EXHIBIT 10(m)


VASOMEDICAL, INC.




2010 STOCK PLAN








I.  GENERAL PROVISIONS





A.           PURPOSE OF THE PLAN





This 2010 Stock Plan (the “Plan”) is intended to promote the interests of VASOMEDICAL, INC., a Delaware corporation (“Corporation”), by providing eligible persons in the employ or service of the Corporation or its affiliates with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to continue in such employ or service.





Unless otherwise defined herein, all capitalized terms shall have the meaning assigned to them in the attached Appendix.





B.           STRUCTURE OF THE PLAN





The Plan shall be divided into two (2) separate equity programs:





(i)           the Option Grant Program under which eligible persons (“Optionees”) may, at the discretion of the Board, be granted options to purchase shares of common stock; and





(ii)           the Stock Issuance Program under which eligible persons (“Participants”) may, at the discretion of the Board, be issued shares of common stock directly, either through the immediate purchase of such shares or as a bonus for services rendered the Corporation (or any Parent or Subsidiary).





The provisions of Articles One and Four shall apply to both equity programs under the Plan and shall accordingly govern the interests of all persons under the Plan.





C.           ADMINISTRATION OF THE PLAN





The Plan shall be administered by the Corporation’s Board of Directors (“Board”), or in the discretion of the Board, a committee consisting of no less than two Non-Employee Directors or persons meeting such other requirements as may be imposed by Rule 16(b) under the 1934 Act (“Committee”).





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The Board or Committee shall have full power and authority (subject to the provisions of the Plan) to establish such rules and regulations as it may deem appropriate for proper administration of the Plan and to make such determinations under, and issue such interpretations of, the Plan and any outstanding options or stock issuances thereunder as it may deem necessary or advisable.  Decisions of the Board shall be final and binding on all parties who have an interest in the Plan or any option or stock issuance thereunder.





D.           ELIGIBILITY





The persons eligible to participate in the Plan are:





1.           Officers, directors and employees of the Corporation or any subsidiary of the Corporation; and





2.           consultants and other independent advisors who provide services to the Corporation, or any parent or subsidiary of the Corporation.





The Board or Committee shall have full authority to determine, (i) with respect to the grants made under the Option Grant Program, described in Article Two below, which eligible persons are to receive the option grants, the time or times when those grants are to be made, the number of shares to be covered by each such grant, the status of the granted option as either an Incentive Option or a Non-Qualified Option, the time or times when each option is to become exercisable, the vesting schedule (if any) applicable to the option shares and the maximum term for which the option is to remain outstanding, and (ii) with respect to stock issuances made under the Stock Issuance Program, described in Article Three, which eligible persons are to receive such stock issuances, the time or times when those issuances are to be made, the number of shares to be issued to each Participant, the vesting schedule (if any) applicable to the issued shares and the consideration to be paid by the Participant for such shares.





The Board or Committee shall have the absolute discretion either to grant options in accordance with the Option Grant Program or to issue stock in accordance with the Stock Issuance Program.





E.           STOCK SUBJECT TO THE PLAN





The stock issuable under the Plan shall be shares of the Corporation’s authorized but unissued or reacquired common stock.  The maximum number of shares of common stock which may be issued under the Plan is 5,000,000 shares.





Shares of common stock subject to outstanding options shall be available for subsequent issuance under the Plan to the extent (i) the options expire or terminate for any reason prior to exercise in full, or (ii) the options are cancelled in accordance with the cancellation-regrant provisions of Article Two.  Unvested shares issued under the Plan and subsequently repurchased by the Corporation, at the option exercise or direct issue price paid per share, pursuant to the Corporation’s repurchase rights under the Plan shall be added back to the number of shares of common stock reserved for issuance under the Plan.





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If there is any change to the common stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding common stock as a class without the Corporation’s receipt of consideration, then appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, and (ii) the number and/or class of securities and the exercise price per share in effect under each outstanding option in order to prevent the dilution or enlargement of benefits thereunder.





II.   OPTION GRANT PROGRAM





A.           OPTION TERMS





Each option shall be evidenced by one or more documents in the form approved by the Board, and which shall be subject to the provisions of the Plan.





1.           Exercise Price.





a.           The exercise price per share shall be fixed by the Board in accordance with the following provisions:




(i)
The exercise price per share shall not be less than the Fair Market Value per share of common stock on the option grant date.
 
 (ii)
If the Optionee is a 10% Stockholder, then the exercise price per share shall not be less than one hundred ten percent (110%) of the Fair Market Value per share of common stock on the option grant date for Incentive Options.
  b.           The exercise price is payable in cash or check made payable to the Corporation upon exercise of the option, subject to the provisions of Section I of Article Four and the documents evidencing the option.  If the common stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended (“34 Act”) at the time the option is exercised, then the exercise price may also be paid as follows:


(i)
in shares of common stock held for the requisite period necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or


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(ii)
to the extent the option is exercised for vested shares, through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable instructions (x) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (y) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale.





