exv10w3






Exhibit
10.3

TECHNISCAN, INC.




EMPLOYEE STOCK OPTION PLAN




Effective June 12, 2001




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	Article	 	 	 	 	 	 
	Number	 	Description	 	 
	ARTICLE I	 	 
	NAME, PURPOSES, AND EFFECTIVE DATE	 	1
	 	 	1.1	 	Name of Plan	 	1
	 	 	1.2	 	Purposes	 	1
	 	 	1.3	 	Effective Date	 	1
	 
	 	 	 	 	 	 	 	 
	ARTICLE II	 	 
	DEFINITIONS	 	1
	 	 	2.1	 	“Affiliate”	 	1
	 	 	2.2	 	“Award”	 	2
	 	 	2.3	 	“Award Agreement”	 	2
	 	 	2.4	 	“Board”	 	2
	 	 	2.5	 	“Cause”	 	2
	 	 	2.6	 	“Code”	 	2
	 	 	2.7	 	“Committee”	 	2
	 	 	2.8	 	“Company”	 	2
	 	 	2.9	 	“Consultant”	 	2
	 	 	2.10	 	“Director”	 	2
	 	 	2.11	 	“Disability”	 	2
	 	 	2.12	 	“Early Retirement”	 	2
	 	 	2.13	 	“Employee”	 	2
	 	 	2.14	 	“Fair Market Value”	 	3
	 	 	2.15	 	“Incentive Stock Option”	 	3
	 	 	2.16	 	“Nonqualifled Stock Option”	 	3
	 	 	2.17	 	“Normal Retirement”	 	3
	 	 	2.18	 	“Optionee”	 	3
	 	 	2.19	 	“Participant”	 	3
	 	 	2.20	 	“Performance Award”	 	3
	 	 	2.21	 	“Plan”	 	3
	 	 	2.22	 	“Restricted Stock Award”	 	3
	 	 	2.23	 	“Retirement”	 	3
	 	 	2.24	 	“Stock” or “Share”	 	3
	 	 	2.25	 	“Stock Appreciation Right”	 	3
	 	 	2.26	 	“Stock Option” or “Option”	 	3
	 
	 	 	 	 	 	 	 	 
	ARTICLE III	 	 
	ELIGIBILITY FOR AWARDS	 	4
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV	 	 
	CAPITAL STOCK	 	4
	 	 	4.1	 	The Shares	 	4






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	Article	 	 	 	 	 	 
	Number	 	Description	 	 
	 	 	4.2	 	Stock Subject to the Plan	 	4
	 
	 	 	 	 	 	 	 	 
	ARTICLE V	 	 
	STOCK OPTIONS	 	4
	 	 	5.1	 	Grant of Options	 	4
	 	 	5.2	 	Types of Options	 	5
	 	 	5.3	 	Conformity with Code Section 422	 	5
	 	 	5.4	 	Waiver of Other Amounts	 	5
	 	 	5.5	 	Terms and Conditions	 	5
	 
	 	 	 	a.	 	Option Price	 	5
	 
	 	 	 	b.	 	10% Stockholder	 	5
	 
	 	 	 	c.	 	Option Term	 	5
	 
	 	 	 	d.	 	Exercisability	 	5
	 
	 	 	 	e.	 	Method of Exercise	 	6
	 
	 	 	 	f.	 	Rights of Holders	 	6
	 
	 	 	 	g.	 	Consideration	 	6
	 
	 	 	 	h.	 	Cash-Out	 	7
	 
	 	 	 	i.	 	Replacement Options	 	7
	 
	 	 	 	j.	 	Vesting	 	7
	 
	 	 	 	k.	 	Disability of Optionee	 	7
	 
	 	 	 	1.	 	Death of Optionee	 	7
	 
	 	 	 	m.	 	Retirement	 	8
	 
	 	 	 	n.	 	Other Termination of Employment or Relationship as a Director or Consultant	 	8
	 
	 	 	 	o.	 	Securities Law Compliance	 	8
	 
	 	 	 	p.	 	Dollar Limitation on Incentive Stock Options	 	9
	 
	 	 	 	q.	 	Continuous Status as an Employee, Director or Consultant	 	9
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI	 	 
	STOCK APPRECIATION RIGHTS	 	9
	 	 	6.1	 	Grant and Exercise	 	9
	 	 	6.2	 	Termination	 	9
	 	 	6.3	 	Surrender of Stock Option	 	9
	 	 	6.4	 	Terms and Conditions	 	10
	 
	 	 	 	a.	 	When Exercisable	 	10
	 
	 	 	 	b.	 	Effect of Exercise	 	10
	 
	 	 	 	c.	 	Relation to Stock Option	 	10
	 
	 	 	 	d.	 	Effect on Share Limitation	 	10
	 
	 	 	 	e.	 	Exercise Upon Adjustment	 	10
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII	 	 
	RESTRICTED STOCK AWARDS	 	10
	 	 	7.1	 	Administration	 	10
	 	 	7.2	 	Criteria for Award	 	11
	 	 	7.3	 	Varying Provisions	 	11






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	Article	 	 	 	 	 	 
	Number	 	Description	 	 
	 	 	7.4	 	Awards and Certificates	 	11
	 
	 	 	 	a.	 	Purchase Price	 	11
	 
	 	 	 	b.	 	Acceptance of Award	 	11
	 
	 	 	 	c.	 	Stock Certificate	 	11
	 
	 	 	 	d.	 	Custody of Certificates	 	11
	 	 	7.5	 	Restrictions and Conditions	 	11
	 
	 	 	 	a.	 	Restriction Period	 	11
	 
	 	 	 	b.	 	Shareholder Rights	 	11
	 
	 	 	 	c.	 	Forfeiture of Shares	 	12
	 
	 	 	 	d.	 	Waiver of Restrictions	 	12
	 
	 	 	 	e.	 	Delivery of Shares	 	12
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII	 	 
	PERFORMANCE AWARDS	 	12
	 	 	8.1	 	Grant of Right to Earn Award	 	12
	 	 	8.2	 	Participant Consideration	 	12
	 	 	8.3	 	Award Agreement	 	12
	 	 	8.4	 	Shares Granted as Performance Award	 	12
	 
	 	 	 	 	 	 	 	 
	ARTICLE IX	 	 
	ADJUSTMENTS	 	13
	 	 	9.1	 	Recapitalizations, Etc	 	13
	 	 	9.2	 	Acceleration of Exercise	 	13
	 	 	9.3	 	Right to Call Options	 	13
	 	 	9.4	 	Committee Decision Final	 	13
	 	 	9.5	 	Compliance with Code Section 280G	 	13
	 
	 	 	 	 	 	 	 	 
	ARTICLE X	 	 
	ADMINISTRATION	 	14
	 	 	10.1	 	The Board	 	14
	 	 	10.2	 	The Committee	 	14
	 	 	10.3	 	Construction and Interpretation of the Plan	 	14
	 	 	10.4	 	Delegation of Operational Responsibilities	 	14
	 	 	10.5	 	Indemnification of Committee	 	15
	 
