exv10w2



 






	 	 	 	 	 



Exhibit 10.2




OrthoLogic Corp.




Director Compensation Plan

Effective June 10, 2005





     The non-employee Directors on the Corporation’s Board of Directors shall be compensated for
their services in accordance with this Director Compensation Plan, unless and until this Plan is
modified, rescinded or otherwise altered by action of the Board of Directors.



     1. Annual Compensation. Each Director shall be paid the following compensation at the
times specified:



          (a) Cash. $24,000 per year, payable quarterly in advance, plus $1,000 for attendance
by telephone or in person at each meeting of the Board of Directors.




          (b) Options. Options to purchase 10,000 shares of the Corporation’s common stock, to
be issued as of January 1 of each year to each person serving as a Director on such date. All
options shall be issued pursuant to the OrthoLogic Corp. 1997 Stock Option Plan or another plan
approved by stockholders (and not otherwise), and shall be exercisable at 100% of the market value
of such shares on the date of grant, determined in accordance with the provisions of the relevant
plan. The options shall be fully-vested and exercisable immediately.




          (c) Restricted Stock. That number of shares of OrthoLogic common stock with an
aggregate market value equal to $25,000, determined on the basis of the closing market price on the
trading day next preceding the date of issuance, to be issued as of January 1 of each year to each
person serving as a Director on such date. Such shares shall be issued pursuant to a letter of
restricted stock grant in customary form which shall provide, among other things, that the shares
shall be subject to repurchase by the Corporation at a purchase price equal to the par value per
share if the receiving Director ceases to serve as a director for any reason prior to the first
anniversary of the date of issuance. This paragraph 1(c) shall be void if it is not approved by
the Corporation’s stockholders no later than the time of the 2006 annual stockholders meeting and
shall remain in effect only for so long as and to the extent that (i) such approval is effective or
(ii) the Corporation is authorized to issue such shares of restricted stock under one or more stock
option or other equity compensation plans approved by the Corporation’s stockholders.




     2. Registration. The Corporation shall use reasonable efforts to register under the
Securities Act of 1933, as amended, the issuance or resale of the stock options and underlying
common shares and the shares of restricted stock issuable pursuant to this Plan.



     3. Effective Date. This Director Compensation Plan shall be effective as of June 10,
2005.



     4. Transition.



          (a) Paragraphs 1(a) and (b) shall be effective immediately.




 









 








          (b) Paragraph 1(c) shall be implemented as follows:




               (i) Each director serving as of the Effective Date shall be entitled to receive 6,510
restricted shares of the Corporation’s common stock ($25,000 in value, determined on the basis of
the closing market price of the shares on the Effective Date) in accordance with the provisions of
paragraph 1(c), but only if such issuance is approved by stockholders not later than the time of
the Corporation’s 2006 annual stockholders meeting. The shares shall not be issued and the
directors shall not be entitled to alternate compensation if the issuance is not approved by
stockholders by such time.



               (ii) Each director serving as of January 1, 2006 shall be entitled to receive $25,000 in value
of the Corporation’s restricted common stock on such date, determined on the basis of the closing
market price of such shares on the trading day next preceding such date, but only if such issuance
is approved by stockholders not later than the time of the Corporation’s 2006 annual stockholders
meeting. The shares shall not be issued and the directors shall not be entitled to alternate
compensation if the issuance is not approved by stockholders by such time.