UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14A
(Rule 14a-101)
 
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant  x
Filed by a Party other than the Registrant: o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to § 240.14a-12
WOUND MANAGEMENT TECHNOLOGIES, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
x        No fee required.
o       Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    1. Title of each class of securities to which transaction applies:
    2. Aggregate number of securities to which transaction applies:
    3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:
    4. Proposed maximum aggregate value of transaction:
    5. Total fee paid:
o         Fee paid previously with preliminary materials.
o         Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
      Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
    1. Amount Previously Paid:
    2. Form, Schedule or Registration Statement No.:
    3. Filing Party:
    4. Date Filed:
INFORMATION REQUIRED IN A PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under § 240-14a-12
SANARA MEDTECH INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) 
Title of each class of securities to which transaction applies:
(2) 
Aggregate number of securities to which transaction applies:
(3) 
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) 
Proposed maximum aggregate value of transaction:
(5) 
Total fee paid:
☐ Fee paid previously with preliminary materials:
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1) 
Amount Previously paid:
(2) 
Form, Schedule or Registration Statement No.:
(3) 
Filing Party:
(4) 
Date Filed:


 
 
  
SANARA MEDTECH INC.
1200 Summit Ave., Suite 414
Fort Worth, Texas 76102
 
WOUND MANAGEMENT TECHNOLOGIES, INC.
16633 Dallas Parkway
Suite 250
Addison, Texas 75001
(972) 218-0935

July 18, 2014June 25, 2020
 
Dear Shareholders:Shareholder:
 
You are invitedThe Board of Directors and Management of Sanara MedTech Inc. invite you to attend the 2014 Annual Meeting of Shareholders of Wound Management Technologies, Inc. to be held on September 3, 2014,electronically as a virtual meeting at 10:00 a.m., local Central time on Thursday, July 9, 2020. Due to the potential health dangers and related complexities of holding a meeting at our corporate office located at 16633 Dallas Parkway, Suite 250, Addison, Texas 75001.  We hope that youa physical location, the Annual Meeting will instead be able to attendconducted virtually by electronic communication via the meeting.  MattersInternet. Details on electronic attendance and matters on which action will be taken at the meeting are explained in detail in the notice and proxy statement following this letter. Please read them carefully.
 
Whether or not you expect to attend the annual meeting, itIt is important that your shares be voted at the meeting in accordance with your preference. If you do not plan to attend our virtual meeting, you may vote your shares.  We are offering multiple options for voting your shares.  All holders may vote their shares through the Internet or by mail telephone, Internet or written ballot atusing the annual meeting.enclosed proxy card and envelope. If you are a beneficial holder with shares held through a broker, you may also vote your shares by telephone or the Internet using thewill receive instructions on each proxy card.  In order to vote your shares by mail, please mark, sign, and date the proxy card which has been mailed to you and return it promptly in the enclosed envelope.
If you have any questions or need assistance infor voting your shares please contact our transfer agent, Securities Transfer Corporation, at (469) 633-0101.from your broker.
 
Thank you for your continued support of Wound Management Technologies,Sanara MedTech Inc.
 
Ronald T. Nixon
Robert Lutz, Jr.
Executive Chairman of the Board
J. Michael Carmena
Vice Chairman of the Board and Chief Executive Officer

 
 
 
WOUND MANAGEMENT TECHNOLOGIES,
SANARA MEDTECH INC.
16633 Dallas Parkway1200 Summit Ave., Suite 414
Suite 250
Addison,Fort Worth, Texas 75001
(972) 218-093576102
 
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 
TO BE HELD SEPTEMBER 3, 2014To Be Held July 9, 2020
 
To the Shareholders of Wound Management Technologies, Inc.:
NOTICE IS HEREBY GIVEN that theThe Annual Meeting of Shareholders of Wound Management Technologies,Sanara MedTech Inc. (“Wound Management” or the “Company”, a Texas corporation (the “Company”), will be held at our corporate office located at 16633 Dallas Parkway, Suite 250, Addison, Texas 75001,electronically as a virtual meeting on September 3, 2014,July 9, 2020, at 10:00 a.m., localCentral time, for the following purposes:
(1)To elect Robert Lutz, Jr., Philip J. Rubinfeld, John Feltman, Ronald Goode, and Jeff Lewis as directors of the Company, with each director to serve until the next annual meeting, or until his successor is elected and qualified, his resignation, his removal from office by the shareholders or his death;
(2)To ratify the appointment of Malone Bailey LLP as Wound Management’s independent registered public accounting firm for the year ending December 31, 2014;
(3)To adopt an amendment to the Company’s Articles of Incorporation (the “Charter Amendment”) to increase the authorized shares of common stock of the Company from 100,000,000 to 250,000,000;
(4)
To authorize the filing, within the next twelve months of an additional amendment to the Company’s Articles of Incorporation effecting a 1-for-10 reverse split of the Company’s common stock (the “Reverse Split Amendment”).
(5)To approve the adoption of the Company’s 2014 Stock Incentive Plan (the “2014 Stock Plan”);
(6)To approve, by advisory vote, a resolution on executive compensation;
(7)To recommend, by advisory vote, the frequency of future advisory votes on executive compensation; and
(8)To transact any other business that has been properly brought before the meeting in accordance with the provisions of the Company’s Bylaws.
Your Board recommends that you vote FOR Proposals 1, 2, 3, 4, 5 and 6 and, with respect to Proposal 7, for the shareholder advisory vote on executive compensation to occur every three years.
 
We invite you
(1)
To elect five directors to attendhold office until the next Annual Meeting in person.  Whetherof Shareholders;
(2)
To approve the Company’s Restated 2014 Omnibus Long Term Incentive Plan;
(3)
To approve, by advisory vote, a resolution on executive compensation;
(4)
To recommend, by advisory vote, the frequency of future advisory votes on executive compensation; and
(5)
To transact any other business as may properly come before the annual meeting or not you expect to attendany adjournment thereof.
Only holders of record of the Annual Meeting, we urge you to mark, sign, date, and return the enclosed proxy card in the envelope provided or vote by telephone or over the internet as soon as possible.  If you are a beneficial holder, you may also vote your shares by telephone or the Internet using the instructions on each proxy card.  You may revoke your proxy at any time prior to the Annual Meeting, and, if you attend the Annual Meeting, you may vote your shares of Wound ManagementCompany’s common stock in person.
The Board of Directors has fixedat the close of business on JulyJune 11, 2014 as the record date for the determination of the shareholders2020, are entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. Only shareholders of record at the close of business on July 11, 2014, will be entitled to vote at the Annual Meeting and any adjournments or postponements thereof.annual meeting. A complete list of shareholders entitled to vote at the Annual Meeting will be available for inspectionexamination by any Company shareholder at the Company’s principal office at 1200 Summit Ave., Suite 414, Fort Worth, Texas 76102, during ordinary business hours for a period of eleven days prior to the date of the annual Meeting. Please contact our Corporate Secretary, Michael D. McNeil, at 817-529-2300 if you would like to make arrangements to examine the shareholder list at our offices, 16633 Dallas Parkway, Suite 250, Addison, Texas 75001office.
Your attention is directed to the proxy statement that follows for 11 days priorfurther information about the matters to be considered at the annual meeting. Our annual report to shareholders with financial statements, which consists of our annual report on Form 10-K for the year ended December 31, 2019, accompanies the proxy statement.
To ensure that your vote will be counted, please complete, sign and date the enclosed proxy card and return it promptly in the enclosed prepaid envelope, or vote over the Internet, whether or not you plan to attend the Annual Meeting. Your proxy may be revoked in the manner described in the accompanying Proxy Statement at any time before it has been voted at the Annual Meeting. If you would like to revieware a beneficial holder with shares held through a broker, you will receive instructions for voting your shares from your broker.
By Order of the shareholder list, please contact our corporate secretary, Mandy Muse, at (972) 218-0935 to schedule an appointment.Board of Directors
 
Michael D. McNeil
Secretary
June 25, 2020
Fort Worth, Texas
 
 
All shareholders are cordially invited to attend the Annual Meeting. If you have any questions about the attached proxy or require assistance in voting your shares on the proxy card or voting instruction form, or need additional copies of the Company’s proxy materials, please contact our transfer agent, Securities Transfer Corporation, at (469) 633-0101.
SANARA MEDTECH INC.
1200 Summit Ave., Suite 414
Fort Worth, Texas 76102
____________________________
 
 
 By Order of the Board of Directors,
Mandy Muse
SECRETARY
Addison, Texas
July 18, 2014

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held September 3, 2014
This proxy statement and our 2013 Annual Report to Shareholders, which
consists of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 are
available at http://woundmanagementtechnologies.com, which does not have “cookies”
that identify visitors to the site.
If you have any questions or require any assistance with voting your shares, please contact our
transfer agent at the contact listed below:

Securities Transfer Corporation
2591 Dallas Parkway, Suite 102
Frisco, TX 75034
P: (469) 633-0101 ext 113
F: (469) 633-0088

WOUND MANAGEMENT TECHNOLOGIES, INC.
16633 Dallas Parkway
Suite 250
Addison, Texas 75001
(972) 218-0935

PROXY STATEMENT
For
_______________________ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 9, 2020
This Proxy Statement is provided in connection with the solicitation of proxies by the Board of Directors of Sanara MedTech Inc. for its annual meeting of shareholders to be held only by electronic communication on Thursday, July 9, 2020, and any adjournment thereof. The purpose of the meeting is to consider and vote on the matters set forth in the accompanying Notice of Annual Meeting of Shareholders. You are receiving this Proxy Statement because you own shares of common stock of the Company that entitles you to vote at the meeting. In this Proxy Statement, Sanara MedTech Inc. is referred to as the “Company,” “Sanara,” “we” or “us.” By use of a proxy, you can vote on the matters to be decided at the meeting without attending the virtual meeting through the Internet. You simply vote your preferences through the Internet or by completing, signing and dating the enclosed proxy card and mailing it in the enclosed envelope, and your shares will be voted in accordance with your instructions.
The Company will begin sending this Proxy Statement and Proxy to shareholders on June 25, 2020.
GENERAL MATTERS
Record Date; Shares Outstanding and Voting Rights
 
The Board of Directors of Wound Management Technologies, Inc. (“Wound Management” or the “Company”) is soliciting proxies to vote at the 2014 Annual Meeting of Shareholders to be held at 10:00 a.m., local time, on September 3, 2014, at Wound Management Technologies, Inc. located at 16633 Dallas Parkway, Suite 250, Addison, Texas 75001, and at any adjournment thereof.  This proxy statement and the accompanying proxy are first being distributed and made available to shareholders on or about July 18, 2014.  For eleven days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting will be available for examination by any shareholder for any purpose relevant to the Annual Meeting during regular business hours at Wound Management’s executive offices, located at the address set forth above.  If you would like to review the shareholder list, please contact our corporate secretary at (972) 218-0935 to schedule an appointment.
Interest of Certain Persons in Matters to Be Acted Upon
       As set forth below under “Securities Holdings of Principal Shareholders, Directors, Nominees and Officers”, certain of our officers and directors have significant ownership interests in the Company, including (i) shares of the Company’s Series C Preferred Stock, which shares have the right to convert into shares of Common Stock upon effectiveness of the Charter Amendment, and (ii) shares of the Company’s Series D Preferred Stock, which shares automatically convert into shares of Common Stock upon effectiveness of the Charter Amendment.
      As set forth below under Proposal #5, it is expected that all members of our executive team—including our management directors—will receive one or more forms of equity compensation under the 2014 Stock Plan.
Record Date; Shares Entitled To Vote; Quorum
The Board of Directors has fixed the close of business on JulyJune 11, 20142020 as the record date for Wound Management shareholders entitled to notice of and to vote at the Annual Meeting.annual meeting. Only holders of common stock as of the record date are entitled to vote at the Annual Meeting.annual meeting. As of the record date, there were 87,778,2316,203,402 shares of Common Stockcommon stock outstanding, which were held by approximately 2,141241 holders of record. Shareholders are entitled to one vote for eachEach share of Wound Management common stock held as of the record date entitles the holder to one vote on an as-converted basis (see explanationeach matter to be voted on at the meeting. Shareholders are not entitled to cumulate their votes for the election of voting of Preferred Stock below under “Votes Required”).directors.
 
The holdersBoard of Directors requests that you complete, sign, date and return the enclosed proxy card promptly or vote through the Internet, whether or not you plan to attend the virtual meeting. If you own shares through a bank, broker or other intermediary, you will receive separate instructions from them on how to direct them to vote your shares. If you wish to vote at the annual meeting those shares held through a broker, bank or other nominee, you must first obtain a special proxy executed in your favor from that broker, bank or other nominee and provide evidence of that proxy when you register to attend the virtual meeting (described below). If you fail to provide your broker or other nominee with voting instructions, the broker or other nominee may exercise its discretionary authority to vote the shares only on certain matters without your instructions. If your broker or bank fails to vote the shares on a matter, a “broker non-vote” will occur on that matter, the voting effect of which is described below.
A majority of the outstanding shares of Wound Management common stock (on an as-converted basis) issued and entitled to vote at the Annual Meeting must be presentrepresented in person or by proxy at the annual meeting in order to establishconstitute a quorum forto conduct business to be conducted at the Annual Meeting.meeting. Abstentions and “broker non-votes” are treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum. Whether you vote by mail or the Internet, your shares of stock will be voted at the annual meeting in accordance with your instructions. If you do not designate specific voting instructions on any matter, your shares will be voted on the matter as recommended by the Board of Directors in this Proxy Statement.
 
You may revoke a proxy at any time before it is voted at the meeting. To revoke your proxy, you may do so with a subsequent vote by submitting another signed proxy card with a later date or voting through the Internet at a later date, or you may send a written notice of revocation to the corporate secretary of the Company at our principal office, 1200 Summit Ave., Suite 414, Fort Worth, Texas 76102. If your shares are held by a broker, bank or other nominee, you may revoke your voting instruction to the broker, bank or other nominee by so informing the entity in accordance with its procedures.


