Exhibit 4.1 - 2007 Equity Incentive Plan


    
      

      

    

    


    EXHIBIT
      4.1

    


    MEDICAL
      TECHNOLOGY & INNOVATIONS, INC.

    2007
      Equity Incentive Plan

     

    Adopted:
      January 12, 2007

    Termination
      Date: January 12, 2017

     

    1.
      PURPOSES.

     

    (a)
      Eligible Equity Award Recipients.
      Subject
      to the terms of this Plan, the persons eligible to receive Equity Awards are
      the
      Employees, Directors and Consultants of the Company and its
      Affiliates.

     

    (b)
      Available Equity Awards. The
      purpose of this Plan is to provide a means by which eligible recipients of
      Equity Awards may be given an opportunity to benefit from increases in value
      of
      the Common Stock through the granting of the following Equity Awards: (i)
      Incentive Stock Options, (ii) Nonstatutory Stock Options, and (iii) Stock
      Grants.

     

    (c)
      General Purpose. The
      Company, by means of this Plan, seeks to retain the services of the group of
      persons eligible to receive Equity Awards, to secure and retain the services
      of
      new members of this group and to provide incentives for such persons to exert
      maximum efforts for the success of the Company and its Affiliates.

     

    2.
      DEFINITIONS.

     

    (a)
      “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.

     

    (b)
      “Board”
      means
      the Board of Directors of the Company.

     

    (c)
      “Code” means
      the
      Internal Revenue Code of 1986, as amended.

     

    (d)
      “Committee”
      means a
      committee of one or more members of the Board appointed by the Board in
      accordance with Section 3(c) of this Plan.

     

    (e)
      “Common Stock”
      means
      the common capital stock of the Company.

     

    (f)
      “Company” means
      Medical Technology & Innovations, Inc., a Florida corporation.

     

    (g)
      “Consultant” means
      a
      natural person, including an advisor, (i) who is engaged by the Company or
      an
      Affiliate to render bona fide consulting or advisory services which are not
      in
      connection with the offer or sale of securities in a capital-raising transaction
      and do not directly or indirectly promote or maintain a market for the Company’s
      securities, and (ii) who is compensated for such services or (iii) who is a
      member of the Board of Directors of an Affiliate. However, the term “Consultant”
shall not include either Directors who are not compensated by the Company for
      their services as Directors or Directors who are merely paid a director’s fee by
      the Company for their services as Directors.

    


    
      
        
           

        

        
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    (h)
      “Continuous Service”
      means
      that the Participant’s service with the Company or an Affiliate, whether as an
      Employee, Director or Consultant, is not interrupted or terminated. The
      Participant’s Continuous Service shall not be deemed to have terminated merely
      because of a change in the capacity in which the Participant renders service
      to
      the Company or an Affiliate as an Employee, Consultant or Director or a change
      in the entity for which the Participant renders such service, provided that
      there is no interruption or termination of the Participant’s service with the
      Company or an Affiliate. For example, a change in status from an Employee of
      the
      Company to a Consultant of an Affiliate or a Director will not constitute an
      interruption of Continuous Service. The Board, in its sole discretion, may
      determine whether Continuous Service shall be considered interrupted in the
      case
      of any Company approved leave of absence, including sick leave, military leave
      or any other personal leave.

     

    (i)
      “Corporate Transaction” means
      the
      occurrence, in a single transaction or in a series of related transactions,
      of
      any one or more of the following events:

     

    (i)
      a
      sale, lease, license or other disposition of all or substantially all of the
      consolidated assets of the Company and its subsidiaries;

     

    (ii)
      a
      sale or other disposition of at least ninety percent (90%) of the outstanding
      securities of the Company;

     

    (iii)
      a
      merger, consolidation or similar transaction following which the Company is
      not
      the surviving corporation; or

     

    (iv)
      a
      merger, consolidation or similar transaction following which the Company is
      the
      surviving corporation but the shares of Common Stock outstanding immediately
      preceding the merger, consolidation or similar transaction are converted or
      exchanged by virtue of the merger, consolidation or similar transaction into
      other property, whether in the form of securities, cash or
      otherwise.

     

    (j)
      “Covered Employee” means
      the
      chief executive officer and the four (4) other highest compensated officers
      of
      the Company for whom total compensation is required to be reported to Company
      stockholders under the Exchange Act, as determined for purposes of Section
      162(m) of the Code.

     

    (k)
      “Director”
      means a
      member of the Board of Directors of the Company.

     

    (l)
      “Disability”
      or
“Disabled”
      means,
      with respect to any Participant, the Participant is unable to perform his or
      her
      normal employment functions or other service functions due to any medically
      determinable physical or mental disability which can be expected to result
      in
      death or which has lasted or can be expected to last for a continuous period
      of
      not less than twelve (12) months. A Participant shall not be considered to
      be
“Disabled” or suffering from a “Disability” unless he furnishes proof of the
      existence thereof in such form and manner, and at such times, as the Board
      shall
      determine.