Except to the extent the foregoing sale and remittance procedure is used, payment of the exercise price for the purchased shares must be made on the Exercise Date.





2.           Exercise and Term of Options.  Each option shall be exercisable at such time or times, during such period and for such number of shares as shall be determined by the Board or Committee and set forth in the documents evidencing the option grant.  However, no option shall have a term in excess of five (5) years measured from the option grant date.





3.           Effect of Termination of Service.





a.           The following provisions shall govern the exercise of any vested option held by the Optionee at the time of cessation of Optionee’s employment or rendering of services to the Corporation (collectively “Service”) or death:




(i)
Should the Optionee cease to remain in Service for any reason other than death, Disability or Misconduct, then the Optionee shall have a period of three (3) months following the date of such cessation of Service during which to exercise each option held by such Optionee to the extent exercisable on the date of such termination.(ii)
Should Optionee’s Service terminate by reason of Disability, then the Optionee shall have a period of twelve (12) months following the date of such cessation of Service during which to exercise each outstanding option held by such Optionee to the extent exercisable on the date of such termination.(iii)
If the Optionee dies while holding an outstanding option, then the personal representative of his or her estate or the person or persons to whom the option is transferred pursuant to the Optionee’s will or the laws of inheritance shall have a twelve (12)-month period following the date of the Optionee’s death to exercise such option to the extent exercisable on the date of such termination.(iv)
Under no circumstances, however, shall any such option be exercisable after the specified expiration of the option term.(v)
All vested options shall terminate upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the option term.


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b.           The Board or Committee shall have the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to:





(i)
extend the period of time for which the option is to remain exercisable following Optionee’s cessation of Service or death from the limited period otherwise in effect for that option to such greater period of time as it shall deem appropriate, but in no event beyond the expiration of the option term, and/or





(ii)
permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of vested shares of common stock for which such option is exercisable at the time of the Optionee’s cessation of Service but also with respect to one or more additional installments in which the Optionee would have vested under the option had the Optionee continued in Service.





4.           Stockholder Rights.  The holder of an option shall have no stockholder rights with respect to the shares subject to the option until such person exercise the option, pays the exercise price and becomes the recordholder of the purchased shares.





5.           Limited Transferability of Options.  During the lifetime of the Optionee, the option shall be exercisable only by the Optionee and shall not be assignable or transferable other than by will or, following the Optionee’s death, by the laws of descent and distribution.





B.           CORPORATE TRANSACTION





1.           All unvested options shall automatically vest in full if and when either of the following stockholder approved transactions to which the Corporation is a party are consummated:  (i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or (ii) the sale, transfer or other disposition of all or substantially all of the Corporation’s assets in complete liquidation or dissolution of the Corporation.  However, the shares subject to an outstanding option shall not vest on such an accelerated basis if and to the extent:  (i) such option is assumed by the successor corporation (or parent thereof) in the Corporate Transaction or (ii) such option is to be replaced with a cash incentive program of the successor corporation which preserves the spread existing on the unvested option shares at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to those unvested option shares or (iii) the acceleration of such option is subject to other limitations imposed by the Board or Committee at the time of the option grant.





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2.           Each option which is assumed in connection with a Corporate Transaction shall be appropriately adjusted, immediately after such Corporate Transaction, to apply to the number and class of securities which would have been issuable to the Optionee in consummation of such Corporate Transaction, had the option been exercised immediately prior to such Corporate Transaction.  Appropriate adjustments shall also be made to (i) the number and class of securities available for issuance under the Plan following the consummation of such Corporate Transaction and (ii) the exercise price payable per share under each outstanding option, provided the aggregate exercise price payable for such securities shall remain the same.





3.           The Board or Committee shall have the discretion, exercisable either at the time the option is granted or at any time while the option remains outstanding, to structure one or more options so that those options shall automatically accelerate and vest in full (and any repurchase rights of the Corporation with respect to the unvested shares subject to those options shall immediately terminate) upon the occurrence of a Corporate Transaction, whether or not those options are to be assumed in the Corporate Transaction.





4.           The Board or Committee shall also have full power and authority, exercisable either at the time the option is granted or at any time while the option remains outstanding, to structure such option so that the shares subject to that option will automatically vest on an accelerated basis should the Optionee’s Service terminate by reason of the Optionee’s involuntary dismissal or discharge by the Corporation for reasons other than misconduct (“Involuntary Termination”) within a designated period (not to exceed one year) following the effective date of any Corporate Transaction in which the option is assumed and the repurchase rights applicable to those shares do not otherwise terminate.  Any option so accelerated shall remain exercisable for the fully-vested option shares until the expiration or sooner termination of the option term.