Deadline to Vote by Proxy
Any vote of a shareholder not voted at the annual meeting will be counted only if (a) in the case of a vote by mailed proxy, the proxy card is received not later than the day prior to the date of the annual meeting or (b) in the case of a vote through the Internet, the vote is made not later than the day prior to the date of the annual meeting.
Attendance and Voting at the Annual Meeting
The Company’s virtual annual meeting will be held on July 9, 2020 at 10:00 a.m., Central time, and will be presented electronically through the Internet in audio and video format. Online access to the meeting will begin at 9:45 a.m., Central time. Shareholders will not be able to physically attend the meeting.
Only shareholders of record and beneficial owners on June 11, 2020, who have registered as described below, will be allowed to attend the virtual annual meeting.
Instructions for Shareholders to Attend the Virtual Annual Meeting
Record Holders.If you ownwere a shareholder of record (i.e., you held your shares through a bank or brokercertificate registered in street name,your name) on June 11, 2020, you may instruct your bank or broker howattend the virtual annual meeting, but you must first register to vote your shares.  A “broker non-vote” occurs whenattend the meeting by sending an email to info@stctransfer.com and requesting a return email for instructions to register for the Sanara MedTech meeting. To register, you failwill need to have the proxy card that was mailed with this Proxy Statement in order to provide your bank or broker with voting instructions anda control number found on the bank or broker does not havecard. You may attend the discretionary authority to vote your sharesannual meeting beginning at 9:45 a.m. on a particular proposal because the proposal is not a routine matter under the NASDAQ rules (to which the Company is not yet subject, but by which the Company has elected to be governed for purposesdate of the meeting by accessing the Internet site provided to you at registration You will then be directed to a screen where you will enter your registered name and meeting password obtained at your registration. Please note that the meeting password is case sensitive. Once you have completed these steps, select the “login” button, which will take you to the virtual annual meeting).  A broker non-vote may also occurmeeting page where you can observe the actions and presentations at the meeting and, if you choose, submit written or verbal questions. If you are a shareholder of record and you have misplaced your broker fails to voteproxy card with your shares for any reason.  Proposals 1 (election of directors), 3 (amendment increasing authorized common), 4 (amendment effecting reverse split), 5 (approval of stock incentive plan), and 6 (the advisory vote on executive compensation) are not considered routine matters under NASDAQ rules, so your bank or broker will not have discretionary authority to vote your shares held in street name on those items.  A broker or other nominee cannot vote without instructions on non-routine matters, and therefore an undeterminedcontrol number, of broker non-votes are expected to occur on these proposals. Proposal 2 (ratification of the appointment of our independent registered public accounting firm) is considered a routine matter under NASDAQ rules, so your bank or broker will have discretionary authority to vote your shares held in street name on that item. Proposal 7 (the frequency of the vote on executive compensation) is an advisory matter and your bank or broker does not have discretionary authority to vote your shares held in street name on that item.please call Securities Transfer Corporation at (469) 633-0101.
 
1
Important Information Regarding Voting Instructions:  Under the rules of NASDAQ, ifBeneficial Owners.  If you ownwere a beneficial owner on June 11, 2020 (i.e., you held your shares in “street name” through a broker and do not vote, your broker may not vote your shares on proposals determined to be “non-routine.”  Inan intermediary, such cases, the absence of voting instructions results in a “broker non-vote.”  Broker non-voted shares count toward achieving a quorum requirement for the annual meeting, but they do not affect the determination of whether any non-routine matter is approved or rejected.  The proposal to ratify the appointment of Malone Bailey LLP as our independent registered public accounting firm is the only matter in this proxy statement considered to be a routine matter for which brokers will be permitted to vote on behalf of their clients if no voting instructions are furnished.  Since Proposals 1, 3, 4, 5 and 6 are non-routine matters, broker non-voted shares will not count as votes cast and will not affect the determination of whether they are approved or rejected. Therefore, it is important that you provide voting instructions to your broker.
Votes Required
Election of Directors.  Each share of our Common Stock is entitled to one vote with respect to the election of directors.  The nominees for director that receive an affirmative vote of holders of a majority of the votes cast at the Annual Meeting and entitled to vote on the matter will be elected.  However, if you indicate “withhold authority to vote” it shall count as a vote cast in the election for the purposes of determining whether a majority vote has been received.  Notwithstanding the foregoing, in the event additional nominations where the election is contested, meaning the number of candidates exceeds the number of directors to be elected, the nominees who receive the vote of a plurality of the votes cast at the Annual Meeting will be elected.  If you do not vote for a particular nominee, your decision to abstain will have no effect on the election of directors.  Non-votes are not considered votes cast “for” or “against” this proposal and will have no effect on the approval to elect directors.
Please note that the Company had issued and outstanding, as of the record date, 73,911 shares of Series C Convertible Preferred Stock, and 15,300 shares of Series D Convertible Preferred Stock (collectively, the “Preferred Stock”), all of which are convertible into Common Stock and all of which are entitled to vote on an as converted basis in the election of directors.  The current conversion rate for each series of Preferred Stock is 1 share of Preferred Stock converts into 1,000 shares of Common Stock.  That means that each Preferred Share will be entitled to 1,000 votes in the director elections and that the Preferred Shares cumulatively will be entitled to cast 89,211,000 votes.
The Board of Directors recommends a vote “FOR” the election of the nominees to the Board of Directors.
Appointment of Independent Registered Public Accounting Firm.  Each share of our Common Stock is entitled to one vote with respect to the ratification of the appointment of Malone Bailey LLP as our independent registered public accounting firm. The affirmative vote of holders of a majority in voting power of the Company's shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter will be considered to determine the outcome of this proposal. Abstentions from voting will have the same effect as a vote against this proposal.  The outcome of this proposal is advisory in nature and is non-binding.
The Board of Directors recommends a vote “FOR” the ratification of the selection of Malone Bailey LLP, as Wound Management’s independent registered public accounting firm for the fiscal year ending December 31, 2014.
Adoption of Charter Amendment.  Each share of our Common Stock is entitled to one vote with respect to the ratification of the adoption of the Charter Amendment. The affirmative vote of holders of two-thirds of the voting power of the Company's shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter will be considered to determine the outcome of this proposal. Abstentions from voting will have the same effect as a vote against this proposal.
Please note that the Preferred Stock will also be entitled to a vote on the Charter Amendment in the same manner as discussed in the Election of Directors above.
The Board of Directors recommends a vote “FOR” the adoption of the Charter Amendment.
Adoption of Reverse Split Amendment.  Each share of our Common Stock is entitled to one vote with respect to the ratification of the adoption of the Reverse Split Amendment. The affirmative vote of holders of two-thirds of the voting power of the Company's shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter will be considered to determine the outcome of this proposal. Abstentions from voting will have the same effect as a vote against this proposal.
Please note that the Preferred Stock will also be entitled to a vote on the Reverse Split Amendment in the same manner as discussed in the Election of Directors above.
2
The Board of Directors recommends a vote “FOR” the adoption of the Reverse Split Amendment.
Adoption of 2014 Stock Plan.  Each share of our Common Stock is entitled to one vote with respect to the ratification of the adoption of the 2014 Stock Plan. The affirmative vote of holders of a majority of the voting power of the Company's shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter will be considered to determine the outcome of this proposal. Abstentions from voting will have the same effect as a vote against this proposal.
Please note that the Preferred Stock will also be entitled to a vote on the 2014 Stock Plan in the same manner as discussed in the Election of Directors above.
The Board of Directors recommends a vote “FOR” the adoption of the 2014 Stock Plan.
Advisory Vote on Executive Compensation.  Each share of our Common Stock is entitled to one vote with respect to the approval, in a non-binding, advisory vote, of the compensation of our named executive officers. The affirmative vote of holders of a majority in voting power of the Company's shares present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter will be considered to determine the outcome of this proposal. Abstentions from voting will have the same effect as a vote against this proposal, and broker non-votes will have no effect on the outcome of this proposal. Brokers, as nominees for the beneficial owner, may not exercise discretion in voting on this matter and may only vote on this proposal as instructed by the beneficial owner of the shares. The outcome of this proposal is advisory in nature and is non-binding.   However, our board of directors will consider the choice that receives the most votes in making future decisions regarding the frequency of future votes on compensation program for our named executive officers.
The Board of Directors recommends a vote “FOR” the approval of the compensation of our named executive officers.

Frequency of Advisory Vote on Executive Compensation. When voting on this proposal, you may make your choice among one year, two years, three years, or abstain, by marking the box on your proxy card that corresponds to your choice.  For the advisory vote on the frequency of holding an advisory vote on executive compensation, the option of one year, two years, or three years that receives a majority in voting power of the Company's shares present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter will be considered to determine the outcome of this proposal; provided, however, that if no option receives majority support, the option that receives the most votes will be deemed to have received the advisory approval of our shareholders. Non-votes are not considered votes cast “for” or “against” this proposal and will have no effect.  Abstentions from voting will have the same effect as a vote against this proposal, provided, however, that if no option receives a majority of votes cast and the option that receives the most votes receives the advisory approval, then an abstention will have no effect on the outcome of this proposal.  Brokers, as nominees for the beneficial owner, may not exercise discretion in voting on this matter and may only vote on this proposal as instructed by the beneficial owner of the shares. The outcome of this proposal is advisory in nature and is non-binding.
The Board of Directors recommends a vote “FOR” a frequency of every 3 years for future advisory votes on executive compensation.
3
Voting at Annual Meeting
You are entitled to attend the Annual Meeting only if you were a Wound Management shareholder as of the close of business on July 11, the “Record Date”, or you hold a valid proxy for the Annual Meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. You should be prepared to present photo identification for admittance. If you are not a shareholder of record but hold shares as a beneficial owner through a broker, bank, trustee or nominee (i.e., in street name), you should provide proof of beneficial ownership as of the Record Date, such as your most recent account statement prior to July 11, a copy of the voting instruction card provided by your broker, bank, trustee or nominee, or other similar evidence of ownership.
If you do not provide photo identification or comply with the other procedures outlined above, you may not be admitted to the Annual Meeting. For security reasons, you and your bags may be subject to search prior to your admittance to the meeting.
The meeting will begin at 10:00 a.m., local time.
Voting of Proxies
If you are a shareholder whose shares are registered in your name, you may vote your shares by one of the following two methods:
●  
Vote by Internet, by going to www.shareholdervote.info and following the instructions for Internet voting shown on the enclosed proxy card.
●  
Vote by Proxy Card, by completing, signing, dating and mailing the proxy card in the envelope provided (if you received paper copies of the proxy materials);. If you vote by Internet, please do not mail your proxy card.
The deadline for voting electronically through the internet is 11:59 p.m., Central Time, on August 22, 2014.   Your vote, including any votes delivered by mail should you receive paper copies of your proxy materials and mail your proxy/voting instruction card, must be received by 11:59 p.m. Central Time on August 22, 2014 in order to be counted.
If your shares are held in “street name” (through a broker, bank or other nominee), you may receivemust register as described in the preceding paragraph for record holders. However, in order to register, you must have previously obtained a separate voting instruction form with this Proxy Statement,special proxy from the broker, bank or other nominee that will allow you may need to contactseparately vote your shares. Contact your broker, bank or other nominee holding your shares to determine whetherobtain the special proxy, and when you have received it, you must submit the special proxy to Securities Transfer Corporation to receive a control number to use to access the virtual annual meeting. Any control number that was provided with your proxy materials, will not provide access to the virtual annual meeting site. Requests for registration and submission of special proxies should be labeled as “Legal Proxy” and must be received by Securities Transfer Corporation no later than 5 p.m., Central time, on July 6, 2020. All such requests should be submitted (1) by email to info@stctransfer.com, (2) by fax to (469) 633-0088, or (3) by mail to Securities Transfer Corporation, Attn: Proxy Tabulation Department, 2901 N. Dallas Parkway, Suite. 380, Plano, TX 75093. Obtaining a special proxy may take several days, so shareholders are advised to register as far in advance as possible. Once you have obtained your control number, you may follow the steps set forth above for “Record Holders” to attend the virtual annual meeting. If you have questions please call Securities Transfer Corporation at (469) 633-0101.
Voting Shares. Shareholders attending the annual meeting will be able to vote electronically usingduring the internet.
PLEASE NOTE THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU WILL NOT BE PERMITTED TO VOTE IN PERSON AT THE MEETING UNLESS YOU FIRST OBTAIN A LEGAL PROXY ISSUED IN YOUR NAME FROM THE RECORD HOLDER.
The proxies identified onmeeting at http://onlineproxyvote.com/SMTI, which is a separate website from the proxy card will votepage hosting the shares of which you are shareholder of record in accordance with your instructions. If you sign and return your proxy card without giving specific voting instructions, the proxies will vote your shares “FOR” the nominated slate of directors and “FOR” eachconvening of the other proposals. The giving of a proxy will not affect your right to vote in person if you decide to attend theannual meeting.
Shareholder of Record.  If your shares are registered directly in your name or with our transfer agent, Securities Transfer Corporation, you are considered the shareholder of record with respect to those shares and these proxy materials are being sent directly to you by us.  As a shareholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting. We have provided a proxy card for your use.
 
Beneficial HolderAsking Questions..  If your shares are held Shareholders attending the annual meeting can ask questions by clicking the Q&A icon on the toolbar appearing at the bottom of the Meeting Page and then typing and submitting a question or clicking the Raise Hand icon to request placement in a brokerage account or byqueue to verbally ask a bank or other nominee, you are considered the beneficial owner of the shares held in street name, and these proxy materials are being forwarded to you by your broker, bank or other nominee who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker on how to vote and are also invited to attend the meeting. However, since you are not the shareholder of record, in order to vote these shares in person at the meeting you must obtain a legal proxy from your broker, bank or other nominee. Your broker, bank or other nominee will provide a proxy card for your use.question.