    


    
      
        
           

        

        
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    (m)
      “Employee”
      means
      any person employed by the Company or an Affiliate. Mere service as a Director
      or payment of a director’s fee by the Company or an Affiliate shall not be
      sufficient to constitute “employment” by the Company or an
      Affiliate.

     

    (n)
      “Equity Award”
      means
      any right granted under this Plan, including an Option and a Stock
      Grant.

     

    (o)
      “Exchange Act”
      means
      the Securities Exchange Act of 1934, as amended.

     

    (p)
      “Fair Market Value”
      means,
      as of any date, the value of the Common Stock determined as
      follows:

     

    (i)
      If
      the Common Stock is listed on any established stock exchange or traded on the
      Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value
      of a
      share of Common Stock shall be the closing sales price for such stock (or the
      closing bid, if no sales were reported) as quoted on such exchange or market
      (or
      the exchange or market with the greatest volume of trading in the Common Stock)
      on the last market trading day prior to the day of determination, as reported
      in
The
      Wall Street Journal or
      such
      other source as the Board deems reliable.

     

    (ii)
      In
      the absence of such markets for the Common Stock, the Fair Market Value shall
      be
      determined in good faith by the Board.

     

    (q)
      “Incentive Stock Option”
      means an
      Option intended to qualify as an incentive stock option within the meaning
      of
      Section 422 of the Code and the regulations promulgated thereunder.

     

    (r)
      “Non-Employee Director” means
      a
      Director who either (i) is not a current Employee or Officer of the Company
      or
      its parent or a subsidiary, does not receive compensation (directly or
      indirectly) from the Company or its parent or a subsidiary for services rendered
      as a consultant or in any capacity other than as a Director (except for an
      amount as to which disclosure would not be required under Item 404(a) of
      Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)),
      does not possess an interest in any other transaction as to which disclosure
      would be required under Item 404(a) of Regulation S-K and is not engaged in
      a
      business relationship as to which disclosure would be required under Item 404(b)
      of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for
      purposes of Rule 16b-3.

     

    (s)
      “Nonstatutory Stock Option”
      means an
      Option not intended to qualify as an Incentive Stock Option.

     

    (t)
      “Officer”
      means a
      person who is an officer of the Company within the meaning of Section 16 of
      the
      Exchange Act and the rules and regulations promulgated thereunder.

     

    (u)
      “Option”
      means an
      Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to this
      Plan.

     

    (v)
      “Option Agreement”
      means a
      written agreement between the Company and an Optionholder evidencing the terms
      and conditions of an individual Option grant. Each Option Agreement shall be
      subject to the terms and conditions of this Plan.

    


    
      
        
           

        

        
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    (w)
      “Optionholder”
      means a
      person to whom an Option is granted pursuant to this Plan or, if applicable,
      such other person who holds an outstanding Option.

     

    (x)
      “Outside Director”
      means a
      Director who either (i) is not a current employee of the Company or an
“affiliated corporation” (within the meaning of Treasury Regulations promulgated
      under Section 162(m) of the Code), is not a former employee of the Company
      or an
“affiliated corporation” receiving compensation for prior services (other than
      benefits under a tax qualified pension plan), was not an officer of the Company
      or an “affiliated corporation” at any time and is not currently receiving direct
      or indirect remuneration from the Company or an “affiliated corporation” for
      services in any capacity other than as a Director or (ii) is otherwise
      considered an “outside director” for purposes of Section 162(m) of the
      Code.

     

    (y)
      “Participant”
      means a
      person to whom an Equity Award is granted pursuant to this Plan or, if
      applicable, such other person who holds an outstanding Equity
      Award.

     

    (z)
      “Plan”
      means
      this Medical Technology & Innovations, Inc. 2007 Equity Incentive
      Plan.

     

    (aa)
      “Rule 16b-3”
      means
      Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3,
      as
      in effect from time to time.

     

    (bb)
      “Securities Act”
      means
      the Securities Act of 1933, as amended.

     

    (cc)
      “Stock Grant”
      means
      any award of Common Stock pursuant to Section 7 of this Plan.

     

    (dd)
      “Stock Award Agreement”
      means a
      written agreement between the Company and a holder of an Equity Award evidencing
      the terms and conditions of an individual Equity Award grant. Each Equity Award
      Agreement shall be subject to the terms and conditions of this
      Plan.

     

    (ee)
      “Ten Percent Stockholder”
      means a
      person who owns (or is deemed to own pursuant to Section 424(d) of the Code)
      stock possessing more than ten percent (10%) of the total combined voting power
      of all classes of stock of the Company or of any Affiliates.

     

    3.
      ADMINISTRATION. 

     

    (a)
      Administration by Board.
      The
      Board shall administer the Plan unless and until the Board delegates
      administration to a Committee, as provided in Section 3(c) this
      Plan.

