE
DIRECTORS AND CONSULTANTS

      RETAINER
OPTION PLAN

      


      1.  Introduction.

      


      This plan
shall be known as "LifeStem International, Inc.'s Non-Employee Directors and
Consultants Retainer Option Plan" is hereinafter referred to as the
"Plan".  The purposes of the Plan are to enable LifeStem Internation,
Inc., a Nevada corporation ("Company"), to promote the interests of the Company
and its shareholders by attracting and retaining non-employee Directors and
Consultants capable of furthering the future success of the Company and by
aligning their economic interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the form of stock options of
the Company's common stock, par value one tenth of one cent ($0.001) per share
("Common Stock").

      


      2.  Definitions.

      


      The
following terms shall have the meanings set forth below:

      


      "Board"
means the Board of Directors of the Company.

      


      "Change
of Control" has the meaning set forth in Section 12(d).

      


      "Code"
means the Internal Revenue Code of 1986, as amended, and the rules and
regulations thereunder. References to any provision of the Code or rule or
regulation thereunder shall be deemed to include any amended or successor
provision, rule or regulation.

      


      "Committee"
means the committee that administers the Plan, as more fully defined in Section
13.

      


      "Common
Stock Options" has the meaning set forth in Section 1.

      


      "Company"
has the meaning set forth in Section 1.

      


      "Delivery
Date" has the meaning of the date on which the stock options are
delivered.

      


      "Director"
means an individual who is a member of the Board of Directors of the
Company.

      


      "Effective
Date" has the meaning set forth in Section 3.

      


      "Exchange
Act" has the meaning set forth in Section 13(b).

      


      "Fair
Market Value" means the mean between the highest and lowest reported sales
prices of the Common Stock on the NYSE Composite Tape or, if not listed on such
exchange, on any other national securities exchange on which the Common Stock is
listed or on NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      "Participant"
has the meaning set forth in Section 4.

      


      "Payment
Time" means the time when a Stock Option is payable to a
Participant.

      


      3.  Effective
Date of the Plan.

      


      The Plan
was adopted by the Board effective May 28, 2008 ("Effective Date").

      


      4.  Eligibility.

      


      Each
individual who is a Director or Consultant on the Effective Date and each
individual who becomes a Director or Consultant thereafter during the term of
the Plan, shall be a participant ("Participant") in the Plan, in each case
during such period as such individual remains a Director or Consultant and is
not an employee of the Company or any of its subsidiaries.  Each
credit of shares of Common Stock pursuant to the Plan shall be evidenced by a
written agreement duly executed and delivered by or on behalf of the Company and
a Participant, if such an agreement is required by the Company to assure
compliance with all applicable laws and regulations.

      


      5.  Purchase
Price.

      


           The
purchase price ("Exercise Price") of shares of Common Stock subject to each
Stock Option ("Option Shares") shall be One Dollar ($1.00). For an employee
holding greater than ten percent (10%) 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 one hundred and ten percent (110%) of the
Exercise Price, as above determined to be One Dollar ($1.00) and thereby is
hereby determined to be One Dollar and Ten Cents ($1.10).

      5.1  Option
Period.

      


           The
Stock Option period (the "Term") shall commence on the date of grant of the
Stock Option and shall be ten (10) 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 Exchange Act exempts persons normally
subject to the reporting requirements of Section 16(a) of the Exchange Act
("Section 16 Reporting Persons") pursuant to a qualified employee stock option
plan from the normal requirement of not selling until at least six (6) months
and one day from the date the Stock Option is granted.  In addition,
under Section 16(b), the Board of Directors has the authority to approve any
transaction normally subject to the requirements under Section 16 and thereby
definitively determine that such transaction does not come under the provisions
of Section 16.

      


      5.2  Exercise
of Options.

      


           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 (i) in cash by cashier's or certified check, (ii) by cashless exercise,
(iii) by surrender of previously owned shares of the Company's Common Stock
valued pursuant to paragraph 2.2 (if the Committee authorizes payment in stock
in its discretion), (iv) 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 (v) 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.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      6.  Share
Certificates; Voting and Other Rights.

      


      The
certificates for shares delivered to a Participant pursuant to the Plan above
shall be issued in the name of the Participant, and from and after the date of
such issuance the Participant shall be entitled to all rights of a shareholder
with respect to Common Stock for all such shares issued in his or her name,
including the right to vote the shares, and the Participant shall receive all
dividends and other distributions paid or made with respect
thereto.

      


      7.  General
Restrictions.

      


      (a)  Notwithstanding
any other provision of the Plan or agreements made pursuant thereto, the Company
shall not be required to issue or deliver any certificate or certificates for
shares of Common Stock under the Plan prior to fulfillment of all of the
following conditions:

      


      (i)   Listing
or approval for listing upon official notice of issuance of such shares on the
New York Stock Exchange, Inc., or such other securities exchange as may at the
time be a market for the Common Stock;

      


      (ii)   Any
registration or other qualification of such shares under any state or federal
law or regulation, or the maintaining in effect of any such registration or
other qualification which the Committee shall, upon the advice of counsel, deem
necessary or advisable; and

      


      (iii)   Obtaining
any other consent, approval, or permit from any state or federal governmental
agency which the Committee shall, after receiving the advice of counsel,
determine to be necessary or advisable.

      


      (b)  Nothing
contained in the Plan shall prevent the Company from adopting other or
additional compensation arrangements for the Participants.

      


      8.  Shares
Available.

      


      The
maximum number of shares of Common Stock which may in the aggregate be paid
pursuant to the Plan is Six Hundred Thousand (600,000).  Shares of
Common Stock issueable under the Plan may also be taken from treasury shares of
the Company or purchased on the open market.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      9.  Administration;
Amendment and Termination.

      


      (a)  The
Plan shall be administered by a Compensation Committee or by the Board
("Committee"), which shall have full authority to construe and interpret the
Plan, to establish, amend and rescind rules and regulations relating to the
Plan, and to take all such actions and make all such determinations in
connection with the Plan as it may deem necessary or desirable.
(b)  The Board may from time to time make such amendments to the Plan,
including to preserve or come within any exemption from liability under Section
16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as it may deem proper and in the best interest of the Company without further
approval of the Company's stockholders.  The Board may terminate the
Plan at any time by a vote of a majority of the members thereof.

      


      10.  Miscellaneous.

      


      (a)  Nothing
in the Plan shall be deemed to create any obligation on the part of the Board to
nominate any Director for reelection by the Company's shareholders or to limit
the rights of the shareholders to remove any Director.

      


      (b)  The
Company shall have the right to require, prior to the issuance or delivery of
any shares of Common Stock pursuant to the Plan, that a Participant make
arrangements satisfactory to the Committee for the withholding of any taxes
required by law to be withheld with respect to the issuance or delivery of such
shares, including without limitation by the withholding of shares that would
otherwise be so issued or delivered, by withholding from any other payment due
to the Participant, or by a cash payment to the Company by the
Participant.

      


      11.  Governing
Law.

      


      The Plan
and all actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Nevada.

      


      LifeStem
International, Inc.

      


      


      By: /s/
James DeOlden

      James
DeOlden, CEO