 
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How to Vote By Proxy; RevocabilitySolicitation of Proxies
 
To vote by proxy, you must mark, sign, date, and returnThe Company will bear the proxy card in the enclosed envelope.  If you are a beneficial holder, you may also vote your shares through the web by using the instructions on each proxy card.  Any Wound Management shareholder who delivers a properly executed proxy may revoke the proxy at any time before it is voted.
Whether you vote by internet or by mail, you can change or revoke your proxy before it is voted at the meeting by:
●  submitting a new proxy card bearing a later date;
●  voting again by internet at a later time;
●  giving written notice before the meeting to our Secretary at the address set forth on the cover of this Proxy Statement stating that you are revoking your proxy; or
●  attending the meeting and voting your shares in person.
Attendance at the Annual Meeting will not, in and of itself, constitute revocation of a proxy.  A Wound Management shareholder whose shares are held in the name of a broker, bank or other nominee must bring a legal proxy from his, her or its broker, bank or other nominee to the meeting in order to vote in person.
Deadline for Voting by Proxy
In order to be counted, votes cast by proxy must be received prior to the Annual Meeting.
Solicitation of Proxies
The cost of soliciting proxies, inincluding the accompanying form will be borne by Wound Management. Proxies are being solicited by mail, telephone, fax, email, press releases, press interviews or the Company’s Investor Relations website. In addition to solicitations by mail, a numbercharges and expenses of officers, directors and regular employees of ours may, at no additional expense to us, solicit proxies in person or by telephone. Our officers and employees may solicit proxies personally, by telephone or other telecommunications with some shareholders if proxies are not received promptly. We will also make arrangements with brokerage firms, banks and other custodians and nominees to forward proxy materials to beneficial owners of shares andour common stock. Solicitations will reimburse such nomineesbe made primarily by mail, but certain directors, officers or other employees may solicit proxies in person, by telephone or by other means. Such persons will not receive special compensation for their reasonable costs.solicitation services.
 
Our website address is included several times in this proxy statement as a textual reference only and the information in the website is not incorporated by reference into this proxy statement.
Important Information Regarding Delivery of Proxy Material
The Securities and Exchange Commission has adopted rules regarding how companies must provide proxy materials to their shareholders.  These rules are often referred to as “notice and access,” under which a company may select either of the following options for making proxy materials available to its shareholders:
●  the full set delivery option; or
●  the notice only option.
A company may use a single method for all of its shareholders, or use full set delivery for some while adopting the notice only option for others.  In connection with its 2014 Annual Meeting of Shareholders, Wound Management has elected to use the notice and access delivery option.
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Notice Only Option
This year, we are pleased to be distributing our proxy materials to certain shareholders via the Internet under the “notice and access” approach permitted by rules of the SEC. This approach conserves natural resources and reduces our costs of printing and distributing the proxy materials, while providing a convenient method of accessing the materials and voting. On or about July 11, 2014, we mailed a “Notice of Internet Availability of Proxy Materials” to participating shareholders, containing instructions on how to access the proxy materials on the Internet.
Under the notice only option, a company must post all proxy materials on a publicly-accessible website.  Instead of delivering proxy materials to its shareholders, the Company instead delivers a “Notice of Internet Availability of Proxy Material.”  The notice includes, among other matters:
●  information regarding the date and time of the Annual Meeting of shareholders as well as the items to be considered at the meeting;
●  information regarding the website where the proxy materials are posted; and
●  various means by which a shareholder can request paper or e-mail copies of the proxy materials.
If a shareholder requests paper copies of the proxy materials, these materials must be sent to the shareholder within three business days and by first class mail.
By reducing the amount of materials that a company needs to print and mail, the notice only option provides an opportunity for cost savings as well as conservation of paper products.
The notice, proxy card or voting instruction form will contain instructions on how to view our proxy materials for the Annual Meeting on the internet and vote your shares. Our proxy materials are also available at http://wmgtech.com under Investor Relations.
Full Set Delivery Option
Under the full set delivery option, a company delivers all proxy material to its shareholders by mail as it would have done prior to the change in the rules.  In addition to delivery of proxy materials to shareholders, the company must post all proxy materials on a publicly-accessible website and provide information to shareholders about how to access the website.  As we have elected to use the notice and access option, if you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a copy. You may make this request by contacting our corporate secretary. To facilitate timely delivery please make the request as instructed below on or before August 22, 2014 if you wish to receive such materials prior to the date set for the meeting.
Householding
We have adopted a procedure, approved by the Securities and Exchange Commission, called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials or in “notice and access” (see above under “Important Information Regarding Delivery of Proxy Material - Notice Only Option) will receive only one copy of future notices of annual meetings, proxy statements and annual reports, proxy statements combined with a prospectus or any information statement unless we are notified that one or more of these shareholders wishes to continue receiving individual copies. If you and other Company shareholders living in your household do not have the same last name, you may also request to receive only one copy of future proxy statements and financial reports. Householding reduces our printing costs and postage fees and conserves natural resources. Shareholders who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings. If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of this Notice of Annual Meeting and Proxy Statement and any accompanying documents, or if you hold Company stock in more than one account, and in either case you wish to receive only a single copy of each document for your household, please obtain instructions by contacting our transfer agent, Securities Transfer Corporation, at (469) 633-0101.
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If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of proxy materials, you may:
●  
send a written request to Wound Management Technologies, Inc., Attn: Corporate Secretary, 16633 Dallas Parkway, Suite 250, Addison, Texas 75001, if you are a shareholder of record; or
notify your broker, if you hold your shares in street name. If you participate in householding and wish to receive a separate copy of this Notice of Annual Meeting and Proxy Statement and any accompanying documents, please contact Computershare as indicated above and a separate copy will be sent to you promptly. If you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact Computershare as indicated above. If you are a beneficial owner, you can request information about householding from your broker, bank or other holder of record.
Inspector of Elections
 
The inspector of elections will be a representative from Securities Transfer Corporation.Corporation, the transfer agent and registrar for our common stock.
 
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Item 1. ELECTION OF DIRECTORS
 
PROPOSAL ONE
Election of Directors
Wound Management’s Articles of Incorporation provide forShareholders will elect five directors at the election of the entire Board at each annual meeting.  Each director is being electedmeeting to serve until the date of the next annual meeting and a successor has been elected and duly qualified.qualified, or the director’s earlier death, resignation or removal. The nomineesBoard of Directors has nominated each person listed below to stand for director are John Feltman, Robert Lutz, Jr., and Dr. Philip J. Rubinfeld, each a current director of Wound Management,election. The persons named as well as Ronald Goode and Jeff Lewis,proxies on the accompanying proxy card intend to vote for each of whom has not previously served as a director of Wound Management.
The directorthe nominees named in this proxy statementstatement. Each nominee has agreed to serve as directorsa director if elected, andelected. Although we have no reason to believe that any of them will be unable or unwilling to serve. Inserve, in the event that before the annual meeting any of the nomineesnominee named in this proxy statementbelow should become unable or unwilling to serve, the personsBoard of Directors may reduce the size of the Board or nominate a substitute for that nominee, and the proxies named inon the enclosedaccompanying proxy card will vote theany shares represented by any proxysuch proxies received by our Board of Directorsthe Company for such other person or persons as may thereafter be nominated for director by ourthe Board of Directors.
 
Vote Required.Assuming the presence of a quorum, thein order to be elected a nominee for director who receivesmust receive the most votes will be elected.affirmative vote in the election of that nominee by holders of a majority of outstanding shares of common stock. Each share of common stock is entitled to one vote. The enclosed proxy card provides a means for shareholders to vote for or to withhold authority to vote for theeach nominee for director. A direction to “withhold” a vote is a vote against the nominee. If a shareholder executes and returns a proxy, but does not specify how the shares represented by such shareholder’s proxy are to be voted, suchthe shares will be voted FOR the election of the nomineenominees for director. In determining whether this itemthe nominee has received the required number of affirmative votes, abstentions and broker non-votes will have no effect.  Non-votes are not considered votes cast “for” or “against” this proposal at the Annual Meeting and will have no effect onof voting against the approval to elect directors.director.
 
The Board of Directors recommends a vote “FOR”“FOR” the election of theeach nominee to the Board of Directors.
 
Board of DirectorsDirector Nominees
 
The following table sets forth the names, ages, and positions of the nominees for election to the Board of Directors of Sanara MedTech Inc. S. Oden “Denny” Howell, Jr., a current directorsdirector has decided not to stand for reelection at the annual meeting. The Board received notice of Wound Management.Mr. Howell’s decision only recently and has not had sufficient time to select and evaluate potential candidates to replace Mr. Howell. As a result, members of the Board have not nominated a new director to fill this seat which will become vacant after the annual meeting. The Board anticipates appointing a new director at a later time.
 
NAMEAGEPOSITION
YEAR FIRST
ELECTED
Robert Lutz, Jr.64Chairman and Chief Executive Officer2012
Araldo A. Cossutta88Director1994
John Feltman65Director2013
Robert E. Gross68Director1994
Thomas J. Kirchhofer72Director1994
Dr. Philip J. Rubinfeld57Director2010
Deborah Jenkins Hutchinson56Director and President2010
NAME AGE POSITION YEAR FIRST ELECTED
Ronald T. Nixon 64 Executive Chairman 2019
James W. Stuckert 82 Director 2015
J. Michael Carmena 64 Vice Chairman 2019
Ann Beal Salamone 69 Director 2019
Kenneth E. Thorpe 63 Director 2019


 
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 Director Nominees

Robert Lutz, Jr.Ronald T. Nixon, isage 64, has been a director of the Company since March 2019 and has served as Executive Chairman of the Board since May 2019. As Executive Chairman, he has been involved in strategy planning, execution and Chief Executive Officeridentifying prospective partnerships and President ofacquisitions opportunities for the Company. He also currently serves asMr. Nixon is the PresidentFounder and Managing Partner of R.L. Investments Inc. and Lutz Investments LP. From June 1994 to March 31, 2000, he served as the Chairman and Chief Executive Officer of AMRESCO, Inc., and prior to that, served as the President and Chief Operating Officer of Balcor/Allegiance RealtyThe Catalyst Group, a subsidiary of the American Express Company. Mr. Lutz has extensive management and leadership experience with both public and private companies, including subsidiaries of Liberty Corp, American Express and AMRESCO. He has been an Independent Director of Felcor Lodging Trust Inc., a General Partner of Felcor Lodging LP (a publicly-traded REIT) since July 1998. He serves as a Trustee of Urban Land Institute. He served as a Trust Manager of AMRESCO Capital Trust since 1998.private investment firm that provides growth capital and strategic advisory services to private companies. Mr. Lutz served as a Director of Bristol Hotel Company from December 1995 to its merger into Felcor Lodging Trust Inc. in July 1998.
Dr. Philip J. Rubinfeld has served as the Director of Anesthesiology and Pain Management at Surgery Center of Northwest Jersey, LLC since 2001, and he has served as Medical Director and Director of Anesthesiology at Specialty Surgical Center, LLC since 2007.  Dr. Rubinfeld has also worked in private practice specializing in pain management since 1996.
John Feltman has served a Director of the Company since October 11, 2013. Mr. Feltman is currently the Chair and Chief Executive Officer of both Brookhaven Medical, Inc. (“BMI”), and Brookhaven Capital Corporation, and also serves on the boards of Futurematrix Interventional, Inc., NCAT, Inc., and CreatiVasc Medical, Inc. Mr. Feltman—who was appointed to the Board in connection with a loan agreement between BMI and the Company, as further described in the Company’s Current Report on Form 8-K filed with the SEC on brings years of both governance experience and industry-specific expertise to the Board.

Ronald L. Goode, Ph.D., has served as President and Chief Executive Officer of The Goode Group—a Dallas-based consulting firm advising boards, management, investment funds, and individuals, primarily in the pharmaceuticals, biotech, and medical device industries. He has extensive expertise in management of a full range of operations on a global basis, having served as CEO of both eXegenics (2001–2004) and Unimed (2000-2001),  and his experience as a director of multiple publicly-held foreign issuers has given him a broad perspective on corporate governance issues. He currentlyNixon serves on the board of directors of Hikma Pharmaceuticals.LHC Group, Inc. as well as a number of private companies, including Trilliant Surgical, LLC, Rochal Industries, LLC, and Triad Life Sciences, Inc. Mr. Nixon also serves on the Engineering Advisory Board for the Cockrell School of Engineering at the University of Texas at Austin, where he was the previous vice chairman. Mr. Nixon holds a Bachelor’s degree in Mechanical Engineering from the University of Texas at Austin and is a registered professional engineer (inactive) in Texas.
 
Jeffrey R. LewisJames W. Stuckert,, age 82, has been a director of the Company since September 2015. He has been engaged in personal investing activities from 2004 to 2019. Mr. Stuckert served as Chairman and Chief Executive Officer of J.J.B. Hilliard, W.L. Lyons, LLC from December 1995 until December 2003, prior to which he served in executive and broker positions from 1963. J.J.B. Hilliard, W.L. Lyons, LLC is a full-service financial asset management firm headquartered in Louisville, Kentucky. Mr. Stuckert was an initial investor and served 24 years on the board of directors of Royal Gold, Inc. He previously has served as Presidentchairman of SenBanc Fund; a director of DataBeam, Inc.; a board member of the Securities Industry Association and Chief Operating Officerchairman of Heinz Family Philanthropies since 1991,its regional firms committee; and a past member of the nominating committee of the New York Stock Exchange. Mr. Stuckert has served as a member of the board of trustees of the University of Kentucky and as chairman of its Finance Committee and as chairman of its Presidential Search Committee. He has also served as Chief Operating Officerchairman of Employee Health Insurance Managementa local hospital’s investment committee. Mr. Stuckert earned a Bachelor’s degree in Mechanical Engineering and a Master of Business Administration degree from June 2011 to July 2014. Mr. Lewis has served in a varietythe University of advisory roles to both elected officials and private policy groups regarding a wide range of policy issues, with a particular focus on health care.
The Board unanimously recommends using the enclosed proxy card to vote FOR the Board’s nominees for Director.
Current Directors Not Nominated to Serve on the BoardKentucky.
 