	 	 	 	 	 	 	 	 
	ARTICLE XI	 	 
	AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN	 	15
	 	 	11.1	 	Plan Amendment	 	15
	 	 	11.2	 	Amendment of Awards	 	15
	 	 	11.3	 	Suspension or Termination	 	16
	 
	 	 	 	 	 	 	 	 
	ARTICLE XII	 	 
	REVIEW PROCEDURE UPON DENIAL OF A CLAIM	 	16
	 	 	12.1	 	Notice of Denial of Claim	 	16
	 	 	12.2	 	Review Procedure	 	16






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	Article	 	 	 	 	 	 
	Number	 	Description	 	 
	ARTICLE XIII	 	 
	GENERAL PROVISIONS	 	16
	 	 	13.1	 	Securities Restrictions	 	16
	 	 	13.2	 	Restrictions on Transferability	 	17
	 	 	13.3	 	Other Arrangements	 	17
	 	 	13.4	 	No Vested Rights	 	17
	 	 	13.5	 	Federal Tax Obligations	 	17
	 	 	13.6	 	Right of First Refusal and Redemption	 	17
	 	 	13.7	 	Written Award Agreement	 	17
	 	 	13.8	 	Unfunded Status of Plan	 	18
	 	 	13.9	 	Designation of Beneficiary	 	18
	 	 	13.10	 	Severability	 	18
	 	 	13.11	 	Construction	 	18
	 	 	13.12	 	Headings	 	18
	 	 	13.13	 	Notices	 	18
	 	 	13.14	 	Governing Law	 	19
	 
	 	 	 	 	 	 	 	 
	SIGNATURE PAGE	 	19







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TECHNISCAN, INC.




EMPLOYEE STOCK OPTION PLAN




Effective June 12, 2001




ARTICLE I




NAME, PURPOSES, AND EFFECTIVE DATE




     1.1 Name of Plan. The Plan created in accordance with the terms hereof shall be known
as the TechniScan, Inc., Employee Stock Option Plan (hereinafter referred to as the “Plan”).



     1.2 Purposes.



          a. The purpose of the Plan is to provide a means by which selected managerial, technical and
salaried Employees and Directors of and Consultants to, the Company, and its Affiliates, may be
given an opportunity to purchase stock of the Company through Stock Options.




          b. The Company, by means of the Plan, seeks to secure and retain the services of persons who
are now or who may be in the future key Employees or Directors of or Consultants to the Company or
its Affiliates and to provide incentives for such persons to exert maximum efforts for the success
of the Company and its Affiliates.




          c. It is intended that eligibility under this Plan for Incentive Stock Options be restricted
to the salaried employees of the Company. All provisions of this Plan shall be construed to
effectuate such purposes.




     1.3 Effective Date. The Plan shall he effective as of the date of its adoption by the
Board of Directors, subject to approval by the stockholders of the Company within twelve (12)
months after the date the Plan is adopted by the Board.



ARTICLE II




DEFINITIONS




     The following terms and phrases shall have the following meanings when used herein, unless a
different meaning is clearly required by the context:



     2.1 “Affiliate” means any parent corporation or subsidiary corporation of the Company,
whether now or hereafter existing, as those terms are defined in Sections 424(e) and



 









 




(f) respectively, of the Code, including without limitation TechniScan Medical, Inc., a Delaware
corporation.




     2.2 “Award” means a Stock Option, Stock Appreciation Right, Restricted Stock or any
other Award or benefit granted under this plan.



     2.3 “Award Agreement” means the written document(s) executed by the Company and a
Participant which sets forth the terms and conditions of a grant by the Company to such Participant
of an Award.



     2.4 “Board” means the Board of Directors of the Company.



     2.5 “Cause” means any act or failure to act by a Participant, involving a
Participant’s (i) willful misconduct, dishonesty or malfeasance; (88) conviction of a felony; (iii)
gross negligence; or (iv) aid to a competitor, which is directly and materially harmful to the
business or reputation of the Company.



     2.6 “Code” means the Internal Revenue Code of 1986 including its separate and various
provisions, as the Code or those provisions may be amended from time to time, and any successor
thereto.



     2.7 “Committee” means an administrative committee duly elected or appointed by the
Board pursuant to Article X hereof, having control over and responsibility to administer the Plan.
If at any time no Committee shall be duly elected and serving for whatever reason, then the
functions of the Committee specified in the Plan shall be exercised by the Board.



     2.8 “Company” means TechniScan, Inc., a corporation organized under the laws of the
State of Utah, or any successor organization.



     2.9 “Consultant” means an independent contractor hired by the Company to provide
expert advisory, technical or consulting services to the Company.



     2.10 “Director” means a member of the Board.



     2.11 “Disability” shall have the same meaning as under the Company’s retirement plan,
as amended from time to time, and if none, as the Committee may otherwise provide from time to
time.



     2.12 “Early Retirement” means retirement with consent of the Committee from active
employment with the Company or an Affiliate prior to normal retirement age under provisions of the
Company’s retirement plan, if such a plan is in effect at the time, or retirement prior to age 65,
if no retirement plan is then in place.



     2.13 “Employee” means a person who is on the payroll records of the Employer as a
common law employee, as determined solely by the Employer. For purposes of this Plan, “Employer”
means the Company or any of its Affiliates.



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     2.14 “Fair Market Value” means the fair market value of a Share for all relevant
purposes under the Plan, which shall be determined by the Committee acting in good faith.



     2.15 “Incentive Stock Option” means any Stock Option intended to be and designated as
an “Incentive Stock Option” within the meaning of Section 422 of the Code.



     2.16 “Nonqualified Stock Option” means any Stock Option that is not an Incentive Stock
Option.



     2.17 “Normal Retirement” means retirement from active employment with the Company or
an Affiliate pursuant to the normal retirement provisions of the Company’s retirement plan, if such
a plan is in effect at the time, or retirement at or after age 65, if no retirement plan is then in
place.



     2.18 “Optionee” means an Employee, Director or Consultant who holds an outstanding
Stock Option, except that only an Employee can be an Optionee with respect to an Incentive Stock
Option.



     2.19 “Participant” means an Employee, Director or Consultant to whom the Committee, in
its discretion, grants an Award pursuant to the Plan.



     2.20 “Performance Award” means an Award made pursuant to Article VIII below that is
payable in cash and/or Stock (including Restricted Stock) in accordance with the terms of the
grant, based on Company, business unit and/or individual performance over a specified period of
time.



     2.21 “Plan” means the TechniScan, Inc., Employee Stock Option Plan set forth in this
document.



     2.22 “Restricted Stock Award” means an Award of Shares of Stock that is subject to the
provisions of Article VII below. “Restricted Stock” is stock restricted from sale, pledge,
assignment or other transfer pursuant to applicable securities laws and/or restrictions placed on
the stock by the Committee.