     

    (b)
      Powers of Board. The
      Board
      shall have the power, subject to, and within the limitations of, the express
      provisions of this Plan:

     

    (i)
      To
      determine from time to time which of the persons eligible under this Plan shall
      be granted an Equity Award; when and how each Equity Award shall be granted;
      what type or combination of types of Equity Award shall be granted; the terms
      and provisions of each Equity Award granted (which need not be identical),
      including, without limitation, the time or times when a person shall be
      permitted to receive Common Stock pursuant to an Equity Award, the exercise,
      base or purchase price of an Equity Award (if any), the time or times at which
      an Equity Award will become vested, exercisable or payable, the performance
      goals and other conditions of an Equity Award, the duration of an Equity Award
      and all other terms of an Equity Award; and the number of shares of Common
      Stock
      with respect to which an Equity Award shall be granted to each such
      person.

    


    
      
        
           

        

        
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    (ii)
      To
      construe and interpret this Plan and Equity 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 this Plan or in any Equity Award Agreement, in a manner and
      to
      the extent it shall deem necessary or expedient to make this Plan fully
      effective.

     

    (iii)
      To
      amend this Plan or any Equity Award as provided in Section 12 of this Plan.
      

     

    (iv)
      To
      terminate or suspend this Plan as provided in Section 13 of this
      Plan.

     

    (v)
      Generally, to exercise such powers and to perform such acts as the Board deems
      necessary or expedient to promote the best interests of the Company which are
      not in conflict with the provisions of this Plan.

     

    (c)
      Delegation to Committee.

     

    (i)
      General.
      The
      Board may delegate administration of this Plan to a Committee or Committees
      of
      one (1) or more members of the Board, and the term “Committee” shall apply to
      any person or persons to whom such authority has been delegated. If
      administration is delegated to a Committee, the Committee shall have, in
      connection with the administration of this Plan, the powers theretofore
      possessed by the Board, including the power to delegate to a subcommittee any
      of
      the administrative powers the Committee is authorized to exercise (and
      references in this Plan to the Board shall thereafter be to the Committee or
      subcommittee), subject, however, to such resolutions, not inconsistent with
      the
      provisions of this Plan, as may be adopted from time to time by the Board.
      The
      Board may abolish the Committee at any time and revest in the Board the
      administration of the Plan.

     

    (ii)
      Committee
      Composition when Common Stock is Publicly Traded.
      At such
      time as the Common Stock is publicly traded, in the discretion of the Board,
      a
      Committee may consist solely of two or more Outside Directors, in accordance
      with Section 162(m) of the Code, and/or solely of two or more Non-Employee
      Directors, in accordance with Rule 16b-3. Within the scope of such authority,
      the Board or the Committee may (1) delegate to a committee of one or more
      members of the Board who are not Outside Directors the authority to grant Equity
      Awards to eligible persons who are either (a) not then Covered Employees and
      are
      not expected to be Covered Employees at the time of recognition of income
      resulting from such Equity Award or (b) not persons with respect to whom the
      Company wishes to comply with Section 162(m)(4)(C) of the Code, and/or (2)
      delegate to a committee of one or more members of the Board who are not
      Non-Employee Directors the authority to grant Equity Awards to eligible persons
      who are not then subject to Section 16 of the Exchange Act.

     

    (d)
      Effect of Board’s Decision. With
      respect to this Plan or any Equity Award, all determinations, interpretations
      and constructions made by the Board in good faith shall not be subject to review
      by any person and shall be final, binding and conclusive on all
      persons.

     

    4.
      SHARES SUBJECT TO THE PLAN. 

     

    (a)
      Share Reserve. Subject
      to the provisions of Section 11 of this Plan relating to adjustments upon
      changes in Common Stock, the Common Stock that may be issued pursuant to Equity
      Awards shall not exceed in the aggregate two million three hundred thousand
      (2,300,000) shares of Common Stock.

    


    
      
        
           

        

        
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    (b)
      Reversion of Shares to the Share Reserve.
      If any
      Equity Award shall for any reason expire or otherwise terminate, in whole or
      in
      part, without having been exercised in full, the shares of Common Stock not
      acquired under such Equity Award shall revert to and again become available
      for
      issuance under this Plan.

     

    (c)
      Source of Shares.
      The
      shares of Common Stock subject to this Plan may be unissued shares or reacquired
      shares, bought on the market or otherwise.

     

    5.
      ELIGIBILITY.

     

    (a)
      Eligibility for Specific Equity Awards.
      Incentive Stock Options may be granted only to Employees. Equity Awards other
      than Incentive Stock Options may be granted to Employees, Directors and
      Consultants.

     

    (b)
      Ten Percent Stockholders.  A
      Ten
      Percent Stockholder shall not be granted an Incentive Stock Option unless the
      exercise price of such Option is at least one hundred ten percent (110%) of
      the
      Fair Market Value of the Common Stock at the date of grant and the Option is
      not
      exercisable after the expiration of five (5) years from the date of
      grant.

     

    (c)
      Consultants. A
      Consultant shall not be eligible for the grant of an Equity Award if, at the
      time of grant, a Form S-8 Registration Statement under the Securities Act (“Form
      S-8”) is not available to register either the offer or the sale of the Company’s
      securities to such Consultant because of the nature of the services that the
      Consultant is providing to the Company, or because the Consultant is not a
      natural person, or as otherwise provided by the rules governing the use of
      Form
      S-8, unless the Company determines both (i) that such grant (A) shall be
      registered in another manner under the Securities Act (e.g.,
      on a
      Form S-3 Registration Statement) or (B) does not require registration under
      the
      Securities Act in order to comply with the requirements of the Securities Act,
      if applicable, and (ii) that such grant complies with the securities laws of
      all
      other relevant jurisdictions. 

