Exhibit 10.8-1


 


IMMUCOR, INC.


2003 STOCK OPTION PLAN


As Amended


 


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


 


2.                                       Administration.


 


(a)                                  The
authority to manage and control the operation and administration of the Plan
shall be vested in a committee (the “Committee”) of at least three (3) members
of the Board of Directors to be appointed at the pleasure of the Board of
Directors of the Company.


 


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


 


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


 


(d)                                 No
member of the Committee shall be liable for any action or determination made in
good faith and permitted by the terms of the Plan.


 


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


 


4.                                       Shares
Subject to the Plan.  The shares of
stock that may be subject to options under the Plan shall be shares of Common
Stock, and may consist of either unissued shares or shares held in the treasury
of the Company.  The aggregate number of
shares of Common Stock for which options may be granted under the Plan shall
not exceed One Million Six Hundred Fifty Thousand Shares (1,650,000) shares,
subject to such adjustments as may take place in accordance with Section 12.  If, as to any number of shares, any option
granted pursuant to the Plan expires or terminates while the Plan remains in
effect, such number of shares shall again be available for grant under the
Plan.


 





















 


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


 


6.                                       Option
Expiration Date.  The “Expiration
Date” with respect to an option granted to a Participant under the Plan means
the date established by the Committee as the date after which the option is not
exercisable.


 


7.                                       Exercise
of Option.


 


(a)                                  Each
option shall be exercisable at such time or times as shall be established
hereunder.  The Committee may, in its
discretion, accelerate the exercisability of any one or more options at any
time and for any reason.  A Participant
may exercise an option by giving written notice (the “Exercise Notice”) thereof
prior to the option’s Expiration Date to the Secretary of the Company at the
Company’s corporate headquarters.


 


(b)                                 The
full purchase price of the shares purchased pursuant to the exercise of an
option shall be paid in cash or check or by tender of stock certificates in proper
form for transfer to the Company representing shares of Common Stock valued at
the last sales price of the Common Stock on the preceding business day as
reported on the National Association of Securities Dealers Automated Quotation
System (NASDAQ) National Market System, or any successor system, or by any
combination of the foregoing, contemporaneously with the giving of the Exercise
Notice.  The Committee also may accept in
payment of all or part of the purchase price a promissory note of the Participant,
except to the extent prohibited by law. 
In addition to payment of the full price, the Participant shall pay to
the Company at the time of exercise, or shall otherwise make arrangements
satisfactory to the Committee regarding payment of, any additional amount that
the Committee deems necessary to satisfy the Company’s liability to withhold
federal, state or local income or other taxes incurred by reason of exercise of
the option.


 


8.                                       Termination
of Employment.  The Committee may
specify, with respect to the options granted to any particular Optionee who is
an employee of the Company, the effect upon such Optionee’s right to exercise
an option of the termination of such Optionee’s employment under various
circumstances, which effect may include immediate or deferred termination of
such Optionee’s rights under an option, or acceleration of the date at which an
option may be exercised in full.


 


9.                                       Compliance
With Applicable Laws. 
Notwithstanding any other provision of the Plan, the Company shall not
be obligated to issue any shares of Common Stock under the Plan unless such
issuance is in compliance with all applicable laws and any applicable
requirements of any securities exchange on which the Common Stock is
traded.  Prior to the issuance of any
shares of Common Stock under the Plan, the Company may require a written
statement from the recipient as evidence of such compliance, including, in some
cases, an acknowledgment by the recipient that the recipient is acquiring the
shares for investment and not for the purpose or with the intention of
distributing the shares.


 





















 


10.                                 Transferability
and Restrictions Upon Transfer and Voting. 
Other than as provided in an Option Agreement (as defined under Section 13
below) in a form approved by the Committee, options under the Plan are not
transferable except by will or under the laws of descent and distribution, and
options  may be exercised during the
lifetime of the Participant only by the Participant.  Shares of Common Stock received upon exercise
of options granted under the Plan may be subject to such voting and transfer
restrictions as the Committee in its sole discretion shall establish at the
time such options are granted.  If the
transfer or voting of shares obtained upon exercise of an option is restricted,
certificates representing such shares may bear a legend referring to such
restrictions.


 


11.                                 Employment
and Shareholder Status.  This Plan,
any document describing this Plan, the grant of any option hereunder, and any
agreement evidencing the grant of such option shall not be construed to give
any Participant or any other person a right to employment or continued
employment by the Company or affect the right of the Company to terminate the
employment of any such person with or without cause.  The grant of an option under the Plan shall
not confer upon the holder thereof any right as a shareholder of the
Company.  No person entitled to exercise
any option granted under the Plan shall have any of the rights or privileges of
a shareholder of record with respect to any shares of Common Stock issuable
upon exercise of such option until such option is exercised and either (a)
certificates representing such shares have been issued and delivered, or (b) in
the case of uncertified shares, ownership of such shares has been properly
recorded by the transfer agent for the Common Stock.


 


12.                                 Adjustments
and Ownership Changes.


 


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


 


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


 


(c)                                  Unless
otherwise provided in the Option Agreement (as defined in Section 13
hereof), in the event such an Ownership Change takes place and provision is not
made for such assumption or substitution, or in the event that the Company
sells all or substantially all of its assets, or engages in a liquidation of
all or substantially all of its assets (a “Termination Event”), the Committee
may, in its discretion, accelerate the exercisability of any one or more
options in accordance with Section 7. 
It is the policy of the Company that the decision whether to accelerate
the exercisability of outstanding options take into account such factors as the
profitability of the transaction giving rise to the Termination Event to the
shareholders of the Company, the likelihood that the business of the Company
will substantially continue under the same, different or changed ownership
following such transaction, the tenure and performance of


 





















 


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


 


(d)                                 In
no event shall any fraction of a share of stock be issued upon the exercise of
an option.


 


13.                                 Agreement
With Company.  At the time of a grant
of an option, the Committee shall require a Participant to enter into a written
agreement with the Company in a form specified by the Committee (the “Option
Agreement”). The Option Agreement shall reflect the Participant’s agreement to
the terms and conditions of the Plan and to such additional terms and
conditions, not inconsistent with the Plan, as the Committee may, in its sole
discretion, prescribe.  No option
purported to be granted pursuant to the Plan shall be valid or binding on the
Company unless evidenced by an Option Agreement approved by the Committee.


 


14.                                 Amendment
and Termination of Plan.  The Board
of Directors of the Company may at any time amend, suspend or terminate the
Plan.  No amendment, suspension or
termination of the Plan (other than in connection with such actions as are
expressly authorized in the Plan) shall adversely affect or impair any option
previously granted under the Plan without the consent of the holder thereof.