     2.23 “Retirement” means either Normal or Early Retirement



     2.24 “Stock” or “Share” means the voting and nonvoting common stock of the
Company.



     2.25 “Stock Appreciation Right” means the right, pursuant to an Award granted under
Article VI below, to surrender to the Company all (or a portion) of a Stock Option in exchange for
an amount equal to the difference between (i) the Fair Market Value, as of the date such Stock
Option (or such portion thereof) is surrendered, of the Shares of Stock covered by such Stock
Option (or such portion thereof), and (ii) the aggregate exercise price of such Stock Option (or
such portion thereof).



     2.26 “Stock Option” or “Option” means any option to purchase shares of Stock
granted pursuant to Article V.



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ARTICLE III




ELIGIBILITY FOR AWARDS




     Awards shall be granted to such Participants as the Committee shall select from time to time.
A Participant may hold more than one Award, but only on the terms and subject to the restrictions
hereinafter set forth. Different Participants may be granted Awards with different terms, in
connection with different amounts of Shares.



     Notwithstanding any other provision contained herein, Incentive Stock Options may be granted
only to Employees. All other Awards hereunder may be granted to Employees, Directors or
Consultants.



ARTICLE IV




CAPITAL STOCK




     4.1 The Shares. Shares of Stock issued to Participants pursuant to Awards hereunder
may constitute an original issue of authorized Stock or may consist of previously issued Stock
reacquired by the Company, as shall be determined by the Board.



     4.2 Stock Subject to the Plan.



          a. The maximum number of Shares of Stock authorized for issuance under the Plan with respect
to the grant of Awards while the Plan is in effect, subject to adjustment in accordance with
Section 9.1 below, shall be 500,000 Shares, or such other number of Shares as may be subsequently
approved by the Board, and if required pursuant to Section 422 of the Code, by the Shareholders.




          b. Any unused portion of the Shares available for Award in any award year shall be carried
forward and shall be made available for Awards in succeeding calendar years. The Shares related to
the unexercised or undistributed portion of any terminated, expired or forfeited Award with respect
to which no material benefit was received by a Participant (e.g. dividends) also shall be made
available for distribution in connection with future Awards under the Plan.




ARTICLE V




STOCK OPTIONS




     5.1 Grant of Options. Stock Options may be granted alone, in addition to or in tandem
with other Awards granted under the Plan. Any Stock Option granted under the Plan shall be in such
form as the Committee may from time to time approve.



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     5.2 Types of Options. The Committee shall have the authority to grant Incentive Stock
Options, Nonqualified Stock Options, or both types of Stock Options (in each case with or without
Stock Appreciation Rights), with respect to the voting and/or nonvoting common stock of the
Company. To the extent that any Stock Option does not qualify as an Incentive Stock Option, it
shall constitute a separate Nonqualified Stock Option.



     5.3 Conformity with Code Section 422. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted,
amended or altered, nor shall any discretion or authority granted under the Plan be so exercised,
so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the
Participant(s) affected, to disqualify any Incentive Stock Option under such Section 422.



     5.4 Waiver of Other Amounts. In the discretion of the Committee, Nonqualified Stock
Options or Shares of Stock may be issued to an Employee in consideration of the waiver of a portion
of such Employee’s salary, compensation or fees, with the spread between the exercise price of such
Stock Options and the then Fair Market Value of the Stock being equal to the salary, compensation
or fees waived, or on such other terms and provisions as the Committee may in its discretion
provide.



     5.5 Terms and Conditions. Stock Options granted under the Plan shall be subject to
the following terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem appropriate, and with respect
to Incentive Stock Options, in conformity with Section 422 of the Code.



          a. Option Price. The option price per Share of Stock purchasable under a Stock Option
shall be determined by the Committee at the time of grant but shall not be less than 100% of the
Fair Market Value of the Stock at the time of grant for Incentive Stock Options and such percentage
of the Fair Market Value of the Stock at the time of grant or such dollar price for Nonqualified
Options as the Committee in its discretion may determine.




          b. 10% Stockholder. Any Incentive Stock Option granted to any Optionee who, at the
time the Option is granted, owns more than 10% of the voting power of all classes of stock of the
Company or of an Affiliate shall have an exercise price no less than 110% of Fair Market Value per
Share on date of the grant.




          c. Option Term. The term of each Stock Option shall be fixed by the Committee, but
no Stock Option shall be exercisable more than ten (10) years after the date the Option is granted.
However, any Incentive Stock Option granted to any Optionee who, at the time the Option is granted
owns more than 10% of the voting power of all classes of Stock of the Company or of an Affiliate
may not have a term of more than five (5) years. No Option may be exercised by any person after
expiration of the term or exercise period of the Option.




          d. Exercisability. Stock Options shall be exercisable at such time or times and
subject to such terms and conditions as are contained herein or in an Award Agreement, If the
Committee provides, in its discretion, that any Stock Option is exercisable only in installments,
the Committee may waive such installment exercise provisions at any time at or after grant in whole
or in part, based on such factors as the Committee shall determine, in its sole discretion.





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          e. Method of Exercise. Stock Options may be exercised in whole or in part by giving
written notice of exercise to the Company, in such form as the Committee shall determine,
specifying the number of Shares of Stock to be purchased. Such notice shall be accompanied by
payment in full of the purchase price as specified below.




          f. Rights of Holder. No Shares shall be issued until full payment has been made
therefore. An Optionee shall generally have the right to dividends and other rights of a
Shareholder with respect to Shares subject to the Option when the Optionee has given written notice of exercise, has paid in full for
such Shares, and, if requested, has given appropriate securities law representations as required by
this Plan or an Award Agreement.




          g. Consideration. The purchase price of Stock acquired pursuant to an Option shall
be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the
time the Option is exercised, or (ii) in the discretion of the Committee, and subject to Section
422 of the Code, the subparagraphs below and other provisions of this Plan, (A) by delivery to the
Company of other Stock of the Company. (B) according to a loan or other deferred payment or other
arrangement (which may include, without limiting the generality of the foregoing, the use of other
Stock of the Company) with the person to whom the Option is granted, or (C) in any other form of
legal consideration that may be acceptable in the sole discretion of the Committee.





               (1) The Committee may arrange for and offer loans to a Participant under the Plan to pay for
the exercise of any Stock Option or other Award if applicable, provided that no Participant shall
have a right or entitlement to such a loan, and loans may be determined on a basis of individual
selection in the sole and absolute discretion of the Committee governed at all times by any
applicable provision of law. Any such loan shall contain such terms and provisions and require the
execution of such documents as the Committee in its discretion may determine.




               (2) In the case of any loan or other deferred payment arrangement, interest shall be payable
at least annually and shall be charged at the minimum rate of interest necessary to avoid the
imputation of interest under any applicable provisions of the Code.




               (3) If payment of the exercise price of a Stock Option is made in whole or in part in the
form of Stock, such Stock (and any replacement Shares relating thereto) shall remain (or be)
restricted in accordance with the original terms of the Award in question, and any additional Stock
received upon such exercise shall be subject to the same forfeiture restrictions, unless otherwise
determined by the Committee, in its sole discretion, at or after grant.