     

    6.
      OPTION PROVISIONS.

     

    Each
      Option shall be in such form and shall contain such terms and conditions as
      the
      Board shall deem appropriate. All Options shall be separately designated
      Incentive Stock Options or Nonstatutory Stock Options at the time of grant,
      and,
      if certificates are issued, a separate certificate or certificates will be
      issued for shares of Common Stock purchased on exercise of each type of Option.
      The provisions of separate Options need not be identical, but each Option shall
      include (through incorporation of provisions hereof by reference in the Option
      or otherwise) the substance of each of the following provisions:

     

    (a)
      Term.
      Subject
      to the provisions of Section 5(b) regarding Ten Percent Stockholders, no
      Incentive Stock Option shall be exercisable after the expiration of ten (10)
      years from the date it was granted.

     

    (b)
      Exercise Price of an Option.
      Subject
      to the provisions of Section 5(b) regarding Ten Percent Stockholders, the
      exercise price of each Incentive Stock Option and Nonstatutory Stock Option
      shall be not less than one hundred percent (100%) of the Fair Market Value
      of
      the Common Stock subject to the Option on the date the Option is granted.


    


    
      
        
           

        

        
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    (c)
      Exercise; Consideration.
      Subject
      to the terms and conditions of this Plan and the applicable Option Agreement,
      vested Options may be exercised in whole or in part by giving written notice
      of
      exercise to the Company, specifying the number shares to be purchased,
      accompanied by payment of the applicable exercise or purchase price. The
      exercise or purchase price of Common 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) at the discretion of
      the
      Board determined at the time of the grant of the Option (1) by delivery to
      the
      Company of other Common Stock, (2) according to a deferred payment or other
      similar arrangement with the Optionholder, or (3) in any other form of legal
      consideration that may be acceptable to the Board. Unless otherwise specifically
      provided in the Option Agreement, the exercise or purchase price of Common
      Stock
      acquired pursuant to an Option that is paid by delivery to the Company of other
      Common Stock acquired, directly or indirectly from the Company, shall be paid
      only by shares of the Common Stock of the Company that have been held for more
      than six (6) months (or such longer or shorter period of time required to avoid
      a charge to earnings for financial accounting purposes). 

     

    In
      the
      case of any deferred payment arrangement, interest shall be compounded at least
      annually and shall be charged at the minimum rate of interest necessary to
      avoid
      the treatment as interest, under any applicable provisions of the Code, of
      any
      amounts other than amounts stated to be interest under the deferred payment
      arrangement. 

     

    (d)
      Transferability of an Incentive Stock Option.
      An
      Incentive Stock Option shall not be transferable except by will or by the laws
      of descent and distribution and shall be exercisable during the lifetime of
      the
      Optionholder only by the Optionholder. Notwithstanding the foregoing, the
      Optionholder may, by delivering written notice to the Company, in a form
      satisfactory to the Company, designate a third party who, in the event of the
      death of the Optionholder, shall thereafter be entitled to exercise the
      Option.

     

    (e)
      Transferability of a Nonstatutory Stock Option.
      A
      Nonstatutory Stock Option shall be transferable to the extent provided in the
      Option Agreement. If the Option Agreement pertaining to the Nonstatutory Stock
      Option does not provide for transferability, then the Nonstatutory Stock Option
      shall not be transferable except by will or by the laws of descent and
      distribution and shall be exercisable during the lifetime of the Optionholder
      only by the Optionholder. Notwithstanding the foregoing, the Optionholder may,
      by delivering written notice to the Company, in a form satisfactory to the
      Company, designate a third party who, in the event of the death of the
      Optionholder, shall thereafter be entitled to exercise the Option.

     

    (f)
      Vesting Generally.
      The
      total number of shares of Common Stock subject to an Option may, but need not,
      vest and therefore become exercisable in periodic installments that may, but
      need not, be equal. The Option may be subject to such other terms and conditions
      on the time or times when it may be exercised (which may be based on performance
      or other criteria) as the Board may deem appropriate. The vesting provisions
      of
      individual Options may vary and shall be determined by the Board.

    


    
      
        
           

        

        
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    (g)
      Termination of Continuous Service. In
      the
      event an Optionholder’s Continuous Service terminates (other than for Cause and
      other than upon the Optionholder’s death or Disability), the Optionholder may
      exercise his or her Option (to the extent that the Optionholder was entitled
      to
      exercise such Option as of the date of termination (i.e.,
      to the
      extent that such Option is vested)) but only within such period of time ending
      on the earlier of (i) the date three (3) months following the termination of
      the
      Optionholder’s Continuous Service (or such longer or shorter period specified in
      the Option Agreement), or (ii) the expiration of the term of the vested Option
      as set forth in the Option Agreement. If, after termination, the Optionholder
      does not exercise his or her vested Option(s) (if any) within the time specified
      in the Option Agreement, the vested Option(s) shall terminate.