5.           The portion of any Incentive Option accelerated in connection with a Corporate Transaction shall remain exercisable as an Incentive Option only to the extent the applicable One Hundred Thousand Dollar ($100,000.00) limitation is not exceeded.  To the extent such dollar limitation is exceeded, the accelerated portion of such option shall be exercisable as a Non-Statutory Option under the Federal tax laws.





6.           The grant of options under the Plan shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.





III.  STOCK ISSUANCE PROGRAM





A.           STOCK ISSUANCE TERMS





Shares of common stock may be issued at the discretion of the Board or Committee under the Stock Issuance Program through direct and immediate issuances without any intervening option grants.  Each such stock issuance shall comply with the terms specified below.





1.           Purchase Price.





a.           The purchase price per Share shall be fixed by the Board or Committee but shall not be less than the Fair Market Value per Share of common stock on the issue date.





b.           Shares of common stock may be issued under the Stock Issuance Program for past or future services rendered or to be rendered to the Corporation (or any Parent or Subsidiary) as the Board may deem appropriate in each individual instance.





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2.           Vesting Provisions.





a.           Shares of common stock issued under the Stock Issuance Program shall vest at the discretion of the Board of Directors or Committee.





b.           The Participant shall have full stockholder rights with respect to any Shares issued to the Participant under the Stock Issuance Program, subject to the vesting provisions of such issuance.  Accordingly, the Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares.








IV.  MISCELLANEOUS





A.           ADJUSTMENTS DUE TO STOCK SPLITS, MERGERS, CONSOLIDATION, ETC.





If, at any time, the Corporation shall take any action, whether by stock dividend, stock split, combination of shares or otherwise, which results in a proportionate increase or decrease in the number of shares of common stock theretofore issued and outstanding, the number of shares which are reserved for issuance under the Plan and the number of shares which, at such time, are subject to options shall, to the extent deemed appropriate by the committee, be increased or decreased in the same proportion, provided, however, that the Corporation shall not be obligated to issue fractional shares.





Likewise, in the event of any change in the outstanding shares of common stock by reason of any recapitalization, merger, consolidation, reorganization, combination or exchange of shares or other corporate change, the committee shall make such substitution or adjustments, if any, as it deems to be appropriate, as to the number or  kind of shares of common stock or other securities which are reserved for issuance under the Plan and the number of shares or other securities which, at such time are subject to Options.





In the event of a Change of Control, at the option of the board of directors or Committee, (a) all options and/or shares of common stock outstanding on the date of such change of control shall, for a period of sixty days following such change of control, become immediately and fully exercisable or vested, as the case may be, and (b) an optionee will be permitted to surrender for cancellation within sixty days after such change of control any option or portion of any option which was granted more than six months prior to the date of such surrender, to the extent not yet exercised, and to receive a cash payment in an amount equal to the excess, if any, of the Fair Market Value (on the date of surrender) of the shares of common stock subject to the option or portion thereof surrendered, over the aggregate purchase price for such shares under the option.





B.           EFFECTIVE DATE AND TERM OF PLAN





1.           The Plan shall become effective on June 17, 2010, provided that no Incentive Options may be granted unless the Plan is first approved by the Corporation’s stockholders.   The Board may grant options and issue shares under the Plan at any time after the effective date of the Plan and before the date fixed herein for termination of the Plan.





2.           The Plan shall terminate upon the earliest of (i) June 16, 2020, (ii) the date on which all shares available for issuance under the Plan shall have been issued as vested shares or (iii) the termination of all outstanding options in connection with a Corporate Transaction.  All options and unvested stock issuances outstanding at the time of a clause (i) termination event shall continue to have full force and effect in accordance with the provisions of the documents evidencing those options or issuances.





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C.           AMENDMENT OF THE PLAN





The Board or Committee shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects, except for those persons ineligible to participate.  However, no such amendment or modification shall adversely affect the rights and obligations with respect to options or unvested stock issuances at the time outstanding under the Plan unless the Optionee or the Participant consents to such amendment or modification.  In addition, certain amendments may require stockholder approval pursuant to applicable laws and regulations.





D.           WITHHOLDING





The Corporation’s obligation to deliver shares of common stock upon the exercise of any options or upon the vesting of shares issuable under the Plan shall be subject to the satisfaction of all applicable Federal, state and local income and employment tax withholding requirements.





E.           REGULATORY APPROVALS





The implementation of the Plan, the granting of any options under the Plan and the issuance of any shares of common stock (i) upon the exercise of any option or (ii) under the Stock Issuance Program shall be subject to the Corporation’s obtaining all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the options granted under it and the shares of common stock issued pursuant to it.





F.           NO EMPLOYMENT OR SERVICE RIGHTS





Nothing in the Plan shall confer upon the Optionee or the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining such person) or of the Optionee or the Participant, which rights are hereby expressly reserved by each, to terminate such person’s Service at any time for any reason, with or without cause.