               (4) If payment of the exercise price of a Stock Option is made in whole or in part in the
form of unrestricted Stock already owned by the Optionee, the Company may require that such Stock
shall have been owned by the Optionee for a certain minimum period of time so that such payment
will not result in a charge to the Company’s earnings as a result of the exercise. Such provision
may be used in the discretion of the Company to prevent a pyramid exercise.



          h. Cash-Out. On receipt of written notice of exercise, the Committee may, in its
sole discretion, elect to cash out all or part of the portion of the Option(s) to be exercised by




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paying the Optionee an amount, in cash or Stock, equal to the excess of the Fair Market Value of
the Stock over the Option price (the “Spread Value”) on the effective date of such cash-out.




          i. Replacement Options. If an Option granted pursuant to the Plan may be exercised
by an Optionee by means of a stock-for-stock swap method of exercise as provided in Section 5.5(g)
above, then the Committee may, subject to Section 422 of the Code, in its sole discretion, from
time to time and from Participant to Participant, authorize the Optionee to receive a replacement
Option upon exercise of an Option hereunder. This replacement Option shall cover a number of Shares
determined in an equitable manner by the Committee, but in no event more than the number of Shares
equal to the difference between the number of Shares of the original Option exercised and the net
Shares received by the Optionee from such exercise. The exercise price of the replacement Option
shall equal the then current Fair Market Value of the Shares, and the term of the replacement
Option shall extend to the expiration date of the original Option.




          j. Vesting. The total number of Shares of Stock subject to an Option may, but need
not, be allotted in periodic installments (which may, hut need not, be equal). The Award Agreement
may provide that from time to time during each of such installment periods, the Option may become
exercisable (“vest”) with respect to some or all of the Shares allotted to that period, and may be
exercised with respect to some or all of the Shares allotted to such period and/or any prior period
as to which the Option became vested but was not fully exercised. The Option may be subject to such
other terms and conditions as to the time or times when it may be exercised and as to the minimum number of Shares with respect to which the Option may be exercised (which
may be based on performance or other criteria) as the Committee may deem appropriate.




          k. Disability of Optionee. In the event an Optionee’s Continuous Status as an
Employee, Director or Consultant terminates as a result of the Optionee’s Disability, the Optionee
may exercise his or her Option (to the extent that the Optionee was entitled to exercise it at the
date of termination), but only within such period of time ending on the earlier of (i) the date
three (3) months following such termination (or such longer or shorter period specified in the
Award Agreement), or (ii) the expiration of the term of the Option as set forth in the Award
Agreement. If, at the date of termination, the Optionee is not entitled to exercise his or her
entire Option, the Shares covered by the unexercisable portion of the Option shall revert to and
again become available for issuance under the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time period specified herein, the Option shall terminate, and
the Shares covered by such Option shall revert to and again become available for issuance under the
Plan.




          l. Death of Optionee. In the event of the death of an Optionee during, or within a
period specified in the Award Agreement after the termination of, the Optionee’s Continuous Status
as an Employee, Director or Consultant, the Option may be exercised (to the extent the Optionee was
entitled to exercise the Option at date of death) by the Optionee’s estate, by a person who
acquired the right to exercise the Option by bequest or inheritance or by a person designated to
exercise the Option upon the Optionee’s death, but only within the period ending on the earlier of
(i) the date three (3) months following the date of death (or such longer or shorter period
specified in the Award Agreement), or (ii) the expiration of the term of such





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Option as set forth in the Award Agreement. If, at the time of death, the Optionee was not entitled to exercise his or
her entire Option, the Shares covered by the unexercisable portion of the Option shall revert to
and again become available for issuance under the Plan. If, after death, the Option is not
exercised within the time period specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to and again become available for issuance under the Plan.




          m. Retirement. In the event an Optionee’s Continuous Status as an Employee, Director
or Consultant terminates as a result of the Optionee’s Retirement, the Optionee may exercise his or
her Option (to the extent that the Optionee was entitled to exercise it at the date of
termination), but only within such period of time ending on the earlier of (i) the date three (3)
months following such termination (or such longer or shorter period specified in the Award
Agreement), or (ii) the expiration of the term of the Option as sat forth in the Award Agreement.
If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option,
the Shares covered by the unexercisable portion of the Option shall revert to and again become
available for issuance under the Plan. If, after termination, the Optionee does not exercise his or
her Option within the time period specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to and again become available for issuance under the Plan.




          n. Other Termination of Employment or Relationship as a Director or Consultant.
Unless otherwise determined by the Committee at or after grant, if an Optionee’s employment or
other relationship with the Company terminates for any reason other than Death, Disability or
Retirement, or for Cause, the Option shall thereupon terminate, except that such Option may be
exercised for the lesser of three (3) months after such termination or the balance of such Option’s
term but only to the extent it was exercisable at the time of such termination. If, after
termination1 the Optionee does not exercise his or her Option within the time period permitted as
explained above, the Option shall terminate, and the Shares covered by such Option shall revert to
and again become available for issuance under the Plan. In the event that the Company shall sever
an Optionee’s employment as a result of a termination for Cause, notwithstanding any other
provision of the Plan, any unexercised Options of the Employee shall lapse immediately upon such
determination, subject, however, to the Optionee’s right to pursue a claim through the claims
procedure set forth herein. Further, the Optionee shall not be entitled to exercise an Option at
any time the Company has under advisement a possible termination for Cause of the Optionee.




          o. Securities Law Compliance. The Company may require any Optionee, or any person to
whom an Option is transferred as authorized hereunder, as a condition of exercising any such
Option, (i) to give written assurances satisfactory to the Company as to the Optionee’s knowledge
and experience in financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in financial and
business matters, and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Option; and (ii) to give written assurances satisfactory to the Company stating that such person is acquiring the Stock subject to the
Option for such person’s own account and not with any present intention of selling or otherwise
distributing the stock. The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if the issuance of the Shares upon the exercise of the Option
has been registered under a then currently effective registration statement under the





- 8 -









 







Securities Act of 1933, as amended (the “Securities Act”), or if; as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not be met in the
circumstances under the then applicable securities laws. The Company may, upon advice of counsel to
the Company, place legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws, including, but not
limited to, legends restricting the transfer of Stock.



          p. Dollar Limitation on Incentive Stock Options. If in any calendar year the
aggregate fair market value of Stock (determined as of the date of grant) covered by Incentive
Stock Options granted to any one individual which first become exerciseable by such individual
during such calendar year exceeds $100,000 or such other limitation as may be set forth in Code
Section 422(d), the Options covering such Stock the value of which exceeds $100,000 or such other
limitation (determined with reference to the order in which granted) shall not be treated as
Incentive Stock Options.



          q. Continuous Status as an Emp1oye, Director or Consultant. For purposes of this
Section 5.5 “Continuous Status as an Employee, Director or Consultant” means the period of time a
Participant is employed by the Company or involved as a Director or Consultant with the Company,
which period is not interrupted or terminated. The Committee, in its sole discretion, may determine
whether Continuous Status as an Employee, Director or Consultant shall be considered interrupted in
the case of: (i) any leave of absence approved by the Committee, including sick leave, military
leave, or any other personal leave; or (ii) transfers between locations of the Company or between
the Company, Affiliates or their successors.