Deborah Jenkins HutchinsonAnn Beal Salamone, M.S. will be stepping down as, age 69, has been a Directordirector of the Company but will continuesince August 2019. Ms. Salamone is a co-founder of Rochal Industries, LLC and has served as its chairman since September 2019, prior to servewhich she served as its president from 1986 to September 2019. She is one of the Company’s President, a positionprincipal inventors of Rochal’s liquid bandages, antimicrobial compositions and skin regeneration products for burn and wound treatment, and she has participated in the development of products for electronics, water purification, personal care and healthcare. Ms. Salamone has co-founded six companies and invested in and served on the board of directors of several private entrepreneurial companies. Ms. Salamone is a member of the National Academy of Engineering and The Academy of Medicine, Engineering & Science of Texas.
Kenneth E. Thorpe, Ph.D., age 63, has been a director of the Company since August 2019. He has been the Robert W. Woodruff Professor and Chair of the Department of Health Policy & Management of the Rollins School of Public Health of Emory University in Atlanta, Georgia since 1999. From 1983 to 1999 he held since October 16, 2013.  She previouslyfaculty positions in the public health departments at Tulane University, the University of North Carolina at Chapel Hill, Harvard University and Columbia University. Since 2007 Dr. Thorpe has served as Chairman of the Company’s President from January 12, 2010 until March 20, 2012.  From 2005 until January 12, 2010, shePartnership to Fight Chronic Disease. He served in various capacities, including most recently, as President of Virtual Technology Licensing, LLC, a subsidiary of HEB, the Company’s largest shareholder.  Prior to joining Virtual Technology Licensing, she was the Managing Member of Cognitive Communications, LLC, a business consulting company and served as Special Consultant to Health Office India for strategy development and operations assistance for work with US clients in medical transcription and coding services.  Ms. Hutchinson is currently on the Board of Directors of Private Access,LHC Group, Inc. in 2010; was a consultant in the Governor’s Office and Legislature of West Virginia in 2011; and was Co-Chair of the Partnership for the Future of Medicare in 2013. From 1993 to 1995, Dr. Thorpe served as Deputy Assistant Secretary for Health Policy in the U.S. Department of Health and Human Services where he coordinated all financial estimates and program impacts of the Clinton administration’s healthcare reform proposals. In 1991 he was awarded the Young Investigator Award as the most promising health services researcher in the country under age 40 by the Association for Health Services Research. He has authored multiple articles and books on healthcare financing, insurance and healthcare reform. Dr. Thorpe received his Bachelor of Arts degree from the University of Michigan, Master of Arts degree from Duke University, and Ph.D. from the Rand Graduate School.
 
Araldo A. CossuttaJ. Michael Carmena, is President of Cossutta and Associates, an architectural firm based in New York City, with major projects throughout the world.  Previously, he was a partner with I.M. Pei & Partners and is a graduateage 64, has served as Vice Chairman of the Harvard Graduate SchoolBoard and Principal Executive Officer of Design and the Ecole des Beaux Arts in Paris.  Mr. Cossutta was a significant shareholder in Personal Computer Card Corporation ("PC3") and was chairman of PC3 at the time of its acquisition by the Company since May 2019, and served as Chief Executive Officer from February 2018 to May 2019. He served as Chief Financial Officer from December 2016 to April 2018. Prior to joining the Company, Mr. Carmena served as Senior Director, Business & Sales Operations of Smith and Nephew plc (successor to Healthpoint Biotherapeutics) from 2010 to 2013. He served as Senior Director, Finance & Administration of Healthpoint Biotherapeutics from 2008 to 2010 and as Controller from 1998 to 2008, prior to which he held senior financial positions in November 1993.  He also was a large shareholdercompany engaged in oil and directorgas exploration and production, ranching and financial asset management. Mr. Carmena began his professional career in 1978 with Arthur Andersen & Co. and became a CPA in 1981. Mr. Carmena earned a Bachelor of Computer Integration Corporation of Boca Raton, FloridaBusiness Administration degree from 1993 to 2000.Texas Christian University.


 
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Robert E. Gross is President of R. E. Gross & Associates, providing operational consulting, strategic advisory and technology projects for clients in the multi-location healthcare, banking and service industries.  From 1990 to 1998 he was the Executive VP, COO for HBCS, a Revenue Cycle Cooperative for 40 hospitals. From 1987 to 1990, he was Senior VP, Technical Operations and Business Development for Medaphis Physicians Service Corp., Atlanta, Georgia. Prior to that, he held executive positions with Chi-Chi's, Inc., Royal Crown Companies and TigerAir. He also spent 13 years as an engineer and corporate analyst with IBM and teaches Healthcare Data Management in the Graduate School of Public Health at Emory University in Atlanta, Georgia.
Thomas J. Kirchhofer is President of Synergy Wellness Centers of Georgia, Inc.  He is past president of the Georgia Chiropractic Association.

EXECUTIVE OFFICERS
 
The following table sets forth the names, ages, and positions of the executive officers of Wound Management.Sanara MedTech Inc.
 
NAMEAGEPOSITION
Robert Lutz, Jr.Zachary B. Fleming64Chairman45Co-Chief Operating Officer and Chief Executive OfficerPresident, Surgical
Deborah Jenkins HutchinsonShawn M. Bowman5645Co-Chief Operating Officer and President, Wound Care
Darren StineMichael D. McNeil4355Chief Financial Officer
Cathy BradshawJ. Michael Carmena61President of WCI64Vice Chairman and Principal Executive Officer
 

BiographiesZachary B. Fleming, age 45, was appointed to the position of President, Surgical Division on May 28, 2019, and was named Co-Chief Operating Officer on January 28, 2020. Mr. Fleming joined the Company as Vice President of Sales in November 2017 and was promoted to Vice President, Surgical in September 2018. Mr. Fleming will be responsible for the continued expansion and management of the surgical sales force as well as new product introductions. Mr. Lutz and Ms. Hutchinson are listedFleming has spent over fourteen years in the Boardmedical industry with Healthpoint Biotherapeutics, Smith & Nephew and Sanara MedTech. Mr. Fleming earned a Bachelor of Directors Section.Science from Indiana University.
 
          Darren Stine—Shawn M. Bowman, age 45, has served as President, Wound Care Division since May 2019, and was named Co-Chief Operating Officer on January 28, 2020. Mr. Bowman previously served as the Company’s Vice President and General Manager, Wound Care since September 2018. Mr. Bowman will be responsible for leading the strategic expansion of the Company’s wound care division. Mr. Bowman has over eighteen years of experience in the medical device, biologics and pharmaceutical industries. Prior to joining Sanara MedTech, Mr. Bowman built two successful teams as Senior Vice President of Wellsense, and as a National Sales Director for Smith & Nephew’s Advanced Wound Management Division. Mr. Bowman earned a Bachelor of Science in Marketing from the University of Connecticut.
Michael D. McNeil, age 55, has served as Chief Financial Officer. since April 2018. Prior to joining the Company, Mr. Stine has over twenty years of progressiveMcNeil served as Controller for Smith and broad experience developing, managing,Nephew’s U.S. Advanced Wound Management Division from 2012 to 2018. Mr. McNeil previously served as Controller and leadingAssistant Controller with Healthpoint Biotherapeutics from 1999 to 2012. Prior to his employment at Healthpoint, Mr. McNeil held several finance and accounting functions for companies. In addition to holding senior managementinternal audit positions at JPO Management, County Fresh, Aventine Renewable Energy,with Burlington Resources, Snyder Oil Corporation, and EcoProduct Solution, he has also ownedUnion Pacific Corporation. Mr. McNeil earned his Bachelor of Science in Business Administration from the University of Nebraska and is a successful tax and accounting consulting firm. Darren’s strengths include in-depth understanding of Federal and State Tax, SOX, Treasury, SEC Reporting, Auditing, and Finance & Accounting processes. He has been instrumental in strategically aligning companies to meet and exceed owner/shareholders expectation and in streamlining corporate procedures.Texas certified public accountant.

          Cathy Bradshaw—President of Wound Care Innovations, LLC—Ms. Bradshaw has over 25 years of healthcare management experience in homecare, pharmacy & infusion services, long term care, and DME, including serving as SE Regional VP at Ivonyx, Inc. (home infusion) and Sr. VP of Managed Care/Contracting at Flag Ship Home Health in Florida. Cathy is responsible for the Science and Technology of CellerateRX®.

Indebtedness of Directors and Executive Officers
 
NoneJ. Michael Carmena has served as an executive officer of our directors or officers or their respective associates or affiliates is indebted to us.the Company since December 2016 as described above as a director of the Company.
 
Family RelationshipsBOARD STRUCTURE, CORPORATE GOVERNANCE AND DIRECTOR COMPENSATION
 
There are no family relationships among our directors or executive officers.
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 Independent Directors
The Board presently has two members from our management team—Robert Lutz, Jr. and Deborah Jenkins Hutchinson—and 5 non-management directors.  All of our directors are independent, as defined by Rule 4200(a) (15) of the NASDAQ’s listing standards, except for Mr. Lutz, who is not independent because he is currently Chief Executive Officer, and Ms. Hutchinson, who is the President of the Company.
Under the NASDAQ’s listing standards, no director qualifies as independent unless the Board affirmatively determines that he or she has no material relationship with Wound Management. Based upon information requested from and provided by each director concerning their background, employment, and affiliations, including commercial, banking, consulting, legal, accounting, charitable, and familial relationships, the Board has determined that, other than being a director and/or shareholder of Wound Management, each of the independent directors named above has either no relationship with Wound Management, either directly or as a partner, shareholder, or officer of an organization that has a relationship with Wound Management, or has only immaterial relationships with Wound Management, and is independent under the NASDAQ’s listing standards.
Meetings and Committees of the Board of Directors
 
Our business is managed under the direction of the Board of Directors.  The Board of Directors meets on a regular basis—basis, at least quarterly—quarterly, to review significant developments affecting usthe Company and to act on matters requiring the approval of the Board. In addition to regularly scheduled meetings, the Board of Directors.  It also holds special meetings when an importantthe Company faces a matter requiresrequiring attention or action by the Board of Directors between scheduled meetings.Board. The Board of Directors does not currently have a standing audit, compensation or nominating or governance committee, and thecommittee. The entire Board of Directorscurrently performs the functions of each such committees, participating in all relevant decisions thereof. It iscommittee. Due to the expectationsmall size of the Company as well as the size and nature of its operations, the Board believes that upon electionthe structure of the newBoard of Directors does not necessitate these committees
The Board of Director held 16 meeting during 2019. All directors it will be able to form standing committees so as to more efficiently perform their various functions, and that each such committee will adopt a charter as appropriate and make such charter available onattended 100% of all Board meetings.



Independent Directors
For purposes of determining the independence of the Company’s website. Thedirectors, the Board of Directors has adopted the definition of independence set forth in the rules of the Nasdaq Stock Market for corporate governance requirements of listed companies. Under that standard, a director is independent if the person has not been employed by the Company further recognizesat any time during the past three years and the Board has made an affirmative determination that nonethe person does not have a relationship with the Company that would interfere with the exercise of its directors currently qualifiesindependent judgment in carrying out the responsibilities of a Company director. Under that definition as an audit committee financial expert. interpreted in the Nasdaq rules, and based upon information provided by each director concerning his/her background, employment and affiliations, the Board has determined that James W. Stuckert and Kenneth E. Thorpe are independent. Oden “Denny” Howell, who served as a director during 2019 and is not standing for election at the annual meeting, also was determined to be independent.
Nominations of Directors
The Board of Directors continuesdoes not have a nominating committee to searchnominate directors for qualifiedelection to the Board. As the Board recently increased in size, the Executive Chairman of the Board has become responsible for identifying potential candidates to fill such role.
Nominations
The existing directors work to identify qualified candidatesbe nominated to serve as nominees for director.a director, and the other existing directors participate in evaluating these candidates. When identifying director nominees, the Boarddirectors may consider, among other factors, the person’s reputation, integrity,potential nominee’s knowledge and experience in the health care field, the business, financial or other desirable expertise, and independence from the Company; skills and business, government or other professional acumen, bearing in mind the composition of the Board and the current state of the Company and the industry generally;Company. The directors will also consider the number of other public companies for which the person serves as director;director and the availability of the person’s time and commitment to the Company. Although the Board views diversity of directors to be an important and advantageous element for the composition of the Board of Directors, the Board has no policy or procedure for the consideration of diversity in identifying nominees for director. In the case of current directors being considered for re-nomination, the Board will also take into accountconsiders the director’s tenure as a member of the Board, the director’s history of attendance at meetings of the Board and committees thereofmeetings and the director’s preparation for and participation in such meetings. The directors believe that this process currently functions adequately to nominate directors without the need for a formal nominating committee.
 
Shareholders seeking to nominate director candidates for inclusion in the Company’s proxy materials may do so by writing the Corporate SecretaryThe Board of the Company and giving theDirectors does not have a specific policy regarding consideration of any persons recommended candidate’s name, biographical data and qualifications, if such recommendations are submitted by shareholders in compliance with the Company’s bylaws and within the time period set forth below under “Shareholder Proposals for 2015 Annual Meeting.”
Following identification of the need to replacebecome a director addand does not believe such a director or re-elect a directorpolicy would be significant for the Company. The directors, particularly the Executive Chairman, have communications with shareholders from time to time and informally are able to hear and give consideration if warranted to the Board,views and considerationrecommendations of the above criteria and any shareholder recommendations, the Board will submit its recommended nominees to the shareholders for election. The Board utilizes this process, rather than a formal nominations committee, because they have found that, for the Company, the functions of a nominations committee are more than adequately addressed by this process.shareholders.

Board Leadership Structure
 
The leadership structure of the Board of Directors provides that two individuals serve the positions of Chairman of the Board and Principal Executive Officer of the Company. The Board has no set policy with respect tocurrently believes that this leadership structure best serves the separationBoard’s objectives of oversight of management and the performance of its roles and responsibilities on behalf of shareholders. This structure facilitates the ability of the officesExecutive Chairman to focus efforts on strategic planning and growth of Chairmanthe Company and allows the Chief Executive Officer. Currently, Robert Lutz, Jr. serves as our Chairman and Chief Executive Officer.  There are currently no lead independent directors serving on the Board.
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       Our Board leadership structure is commonly utilized by other public companies in the United States, and we believe that it is effective for us. This leadership structure is appropriate for us given the size and scope of our business, the experience and active involvement of our independent directors, and our corporate governance practices, which include regular communication with and interaction between and among the ChiefPrincipal Executive Officer to concentrate on management and operations of the Chief Financial Officer and the independent directors. Of the seven members of our Board, five are independent from management.Company.
 
