Untitled Document




 Exhibit
      4.1

 

VISUALMED
      CLINICAL SOLUTIONS CORP.

FEBRUARY
      2008 NONQUALIFIED STOCK OPTION PLAN

 

ARTICLE
      I

Purpose
      of Plan

 

This
    NONQUALIFIED STOCK OPTION PLAN (the “Plan”) of VISUALMED CLINICAL
    SOLUTIONS CORP. (the “Company”) for persons employed or associated
    with the Company, including without limitation any employee, director, general
    partner, officer, attorney, accountant, consultant or advisor, is intended
    to advance the best interests of the Company by providing additional incentive
    to those persons who have a substantial responsibility for its management,
    affairs, and growth by increasing their proprietary interest in the success
    of the Company, thereby encouraging them to maintain their relationships
    with the Company. Further, the availability and offering of Stock Options
    under the Plan supports and increases the Company’s ability to attract,
    engage and retain individuals of exceptional talent upon whom, in large measure,
    the sustained progress growth and profitability of the Company for the shareholders
    depends.

 

ARTICLE
      II

Definitions

 

For
    Plan purposes, except where the context might clearly indicate otherwise,
    the following terms shall have the meanings set forth below:

 

“Board” shall
    mean the Board of Directors of the Company.

 

“Code” shall
    mean the Internal Revenue Code of 1986, as amended, and the rules and regulations
    promulgated thereunder. 

 

“Committee” shall
    mean the Compensation Committee, or such other committee appointed by the
    Board, which shall be designated by the Board to administer the Plan. The
    Company shall be composed of two or more persons as from time to time are
    appointed to serve by the Board and may be members of the Board or the entire
    Board. 

 

“Common
    Shares” shall mean the Company’s Common Shares $0.00001 par value
    per share, or, in the event that the outstanding Common Shares are hereafter
    changed into or exchanged for different shares or securities of the Company,
    such other shares or securities. 

 

“Company” shall
    mean VISUALMED CLINICAL SOLUTIONS CORP., a Nevada Corporation, and any parent
    or subsidiary corporation of VISUALMED CLINICAL SOLUTIONS CORP., as such
    terms are defined in Section 425(e) and 425(f), respectively of the Code.

 

 








 

 

“Optionee” shall
    mean any person employed or associated with the affairs of the Company who
    has been granted one or more Stock Options under the Plan. 

 

“Stock
    Option” or “NQSO” shall mean a stock option granted pursuant
    to the terms of the Plan. 

 

“Stock
    Option Agreement” shall mean the agreement between the Company and the
    Optionee under which the Optionee may purchase Common Shares hereunder.

 

ARTICLE
      III

Administration
      of the Plan

 

1.
    The Committee shall administer the Plan and accordingly, it shall have full
    power to grant Stock Options, construe and interpret the Plan, establish
    rules and regulations and perform all other acts, including the delegation
    of administrative responsibilities, it believes reasonable and proper.

 

2.
    The determination of those eligible to receive Stock Options, and the amount,
    price, type and timing of each Stock Option and the terms and conditions
    of the respective stock option agreements shall rest in the sole discretion
    of the Committee, subject to the provisions of the Plan.

 

3.
    The Committee may cancel any Stock Options awarded under the Plan if an Optionee
    conducts himself in a manner which the Committee determines to be inimical
    to the best interest of the Company and its shareholders as set forth more
    fully in paragraph 8 of Article X of the Plan.

 

4.
    The Board, or the Committee, may correct any defect, supply any omission
    or reconcile any inconsistency in the Plan or in any granted Stock Option,
    in the manner and to the extent it shall deem necessary to carry it into
    effect. 

 

5.
    Any decision made, or action taken, by the Committee or the Board arising
    out or in connection with the interpretation and administration of the Plan
    shall be final and conclusive.

 

6.
    Meetings of the Committee shall be held at such times and places as shall
    be determined by the Committee. A majority of the members of the Committee
    shall constitute a quorum for the transaction of business, and the vote of
    a majority of those members present at any meeting shall decide any question
    brought before that meeting. In addition, the Company may take any action
    otherwise proper under the Plan by the affirmative vote, taken without a
    meeting, of a majority of its members.