     

    (h)
      Extension of Termination Date.
      An
      Optionholder’s Option Agreement may also provide that if the exercise of the
      vested Option following the termination of the Optionholder’s Continuous Service
      (other than for Cause and other than upon the Optionholder’s death or
      Disability) would be prohibited at any time solely because the issuance of
      shares of Common Stock would violate the registration requirements under the
      Securities Act, then the vested Option shall terminate on the earlier of (i)
      the
      expiration of the term of the vested Option set forth in Section 6(a) or (ii)
      the expiration of a period of three (3) months after the termination of the
      Optionholder’s Continuous Service during which the exercise of the vested Option
      would not be in violation of such registration requirements.

     

    (i)
      Disability of Optionholder.
      In the
      event that an Optionholder’s Continuous Service terminates as a result of the
      Optionholder’s Disability, the Optionholder may exercise his or her Option (to
      the extent that the Optionholder was entitled to exercise such Option as of
      the
      date of termination (i.e.,
      to the
      extent that such Option is vested)), but only within such period of time ending
      on the earlier of (i) the date twelve (12) months following such termination
      (or
      such longer or shorter period specified in the Option Agreement) or (ii) the
      expiration of the term of the vested Option as set forth in the Option
      Agreement. If, after termination, the Optionholder does not exercise his or
      her
      vested Option(s) (if any) within the time specified herein, the vested Option(s)
      shall terminate.

     

    (j)
      Death of Optionholder.
      In the
      event (i) an Optionholder’s Continuous Service terminates as a result of the
      Optionholder’s death or (ii) the Optionholder dies within the period (if any)
      specified in the Option Agreement after the termination of the Optionholder’s
      Continuous Service for a reason other than death or for Cause, then the Option
      may be exercised (to the extent the Optionholder was entitled to exercise such
      Option as of the date of death (i.e.,
      to the
      extent that such Option is vested)) by the Optionholder’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 Optionholder’s death pursuant
      to Section 6(d) or 6(e), but only within the period ending on the earlier of
      (1)
      the date eighteen (18) months following the date of death (or such longer or
      shorter period specified in the Option Agreement) or (2) the expiration of
      the
      term of such Option as set forth in the Option Agreement. If, after death,
      the
      vested Option(s) (if any) is not exercised within the time specified herein,
      the
      vested Option(s) shall terminate.

     

    (k)
      Termination of Continuous Service for Cause. Except
      as
      otherwise provided in the Option Agreement, in the event that an Optionholder’s
      Continuous Service terminates for Cause (which determination shall be made
      in
      the sole discretion of the Board), any and all outstanding Options (whether
      vested or not vested at such time) held by such Optionholder shall immediately
      terminate and be forfeited to the Company upon the relevant date of termination
      of Continuous Service for Cause, as determined by the Board. 

     

     

    


    
      
        
           

        

        
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    For
      purposes of this Plan, “Cause” shall, subject to the following sentence, mean a
      determination by the Board that an Optionholder (i) has been convicted of,
      or
      entered into a plea of nolo contendere to, a crime that constitutes a felony
      under Federal or state law, (ii) has engaged in willful gross misconduct in
      the
      performance of the Optionholder’s duties to the Company or any Affiliate, or
      (iii) has committed a material breach of any written agreement with the Company
      or any Affiliate with respect to confidentiality, noncompetition,
      nonsolicitation or similar restrictive covenant. In the event that the
      Optionholder is a party to an employment agreement with the Company or any
      Affiliate that defined a termination on account of “Cause” (or a term having a
      similar meaning), such definition shall apply as the definition of a termination
      on account of “Cause” for purposes hereof.

     

    (l)
      Options
      not Vested at Termination.
      Any and
      all Options held by the Participant which are not vested on or before the
      effective date of termination of Continuous Service of the Optionholder shall
      immediately be forfeited to the Company (and shall once again become available
      for grant under this Plan).

     

    7.
      PROVISIONS OF STOCK GRANTS. 

     

    (a)
      Stock Grants. Subject
      to the terms and provisions of this Plan, the Board, at any time and from time
      to time, may make Stock Grants to persons in such amounts and upon such terms
      and conditions as the Board shall determine.

     

    (i)
      Stock
      Award Agreement.
      The
      Board may require, as a condition to a Stock Grant, that a recipient of a Stock
      Grant enter into a Stock Award Agreement, setting forth the terms and conditions
      of the Stock Grant. In lieu of a Stock Award Agreement, the Board may provide
      the terms and conditions of a Stock Grant in a notice to the Participant of
      the
      Stock Grant, on the Stock certificate representing the Stock Grant, in the
      resolution approving the Stock Grant, or in such other manner as it deems
      appropriate.