Risk Management
 
 The Board of Directors is responsible for overseeing ourthe Company’s management and operations. The full Board of Directors serves in the role of Audit Committee,an audit committee, fulfilling its responsibilities for general oversight of the integrity of Wound Management’sthe Company’s financial statements, Wound Management’sthe Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, the performance of Wound Management’s internal audit function, and risk assessment and risk management. We believeThe Company believes that the Board provides effective oversight of risk management functions. On a regular basis we performthe Company performs a risk review wherein the management team evaluates the risks we expect to face in the upcoming year and over a longer termlonger-term horizon. From this risk assessment plansPlans are then developed to deal withaddress the risks identified. In addition, members of our management team periodically present to the Board the strategies, issues and plans for the areas of our business for which they are responsible. While the Board oversees risk management, our management team is responsible for the Company’s day-to-day risk management processes. Additionally, the Board requires that management raise exceptional issues to the Board.Board of Directors. We believe this division of responsibilities is the most effective approach for addressing the risks we face and that the Board leadership structure supports this approach.


Meeting Attendance
During the fiscal year ended December 31, 2013, the Board of Directors held 16 meetings.  During 2013, each director (other than John Feltman, Deborah Hutchinson, and Philip Rubinfeld) attended all Board meetings (no director attended fewer than 75% of the meetings), and no directors received any compensation in 2013 for service to Wound Management in their role as director.  See “Executive Compensation—Compensation of Directors.”  Wound Management encourages, but does not require, directors to attend the annual meeting of shareholders; however, such attendance allows for direct interaction between shareholders and members of the Board of Directors.
 
Code of Ethics
 
On April 2, 2012 weThe Company adopted a Code of Ethics applicable to our principal executive, financialall directors, officers and accounting officers.employees. The Code of Ethics can be found on ourthe Company’s website at http://wmgtech.comsanaramedtech.com under Investor Relations.the Investors Relations tab.
 
Shareholder Communications with the Board
 
Any matter intended for the Board of Directors, or for any individual member of the Board, should be sent to: Director, Investor Relations, Sanara MedTech Inc., 1200 Summit Ave., Suite 414, Fort Worth, Texas 76102, with a request to forward the communication to the intended recipient. In general, any shareholder communication delivered to the Company shareholder or other interested party who wishesfor forwarding to communicateBoard members will be forwarded in accordance with the non-management directors as a group may direct such communications by writing to the:

Corporate Secretary
Wound Management Technologies, Inc.
16633 Dallas Parkway, Suite 250
Addison, TX 75001

The communication must be clearly addressed to the Board or to a specific director. If a response is desired, the individual should also provide contact information such as name, address and telephone number.

All such communications will be reviewed initially byshareholder’s instructions. However, the Company Secretary. The Company Secretary willreserves the right not to forward to the appropriate director(s) all correspondence, except for items of the following nature:any abusive, threatening, or otherwise inappropriate materials.
 
 ● advertising;
 ● promotions of a product or service;
 ● patently offensive material; and
 ● matters completely unrelated to the Board’s functions, Company performance, Company policies or that could not reasonably be expected to affect the Company’s public perception.
Director Compensation
 
The Company Secretary will prepare a periodic summary report of allreimburses each director for reasonable travel expenses related to such communications fordirector’s attendance at Board and committee meetings. During 2019, the Board. CorrespondenceCompany did not forwardedpay cash or equity compensation to the members of its Board for their service as directors. The Board expects members will be retained by the Company and will be made available to any director upon request.compensated with annual grants of restricted stock having annual vesting restrictions based on compensation generally valued at $60,000 per year. In February 2020, directors received restricted stock grants with three-year vesting restrictions.
 
12
The Company does not sponsor a pension benefits plan, a non-qualified deferred compensation plan or a non-equity incentive plan for its directors.
 
SECURITIES HOLDINGSSECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS,
DIRECTORS, NOMINEESMANAGEMENT AND OFFICERSCERTAIN BENEFICIAL OWNERS
 
The following table sets forth, as of July 11, 2014May 31, 2020, the number and percentage of outstanding shares of our common stock owned by: (a) each person who is known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; (b) each of our directors; (c) the named executive officers as defined in Item 402 of Regulation S-K; and (d) all current directors and executive officers, as a group. As of July 11, 2014:  (a)May 31, 2020, there were 88,782,320 and 85,778,2316,203,402 shares of common stock issued and outstanding respectively, with 4,089and no shares held as treasury stock, (b) 73,911 shares of Series C Preferred Stock issued and outstanding, and 15,300 shares of Series D Preferred Stock issued and outstanding.
 
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act.Act of 1934. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amountnumber of shares is deemed to include the amountnumber of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of anybeneficially owned by a person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
 
 Common StockPreferred Stock
Name and Address of Beneficial Owner
Number of Shares
Beneficially
Owned
Beneficial
Ownership
Percentage
Number of Shares
Beneficially
Owned
Beneficial
Ownership
Percentage  
   HEB LLC
777 Main St. Suite 3100
Fort Worth, TX 76102
10,273,06411.70%—— 
   Applied Nutritionals, LLC
 1890 Bucknell Drive,
 Bethlehem, PA 18015
6,000,0006.84%——
 Common StockPreferred Stock
Officers,  Directors and Nominees:
Number of Shares
Beneficially
Owned
Beneficial
Ownership
Percentage
Number of Shares
Beneficially
 Owned
Beneficial
Ownership
Percentage
   Robert Lutz, Jr. (1)250,0000.28%9,25710.38%
  Araldo A. Cossutta (2)6,357,0007.24%——
   Dr. Philip J. Rubinfeld (3)468,7500.53%1,7231.93
   Thomas J. Kirchhoffer (4)152,0000.17%——
   Robert E. Gross (5)152,0000.17%——
   Cathy Bradshaw (6)450,0000.51%1,0001.12%
   Deborah J. Hutchinson (7) 268,7500.31%2,0002.24%
J John Feltman112,0000.13%——
   Darren Stine (8)——5000.56%
   Ronald Goode————
J Jeff Lewis————
   All directors and executive officers as a group (8 persons)8,210,5009.57%14,48016.23%
 
 
Common Stock
 
OFFICERS AND DIRECTORS:
 
Number of Shares Beneficially Owned
 
 
Beneficial Ownership Percentage
 
Ronald T. Nixon (1)
  3,418,996 
  55.1%
James W. Stuckert (2)
  943,993 
  15.2 
S. Oden “Denny” Howell Jr. (3)
  483,574 
  7.8 
J. Michael Carmena (4)
  6,733 
    
Zachary B. Fleming (5)
  8,034 
    
Shawn M. Bowman (6)
  5,354 
    
Michael D. McNeil (7)
  1,846 
    
Kenneth E. Thorpe (8)
  803 
    
Ann Beal Salamone (9)
  803 
    
All directors and executive officers as a group (5 persons)
  4,870,136 
  78.4%
_______________
 
(1) 
Mr. Robert Lutz Jr. may be deemed to beneficially own 250,000 shares of stock held by his wife. Ownership of Preferred Stock includes 6,000 shares of Series D Preferred Stock and 3,257 shares of Series C Preferred Stock.
(2)  Reflects 127,000 shares issuable upon the exercise of warrants and/or options.
Mr. Nixon is a Director of the Company and a Manager of Catalyst Rochal, LLC, which owns 100% of the equity interest of CGI Cellerate RX, LLC which owns 2,452,731 shares of the Company’s common stock. FA Sanara, LLC owns 963,856 shares of the Company’s common stock. FA Sanara, LLC is managed by Family Alignment, LLC, which is managed by Catalyst Group, Inc. of which Mr. Nixon is President. Mr. Nixon, through a relationship of control of CGI Cellerate RX, LLC and FA Sanara, LLC, may be deemed to share beneficial ownership of the shares of common stock beneficially owned by CGI Cellerate RX, LLC and FA Sanara, LLC. Mr. Nixon has shared power to vote and dispose 3,416,587 shares, and sole power to vote and dispose 2,409 shares.
(3)  Reflects 118,750 shares issuable upon the exercise of warrants and/or options.  Ownership of Preferred Stock includes 1,723 shares of Series C Preferred Stock
(4)  Reflects 52,000 shares issuable upon the exercise of warrants and/or options.
(5)  Reflects 52,000 shares issuable upon the exercise of warrants and/or options.
(6)  
Reflects 200,000 share issuable upon the exercise or warrants and/or options. Ownership of Preferred Stock includes 1,000 shares of Series D Preferred Stock.
(7)  
Reflects 18,750 shares issuable upon the exercise of warrants.  Ownership of Preferred Stock includes 2,000 shares of Series D Preferred Stock.
(8)  
Reflects 500 shares of Series D Preferred Stock issued pursuant to a restricted grant.
13


Section 16(a)
(2) 
Mr. Stuckert is a Director of the Securities Exchange Act of 1934
Section 16(a) ofCompany and may be deemed to beneficially own 39,004 shares held by Diane V. Stuckert and 69,004 shares owned by Ten Grand Ltd. Mr. Stuckert has the Exchange Act requires our officerssole power to vote and directors and persons who own more than 10% of a registered class of our equity securities to file initial reports of ownership and reports of changes in ownership with the SEC.  Such persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.  Based solely on its review of the copies of such forms received by it and representations from certain reporting persons regarding their compliance with the relevant filing requirements, the Company believes that all filing requirements applicable to its officers, directors and 10% shareholders were complied with during the fiscal year ended December 31, 2013, except as otherwise reported on the Company’s Annual Report on 10-K for that period.

14
dispose 943,993 shares.
 
(3) 
DIRECTOR AND Mr. Howell is a Director of the Company and has the sole power to vote and dispose all shares he beneficially owns.
(4) 
Mr. Carmena is a Director and executive officer of the Company and holds warrants currently exercisable for the purchase of 5,000 shares of common stock. Mr. Carmena has the sole power to vote and dispose all shares he beneficially owns.
(5) 
Mr. Fleming is an executive officer of the Company and holds stock options currently exercisable for the purchase of 2,000 shares of common stock. Mr. Fleming has the sole power to vote and dispose all shares he beneficially owns.
(6) 
Mr. Bowman is an executive officer of the Company and has the sole power to vote and dispose all shares he beneficially owns.
(7) 
Mr. McNeil is an executive officer of the Company and holds stock options currently exercisable to purchase of 1,000 shares of common stock. Mr. McNeil has the sole power to vote and dispose all shares he beneficially owns.
(8) 
Mr. Thorpe is a Director of the Company and has the sole power to vote and dispose all shares he beneficially owns.
(9) 
Ms. Salamone is a Director of the Company and has the sole power to vote and dispose all shares she beneficially owns.
EXECUTIVE OFFICER COMPENSATION
 
The following table and the accompanying notes provide summary information for each of the last two fiscal years concerning cash and non-cash compensation awarded to, earned by or paid to executive officers (or those acting in a similar capacity).
 
SUMMARY COMPENSATION TABLE

 
Name and Principal Position
 
 
 
Year
  
Salary
($)
  
Bonus
($)
  
Stock Awards
($)
  
Option Awards
($)
  
Non-equity incentive compensation
($)
  
Non-qualified deferred compensation earnings
($)
  
All other compensation
($)
  
Total
($)
 
Robert Lutz, Jr (a)  
2012
2013
   
-
125,000
   
-
-
   
-
420,000
   
672,000(b)
-
   
-
-
   
-
-
   
-
-
   
672,000
545,000
 
Deborah J. Hutchinson (c)  
2012
2013
   
-
32,500
   -   
-
140,000
   
2,644
-
   
-
-
   
-
-
   
-
-
   
2,644
171,250
 
Cathy Bradshaw (d)  
2012
2013
   
120,000
120,000
   
-
-
   
-
70,000
   
33,600
-
   --   
-
-
   
-
-
   
153,600
190,000
 

Notes to Summary Compensation Table
 
Name and Principal Position
 
 
Year
 
 
 
Salary
($)
 
 
Bonus
($)
 
 
 
Stock Awards
($)
 
 
 
Option Awards (a)
($)
 
 
Non-equity incentive compensation ($)
 
 
Non-qualified deferred compensation earnings ($)
 
 
 
All other compensation
($)
 
 
 
Total
($)
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Zachary B. Fleming2019
  205,667 
  90,000 
  – 
  – 
  – 
  – 
  – 
  295,667 
Co-Chief Operating Officer and
2018
  161,452 
  68,000 
  – 
  – 
  – 
  – 
  – 
  229,452 
President, Surgical 
    
    
    
    
    
    
    
    

 
    
    
    
    
    
    
    
    
Shawn M. Bowman2019
  205,667 
  80,000 
  – 
  – 
  – 
  – 
  – 
  285,667 
Co-Chief Operating Officer and
2018
  58,833 
  37,000 
  – 
  – 
  – 
  – 
  – 
  95,833 
President, Wound Care 
    
    
    
    
    
    
    
    

 
    
    
    
    
    
    
    
    
J. Michael Carmena2019
  209,600 
  75,000 
  – 
  – 
  – 
  – 
  – 
  284,600 
Principal Executive Officer2018
  207,107 
  60,000 
  – 
  – 
  – 
  – 
  – 
  267,107 
 
    
    
    
    
    
    
    
    
Michael D. McNeil2019
  169,500 
  63,000 
  – 
  – 
  – 
  – 
  – 
  232,500 
Chief Financial Officer2018
  123,625 
  45,300 
  – 
  4,472 
  – 
  – 
  – 
  173,197 
___________
(a) Robert Lutz, Jr.
The value of option awards represents the grant date fair value of the stock options, determined in accordance with FASB ASC Topic 718. The grant date value was appointed to fill the remaining vacancybased on the Company’s Board of Directors and to serve as the Chairmanclosing price of the Boardstock on the grant date and determined under the Black Scholes valuation model. The following assumptions on the date of grant were used in the grant date fair value: (i) option exercise price equal to the fair market value of the common stock; (ii) expected option life of 5 years; (iii) dividend yield of 0%; (iv) risk free rate of return of 2.67% for options granted in 2018; and (v) volatility of 145.77% for options granted in 2018. The options became fully exercisable during 2019 as a result of a specified change in share ownership of the Company’s President and Chief Executive Officer on March 20, 2012.  He elected not to receive compensation in 2012.Company.