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APPENDIX





The following definitions shall be in effect under the Plan:





Board shall mean the Corporation’s Board of Directors.





Change of Control shall mean:





(i)  any person who is not currently such becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 50% or more of the combined voting power of the Corporation's then outstanding voting securities; or





(ii) three or more directors, whose election or nomination for election is not approved by a majority of the Incumbent Board (as defined in the plan), are elected within any single 12-month period to serve on the board of directors; or





(iii) members of the Incumbent Board cease to constitute a majority of the Board of Directors without the approval of the remaining members of the Incumbent Board; or





(iv) any merger (other than a merger where the Corporation is the survivor and there is no accompanying change in control under subparagraphs (i), (ii) or (iii) of this paragraph (b), consolidation, liquidation or dissolution of the Corporation, or the sale of all or substantially all of the assets of the Corporation.





Code shall mean the Internal Revenue Code of 1986, as amended.





Common Stock shall mean the Corporation’s common stock, $.001 par value.





Corporate Transactionshall mean either of the following stockholder-approved transactions to which the Corporation is a party:





(i)  a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or





(ii)  the sale, transfer or other disposition of all or substantially all of the Corporation’s assets in complete liquidation or dissolution of the Corporation.





Corporation shall mean Vasomedical, Inc., a Delaware corporation.





Disability shall mean the inability of Optionee to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment and shall be determined by the Plan Administrator on the basis of such medical evidence as the Plan Administrator deems warranted under the circumstances.  Disability shall be deemed to constitute Permanent Disability in the event that such Disability is expected to result in death or has lasted or can be expected to last for a continuous period of twelve (12) months or more.





Eligibility.  Incentive Options may only be granted to Employees.





Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.





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Exercise Date shall mean the date on which the option shall have been exercised.





Exercise Price shall mean the exercise price payable per Option Share as specified in the Grant Notice.





Expiration Date shall mean the date on which the option expires as specified in the Grant Notice.





Fair Market Value per share of common stock on any relevant date shall be determined in accordance with the following provisions:





(i) If the common stock is at the time traded on the NASDAQ National or SmallCap Market, then the Fair Market Value shall be the closing selling price per share of common stock on the date in question, as the price is reported by the National Association of Securities Dealers on the NASDAQ National or SmallCap Market.  If there is no closing selling price for the common stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.





(ii) If the common stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of common stock on the date in question on the Stock Exchange determined by the Plan Administrator to be the primary market for the common stock, as such price is officially quoted in the composite tape of transactions on such exchange.  If there is no closing selling price for the common stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.





(iii) If the common stock is at the time neither listed on any Stock Exchange nor traded on the NASDAQ National Market, then the Fair Market Value shall be determined by the Plan Administrator after taking into account such factors as the Plan Administrator shall deem appropriate.





Grant Date shall mean the date of grant of the option as specified in the Grant Notice.





Grant Notice shall mean the Notice of Grant of Stock Option accompanying the Agreement, pursuant to which Optionee has been informed of the basic terms of the option evidenced hereby.





Incentive Option shall mean an option which satisfies the requirements of Code Section 422.





Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner.  The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Corporation (or any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary).





1934 Act shall mean the Securities Exchange Act of 1934, as amended.





Non-Employee Director shall have the meaning provided under Rule 16(b) or any successor rule under the 1934 Act.





Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section 422.





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Option Agreement shall mean the option agreement issued pursuant to the Grant Notice.





Option Shares shall mean the number of shares of common stock subject to the option.





Optionee shall mean the person to whom the option is granted as specified in the Grant Notice.





Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.





Permitted Transfer shall mean (i) a gratuitous transfer of the Purchased Shares, provided and only if Optionee obtains the Corporation’s prior written consent to such transfer, (ii) a transfer of title to the Purchased Shares effected pursuant to Optionee’s will or the laws of intestate succession following Optionee’s death or (iii) a transfer to the Corporation in pledge as security for any purchase-money indebtedness incurred by Optionee in connection with the acquisition of the Purchased Shares.





Plan shall mean the Corporation’s 2010 Stock Plan.





Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.





Purchase Agreement shall mean the stock purchase agreement pursuant to the Grant Notice or issuance of the Shares.





Service shall mean the Optionee’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee.





Shares shall mean the number of shares of common stock subject to the stock issuance.





Stock Exchange shall mean the Nasdaq National Market System, American Stock Exchange or the New York Stock Exchange.





Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.





Vesting Commencement Date shall mean the date on which the Option Shares or Shares commence to vest as specified in the Grant Notice or agreement with Participant.





Vesting Schedule shall mean the vesting schedule specified in the Grant Notice or agreement with Participant pursuant to which the Participant is to be vested in the Option Shares or Shares in a series of installments over his or her period of Service.


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