**Exhibit 10.8-1**

 

IMMUCOR, INC.

2003 STOCK OPTION PLAN

As Amended

 

1.                                       Purpose.  This 2003 STOCK OPTION PLAN (the “Plan”) hasbeen established by Immucor, Inc., a Georgia corporation (the “Company”),to secure for the Company and its shareholders the benefits arising fromcapital stock ownership by those who will contribute to its future growth andcontinued success.  The Plan will providea means whereby such persons may purchase shares of the common stock, $0.10 parvalue, of the Company (“Common Stock”) pursuant to options.

 

2.                                       Administration.

 

(a)                                  Theauthority to manage and control the operation and administration of the Planshall be vested in a committee (the “Committee”) of at least three (3) membersof the Board of Directors to be appointed at the pleasure of the Board ofDirectors of the Company.

 

(b)                                 TheCommittee shall be subject in all respects to the supervisory prerogative ofthe Board of Directors of the Company. To the extent permitted by applicable law, the powers of the Committeemay be exercised by the Board of Directors, in which case the references to theCommittee shall be construed to apply equally to the Board of Directors.

 

(c)                                  TheCommittee shall have the power to interpret and apply the Plan and to makeregulations for carrying out its purpose. Any interpretation of the Plan by the Committee and any decision made bythe Committee on any other matter relating to the Plan shall be final andbinding on all persons.

 

(d)                                 Nomember of the Committee shall be liable for any action or determination made ingood faith and permitted by the terms of the Plan.

 

3.                                       Participation.  Subject to the terms of the Plan, theCommittee shall determine and designate, from time to time, employees anddirectors of the Company or any of its subsidiaries to whom options are to begranted (the “Participants”), the number of shares of Common Stock that shallbe subject to options granted to each Participant, the terms and conditions ofeach option, and the voting and transfer restrictions, if any, to which the sharesof Common Stock obtainable upon exercise of each option shall be subject.

 

4.                                       SharesSubject to the Plan.  The shares ofstock that may be subject to options under the Plan shall be shares of CommonStock, and may consist of either unissued shares or shares held in the treasuryof the Company.  The aggregate number ofshares of Common Stock for which options may be granted under the Plan shallnot exceed One Million Six Hundred Fifty Thousand Shares (1,650,000) shares,subject to such adjustments as may take place in accordance with Section 12.  If, as to any number of shares, any optiongranted pursuant to the Plan expires or terminates while the Plan remains ineffect, such number of shares shall again be available for grant under thePlan.

 

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5.                                       OptionPrice.  The price at which a share ofCommon Stock may be purchased pursuant to the exercise of an option under thePlan, shall be fixed by the Committee on the date the option is granted.

 

6.                                       OptionExpiration Date.  The “ExpirationDate” with respect to an option granted to a Participant under the Plan meansthe date established by the Committee as the date after which the option is notexercisable.

 

7.                                       Exerciseof Option.

 

(a)                                  Eachoption shall be exercisable at such time or times as shall be establishedhereunder.  The Committee may, in itsdiscretion, accelerate the exercisability of any one or more options at anytime and for any reason.  A Participantmay exercise an option by giving written notice (the “Exercise Notice”) thereofprior to the option’s Expiration Date to the Secretary of the Company at theCompany’s corporate headquarters.

 

(b)                                 Thefull purchase price of the shares purchased pursuant to the exercise of anoption shall be paid in cash or check or by tender of stock certificates in properform for transfer to the Company representing shares of Common Stock valued atthe last sales price of the Common Stock on the preceding business day asreported on the National Association of Securities Dealers Automated QuotationSystem (NASDAQ) National Market System, or any successor system, or by anycombination of the foregoing, contemporaneously with the giving of the ExerciseNotice.  The Committee also may accept inpayment of all or part of the purchase price a promissory note of the Participant,except to the extent prohibited by law. In addition to payment of the full price, the Participant shall pay tothe Company at the time of exercise, or shall otherwise make arrangementssatisfactory to the Committee regarding payment of, any additional amount thatthe Committee deems necessary to satisfy the Company’s liability to withholdfederal, state or local income or other taxes incurred by reason of exercise ofthe option.

 

8.                                       Terminationof Employment.  The Committee mayspecify, with respect to the options granted to any particular Optionee who isan employee of the Company, the effect upon such Optionee’s right to exercisean option of the termination of such Optionee’s employment under variouscircumstances, which effect may include immediate or deferred termination ofsuch Optionee’s rights under an option, or acceleration of the date at which anoption may be exercised in full.