 
(b) These options were forfeited February 15 of 2013.
(c) Deborah J. Hutchinson resigned as the Company’s President on March 20, 2012, and was reappointed as President effective October 16, 2013.
(d)  Cathy Bradshaw is the President of WCI and, because the primary focus of the Company has been concentrated within this subsidiary, her compensation has been included in this Executive Compensation disclosure.
Employment Agreements
 
NoneEffective June 1, 2019, the Company entered into employment agreements with two of ourits executive officers, orShawn M. Bowman and Zachary B. Fleming. Each agreement provides for an initial two-year term, with automatic one-year renewals unless either party gives prior notice to the other party to terminate the agreement. Each agreement provides for an initial base salary of $225,000, a one-time bonus payment of $25,000, an annual bonus opportunity equal to 50% of base salary, and an initial stock grant equal to $112,500. The initial stock grant vests in one-third increments for each year completed after the date of issuance. In the event the executive is terminated by the Company without cause, the executive is entitled to receive a severance package which will include one year of base salary following the effective date of termination, paid in twelve equal monthly installments, and continued participation in any health care benefits provided by the Company to its employees, listed above has an employment agreements orsubject to the executive’s release of any claims.
 No executive officer is entitled to payments as a result of a change in control agreements withof the Company.
Retirement Plans
The Company sponsors a 401(k) tax deferred savings plan, whereby the Company or its subsidiariesmatches a portion of employees’ contributions in cash. Participation in the plan is voluntary, and thereall employees of the Company who are no verbal agreements with anyat least 18 years of these executives or other employees regarding their employment or compensation.age are eligible to participate. The Company matches employee contributions dollar-for-dollar on the first 4% of an employee’s pre‑tax earnings, subject to individual IRS limitations.
 
In November of 2013, Ms. Cathy Bradshaw received a grant of 1,000 shares of Series D Preferred Stock, which shares will vest in equal tranches over three years.
DirectorNon-Qualified Deferred Compensation
 
We do not pay our directors a fee for attending scheduled and special meetings of our board of directors.  We intend to reimburse each director for reasonable travel expenses related to such director’s attendance at board of directors and committee meetings.  In the 2013, the The Company did not issue any equity compensation to the members of its Board of Directors in respect of their service thereon. In the future we might have to offer additional compensation to attract the caliber of independent board members the Company is seeking.
Wound Management does not sponsor a pension benefits plan, a non-qualified deferred compensation plan or a non-equity incentive plan for its directors.  No other or additional compensation for services were paid to any of the directors. We will continue to periodically reevaluate with assistance from independent compensation consultants retained by the Compensation Committee.
15
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table provides information concerning outstanding equity awards at December 31, 2013 for our named executive officers.  We do not currently have an equity incentive plan; therefore, these columns have been omitted from the following table.
  OPTION AWARDS STOCK AWARDS 
   Name 
Number of Securities Underlying Unexercised Options
(Exercisable)
  
Number of Securities Underlying Unexercised Options
(Unexercisable)
(1)
  Option Exercise Price ($) Option Expiration Date Number of Shares of Stock That Have Not Vested  
Market Value of Shares of Stock That Have Not Vested
($) (2)
 
Araldo A. Cossutta  52,000   —   0.15 9/11/2017  —   — 
Dr. Philip J. Rubinfeld  18,750   —   0.15 9/11/2017  —   — 
Thomas J. Kirchhoffer  52,000   —   0.15 9/11/2017  —   — 
Robert E. Gross  52,000   —   0.15 9/11/2017  —   — 
Deborah J. Hutchinson  18,750   —   0.15 9/11/2017  —   — 
John Feltman  -   —        —   — 
Cathy Bradshaw (1)  66,667   133,333   0.15 8/17/2017  1,000   115,000 
   3,260,167       1.00 300,873  1,000   115,000 
Footnotes to Outstanding Equity Awards table:
(1)Ms. Bradshaw's 200,000 stock purchase options issued on 8/17/2012 vest over a 3-year period beginning on the first anniversary of issuance.  Additionally, Ms. Bradshaw was issued 1,000 shares  Series D Preferred Stock pursuant to a restricted stock agreement on 11/13/13, which shares vest over a 3-year period.
Pension Benefits
Wound Management does not sponsor any pension benefit plans and none of the named executive officers contribute to such a plan.
Non-Qualified Deferred Compensation
Wound Management does not sponsor any non-qualified defined compensation plans or other non-qualified deferred compensation plans, and none of the named executive officers contributecontributes to any such plans.
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than officer and director compensation arrangements disclosed herein, the Company was not involved in any transactions with related parties during fiscal years 2012 or 2013.
All of our directors are independent, as defined by Rule 4200(a) (15) of the NASDAQ’s listing standards, except for Mr. Lutz and Ms. Hutchinson, who serve as officers of the Company.
16
PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Outstanding Equity Awards at December 31, 2019
 
The Wound Managementfollowing table provides information concerning outstanding equity awards as of December 31, 2019, for our named executive officers. Market values were determined using the last sale price of our common stock on December 31, 2019. No stock awards or performance awards were made in 2019 under the Company’s equity incentive plan, and those columns have been omitted from the following table.
 
 
Option Awards
 
Name
 
Number of Securities Underlying Unexercised Options
(Exercisable)
 
 
Number of Securities Underlying Unexercised Options
(Unexercisable)
 
 
Option Exercise Price
($)
 
Option Expiration Date
J. Michael Carmena
  5,000 
  – 
  6.00 
12/31/2022
Michael D. McNeil
  1,000 
  – 
  6.00 
4/13/2023
Zachary B. Fleming
  2,000 
  – 
  6.00 
12/31/2022
 
  8,000 
  – 
    
 

Compensation Determinations
The Board of Directors makes all decisions regarding the compensation of executive officers. The Board has selected Malone Baileynot formed a compensation committee for this purpose because of the small size of the Company. Executive compensation typically consists of a base salary, an annual cash bonus, and longer-term incentive compensation of equity-based incentive awards. Annually, the principal executive officer presents to the Board recommended salary amounts for the coming year and bonus payments relating to the prior year’s performance for all executive officers. The Executive Chairman typically proposes any equity incentive awards which generally would provide for annual vesting over a period of at least three years. The entire Board of Directors considers and approves the final amounts.


Compensation of directors is generally proposed by the Executive Chairman and presented to the full Board of Directors who approve the final amounts.

INDEPENDENT AUDITOR MATTERS
MaloneBailey, LLP provided audit services to servethe Company as itsan independent registered public accounting firm for the fiscal year ending December 31, 2014.  Although shareholder ratification is not required, the Board of Directors has directed that such appointment be submitted to the shareholders of Wound Management for ratification at the Annual Meeting. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if the Audit Committee believes that such a change would be in the best interests of our company and its shareholders. If our shareholders do not ratify the selection of Malone Bailey LLP, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of an independent registered public accounting firm.
Pritchett, Siler & Hardy, P.C. provided audit services to Wound Management for the year ended December 31, 2013 until August 21, 2013 and then Malone Bailey LLP provided audit services for the balance of the year.2019. A representative of Malone BaileyMaloneBailey, LLP willis expected to be presentin attendance at the Annual Meeting, willvirtual annual meeting and to have an opportunity to make a statement at the meeting if he or she desiresdesired and to do so and will be available to respond to appropriate questions.
 
No reportThe Company’s executive management is primarily responsible for preparation of Pritchett, Siler & Hardy, P.C. or Malone Bailey LLP on Wound Management’sthe Company’s financial statements and the financial reporting process, including the system of internal controls over financial reporting. The Company’s independent auditors are responsible for eitherperforming an independent audit of Wound Management’s last two fiscal years contained any adversethe Company’s consolidated financial statements and internal control over financial reporting, and for issuing an opinion or disclaimeron the fair presentation in all material respects of opinion, nor was any such report qualified or modified as to uncertainty, audit scope orthe financial statements in accordance with U.S. generally accepted accounting principles.
 
In connection with the audits of Wound Management’s financial statements for the last two fiscal years, there were no disagreements with Pritchett, Siler & Hardy, P.C. or Malone Bailey LLP on any matters of accounting principles, financial statement disclosure or audit scope and procedures which, if not resolved to the satisfaction of Pritchett, Siler & Hardy, P.C. or Malone Bailey LLP, would have caused the firm to make reference to the matter in its report.
Assuming the presence of a quorum, the affirmative voteReport of the holdersBoard of a majority ofDirectors Regarding the total votes cast is necessary to ratify the appointment of Wound Management’s independent registered public accounting firm.  The enclosed proxy card provides a means for shareholders to vote for the ratification of the selection of Wound Management’s independent registered public accounting firm, to vote against it or to abstain from voting with respect to it. If a shareholder executes and returns a proxy, but does not specify how the shares represented by such shareholder’s proxy are to be voted, such shares will be voted FOR the ratification of selection of Wound Management’s independent registered public accounting firm. Abstentions will have the same legal effect as a vote against the proposal.Company’s Auditors
 

The Board of Directors recommendsdoes not have a vote “FOR”standing audit committee to assist the ratificationBoard in overseeing the financial reporting process. The entire Board of Directors provides the selectiongeneral functions of Malone Bailey LLP, as Wound Management’s independent registered public accounting firm for the fiscal year ending December 31, 2014.an audit committee by providing general oversight and monitoring of:
 
●
17

The material in this Reportthe Company’s financial statements and other financial information, including the acceptability and quality of the Audit Committee is not “soliciting material,” is not deemed filed withapplicable accounting principles and the SEC, and is not to be incorporated by reference in anyreasonableness of Wound Management’s filings under the Securities Act or the Exchange Act, respectively, whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein.significant accounting judgments;

REPORT OF THE AUDIT COMMITTEE
 
The Board serves in the role of Audit Committee fulfilling its responsibilities for general oversight of the integrity of Wound Management’s financial statements, Wound Management’s
●
compliance with legal, regulatory and regulatory requirements,public disclosure requirements;
●
the relationship with the independent auditor’s qualifications and independence, the performance of Wound Management’s internal audit function, and risk assessment and risk management.  The Board manages Wound Management’s relationship with its independent auditors (whichwho report directly to the Board).  The Board hasof Directors, including their qualifications and independence;
●
system of internal controls; and
●
risk management and risk assessment.
When necessary and appropriate to carry out its duties, the authority to obtainBoard obtains advice and assistance from outside legal, accounting or other advisors as the Board deems necessary to carry out its duties and receives appropriate funding as determined by the Board, from Wound Management for such advice and assistance.
 
Wound Management’s management is primarily responsible for Wound Management’s internal control and financial reporting process.  Wound Management’s independent auditors, Malone Bailey LLP, are responsible forIn connection with performing the functions of an independent audit of Wound Management’s consolidated financial statements and internal control over financial reporting, and issuing opinions on the conformity of those audited financial statements with United States generally accepted accounting principles.  The Board monitors Wound Management’s financial reporting process and reports tocommittee, the Board on its findings.
In this context, the Board in its role as the Audit Committee herebyof Directors reports as follows:
 
1.The Board has reviewed and discussed the audited financial statements with Wound Management’sthe Company’s executive management.
 
2.The Board has discussed with the independent auditors the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (Codificationapplicable requirements of Statements on Auditing Standards, AU 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”(the “PCAOB”) in Rule 3200T..
 
3.The Board has received the written disclosures and the letter from the independent accountantsauditors required by applicable requirements of the PCAOB regarding the independent accountants’auditors’ communications with the Audit CommitteeBoard of Directors (in its performance of the role of an audit committee) concerning independence, and has discussed with the independent accountantsauditors their independence.
 
4.Based on the review and discussions referred to in paragraphs (1) through (3) above, the Board hasof Directors approved that the inclusion of the Company’s audited financial statements be included in Wound Management’sthe Company’s Annual Report on Form 10-K for the year ended December 31, 2013,2019, and for filing with the Securities and Exchange Commission.
 
This report isReport submitted by the Board.Board of Directors,
Ronald T. Nixon
James W. Stuckert
S. Oden “Denny” Howell Jr.
J. Michael Carmena
Ann Beal Salamone
Kenneth E. Thorpe

 
Audit Fees. We engaged MaloneBailey, LLP to conduct our annual audits for the three-month period ended September 30, 2013, and the twelve-month period ended December 31, 2013, and our audit fees for services performed such period were $54,000.  Our prior audit firm was Pritchett, Siler & Hardy, P.C., and our audit fees for services performed during the first two quarters of 2013 and the twelve-month period ended December 31, 2013, were $15,292 and $63,677, respectively.
Audit-Related Fees.  The aggregate fees billed by Pritchett, Siler & Hardy, P.C. and Malone Bailey LLP for assurance and related services that were reasonably related to the performance of the audit or review of Wound Management’squarterly financial statements which are not reported in “audit fees” above, for the years ended December 31, 20132019 and December 31, 2012,2018. Audit fees for services performed were $0$88,000 during 2019 and $0, respectively.$68,303 during 2018.
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Tax Fees. FeesThe aggregate fees billed by Pritchett, Siler. We engaged Haynie & Hardy, P.C.Company as our accountants for professional services renderedprovided for tax compliance, tax advice orand tax planning forrelating to the yearyears ended December 31, 2012 were $14,581.2019 and December 31, 2018 and paid $24,951 during 2019 and $20,903 during 2018. No other tax fees for tax-related services were paid to either of the above-mentioned firms during the previous two years.our independent auditors.
 
All Other Fees. The aggregateWe paid no other fees billed by Pritchett, Siler & Hardy, P.C. and Malone Bailey LLP for other services, exclusive of the fees disclosed above relating to financial statement audit and audit-related services and tax compliance, advice or planning, for the years ended December 31, 2012 and 2013, was $0.our independent auditors.
 
