c49530_ex4-2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing




Exhibit 4.1 


VISUALMED CLINICAL SOLUTIONS CORP. 

JULY 2007 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 6,500,000 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, an 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.