 

7.
    No member of the Committee shall be liable for any act or omission of any
    other member of the Committee or for any act or omission on his own part,
    including, but not limited to, the exercise of any power or discretion given
    to him under the Plan except those resulting form his own gross negligence
    or willful misconduct. 

 

 








 

 

8.
    The Company, through its management, shall supply full and timely information
    to the Committee on all matters relating to the eligibility of Optionees,
    their duties and performance, and current information on any Optionee’s
    death, retirement, disability or other termination of association with the
    Company, and such other pertinent information as the Committee may require.
    The Company shall furnish the Committee with such clerical and other assistance
    as is necessary in the performance of its duties hereunder.

 

ARTICLE
      IV

Shares
      Subject to the Plan

 

1.
    The total number of shares of the Company available for grants of Stock Options
    under the Plan shall be 2,300,000 Common Shares,
    subject to adjustment as herein provided, which shares may be either authorized
    but unissued or reacquired Common Shares of the Company. 

 

2.
    If a Stock Option or portion thereof shall expire or terminate for any reason
    without having been exercised in full, the unpurchased shares covered by
    such NQSO shall be available for future grants of Stock Options. 

 

ARTICLE
      V

Stock
      Option Terms and Conditions

 

1.
    Consistent with the Plan’s purpose, Stock Options may be granted to
    any person who is performing or who has been engaged to perform services
    of special importance to management in the operation, development and growth
    of the Company. 

 

2.
    Determination of the option price per share for any stock option issues hereunder
    shall rest in the sole and unfettered discretion of the Committee.

 

3.
    All Stock Options granted under the Plan shall be evidenced by agreements
    which shall be subject to applicable provisions of the Plan, and such other
    provisions as the Committee may adopt, including the provisions set forth
    in paragraphs 2 through 11 of this Article V.

 

4.
    All Stock Options granted hereunder must be granted within ten years from
    the date this Plan is adopted.

 

5.
    No Stock Option granted hereunder shall be exercisable after the expiration
    of ten years from the date such NQSO is granted. The Committee, in its discretion,
    may provide that an option shall be exercisable during such ten year period
    or during any lesser period of time. The Committee may establish installment
    exercise terms for a Stock Option such that the NQSO becomes fully exercisable
    in a series of cumulating portions. If an Optionee shall not, in any given
    installment period, purchase all the Common Shares which such Optionee is
    entitled to purchase within such installment period, such Optionee’s
    right to purchase any Common Shares not purchased in such installment period
    shall continue until the expiration or sooner termination of such NQSO. The
    Committee may also accelerate the exercise of any NQSO.

 

 








 

 

6.
    A Stock Option, or portion thereof, shall be exercised by deliver of (i)
    a written notice of exercise to the Company specifying the number of Common
    Shares to be purchased, and (ii) payment of the full price of such Common
    Shares, as fully set forth in paragraph 7 of this Article V. No NQSO or installment
    thereof shall be reusable except with respect to whole shares, and fractional
    share interests shall be disregarded. Not less than 100 Common Shares may
    be purchased at one time unless the number purchased is the total number
    at the time available for purchase under the NQSO. Until the Common Shares
    represented by an exercised NQSO are issued to an Optionee, he/she shall
    have none of the rights of a shareholder. 

 

7.
    The exercise price of a Stock Option, or portion thereof, may be paid:

 

A.
    In United States dollars, in cash or by cashier’s check, certified check,
    bank draft or money order, payable to the order of the Company in an amount
    equal to the option price; or,

 

B.
    At the discretion of the Committee, through the delivery of fully paid and
    nonassessable Common Shares, with an aggregate fair market value (determined
    as the average of the highest and lowest reported sales prices on the Common
    Shares as of the date of exercise of the NQSO, as reported by such responsible
    reporting service as the Committee may select, or if there were not transactions
    in the Common Shares on such day, then the last preceding day on which transactions
    took place), as of the date of the NQSO exercise equal to the option price,
    provided such tendered shares, or any derivative security resulting in the
    issuance of Common Shares, have been owned by the Optionee for at least 30
    days prior to such exercise; or,

 

C.
    By a combination of both A and B above.

 

8.
    The Committee shall determine acceptable methods for tendering Common Shares
    as payment upon exercise of a Stock Option and may impose such limitations
    and prohibitions on the use of Common Shares to exercise an NQSO as it deems
    appropriate.