Consideration of Non-audit Services Provided by the Independent AuditorsPre-Approval Policy. The Board has considered whether the services provided for non-audit services are compatible with maintaining Malone Bailey LLP’s independence, and has concluded that the independence of such firm has been maintained.
AUDIT COMMITTEE PRE-APPROVAL POLICY
The policy of the Board of Directors, in its capacity as the Company’s audit committee, is to pre-approvethe pre-approval of all audit, audit-related and non-audit services provided by the independent registered public accounting firm.auditors. These services may include audit services, audit-related services, tax services and other services. The Board of Directors approved all of the fees described above. The Board may also pre-approve particular services on a case-by-case basis. The independent public accountantsauditors are required to periodically report to the Board regarding the extent of services provided by the independent public accountantsauditors in accordance with such pre-approval.that policy. The Board may also delegate pre-approval authority to one or more of its members. Such member(s)members, who must report any decisions to the Board at the next scheduled Board meeting.
 

PROPOSAL THREECERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Charter AmendmentThe Company was a participant in the following transactions with related parties since January 1, 2018.
Mr. Howell and Mr. Stuckert each held a convertible note from the Company payable in the principal amount of $600,000 and accrued interest of $192,797 as of February 18, 2018. On February 19, 2018, each convertible note and $192,797 of accrued interest were converted to 113,257 shares of our common stock.
 
The Board has determined that itCompany paid an affiliate of Catalyst Group Inc. (“Catalyst”) a total of $229,356 in 2019. The payments were related to professional services provided to Cellerate, LLC by a Catalyst affiliate under the terms of the Professional Services agreement between the Catalyst affiliate and the Company which was executed upon the formation of Cellerate, LLC. Amounts due to Catalyst and its affiliate totaled $36,790 at December 31, 2019. The Sanara Executive Chairman is the Founder and Managing Partner of Catalyst.
The Company paid Rochal Industries, LLC (“Rochal”) a total of $1,663,073 in 2019. The payments included $1,500,000 under two separate new product license agreements whereby the Company obtained worldwide rights to market and sell certain FDA-cleared products developed by Rochal. Other payments were primarily for finished goods inventory of the licensed products. The Company will pay Rochal royalties on the licensed products at the rate of 4% of net sales during the term of the licenses. Amounts due to Rochal totaled $31,878 at December 31, 2019.
On July 8, 2019, the Company executed a license agreement with Rochal whereby the Company acquired an exclusive worldwide license to market, sell and further develop antimicrobial products for the prevention and treatment of microbes on the human body utilizing certain Rochal patents and pending patent applications. The Company makes initial payments of $1,500,000 under the license and will pay royalties of 4% of net sales during the term of the license. Currently, the products covered by the license agreement are BIAKŌS™ Antimicrobial Wound Gel, and FDA-cleared BIAKŌS™ Antimicrobial Skin and Wound Cleanser.
On October 1, 2019, the Company executed a license agreement with Rochal whereby the Company acquired an exclusive worldwide license to market, sell and further develop certain antimicrobial barrier film and skin protectant products for use in the best interesthuman health care market utilizing certain Rochal patents and pending patent applications. The Company makes initial payments of $1,000,000 under the license and will pay royalties of 4% of net sales during the term of the license. Currently, the products covered by this license agreement are BIAKŌS™ Antimicrobial Barrier Film and Curashield™ No Sting Skin Protectant.


On May 4, 2020, the Company executed a product license agreement with Rochal whereby the Company acquired an exclusive world-wide license to market, sell and further develop certain products for human medical use to enhance skin condition or treat or relieve skin disorders, excluding uses primarily for beauty, cosmetic, or toiletry purposes. The Company is making initial payments of $1,950,000 under the license and will pay royalties of 4% of net sales during the term of the license.
Ronald T. Nixon, Executive Chairman of the Company, foris also a director of Rochal, and indirectly a significant shareholder of Rochal, and through the potential exercise of warrants a majority shareholder of Rochal. Ann Beal Salamone, a director of the Company, to amendis a significant shareholder, the former president and current Chairman of the Board of Rochal.
On October 15, 2019, the Company closed a private placement offering of its Articles of Incorporation to increase the authorized shares of common stock for an aggregate purchase price of $10,000,000. The purchasers in the offering were related party entities to three members of the Company’s Board of Directors, Ronald T. Nixon, James W. Stuckert and Oden “Denny” Howell. The purchase price of the common stock and amount of the offering were determined by a special committee of the Board comprised of disinterested Directors who engaged an independent third-party to provide a valuation of the offering price and other relevant information regarding the transaction.
John C. Siedhoff was a director of the Company from 100,000,0002014 until he resigned that position January 31, 2019. During 2019 and January 2020, Mr. Siedhoff received compensation in the amount of $260,000 in consulting fees as a consultant to 250,000,000 (attached hereto as Appendix A, the “Charter Amendment”).  The reasons for the increase are (i) to enhance the Company’s ability to raise capital through the issuance of common stock or equity or debt securities convertibleCompany. On January 31, 2019, Mr. Siedhoff entered into common stock, and (ii) ensure sufficient shares of common stock are available for reservation in connectiona consulting agreement with the exercise or conversionCompany that terminates December 31, 2020. Under the agreement Mr. Siedhoff earned consulting fees in the amount of options, warrants, preferred stock, and any other convertible debt or equity securities issued by$21,947 per month through December 31, 2019. For the Company. The proposed increase is neither a response to nor a result of any accumulation of the Company’s stock or a threatened takeover.period January 1, 2020 through December 31, 2020, Mr. Siedhoff will earn $10,000 per month.

None of the newly authorized shares are subject to any preemptive rights.  The Company does not contemplate any specific issuancehave a written policy regarding review and approval of transactions with related parties. All members of the newly authorized common stock inBoard of Directors have an understanding that any transaction between the future.

AsCompany and any related person will be reviewed by the Board and will take into consideration the importance and scrutiny that must be given to such review to assure protection of the Record Date, there were 87,778,321 sharesCompany’s interest. As part of common stock and 89,211 shares of Preferred Stock consisting of 73,911 shares of Series C Convertible Preferred Stock, and 15,300 shares of Series D Convertible Preferred Stock outstanding.  The number of authorized shares common stock reserved for issuance pursuant to options, warrants, contractual commitments, or other arrangements is 14,763,677, and the number of authorized shares of preferred stock so reserved is 0.  There are currently no authorized and unissued shares of common stock available for future issuances and not reserved for any specific use, and the number of authorized and unissued shares of Common Stock available following the effectivenessthat review, members of the Charter Amendment will be 58,247,002 upon;Board understand the numberimportance of similarly situated shares of preferred stock is currently 4,910,789obtaining all relevant information regarding the transaction and will be 4,926,089 upon effectiveness of the Charter Amendment.

Anti-Takeover Effects of Charter Amendment. The increase in authorized Common Shares may make it more difficult or prevent or deter a third party from acquiring control of our Company or changing our Boardwhen prudent obtain independent valuation and management, as well as inhibit fluctuations in the market price of our Company’s shares that could result from actual or rumored takeover attempts.  For example, shares of authorized and unissued Common Shares could (within the limits imposed by applicable law) be issued in one or more transactions that would discourage persons from attempting to gain control of the Company, by diluting the voting power of Common Shares then outstanding.  Similarly, the issuance of additional shares to certain persons allied with the Company’s management could have the effect of making it more difficult to remove the Company’s current management by diluting the stock ownership or voting rights of persons seeking to cause such removal. Each of these, together with other anti-takeover provisions in our charter documents and provided by Texas law, could potentially limit the opportunity for the Company’s stockholders to dispose of their stock at a premium. The proposed increased in our authorized Common Shares is not the result of any such specific effort, rather, as indicated above, the purpose of the increase in the authorized Common Shares is to provide our Company’s management with certain abilities including, but not limitedexpert advice. Additionally, to the issuance of Common Sharesextent any Board member is a party to be used for public or private offerings, conversions of convertible securities (including but not limited tocould benefit from the Series D Preferred Stock), issuance of options pursuant to employee stock option plans, acquisition transactions and other general corporate purposes, and not to construct or enable any anti-takeover defense or mechanism on behalf of our Company. While it is possible that management could use the additional shares to resist or frustrate a third-party transaction, providing an above-market premium that is favored byapproval would require a majority of the independent Shareholders,disinterested directors and may require deliberations without participation of the interested person.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Securities Exchange Act of 1934 requires our Company presently has no intent or plan to employ any additional authorized shares as an anti-takeover device nor are the additionally authorized shares being issued in response to any accumulationdirectors, executive officers, and persons who own more than 10% of Common Stock or threatened takeover.

Other Anti-Takeover Provisions of Our Charter Documents. Other provisionsa registered class of our governing documents that have relevant anti-takeover consequences areequity securities to file reports with the lackSEC of cumulative votingownership and indemnification provided to directorschanges in ownership of our common stock and officers.  Our Company’s Articles of Incorporation do not provide for cumulative voting in the election of directors. The combinationother equity securities of the present ownershipCompany. Based solely on a review of the Section 16(a) forms filed with the SEC and the representations made by a few shareholders of a significant portionthe reporting persons to us, during the fiscal year ended December 31, 2019, two of our Company’s issueddirectors, Kenneth E. Thorpe and outstanding stockAnn Beal Salamone, and lacktwo officers, Zachary B. Fleming and Shawn M. Bowman, each filed late a single form, the Initial Statement of cumulative voting makes it more difficultBeneficial Ownership, due to an oversight by Company counsel. Family Alignment, LLC and Catalyst Group, Inc. filed a late amendment to the Form 3 filing of FA Sanara, LLC in order to become a group for other shareholdersfiling purposes with FA Sanara, LLC due to replace our Company’s Board or for another party to obtain control of our Company by replacing our Board.

     ��  Our Articles of Incorporation and bylaws provide for indemnificationa delay in receiving EDGAR filing codes from the SEC. All transactions of our directors and officers and provide for the advancement of expenses in connection with actual or threatened proceedings and claims arising out of their status as such to the fullest extent permitted by law.were timely reported.


       The information required to be disclosed by Item 13(a) of Schedule 14A is incorporated by reference to our Annual Report on Form 10-K/A for the Fiscal Year ended December 31, 2013 filed with the SEC on April 30, 2014.


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PROPOSAL FOUR
Reverse Split
2. APPROVAL OF RESTATED 2014 OMNIBUS LONG TERM INCENTIVE PLAN
 
Shareholders are being asked to consider, and if deemed appropriate, to approve, the Reverse Split of the Company’s issued and outstanding Common Stock of one (1) post-Reverse Split share for up to ten (10) pre-Reverse Split shares (the “Reverse Split Ratio”). The purpose of the Reverse Split is to increase the per-share market price of the Company’s common stock in order to obtain a listing on the NASDAQ Capital Market.
       The Board of Directors, in its sole discretion, will have discretion to implement the Reverse Split, and, if implemented, to determine the Reverse Split Ratio, being one (1) post-Reverse Split share for up to ten (10) pre-Reverse Split shares, of the Reverse Split. The Board of Directors believes that shareholder approval of a range of ratios (as opposed to approval of a specified ratio) provides the Board of Directors with maximum flexibility to achieve the purpose of the reverse stock split, being to meet the minimum price per share requirements of the NASDAQ Capital Market, and, therefore, is in the best interests of the Company and shareholders.  No scrip or fractional shares will be issued if, as a result of the Reverse Split, a stockholder would otherwise become entitled to receive a fractional share of Common Shares.  In lieu of issuing fractional shares, the Company will round up to one whole share of Common Shares in the event a stockholder would be entitled to receive a fractional share of Common Shares.
       The reasons for the Reverse Split, and certain risks associated with the Reverse Split and related information, are described below.
Reasons for the Reverse Split
       The Board of Directors believes that it is in the best interests of the Company to pursue a listing on the NASDAQ Capital Market. The sole purpose of the Reverse Split is to meet the minimum listing requirements of NASDAQ Capital Market, which require the regular bid price at time of listing must be $4.00 per share.  The Reverse Split will allow our Common Shares to reach the NASDAQ’s minimum bid threshold.  The benefits to listing on NASDAQ Capital Market include, among other things:
●Immediate access to a much larger national financial market;
●Immediate access to institutional and other large scale investors;
●The ability to market and publicize performance and other relevant information to a much larger audience; and
●The ability to provide our shareholders with access to a national stock exchange wherein their shares will be available to a much broader market.
       If the resolution is approved, the Reverse Split would be implemented, if at all, only upon a determination by the Board of Directors that it is in the best interests of the Company at that time. In connection with any determination to implement the Reverse Split, the Board of Directors will set the timing for the Reverse Split to become effective, which the Board of Directors currently anticipates will be as soon as practicable following the Meeting. No further action on the part of the shareholders would be required in order for the Board of Directors to implement the Reverse Split. If the Board of Directors does not implement the Reverse Split prior to the next annual meeting of the shareholders, the authority granted by the ordinary resolution to implement the Reverse Split on these terms would lapse and be of no further force or effect. The resolution also authorizes the Board of Directors to elect not to proceed with, and abandon, the Reverse Split at any time if it determines, in its sole discretion, to do so.
       However, there can be no assurance that the Reverse Split will achieve the intended results outlined above, that the price per share of the common stock after the Reverse Split will increase at all or proportionately with the decrease in the number of shares, that the common stock will achieve the desired additional marketability, or that any price increase can be sustained for a prolonged period of time. Also, it is possible that the liquidity of the common stock after the Reverse Split may be adversely affected by the reduced number of shares outstanding if the proposed Reverse Split is implemented.
Holders of Certificated Shares of Common Stock
       No delivery of a certificate evidencing a post-Reverse Split share will be made to a shareholder until the shareholder has surrendered the issued certificates representing its pre-Reverse Split shares. Until surrendered, each certificate formerly representing pre-Reverse Split shares shall be deemed for all purposes to represent the number of post-Reverse Split shares to which the holder is entitled as a result of the Reverse Split. No shareholder will be required to pay a transfer or other fee to exchange his, her or its pre-Reverse Split share certificate.
      The information required to be disclosed by Item 13(a) of Schedule 14A is incorporated by reference to our Annual Report on Form 10-K/A for the Fiscal Year ended December 31, 2013 filed with the SEC on April 30, 2014.