ARTICLE VI




STOCK APPRECIATJON RIGHTS




     6.1 Grant and Exercise. Stock Appreciation Rights may be granted in conjunction with
all or part of any Stock Option granted under the Plan. In the case of a Nonqualified Stock Option,
such rights may be granted either at or after the time of the grant of such Stock Option. In the
case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such
Stock Option.



     6.2 Termination. A Stock Appreciation Right or applicable portion thereof granted
with respect to a given Stock Option shall terminate and no longer be exercisable upon the
termination or exercise of the related Stock Option, except that, unless otherwise determined by
the Committee in its sole discretion at the time of grant, a Stock Appreciation Right granted with
respect to less than the full number of Shares covered by a related Stock Option shall be reduced
when and to the extent that the number of Shares covered by an exercise or termination of the
related Stock Option exceeds the number of Shares not covered by the Stock Appreciation Right.



     6.3 Surrender of Stock Option. A Stock Appreciation Right may be exercised by an
Optionee, in accordance with Section 6.4, by surrendering the applicable portion of the related
Stock Option. Upon such exercise and surrender, the Optionee shall be entitled to receive an amount
determined in the manner prescribed in Section 6.4(b). Stock Options which have been



- 9 -









 




so surrendered, in whole or in part, shall no longer be exercisable to the extent the related Stock
Appreciation Rights have been exercised.




     6.4 Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and
conditions, riot inconsistent with the provisions of the Plan, as shall be determined from time to
time by the Committee, including the following:



          a. When Exercisable. Stock Appreciation Rights shall be exercisable only at such time
or times and to the extent that the Stock Options to which they relate, if any, shall be
exercisable in accordance with the provisions of Article V and this Section 6.4 of the Plan; provided, however, that any Stock
Appreciation Right granted subsequent to the grant of the related Stock Option shall not be
exercisable during the first six months of its term, except that this special limitation shall not
apply in the event of Death or Disability of the Optionee prior to the expiration of the six-month
period.




          b. Effect of Exercise. Upon the exercise of a Stock Appreciation Right, an Optionee
shall be entitled to receive up to, but not more than, an amount m cash and/or Shares of Stock
equal in value to the excess of the Fair Market Value of one Share of Stock over the exercise price
per Share specified in the related Stock Option, multiplied by the number of Shares in respect of
which the Stock Appreciation Right shall have been exercised, with the Committee having the right
to determine the form of payment.




          c. Relation to Stock Option. Stock Appreciation Rights shall be transferable only
when and to the extent that an underlying Stock Option would be transferable as provided in this
Plan.




          d. Effect on Share Limitation. Upon the exercise of a Stock Appreciation Right, the
Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to
have been exercised for the purpose of the limitation set forth in Section 4.2(a) of the Plan on
the number of Shares of Stock to be issued under the Plan, but only to the extent of the number of
Shares issued under the Stock Appreciation Right at the time of exercise.




          e. Exercise Upon Adjustment. In its sole discretion, the Committee may provide, at
the time of grant of a Stock Appreciation Right under this Article VT, that such Stock Appreciation
Right can be exercised only upon the happening of such adjustment under Article IX as the Committee
may determine to be appropriate.




ARTICLE VII




RESTRICTED STOCK AWARDS




     7.1 Administration. Shares of Restricted Stock may be issued either alone or in
addition to other Awards granted under the Plan. The Committee shall determine the number of Shares
to be Awarded, the price (if any) to be paid by the recipient of Restricted Stock (subject to
Section 7.4), the time or times within which such Awards may be subject to vesting and/or
forfeiture, and all other conditions of the Awards.




- 10 -












 





     7.2 Criteria for Award. The Committee may but need not condition the grant of
Restricted Stock upon the attainment of specified performance goals or such other factors as the
Committee may determine, in its sole discretion.



     7.3 Varying Provisions. The provisions of Restricted Stock Awards need not be the same
with respect to each recipient.



     7.4 Awards and Certificates. The grantee of a Restricted Stock Award shall not have
any rights with respect to such Award, unless and until such recipient has executed an Award
Agreement evidencing the Award and has delivered a filly executed copy thereof to the Company, and
has otherwise complied with the applicable terms and conditions of such Award.



          a. Purchase Price. The purchase price for Shares of Restricted Stock may be any price
determined by the Committee, and may be zero.




          b. Acceptance of Award. Awards of Restricted Stock must be accepted within a period
of 60 days (or such shorter period as the Committee may specify at grant) after the Award date by
executing an Award Agreement and paying whatever price (if any) is required under Section 7.4(a).




          c. Stock Certificate. Each Participant receiving a Restricted Stock Award shall be
issued a stock certificate in respect of such Shares of Restricted Stock. Such certificate shall be
registered in the name of such Participant, and shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such Award.




          d. Custody of Certificates. The Committee may require that the stock certificates
evidencing such Shares be held in custody by the Company until the restrictions thereon shall have
lapsed, and that, as a condition of any Restricted Stock Award, the Participant shall have
delivered a stock power, endorsed in blank, relating to the Stock covered by such Award.




     7.5 Restrictions and Conditions. The Shares of Restricted Stock awarded pursuant to
this Article VII shall be subject to the following restrictions and conditions:



          a. Restriction Period. Subject to the provisions of this Plan and the Award
Agreement, during a period set by the Committee commencing with the date of such Award (the
“Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge, assign or
otherwise encumber Shares of Restricted Stock awarded under the Plan. Within these limits, the
Committee, in its sole discretion, may provide for the lapse of such restrictions in installments
and may accelerate or waive such restrictions in whole or in part, based on service, performance
and/or such other factors or criteria as the Committee may determine, in its sole discretion.




          b. Shareholder Rights. Except as provided in this paragraph (b) and Section 7.5(a),
the Participant shall have, with respect to the Shares of Restricted Stock, all of the rights of a
shareholder of the Company, including the right to vote the Shares and the right to receive any
dividends. The Committee, in its sole discretion, as determined at the time of Award, may permit or
require the payment of any cash dividends to be deferred and, if the Committee so determines, to be
reinvested in additional Restricted Stock to the extent Shares are available under Section 4.2(a).




- 11 -









 








          c. Forfeiture of Shares. Subject to the applicable provisions of the Award Agreement
and this Article VII, upon termination of a Participant’s employment with the Company for any
reason during the Restriction Period, all Shares still subject to restriction shall be forfeited by
the Participant.




          d. Waiver of Restrictions. In the event of hardship or other special circumstances
of a Participant whose relationship with the Company is involuntarily terminated (other than for
Cause), the Committee may, in it sole discretion, waive in whole or in part any or all remaining
restrictions (other than these imposed by law) with respect to such Participants Shares of
Restricted Stock, based on such factors as the Committee may deem appropriate.




          e. Delivery of Shares. If and when the Restriction Period expires without a
forfeiture of the Restricted Stock, the certificates for such Shares shall be promptly delivered to
the Participant.