 

9.
    With the Optionee’s consent, the Committee may cancel any Stock Option
    issued under this Plan and issue a new NQSO to such Optionee.

 

10.
    Except by will, the laws of descent and distribution, or with the written
    consent of the Committee, no right or interest in any Stock Option granted
    under the Plan shall be assignable or transferable, and no right or interest
    of any Optionee shall be liable for, or subject to, any lien, obligation
    or liability of the Optionee. Upon petition to, and thereafter with the written
    consent of the Committee, an Optionee may assign or transfer all or a portion
    of the Optionee’s rights and interest in any stock option granted hereunder.
    Stock Options shall be exercisable during the Optionee’s lifetime only
    by the Optionee or assignees, or the duly appointed legal representative
    of an incompetent Optionee, including following an assignment consented to
    by the Committee herein.

 

11.
    No NQSO shall be exercisable while there is outstanding any other NQSO which
    was granted to the Optionee before the grant of such option under the Plan
    or any other plan which gives the right to the Optionee to purchase stock
    in the Company or in a corporation which is a 

 








 

parent
    corporation (as defined in Section 425(e) of the Code) of the Company, or
    any predecessor corporation of any of such corporations at the time of the
    grant. An NQSO shall be treated as outstanding until it is either exercised
    in full or expires by reason of lapse of time.

 

12.
    Any Optionee who disposes of Common Shares acquired on the exercise of a
    NQSO by sale or exchange either (i) within two years after the date of the
    grant of the NQSO under which the stock was acquired, or (ii) within one
    year after the acquisition of such Shares, shall notify the Company of such
    disposition and of the amount realized upon such disposition. The transfer
    of Common Shares may also be restricted by applicable provisions of the Securities
    Act of 1933, as amended. 

 

ARTICLE
      VI

Adjustments
      or Changes in Capitalization

 

1.
    In the event that the outstanding Common Shares of the Company are hereafter
    changed into or exchanged for a different number of kinds of shares or other
    securities of the Company by reason of merger, consolidation, other reorganization,
    recapitalization, reclassification, combination of shares, stock split-up
    or stock dividend: 

 

A.
    Prompt, proportionate, equitable, lawful and adequate adjustment shall be
    made of the aggregate number and kind of shares subject to Stock Options
    which may be granted under the Plan, such that the Optionee shall have the
    right to purchase such Common Shares as may be issued in exchange for the
    Common Shares purchasable on exercise of the NQSO had such merger, consolidation,
    other reorganization, recapitalization, reclassification, combination of
    shares, stock split-up or stock dividend not taken place;

 

B.
    Rights under unexercised Stock Options or portions thereof granted prior
    to any such change, both as to the number or kind of shares and the exercise
    price per share, shall be adjusted appropriately, provided that such adjustments
    shall be made without change in the total exercise price applicable to the
    unexercised portion of such NQSO’s but by an adjustment in the price
    for each share covered by such NQSO’s; or

 

C.
    Upon any dissolution or liquidation of the Company or any merger or combination
    in which the Company is not a surviving corporation, each outstanding Stock
    Option granted hereunder shall terminate, but the Optionee shall have the
    right, immediately prior to such dissolution, liquidation, merger or combination,
    to exercise his/her NQSO in whole or in part, to the extent that it shall
    not have been exercised, without regard to any installment exercise provisions
    in such NQSO.

 

2.
    The foregoing adjustment and the manner of application of the foregoing provisions
    shall be determined solely by the Committee, whose determination as to what
    adjustments shall be made and the extent thereof, shall be final, binding
    and conclusive. No fractional Shares shall be issued under the Plan on account
    of any such adjustments.

 

 

 








 

 

ARTICLE
      VII

Merger,
      Consolidation or Tender Offer

 

1.
    If the Company shall be a party to a binding agreement to any merger, consolidation
    or reorganization or sale of substantially all the assets of the Company,
    each outstanding Stock Option shall pertain and apply to the securities and/or
    property which a shareholder of the number of Common Shares of the Company
    subject to the NQSO would be entitled to receive pursuant to such merger,
    consolidation or reorganization or sale of assets. 