     

    (ii)
      Transferability.
      Except
      as otherwise provided in this Section 7, the Common Stock granted pursuant
      to
      the Stock Grant may not be sold, transferred, pledged, assigned, or otherwise
      alienated or hypothecated until the end of the applicable Restriction Period
      (as
      hereinafter defined), if any. For purposes of this Plan, “Restriction Period”
means the applicable period during which the Common Stock granted pursuant
      to
      the Stock Grant are subject to any restrictions or conditions established by
      the
      Board. Except as otherwise provided in this Section 7, shares of Common Stock
      covered by each Stock Grant made under this Plan shall become freely
      transferable by the Participant after the last day of the Restriction Period,
      if
      any, and completion of all conditions to vesting, if any. 

     

    (iii)
      Other
      Restrictions.
      The
      Board may impose such other conditions and/or restrictions on any shares of
      Common Stock granted pursuant to a Stock Grant under this Plan as it may deem
      advisable including, without limitation, a requirement that Participants pay
      a
      stipulated purchase price for each share of Common Stock granted and/or
      restrictions under applicable Federal or state securities laws; and may legend
      the certificates representing the Common Stock to give appropriate notice of
      such restrictions.

    


    


    
      
        
           

        

        
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    The
      Company shall also have the right to retain the certificates representing shares
      of Stock Grants in the Company’s possession until such time as all conditions
      and/or restrictions applicable to such shares have been satisfied.

     

    (iv)
      Termination
      of Participant’s Continuous Service.
      In the
      event a Participant’s Continuous Service terminates, the Company may reacquire
      any or all of the shares of Common Stock held by the Participant which have
      not
      vested as of the date of termination under the terms of the Stock
      Grant.

     

    (v)
      Voting
      Rights, Dividends and Other Distributions.
      During
      the Restriction Period (if any), Participants holding shares of Common Stock
      granted pursuant to Stock Grants may exercise full voting rights and shall
      receive all regular cash dividends paid with respect to such shares.


     

    8.
      COVENANTS OF THE COMPANY.

     

    (a)
      Availability of Shares.
      During
      the terms of the Equity Awards, the Company shall keep available at all times
      the number of shares of Common Stock required to satisfy such Equity
      Awards.

     

    (b)
      Securities Law Compliance.
      The
      Company shall seek to obtain from each regulatory commission or agency having
      jurisdiction over this Plan such authority as may be required to grant Equity
      Awards and to issue and sell shares of Common Stock upon exercise of the Equity
      Awards; provided, however, that this undertaking shall not require the Company
      to register under the Securities Act this Plan, any Equity Award or any Common
      Stock issued or issuable pursuant to any such Equity Award. If, after reasonable
      efforts, the Company is unable to obtain from any such regulatory commission
      or
      agency the authority which counsel for the Company deems necessary for the
      lawful issuance and sale of Common Stock under this Plan, the Company shall
      be
      relieved from any liability for failure to issue and sell Common Stock upon
      exercise of such Equity Awards unless and until such authority is
      obtained.

     

    9.
      USE OF PROCEEDS FROM STOCK. 

     

    Proceeds
      from the sale of Common Stock pursuant to Equity Awards shall constitute general
      funds of the Company.

     

    10.
      MISCELLANEOUS

     

    (a)
      Stockholder Rights. No
      Optionholder shall be deemed to be the holder of, or to have any of the rights
      of a holder with respect to, any shares of Common Stock subject to the Option
      unless and until such Participant has satisfied all requirements for exercise
      of, and has exercised, the Option pursuant to its terms.

     

     

    
 

    
      
        
           

        

        
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    (b)
      No Employment or other Service Rights.
      Nothing
      in this Plan or any instrument executed or Equity Award granted pursuant thereto
      shall confer upon any Participant any right to continue to serve the Company
      or
      an Affiliate in the capacity in effect at the time the Equity Award was granted
      or shall affect the right of the Company or an Affiliate to terminate (i) the
      employment of an Employee with or without notice and with or without cause,
      (ii)
      the service of a Consultant pursuant to the terms of such Consultant’s agreement
      with the Company or an Affiliate or (iii) the service of a Director pursuant
      to
      the bylaws of the Company or an Affiliate, and any applicable provisions of
      the
      corporate law of the state in which the Company or the Affiliate is
      incorporated, as the case may be. No Employee, Consultant or Director shall
      have
      the right to be selected as a participant in this Plan, or having been so
      selected, to be selected again as a Participant in this Plan.

     

    (c)
      Incentive Stock Option $100,000 Limitation.
      To the
      extent that the aggregate Fair Market Value (determined at the time of grant)
      of
      Common Stock with respect to which Incentive Stock Options are exercisable
      for
      the first time by any Optionholder during any calendar year (under all plans
      of
      the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000),
      the Options or portions thereof which exceed such limit (according to the order
      in which they were granted) shall be treated as Nonstatutory Stock
      Options.

     

    (d)
      Investment Assurances. The
      Company may require a Participant, as a condition of exercising or acquiring
      Common Stock under any Equity Award, (i) to give written assurances satisfactory
      to the Company as to the Participant’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 Equity Award; and (ii) to give written assurances satisfactory to the
      Company stating that the Participant is acquiring Common Stock subject to the
      Equity Award for the Participant’s own account and not with any present
      intention of selling or otherwise distributing the Common Stock. The foregoing
      requirements, and any assurances given pursuant to such requirements, shall
      be
      inoperative if (1) the issuance of the shares of Common Stock upon the exercise
      or acquisition of Common Stock under the Equity Award has been registered under
      a then currently effective registration statement under the Securities Act
      or
      (2) 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 this 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 the Common Stock.