ARTICLE VIII




PERFORMANCE AWARDS




     8.1 Grant of Right to Earn Award. The Committee may grant to any one or more
Participants the opportunity to earn a Performance Award based on the achievement by the
Participant, the Company or any Affiliate of performance objectives established by the Committee
prior to the grant of such opportunity. The Committee shall determine in its discretion the period
during which such performance objectives shall be measured for the purpose of determining the
extent to which a Performance Award has been earned. Any Participant may receive, from time to
time, one or more such opportunities. Opportunities to earn Performance Awards may be granted at
the same or different times as grants of other Awards hereunder. The provisions relating to any
opportunity to earn a Performance Award and performance objectives incident to any Performance
Award may vary from one Participant to another or from one opportunity to another of any particular
Participant.



     8.2 Participant Consideration. Except as the Committee may otherwise determine, a
Participant who receives an opportunity to earn a Performance Award is not required to provide
consideration for that opportunity or for receipt of the Performance Award other than the rendering
of service in compliance with the performance objectives and over the period of time established by
the Committee,



     8.3 Award Agreement. The terms of any opportunity given a Participant to earn a
Performance Award and all other terms and provisions that the Committee may in its discretion
determine to be applicable or prerequisite to a Performance Award shall be set forth in an Award
Agreement.



     8.4 Shares Granted as Performance Award. The grant of a Performance Award shall not
reduce the number of Shares available for Awards under this Plan, except to the extent that Shares
are actually Awarded or otherwise delivered to a Participant pursuant to or in connection with such
Performance Award.



- 12 -









 





ARTICLE IX




ADJUSTMENTS




     9.1 Recapitalizations, Etc. In the event of a recapitalization, reclassification,
stock dividend, stock split, reverse stock split, or other distribution with respect to the common
voting and nonvoting stock of the Company, an appropriate or proportionate adjustment will be made
in (i) the maximum number and kind of Shares of Stock subject to the Plan and all then outstanding
Awards, and (ii) the price for each Share subject to the then outstanding Awards, in order to
maintain the aggregate purchase price or value of the Shares as to which such Awards remain
exercisable.



     9.2 Acceleration of Exercise. The Committee in its discretion, as a term and
condition of the Award at the time of grant or at any time thereafter, may provide that upon
dissolution and liquidation of the Company, or upon a merger, consolidation or other reorganization
of the Company as a result of which the current shareholders of the Company are no longer in
control of the surviving or resulting corporation, or upon a sale of substantially all of the
assets of the Company or of stock representing control of the Company, that all Awards then
outstanding under the Plan will become fully exercisable and deliverable and all restrictions
imposed by the Plan will immediately cease. By “control” is meant more than 50% of the voting stock
of the Company.



     9.3 Right to Call Options. The Committee in its discretion may call any or all Stock
Options theretofore granted under the Plan by written notice to the Option holder in accordance
with the notice provisions hereof. Such call may occur at any time prior to the exercise of such
Options. The Committee shall compensate the holder of an Option which has been called with an
amount payable in cash equal to the amount which would have been payable to the holder upon the
exercise of a Stock Appreciation Right had one been granted with respect to such Option, whereupon
such Option shall be cancelled. The Company shall pay such amount in full within thirty (30) days
of the date of call, with no interest accruing prior to the date of payment.



     9.4 Committee Decision Final. Adjustments under Sections 9.1, Section 9.2 or 93 will
be made by the Committee, whose determination as to what adjustments will be made and the extent
thereof will be final, binding, and conclusive. No fractional interest will be issued under the
Plan on account of any such adjustments.



     9.5 Compliance with Code Section 280G. No payment shall be required to be made under
the Plan to the extent that, when aggregated with other payments made to an Employee, such payment
would, as determined by the Committee in its sole discretion, at or prior to a change in the
ownership or effective control (as defined in Section 280G of the Code) of the Company, result in
an excess parachute payment for which the Company would not receive a Federal income tax deduction
by reason of Code Section 280G.



- 13 -









 





ARTICLE X




ADMINISTRATION




     10.1 The Board. The Plan shall be administered by the Board unless and until the
Board delegates administration to a Committee, as provided in Section 10.2. Without limiting the
generality of the foregoing, the Board shall have authority to do the following:



          a. Determine from time to time which of the persons eligible under the Plan shall be granted
Options or any other Award, which Awards shall be granted to them, when and how each Option or
Award shall be granted and whether an Option will be an Incentive Stock Option or a Nonstatutory
Stock Option, and determine the terms and provisions of each Option or Award granted (which need
not be identical), including the time or times such Option or other Award may be exercised in whole
or in part and the number of Shares for which an Option shall be granted to each such person.




          b. Construe and interpret the Plan and Awards granted under it, and to establish, amend and
revoke rules and regulations for its administration. The Board, in the exercise of this power, may
correct any defect, omission or inconsistency in the Plan or in any Award in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully effective.




          c. Amend the Plan or an Award as provided in Article XI.




          d. Generally, to exercise all powers, and to perform any acts and to make any decisions as
the Board deems necessary or expedient to promote the best interests of the Company under the Plan
as permitted by law.




     10.2 The Committee. The Board may delegate administration of the Plan to a committee
composed of one or more members (the “Committee’s). Members of the Committee may, but need not be,
directors, officers or Employees of the Company or its Affiliates. The Board may from time to time
remove members from, or add members to, the Committee. The Board may abolish the Committee at any
time and reinvest in the Board the administration of the Plan. Vacancies on the Committee,
howsoever caused, shall be filled by the Board. The Board shall designate one member of the
Committee as chairman. The Committee shall hold meetings at such times and places as it may
determine. Acts approved by a majority of the Committee at which a quorum is present, or acts
approved in writing by a majority of the members of the Committee, shall be the valid acts of the
Committee. The Committee shall have authority, consistent with the Plan and not by way of
limitation, to do any act or make any decision authorized herein or afforded it under law. No
member of the Board or the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any Award granted under it.



     10.3 Construction and Interpretation of the Plan. The interpretation and construction
by the Committee of any provision of the Plan or an Award shall be final and binding on all persons
interested in the Plan or Award.



     10.4 Delegation of Operational Responsibilities. The Committee may delegate or
allocate any of its operational responsibilities tinder the Plan (other than the responsibility to



- 14 -









 




determine Participants and the number of Shares to be subject to Awards to be granted to such
Participants under the Plan) to other persons to carry out the administration of the Plan.