 

2.
    In the event that:

 

A.
    Any person other than the Company shall acquire more than 20% of the Common
    Shares of the Company through a tender offer, exchange offer or otherwise;

 

B.
    A change in the “control” of the Company occurs, as such term is
    defined in Rule 405 under the Securities Act of 1933;

 

C.
    There shall be a sale of all or substantially all of the assets of the Company;
    any then outstanding Stock Option held by an Optionee, who is deemed by the
    Committee to be a statutory officer (“insider”) for purposes of
    Section 16 of the Securities Exchange Act of 1934 shall be entitled to receive,
    subject to any action by the Committee revoking such an entitlement as provided
    for below, in lieu of exercise of such Stock Option, to the extent that it
    is then exercisable, a cash payment in an amount equal to the difference
    between the aggregate exercise price of such NQSO, or portion thereof, and,
    (i) in the event of an offer or similar event, the final offer price per
    share paid for Common Shares, or such lower price as the Committee may determine
    to conform an option to preserve its Stock Option status, times the number
    of Common Shares covered by the NQSO or portion thereof, or (ii) in the case
    of an event covered by B or C above, the aggregate fair market value of the
    Common Shares covered by the Stock Option, as determined by the Committee
    at such time. 

 

3.
    Any payment which the Company is required to make pursuant to paragraph 2
    of this Article VII, shall be made within 15 business days, following the
    event which results in the Optionee’s right to such payment. In the
    event of a tender offer in which fewer than all the shares which are validity
    tendered in compliance with such offer are purchased or exchanged, then only
    that portion of the shares covered by an NQSO as results from multiplying
    such shares by a fraction, the numerator of which is the number of Common
    Shares acquired purchase to the offer and the denominator of which is the
    number of Common Shares tendered in compliance with such offer, shall be
    used to determine the payment thereupon. To the extent that all or any portion
    of a Stock Option shall be affected by this provision, all or such portion
    of the NQSO shall be terminated. 

 

4.
    Notwithstanding paragraphs 1 and 3 of this Article VII, the Company may,
    by unanimous vote and resolution, unilaterally revoke the benefits of the
    above provisions; provided, however, that such vote is taken no later than
    ten business days following public announcement of the intent of an offer
    of the change of control, whichever occurs earlier.

 

 








 

 

 

ARTICLE
      VIII

Amendment
      and Termination of Plan

 

1.
    The Board may at any time, and from time to time, suspend or terminate the
    Plan in whole or in part or amend it from time to time in such respects as
    the Board may deem appropriate and in the best interest of the Company.

 

2.
    No amendment, suspension or termination of this Plan shall, without the Optionee’s
    consent, alter or impair any of the rights or obligations under any Stock
    Option theretofore granted to him/her under the Plan.

 

3.
    The Board may amend the Plan, subject to the limitations cited above, in
    such manner as it deems necessary to permit the granting of Stock Options
    meeting the requirements of future amendments or issued regulations, if any,
    to the Code.

 

4.
    No NQSO may be granted during any suspension of the Plan or after termination
    of the Plan.

 

ARTICLE
      IX

Government
      and Other Regulations

 

The
    obligation of the Company to issue, transfer and deliver Common Shares for
    Stock Options exercised under the Plan shall be subject to all applicable
    laws, regulations, rules, orders and approval which shall then be in effect
    and required by the relevant stock exchanges on which the Common Shares are
    traded and by government entities as set forth below or as the Committee
    in its sole discretion shall deem necessary or advisable.

 

Specifically,
    in connection with the Securities Act of 1933, as amended, upon exercise
    of any Stock Option, the Company shall not be required to issue Common Shares
    unless the Committee has received evidence satisfactory to it to the effect
    that the Optionee will not transfer such shares except pursuant to a registration
    statement in effect under such Act or unless an opinion of counsel satisfactory
    to the Company has been received by the Company to the effect that such registration
    is not required. Any determination in this connection by the Committee shall
    be final, binding and conclusive. The Company may, but shall in no event
    be obligated to take any other affirmative action in order to cause the exercise
    of a Stock Option or the issuance of Common Shares purchase thereto to comply
    with any law or regulation of any government authority. 

 

ARTICLE
      X

Miscellaneous
      Provisions

 

1.
    No person shall have any claim or right to be granted a Stock Option under
    the Plan, and the grant of an NQSO under the Plan shall not be construed
    as giving an Optionee the right to be retained by the Company. Furthermore,
    the Company expressly reserves the right at any time to 

 








 

terminate
    its relationship with an Optionee with or without cause, free from any liability,
    or any claim under the Plan, except as provided herein, in an option agreement,
    or in any agreement between the Company and the Optionee.