     

    (e)
      Withholding Obligations. 

     

    (i)
      Payment
      by Participant.
      Each
      Participant shall, no later than the date as of which the value of an Equity
      Award or other amounts received thereunder first becomes includable in the
      gross
      income of the Participant for Federal income tax purposes, pay to the Company,
      or make arrangements satisfactory to the Board regarding payment of, any
      federal, state, or local taxes of any kind required by law to be withheld with
      respect to such income. The Company and any Affiliate shall, to the extent
      permitted by law, have the right to deduct any such taxes from any payment
      of
      any kind otherwise due to the Participant.

    


    
      
        
           

        

        
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    (ii)
      Payment
      in Stock.
      Subject
      to approval by the Board, a Participant may elect to have the minimum required
      tax withholding obligation satisfied, in whole or in part, by (i) authorizing
      the Company to withhold from shares of Common Stock to be issued pursuant to
      any
      Equity Award a number of shares with an aggregate Fair Market Value (as of
      the
      date the withholding is effected) that would satisfy such minimum withholding
      amount due, or (ii) transferring to the Company shares of Common Stock owned
      by
      the Participant with an aggregate Fair Market Value (as of the date the
      withholding is effected) that would satisfy such minimum withholding amount
      due.

     

    (f)
      Compliance with Laws and Regulations. Notwithstanding
      anything in this Plan to the contrary, the Board, in its sole discretion, may
      bifurcate this Plan so as to restrict, limit or condition the use of any
      provision of this Plan to Participants who are officers or Directors subject
      to
      Section 16 of the Exchange Act without so restricting, limiting or conditioning
      this Plan with respect to other Participants. Additionally, in interpreting
      and
      applying the provisions of this Plan, any Option granted as an Incentive Stock
      Option pursuant to this Plan shall, to the extent permitted by law, be construed
      as an “incentive stock option” within the meaning of Section 422 of the Code.


     

    (g)
      Severability. If
      any
      provision of this Plan or any Equity Award is determined to be invalid, illegal
      or unenforceable in any jurisdiction, or as to any person, or would disqualify
      this Plan or any Equity Award under any law deemed applicable by the Board,
      such
      provision shall be construed or deemed amended to conform to applicable laws,
      or, if it cannot be so construed or deemed amended without, in the Board’s
      determination, materially altering the intent of this Plan or the Equity Award,
      such provision shall be stricken as to such jurisdiction, person or Equity
      Award, and the remainder of this Plan and any such Equity Award shall remain
      in
      full force and effect.

     

    (h)
      Headings. Any
      section, subsection, paragraph or other subdivision headings contained herein
      are for purpose of convenience only and are not intended to expand, limit or
      otherwise define the content of such subdivisions. 

     

    (i)
      Requirement of Notification of Election under Section 83(b) of the Code.
If
      any
      Participant shall, in connection with the acquisition of shares of Common Stock
      under this Plan, make the election permitted under section 83(b) of the Code
      (i.e.,
      an
      election to include in gross income in the year of transfer the amounts
      specified in Section 83(b) of the Code), such Participant shall notify the
      Company of such election within ten (10) days of filing notice of the election
      with the Internal Revenue Service, in addition to any filing and notification
      required pursuant to regulations issued under the authority of Code Section
      83(b).

     

    (j)
      Requirement of Notification Upon Disqualifying Disposition.
In
      order
      to obtain certain tax benefits afforded to Incentive Stock Options under Section
      422 of the Code, the Participant must hold the shares acquired upon the exercise
      of an Incentive Stock Option for two (2) years after the applicable grant date
      and one (1) year after the applicable date of exercise. The Participant shall
      give the Company prompt notice of any disposition of shares acquired on the
      exercise of an Incentive Stock Option prior to the expiration of such holding
      periods. 

     

    


    


    
      
        
           

        

        
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    11.
      ADJUSTMENTS UPON CHANGES IN STOCK.

     

    (a)
      Capitalization Adjustments.
      If any
      change is made in, or other event occurs with respect to, the Common Stock
      subject to this Plan, or subject to any Equity Award, without the receipt of
      consideration by the Company (through merger, consolidation, reorganization,
      recapitalization, reincorporation, stock dividend, dividend in property other
      than cash, stock split, liquidating dividend, combination of shares, exchange
      of
      shares, change in corporate structure or other transaction not involving the
      receipt of consideration by the Company), the Plan will be appropriately
      adjusted in the class(es) and maximum number of securities subject to this
      Plan
      pursuant to Section 4(a), and the outstanding Equity Awards will be
      appropriately adjusted in the class(es) and number of securities and price
      per
      share of Common Stock subject to such outstanding Equity Awards. The Board
      shall
      make such adjustments, and its determination shall be final, binding and
      conclusive. The conversion of any convertible securities of the Company shall
      not be treated as a transaction “without receipt of consideration” by the
      Company.