     10.5 Indemnification of Committee. In addition to such other tights of
indemnification as they may have, the members of the Committee shall be indemnified by the Company
against the reasonable expenses, including attorneys’ fees actually and necessarily incurred in
connection with the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan or any Award granted thereunder, and against all amounts
paid by them in settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such Committee member is liable for gross negligence or willful misconduct
in the performance of his duties; provided, that within sixty (60) days after institution of any
above action, Suit or proceeding, such Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same. Notwithstanding anything herein to
the contrary, a condition of such indemnification shall be the cooperation of such Committee member
with the Company in the defense of any such action, Suit or proceeding.



ARTICLE XI




AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN




     11.1 Plan Amendment. The Board at any time, and from time to time, may adopt
amendments to the Plan in any respect the Board deems necessary or advisable including, without
limiting the foregoing, amendments to ensure that the Plan and/or Incentive Stock Options remain in
compliance with Section 422 of the Code. However, except as provided in Article IX relating to
certain adjustments, no amendment shall be effective unless approved by the stockholders of the
Company within twelve (12) months before or after the adoption of the amendment, if the amendment
will:



          a. Increase or decrease the number of Shares reserved for the grant of Awards under the Plan;




          b. Modify the requirements of eligibility for participation in the Plan, to the extent such
modification requires stockholder approval in order for the Plan to satisfy the requirements of
Section 422 of the Code; or




          c. Modify the Plan in any other way, if such modification requires stockholder approval in
order for the Plan to satisfy the requirements of Section 422 of the Code.




     11.2 Amendment of Awards. The Board at any time, and from time to time, may amend the
terms of any one or more Awards; provided, however, that the rights and obligations under any Award
shall not be impaired by any such amendment unless the Company obtains the written consent of the
person to whom the Award was granted.



- 15 -









 





     11.3 Suspension or Termination. The Board may suspend or terminate the Plan at any
time. Unless sooner terminated, the Plan shall terminate on the ten (10) year anniversary of the
date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is
earlier. No Awards may be granted under the Plan while the Plan is suspended or after it is
terminated.



ARTICLE XII




REVIEW PROCEDURE UPON DENIAL OF A CLAIM




     12.1 Notice of Denial of Claim. Any denial by the Committee of a claim for benefits
wider the Plan made by a Participant or any other claimant (“Claimant”) shall be stated in writing
by the Committee and delivered or mailed to the Claimant. Such notice shall set forth the specific
reasons for the denial, written in a manner that may be understood without legal or actuarial
counsel. Such notice shall also advise the Claimant of the availability of a review of the
decision denying the claim.



     12.2 Review Procedure. Any claimant whose claim for benefits has been denied shall be
afforded a reasonable opportunity for a review of the decision denying the claim in accordance
herewith. The Committee shall establish and may modify from time to time uniform rules of procedure
for such a review of the decision denying the claim. Such review may in the discretion of the
Committee be made by the Committee or any other person or persons designated by the Committee. Such
review procedure, however, shall not (unless the Committee in its discretion determines otherwise)
include the opportunity of a personal appearance by the Claimant. If, after such review, the claim
is still denied, the Claimant shall be notified of the denial, and the notice shall set forth the
specific reasons for denial written in a manner that may be understood without legal or actuarial
counsel. A Committee decision on denial of a claim with respect to which no review is sought by the
Claimant within the time and manner prescribed by the Committee shall be final and binding on all
persons interested in the Plan. All decisions of the Committee or other reviewing body shall be
final and conclusive on all persons interested in the Plan.



ARTICLE XIII




GENERAL PROVISIONS




     13.1 Securities Restrictions. All certificates for Shares of Stock or other
securities delivered under the Plan shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under applicable laws, rules, regulations, any
stock exchange upon which the Stock is then listed, and any applicable Federal Or state securities
law, and the Committee may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.



- 16 -









 





     13.2 Restrictions on Transferability. Except as otherwise authorized by the Committee
for Awards other than Incentive Stock Options, no Award issued under the Plan shall be transferable
by the Participant other than by will or the laws of descent and distribution, and each Award shall
be exercisable during the Participants lifetime only by him. No Award shall be pledged or
hypothecated in any way and no Award shall be subject to execution, attachment or similar process.



     13.3 Other Arrangements. Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder approval if such
approval is required, and such arrangements may be either generally applicable or applicable only
in specific cases.



     13.4 No Vested Rights. The adoption of the Plan or granting of an Option shall not
confer upon any Participant any right to continued employment, Board membership or contractual
dealings with the Company as the case may be, nor shall it interfere in any way with the right of
the Company to terminate the employment or other relationship of any of its employees, Directors,
or Consultants at any time.



     13.5 Federal Tax Obligations. The Company shall have the right to withhold from any
transfer or payment made to a Participant under this Plan all federal, state or other taxes as
shall be required pursuant to any statute or governmental regulation or ruling. In connection with
such withholding, the Company may make any arrangement consistent with this Plan as it may deem
appropriate. The Company shall not be required to make any distribution of cash or Shares pursuant
to this Plan until any actual or potential withholding obligation of a Participant arising under
the Plan is satisfied. To the extent provided in the sole discretion of the Committee, the
Participant may satisfy any federal, state or local tax withholding obligation or other tax
liability relating to the exercise of an Award by any of the following means or by a combination of
such means; (1) tendering a cash payment; (ii) authorizing the Company to withhold Shares from the
Shares of the Stock of the Company otherwise issuable to the participant as a result of the
exercise of the Option; or (iii) delivering to the Company owned and unencumbered shares of the
Stock of the Company. The Fair Market Value of any Shares of Stock retained or received in
fulfillment of such obligation or liability shall be determined by the Committee in its sole
discretion, acting in good faith.



     13.6 Right of First Refusal and Redemption. The Committee may provide in connection
with the grant of any Award under this P1 an that the Shares of Stock received as a result of such
grant shall be subject to a right of first refusal, pursuant to which the Participant shall be
required to offer to the Company any Shares that the Participant may thereafter wish to sell, with
the price being the then Fair Market Value of the Stock, subject to such other terms and conditions
as the Committee may specify at the time of grant. The Award Agreement may also contain other
provisions, restrictions and limitations concerning the holding and transfer of Shares obtained
pursuant to receipt or exercise of an Award. The Committee may also grant Participants the right to
cause the Company to redeem part or all of their Shares at such times and upon such terms as the
Committee may in its discretion provide.



     13.7 Written Award Agreement. Any grant made under this Plan shall be represented by
a written Award Agreement between the Company and the Participant receiving the grant



- 17 -









 




setting forth the material terms of the grant, and incorporating the terms of this Plan
(whether specifically or generally by reference as determined by the Committee) into each such
Award Agreement.




     13.8 Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan
for incentive and deferred compensation. With respect to any payments not yet made to a Participant
by the Company, nothing contained herein shall give any such Participant any rights that are
greater than those of a general creditor of the Company. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations created under the
Plan to deliver Stock or payments in lieu afar with respect to Awards hereunder; provided, however,
that, unless the Committee otherwise determines with the consent of the affected Participant, the
existence of such trusts or other arrangements must be consistent with the “unfunded” status of the
Plan.