 

2.
    Any expenses of administering this Plan shall be borne by the Company. 

 

3.
    The payment received from Optionee from the exercise of Stock Options under
    the Plan shall be used for the general corporate purposes of the Company.

 

4.
    The place of administration of the Plan shall be in the Province of Quebec
    and the validity, contraction, interpretation, administration and effect
    of the Plan and its rules and regulations, and rights relating to the Plan,
    shall be determined solely in accordance with the laws of the State of Nevada.

 

5.
    Without amending the Plan, grants may be made to persons who are foreign
    nationals or employed outside the United States, or both, on such terms and
    conditions, consistent with the Plan’s purpose, different from those
    specified in the Plan as may, in the judgment of the Committee, be necessary
    or desirable to create equitable opportunities given differences in tax laws
    in other countries. 

 

6.
    In addition to such other rights of indemnification as they may have as members
    of the Board or Committee, the members of the Committee shall be indemnified
    by the Company against all costs and expenses reasonably incurred by them
    in connection with any action, suit or proceeding to which they or any of
    them may be party by reason of any action taken or failure to act under or
    in connection with the Plan or any Stock Option granted thereunder, and against
    all amount paid by them in settlement thereof (provided such settlement is
    approved by independent legal counsel selected by the Company) or paid by
    them in satisfaction of a judgment in any such action, suit or proceeding,
    except a judgment based upon a finding of bad faith; provided that upon the
    institution of any such action, suit or proceeding a Committee member shall
    in writing, give the Company notice thereof and an opportunity, at its own
    expense, to handle and defend the same before such Committee member undertakes
    to handle and defend it on his/her own behalf. 

 

7.
    Stock Options may be granted under this Plan form time to time, in substitution
    for stock options held by employees of other corporations who are about to
    become employees of the Company as the result of a merger or consolidation
    of the employing corporation with the Company or the acquisition by the Company
    of the assets of the employing corporation or the acquisition by the Company
    of stock of the employing corporation as a result of which it become a subsidiary
    of the Company. The terms and conditions of such substitute stock options
    so granted may vary from the terms and conditions set forth in this Plan
    to such extent as the Board of Director of the Company at the time of grant
    may deem appropriate to conform, in whole or in part, to the provisions of
    the stock options in substitution for which they are granted, but no such
    variations shall be such as to affect the status of any such substitute stock
    options as a stock option under Section 422A of the Code. 

 

 








 

 

8.
    Notwithstanding anything to the contrary in the Plan, if the Committee finds
    by a majority vote, after full consideration of the facts presented on behalf
    of both the Company the Optionee, that the Optionee has been engaged in fraud,
    embezzlement, theft, commission of a felony or proven dishonesty in the course
    of his/her association with the Company or any subsidiary corporation which
    damaged the Company or any subsidiary corporation, or for disclosing trade
    secrets of the Company or any subsidiary corporation, the Optionee shall
    forfeit all unexercised Stock Options and all exercised NQSO’s under
    which the Company has not yet delivered the certificates and which have been
    earlier granted the Optionee by the Committee. The decision of the Committee
    as to the case of an Optionee’s discharge and the damage done to the
    Company shall be final. No decision of the Committee, however, shall affect
    the finality of the discharge of such Optionee by the Company or any subsidiary
    corporation in any manner. Further, if Optionee voluntarily terminates employment
    with the Company, the Optionee shall forfeit all unexercised stock options. 

 

ARTICLE
      XI

Written
      Agreement

 

Each
    Stock Option granted hereunder shall be embodied in a written Stock Option
    Agreement which shall be subject to the terms and conditions prescribed above
    and shall be signed by the Optionee and by the President or any Vice President
    of the Company, for and in the name and on behalf of the Company. Such Stock
    Option Agreement shall contain such other provisions as the Committee, in
    its discretion shall deem advisable.

 

ARTICLE
      XII

Effective
      Date

 

This
    Plan shall become unconditionally effective as of the effective date of approval
    of the Plan by the Board of Directors of the Company. No Stock Option may
    be granted later than ten (10) years from the effective date of the Plan;
    provided, however, that the Plan and all outstanding Stock Options shall
    remain in effect until such NQSO’s have expired or until such options
    are cancelled.