     

    (b)
      Dissolution or Liquidation.
      In the
      event of a dissolution or liquidation of the Company, then all outstanding
      Equity Awards shall terminate immediately prior to the completion of such
      dissolution or liquidation.

     

    (c)
      Corporate Transaction.
      In the
      event of a Corporate Transaction, any surviving corporation or acquiring
      corporation may assume any or all Equity Awards outstanding under the Plan
      or
      may substitute similar stock awards for Equity Awards outstanding under the
      Plan
      (it being understood that similar stock awards include awards to acquire the
      same consideration paid to the stockholders or the Company, as the case may
      be,
      pursuant to the Corporate Transaction). In the event any surviving corporation
      or acquiring corporation does not assume any or all such outstanding Equity
      Awards or substitute similar stock awards for such outstanding Equity Awards,
      then with respect to Equity Awards that have been neither assumed nor
      substituted and that are held by Participants whose Continuous Service has
      not
      terminated prior to the effective time of the Corporate Transaction, the vesting
      of such Equity Awards (and, if applicable, the time at which such Equity Awards
      may be exercised) shall (contingent upon consummation of such Corporate
      Transaction) be accelerated in full to a date prior to the consummation of
      such
      Corporate Transaction as the Board shall determine (or, if the Board shall
      not
      determine such a date, to the date that is five (5) days prior to the
      consummation of the Corporate Transaction), and the Equity Awards shall
      terminate if not exercised (if applicable) at or prior to such event effective
      time. With respect to any other Equity Awards outstanding under the Plan, that
      have been neither assumed nor substituted, the vesting of such Equity Awards
      (and, if applicable, the time at which such Equity Award may be exercised)
      shall
      not be accelerated unless otherwise provided in a written agreement between
      the
      Company or any Affiliate and the holder of such Equity Award, and such Equity
      Awards shall terminate if not exercised (if applicable) prior to the effective
      time of the Corporate Transaction.

     

    12.
      AMENDMENT OF THE PLAN AND EQUITY AWARDS.

     

    (a)
      Amendment of Plan.
      The
      Board at any time, and from time to time, may amend this Plan. However, except
      as provided in Section 11 relating to adjustments upon changes in Common Stock,
      no amendment shall be effective unless approved by the stockholders of the
      Company to the extent stockholder approval is necessary to satisfy the
      requirements of Section 422 of the Code.

    


    
      
        
           

        

        
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    (b)
      Stockholder Approval.
      The
      Board may, in its sole discretion, submit any other amendment to this Plan
      for
      stockholder approval, including, but not limited to, amendments to the Plan
      intended to satisfy the requirements of Section 162(m) of the Code and the
      regulations thereunder regarding the exclusion of performance-based compensation
      from the limit on corporate deductibility of compensation paid to certain
      executive officers.

     

    (c)
      Contemplated Amendments.
      It is
      expressly contemplated that the Board may amend this Plan in any respect the
      Board deems necessary or advisable to provide eligible Employees with the
      maximum benefits provided or to be provided under the provisions of the Code
      and
      the regulations promulgated thereunder relating to Incentive Stock Options
      and/or to bring the Plan and/or Incentive Stock Options granted under it into
      compliance therewith.

     

    (d)
      No Impairment of Rights.
      Rights
      under any Equity Award granted before amendment of this Plan shall not be
      materially impaired by any amendment of this Plan unless (i) the Company
      requests the consent of the Participant and (ii) the Participant consents in
      writing.

     

    (e)
      Amendment of Equity Awards.
      The
      Board at any time, and from time to time, may amend the terms of any one or
      more
      Equity Awards; provided, however, that the rights under any Equity Award shall
      not be materially impaired by any such amendment unless (i) the Company requests
      the consent of the Participant and (ii) the Participant consents in
      writing.

     

    (f)
      Code Section 409A. Any
      action of the Board that in any way alters or affects the tax treatment of
      any
      Equity Award or that in the sole discretion of the Board is necessary to prevent
      an Equity Award from being subject to tax under Code Section 409A shall not
      be
      considered to materially impair any rights of any Participant. Any modification
      or amendment of this Plan or any Equity Award in a manner that would cause
      this
      Plan or any Equity Award to be subject to tax under Section 409A shall be deemed
      null and void.

     

    13.
      TERMINATION OR SUSPENSION OF THE PLAN.

     

    (a)
      Plan Term. The
      Board
      may suspend or terminate this Plan at any time. Unless sooner terminated, this
      Plan shall terminate on the day before the tenth (10th) anniversary of the
      date
      this Plan is adopted by the Board or approved by the stockholders of the
      Company, whichever is earlier. No Equity Awards may be granted under this Plan
      while the Plan is suspended or after it is terminated.

     

    (b)
      No Impairment of Rights.
      Suspension or termination of this Plan shall not impair rights and obligations
      under any Equity Award granted while this Plan is in effect except with the
      written consent of the Participant.

     

    14.
      CHOICE OF LAW.

     

    The
      law
      of the State of Florida shall govern all questions concerning the construction,
      validity and interpretation of this Plan, without regard to such state’s
      conflict of laws rules.

    


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