 

9.                                       ComplianceWith Applicable Laws. Notwithstanding any other provision of the Plan, the Company shall notbe obligated to issue any shares of Common Stock under the Plan unless suchissuance is in compliance with all applicable laws and any applicablerequirements of any securities exchange on which the Common Stock istraded.  Prior to the issuance of anyshares of Common Stock under the Plan, the Company may require a writtenstatement from the recipient as evidence of such compliance, including, in somecases, an acknowledgment by the recipient that the recipient is acquiring theshares for investment and not for the purpose or with the intention ofdistributing the shares.

 

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10.                                 Transferabilityand Restrictions Upon Transfer and Voting. Other than as provided in an Option Agreement (as defined under Section 13below) in a form approved by the Committee, options under the Plan are nottransferable except by will or under the laws of descent and distribution, andoptions  may be exercised during thelifetime of the Participant only by the Participant.  Shares of Common Stock received upon exerciseof options granted under the Plan may be subject to such voting and transferrestrictions as the Committee in its sole discretion shall establish at thetime such options are granted.  If thetransfer or voting of shares obtained upon exercise of an option is restricted,certificates representing such shares may bear a legend referring to suchrestrictions.

 

11.                                 Employmentand Shareholder Status.  This Plan,any document describing this Plan, the grant of any option hereunder, and anyagreement evidencing the grant of such option shall not be construed to giveany Participant or any other person a right to employment or continuedemployment by the Company or affect the right of the Company to terminate theemployment of any such person with or without cause.  The grant of an option under the Plan shallnot confer upon the holder thereof any right as a shareholder of theCompany.  No person entitled to exerciseany option granted under the Plan shall have any of the rights or privileges ofa shareholder of record with respect to any shares of Common Stock issuableupon exercise of such option until such option is exercised and either (a)certificates representing such shares have been issued and delivered, or (b) inthe case of uncertified shares, ownership of such shares has been properlyrecorded by the transfer agent for the Common Stock.

 

12.                                 Adjustmentsand Ownership Changes.

 

(a)                                  Inthe event of any change in the outstanding shares of Common Stock by reason ofany stock dividend, stock split, or similar corporate change involving theCommon Stock, the aggregate number and kind of shares subject to optionsoutstanding or to be granted under the Plan shall be proportionately adjustedor modified, and the terms of any outstanding option shall be adjusted ormodified accordingly.

 

(b)                                 Unlessotherwise provided in the Option Agreement (as defined in Section 13hereof), in the event of any merger, consolidation, reorganization, division orother corporate transaction in which the Common Stock is converted into anothersecurity or into the right to receive securities or property of the Company orof any other entity (an “Ownership Change”), the Company shall have the right,at its discretion, to provide for the assumption or substitution of comparablestock options in place of the options theretofore granted hereunder.

 

(c)                                  Unlessotherwise provided in the Option Agreement (as defined in Section 13hereof), in the event such an Ownership Change takes place and provision is notmade for such assumption or substitution, or in the event that the Companysells all or substantially all of its assets, or engages in a liquidation ofall or substantially all of its assets (a “Termination Event”), the Committeemay, in its discretion, accelerate the exercisability of any one or moreoptions in accordance with Section 7. It is the policy of the Company that the decision whether to acceleratethe exercisability of outstanding options take into account such factors as theprofitability of the transaction giving rise to the Termination Event to theshareholders of the Company, the likelihood that the business of the Companywill substantially continue under the same, different or changed ownershipfollowing such transaction, the tenure and performance of

 

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individual Participants,the possibility that some or all of the Participants receive or are invited toparticipate in benefits or benefit plans if they continue as employees of thesuccessor to the Company’s business or other consideration in connection withsuch transaction, and any other factors that may be appropriate within thescope of their business judgment. Whether or not such acceleration occurs, all outstanding exercisable andnon-exercisable options shall be canceled to the extent they remain unexercisedat the time such transaction is consummated.

 

(d)                                 Inno event shall any fraction of a share of stock be issued upon the exercise ofan option.

 

13.                                 AgreementWith Company.  At the time of a grantof an option, the Committee shall require a Participant to enter into a writtenagreement with the Company in a form specified by the Committee (the “OptionAgreement”). The Option Agreement shall reflect the Participant’s agreement tothe terms and conditions of the Plan and to such additional terms andconditions, not inconsistent with the Plan, as the Committee may, in its solediscretion, prescribe.  No optionpurported to be granted pursuant to the Plan shall be valid or binding on theCompany unless evidenced by an Option Agreement approved by the Committee.

 

14.                                 Amendmentand Termination of Plan.  The Boardof Directors of the Company may at any time amend, suspend or terminate thePlan.  No amendment, suspension ortermination of the Plan (other than in connection with such actions as areexpressly authorized in the Plan) shall adversely affect or impair any optionpreviously granted under the Plan without the consent of the holder thereof.

 

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