     13.9 Designation of Beneficiary. The Committee shall establish such procedures as it
deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the
event of the Participant’s death are to be paid.



     13.10 Severability. In the event any Section or paragraph in this Plan or any Award
Agreement or writing relating to the Plan is found to be illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining provisions of the Plan and the Plan shall
be construed and enforced as if such illegal and invalid provision had never been set forth in the
Plan; provided, that the Committee may conclude that the purposes of the Plan have been materially
frustrated by such a finding and may thereupon terminate the Plan. In the event of any conflict or
disagreement in the terms of this Plan and any Award Agreement, the terms of this Plan shall
control.



     13.11 Construction. Where applicable, the masculine includes feminine and. neuter and
vice versa. Where applicable, the singular includes the plural and vice versa. Where a word or
phrase is defined in one place in the Plan and appears in capitalized form in another place in the
Plan, such word or phrase shall have the meaning first set forth unless the context clearly
requires otherwise. A word or phrase in noncapitalized form shall retain its plain meaning taken
in the context in which it appears, regardless of whether said word or phrase is defined in the
Plan.



     13.12 Headings. The headings are for reference only. In the event of a conflict
between a heading and the content of an Article or paragraph, the content of the Article or
paragraph shall control.



     13.13 Notices. All notices shall be given to or made upon the Company at its regular
business office address, as it may be changed from time to time. All notices shall be given to or
made upon a Participant at the Participant’s address as reflected on the Company’s records, or at
such other address as a Participant may designate in writing delivered to the Company. Unless
otherwise agreed in this Agreement, all notices shall be given or made by personal delivery, by
confirmed air courier, or by certified first class mail, return receipt requested, postage prepaid,
to the party at such address. If sent by confirmed air courier, such notice shall be deemed to be
given upon the earlier to occur of the date upon which it is actually received by the addressee or



- 18 -









 




the business day 1pon which delivery is made at such address as confirmed by the air courier
(or if the date of such confirmed delivery is not a business day, the next succeeding business
day). If mailed, such notice shall be deemed to be given upon the earlier to occur of the date upon
which it is actually received by the addressee or the third business day following the date upon
which it is deposited in a first-class postage prepaid envelope in the United States mail addressed
as stated above.




     13.14 Governing Law. The Plan and all Awards made and actions taken thereunder shall
be governed by and construed in accordance with the laws of the State of Utah.



     IN WITNESS WHEREOF, the undersigned verifies that the foregoing Plan was adopted by the Board
of Directors of the Company as of the 12th day of June, 2001.



	 	 	 	 	 
	 	 	 
	 	    /s/ David C. Robinson
 	 
	 	David C. Robinson, President/CEO 	 




- 19 -












 





FIRST AMENDMENT TO COMPREHENSIVE

MANAGEMENT INCENTIVE PLAN




     PURSUANT TO Section 9.1 of the Comprehensive Management Incentive Plan (the “Plan”) of
TechniScan, Inc., dated June 12, 2001, in response to the 10:1 forward stock split of the capital
stock of TechniScan which was approved on October 25, 2001, the Company hereby amends the Plan to
increase the maximum number of Shares of Stock authorized for issuance under Section 4.2 of the
Plan to 5,000,000 shares of common voting stock.



     DATED as of October 25, 2001.



	 	 	 	 	 
	 	TechniScan, Inc.

 	 
	 	By:  	
 	 
	 	 	David C. Robinson, President 	 
	 	 	 	 



 









 






	 	 	 	 	 



SECOND AMENDMENT TO COMPREHENSIVE

MANAGEMENT INCENTIVE PLAN





     PURSUANT TO Section 11.1 of the Comprehensive Management Incentive Plan (the “Plan”) of
TechniScan, Inc., dated June 12, 2001, as amended, the Company hereby amends the Plan as follows:



     1. Section 2.24 is amended to read as follows:




     2.24 “Stock” or “Share” means any class of common or preferred stock
of the Company.



     2. Paragraph a of Section 4.2 is amended to read as follows:




     a. The maximum number of Shares of Stock authorized for issuance under the Plan with
respect to the grant of Awards while the Plan is in effect, subject to adjustment in
accordance with Section 9.1 below, shall be 7,500,000 Shares, or such other number of Shares
as may be subsequently approved by the Board, and if required pursuant to Section 422 of the
Code, by the Shareholders.



     DATED
as of 2/10, 2004.



	 	 	 	 	 
	 	TechniScan, Inc.

 	 
	 	By:  	
 	 
	 	 	David C. Robinson, President 	 
	 	 	 	 
	 




 












 





THIRD AMENDMENT TO COMPREHENSIVE

MANAGEMENT INCENTIVE PLAN




     PURSUANT TO Section 11.1 of the Comprehensive Management Incentive Plan (the “Plan”) of
TechniScan, Inc., dated June 12, 2001, as amended, the Company hereby amends the Plan as follows:



     1. Paragraph a of Section 4.2 is amended to read as follows:



          a. The maximum number of Shares of Stock authorized for issuance under the Plan with respect
to the grant of Awards while the Plan is in effect, subject to adjustment in accordance with
Section 9.1 below, shall be 12,000,000 Shares, or such other number of Shares as may be
subsequently approved by the Board, and if required pursuant to Section 422 of the Code, by the
Shareholders.




DATED as of June 9, 2006.




	 	 	 	 	 
	 	TechniScan, Inc.

 	 
	 	By:  	/s/ David C. Robinson
 	 
	 	 	David C. Robinson, President 	 
	 	 	 	 



 









 






	 	 	 	 	 



FOURTH AMENDMENT TO

EMPLOYEE STOCK OPTION PLAN





     PURSUANT TO Section 5 of the Comprehensive Management Incentive Plan (the “Plan”) of
TechniScan, Inc., dated June 12, 2001, as amended, the Company hereby amends the Plan as follows:



     1. Paragraph l of Section 5.5 is amended to read as follows:



          a. Death of Optionee. In the event of the death of an Optionee during, or within a
period specified in the Award Agreement after the termination of, the Optionee’s Continuous Status
as an Employee, Director or Consultant, the Option may be exercised (to the extent the Optionee was
entitled to exercise the Option at date of death) by the Optionee’s estate, by a person who
acquired the right to exercise the Option by bequest or inheritance or by a person designated to
exercise the Option upon the Optionee’s death, but only within the period three (3) years following
the date of death. If, at the time of death, the Optionee was not entitled to exercise his or her
entire Option, the Shares covered by the unexercisable portion of the Option shall revert to and
again become available for issuance under the Plan. If, after death, the Option is not exercised
within the time period specified herein, the Option shall terminate, and the Shares covered by such
Option shall revert to and again become available for issuance under the Plan.




DATED as of April 10, 2009.




	 	 	 	 	 
	 	TechniScan, Inc.

 	 
	 	By:  	/s/ David C. Robinson
 	 
	 	 	David C. Robinson, President