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PROPOSAL FIVE

Adoption of 2014 Omnibus Long Term Incentive Plan

On May 9, 2014, the Company adopted, and the shareholders approved, the Company’s 2014 Omnibus Long Term Incentive Plan (in the form included herewith as Appendix B, the “Omnibus Plan”(the “Plan”).  Pursuant to the terms of the Omnibus Plan, under which the Company may issue various equity securities and cash bonuses to employees, directors and directorsconsultants selected for participation. Underto participate in the Omnibus Plan, the Company may award restricted stock, restricted stock units, stock options, and stock appreciation rights.
Approval of the Omnibus Plan satisfies the shareholderPlan. Shareholder approval requirements of Section 162(m) ofis required under the Internal Revenue Code to issue incentive stock options under the Plan. Shareholder approval is also a requirement of 1986,any stock exchange on which the Company in the future desires to list the common stock.


As a result of the 1-for-100 reverse stock split of the Company’s common stock in May 2019, the Board of Directors made adjustment to a number of provisions of the Plan affected by the reverse stock split, such as the number of shares authorized for issuance under the Plan. Several other provisions were amended from time to time (“Code”), whichsuch as the definition of “change in control” of the Company and the effect of a change in control on outstanding awards under the Plan. The Plan is required priorcurrently effective, and the Company does not believe such adjustments and changes were adverse to the Company’s paying such compensation. Additionally, approvalshareholders, but the Board of Directors believes it is advisable to submit the Omnibusrestated Plan satisfies thefor shareholder approval requirements of Section 422 of the Code with respect to incentive stock options.
Section 162(m) of the Code limits the amount of compensation paid to certain senior executive officers that public companies may deduct to $1 million for each such senior executive officer in any fiscal year. Certain performance-based compensation is exempt from the deduction limit if it meets the requirements of Section 162(m) of the Code. The Omnibus Plan is intended to permit awards granted thereunder to qualify for exemption from the deduction limit to the extent that the compensation is recognized by the “covered employee” as defined in Section 162(m) of the Code as ordinary income and provided that the awards meet the Section 162(m) of the Code performance-based requirements.
This Proposal Five is being presented to shareholders to approve the Omnibus Plan and to comply with shareholder approval requirements of Section 162(m) of the Code described above.
The discussion of this proposal is qualified in its entirety by reference to the full text of the Omnibus Plan. The Omnibus Plan will not become effective unless approved by our shareholders.  Awards granted prior to the effective date of the Omnibus Plan will remain subject to, and governed by, the terms and conditions of the Omnibus Plan as in effect at the time of the award and the applicable award agreement, unless such award agreement is later amended pursuant to the terms of the Omnibus Plan.approval.
 
If shareholders do not approve this Proposal Five and the Omnibus Plan is not approved by ourthe shareholders, the Company would be unable to issue certainwill cease issuing awards under the Omnibus Plan, but awards previously issued under the Plan would remain in effect under the future, as they would no longer satisfy the requirements of Section 162(m) of the Code.  There is no guarantee that awards intended to qualify for tax deductibility under Section 162(m) of the Code will ultimately be viewed as so qualifying by the Internal Revenue Service.
Description of the Omnibus Plan
The Omnibus Plan permits us to grant stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash awards to the Company’s officers, directors and certain other employees. The Omnibus Plan provides a pool of 15,000,000 shares, which is equal to 17.09% of the shares of the Company’s Common Stock issued and outstanding on July 11, 2014. The following is a summary of the materialcurrent terms of the Omnibus Plan.Plan and the associated award agreements. The following summary and discussion does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the Omnibus Plan. ToPlan which is attached as Exhibit A to this proxy statement.
Description of the extent that therePlan
The Plan authorizes the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and performance share awards to the Company’s officers, directors, employees and consultants. Awards may be granted alone, in addition to, or in combination with, any other awards under the Plan or any other compensation plan. The Plan provides a pool of 2,000,000 shares, which is a conflict between this summary andequal to 10% of the total number of shares of common stock authorized for issuance under the Company’s corporate documents. The Plan will terminate on September 3, 2024, but previously granted awards remain outstanding until they expire by their terms or the terms of the plan, the terms of the plan will govern.Plan. In the followingthis summary, the term “shares” means the Company’s Common Stock, and such other securities or property as may become the subject of awards under the Omnibus Plan,common stock, and the term “stock unit” means a unit or right whose value is based on the value of a share.
 
AdministrationAdministration.. The Omnibus Plan will beis administered by a Compensation Committee consistingcommittee appointed by and serving at the pleasure of the Board of Directors (the “Committee”) composed of at least two or more directors thatof the Company who qualify as both non-employee directors,an “independent director” under the rules of The Nasdaq Stock Market, Inc. and as defined bya “non-employee director” within the meaning of Rule 16b-3 ofunder the Securities Exchange Act and outside directors, as defined in Section 162(m) of 1934. Unless otherwise determined by the Code. Per the Omnibus Plan,Board, the Compensation Committee of the Board will beserve as the Committee. Currently the Board of Directors has not appointed the Committee, and until the Committee is appointed the Board of Directors is administering the Plan in lieu of the Committee. The Committee is authorized, subject to the terms of the Omnibus Plan, to determine which participants will receive awards, the times when such awards will be made, the times when such awards will vest, the types of awards, the number of shares to be issued under the awards, the value or amount of the awards, and other terms and conditions of awards. All decisions with respect to the Omnibus Plan will be within the discretion of the Compensation Committee.
 
Share CountingAvailable Shares. Generally, ifTo the extent an award granted under the Omnibus Plan terminates or is forfeitedcanceled or cancelled without the payment of consideration,forfeited, the shares allocable to the forfeitedterminated, canceled or cancelledforfeited portion of the award are added back to the aggregate available for grant under the Omnibus Plan, and may again be subject to an award granted under the Omnibus Plan. If, however, shares are delivered or tendered to the Company for repurchase to satisfy the exercise price of any option award, those shares will not be added back to the aggregate number of shares available for grant under the Omnibus Plan. In addition, if anyPlan, and may again be subject to future awards. If, however, shares are withheld from issuanceor delivered to the Company to satisfy the exercise price or tax obligations associated withwithholding obligation of any option or other award or equivalent shares are purchased by the Company in the open market, then those shares will count againstnot be added back to the aggregate numberpool of shares available for future grantsgrant under the Omnibus Plan.
 
Grant Participants and Limitations. Currently the Plan has 37 participants, which include the five outside directors, the four executive officers, 28 other officers and employees and two consultants. The grants of awards are subject to the following limitations:
 
●
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The maximum number of shares of common stock that may be delivered pursuant to all awards is 2,000,000 and the maximum number of stock options qualifying as Incentive Stock Options under Section 422 of the Internal Revenue Code (“ISOs”) is 1,000,000.
 
Limitations on Awards. The following limitations apply:
●
●  The maximum number of shares of the Company’ common stock that may be delivered pursuant to (a) awards granted under the Omnibus Plan is 15,000,000 (the “Share Limit”) and (b) stock options granted under the Omnibus Plan intended to be Incentive Stock Options (“ISOs”) is 15,000,000.
●  No participant may receive during any calendar year (a) stock options or stock appreciation rights (“SARs”) covering an aggregate of more than 500,000 shares or (b) awards that are intended to qualify for exemption from the limitation on deductibility imposed by Section 162(m) of the Code (other than stock options or SARs) covering an aggregate of more than 500,000 shares.
●  The exercise price of stock options cannot be less than 100% of the fair market value of a share at the time the option is granted.
●  The base amount of an SAR cannot be less than 100% of the fair market value of a share at the time the SAR is granted.
●  Repricing of stock options is not permitted.
●  The term of the Omnibus Plan is 10 years from its adoption in 2014 and the term of awards granted under the Omnibus Plan of awards may not exceed 10 years.
●  The Omnibus Plan does not contain an evergreen provision.
Eligibility. The Omnibus Plan provides for awards to the directors, employees, and consultants of the Company.
Types of Awards. The Omnibus Plan permits grants of: (i) restricted stock and restricted stock units; (ii) stock options (including incentive and non-qualified stock options); (iii) SARs; and (iv) other stock-based awards. Awards may be granted alone, in addition to, or in combination with, any other awards under the Omnibus Plan or any other compensation plan. Awards can be granted for cash or other consideration as determined by the Company’ Compensation Committee or as required by applicable law (or for no cash consideration). Awards may provide that upon the grant or exercise thereof, the holder will receive cash, shares or other securities, or property or any combination of these.
Restricted Stock and Restricted Stock Units. Restricted stock is an award of shares subject to awards granted to any participant during any calendar year, regardless of whether any award thereafter terminates or is canceled or forfeited, is 100,000 shares.
●
The exercise price of stock options cannot be less than 100% of the fair market value of a restriction period specified inshare on the award. Duringdate of grant of the restriction period,option.
●
The exercise price of an ISO granted to a participant owning equity securities possessing more than 10% of the sharesvoting power of all classes of Company equity securities must be at least 110% of the fair market value of a share on the date of grant.
●
The base amount of a stock appreciation right (a “SAR”) cannot be less than 100% of the fair market value of a share on the date of grant of the SAR.


Vesting of Awards. The Committee may not be transferred and are subject to forfeiture. The Company’s Compensation Committee will havedetermine at the discretion to determine potential eventsgrant of forfeiture, to include early terminationan award the time or times at which portions of employment,an award vest, which shall be set forth in the applicable award agreement. The holder is otherwise usually treated as a registered shareholder with the right to receive dividends and vote the shares during the restriction period. Restrictedmeans when (i) stock options or SARs becomes exercisable, (ii) restricted stock or restricted stock units are similar to restricted stock except that the award takes the form of stock units instead of shares. During the restriction period, a holder of restricted stock units may be paid cash (dividend equivalents) that are equal in timing and amount to share dividends but does not have voting or other shareholder rights, except that dividends or dividend equivalents shall not be payable or credited in respect of unearned awardsno longer subject to forfeiture and restrictions on transfer and (iii) performance conditionsshare awards are no longer subject to restrictions and forfeiture. The Committee may also determine the events (such as noted below.  The units may be settledtermination of employment) which, if an event were to occur prior to the vesting of any portion of an award, would result in cashthe termination or shares.forfeiture of the unvested portion of the award.
 
Stock Options and Stock Appreciation RightsRights.. Stock options giveprovide the holder the right to purchase shares at the exercise price specified in the award. SARs giveprovide the holder the right to receive an amount in shares or cash equal to the spread between the exercise price specified in the award and the market price of a share at the time of exercise. SARs may be granted alone or in tandem with stock options. Stock options and SARs granted under the Omnibus Plan are subject to the terms and conditions determined by the Company’ Compensation Committee, except that the exercise price of an option or base value of an SAR cannot be less than 100% of the fair market value of a share aton the timedate of the grant. The Company’ Compensation Committee shall determinedetermines the form in which payment of the exercise price may be made. Stock options may be granted in the form of nonqualified stock options or, providedif they meet certain requirements of the Internal Revenue Code, ISOs, which are subject to theU.S. income tax treatment described below. Stock options and SARs are subject to forfeiture upon a participant’s termination of employment or service, as set forth in the applicable award agreement.
 
Restricted Stock Compensation and Other Stock-Based AwardsRestricted Stock Units. The Company’s Compensation Committee will haveRestricted stock is an award of shares subject to a restriction period specified in the authorityaward. During the restriction period, the shares cannot be transferred and are subject to grant other forms of awards based on, payable in, or otherwise related in whole or in part to shares under the Omnibus Plan. Subject to the terms of the Omnibus Plan, the Company’ Compensationforfeiture. The Committee may determine whether the termsrestricted stock carries the rights to receive dividends and to vote the shares during the restriction period. Restricted stock units are similar to restricted stock except that the award takes the form of stock units instead of actual shares. The Committee will determine whether the restricted stock units may be settled in cash or shares and whether during the restriction period, a holder of restricted stock units may be paid cash (dividend equivalents) that are equal in timing and amount to share dividends. Restricted stock units will not have voting or other shareholder rights.
Performance Share Awards. Performance share awards provide a right to receive shares in the future conditioned upon the attainment of specified performance objectives within a specified period and any other conditions, of any such other stock-based awards. The numberrestrictions and type of shares to be distributed in lieu of the cash compensation applicable to any award as well as the terms and conditions of any bonus awards arecontingencies determined by the Company’ Compensation Committee.
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Termination The extent of Service. The Company’s Compensation Committee will have the discretion to determinesuccessful attainment of the impactperformance criteria determines the number of any participant’s termination of service upon any unvested awards, to include instances in which the participant terminates service due to retirement, death or disability.  Under the Omnibus Plan these provisionsshares that will be addressed indistributed to the separate award agreementsparticipant. Performance measurement may be based on overall Company, business unit or divisional performance and/or on relative performance as opposed to within the Omnibus Plan.compared with that of other publicly traded companies.
 
Adjustments. The Company’s Compensation Committee may make appropriate adjustments in the number of shares available under the Omnibus Plan and the number of shares receivable and exercise price or other consideration payable by a participant pursuant to an award in order to reflect any stock split, stock dividend, recapitalization, reorganization, consolidation, merger, combination or exchange of shares, distribution to shareholders, liquidation, dissolution or other similar event.
 
Change in Control. Upon a change in control as defined in the Omnibus Plan, all outstanding stock options automatically become fully exercisable, all restricted share awards automatically become fully vested, and SARs automatically become fully vested and fully exercisable.
Amendment/Limitations on Amendments. The Company’s Board of Directors may terminate or amend the Omnibus Plan without participant or shareholder approval, except that shareholder approval is required for any amendment that would require shareholder approval under the rules of the NYSEstock exchange on which the common stock is then listed, or would be necessary in order for the Omnibus Plan or an awardawards to comply with Section 162(m) of the Code, Section 422 of the Internal Revenue Code, or as otherwise maywould be required by applicable rulelaw or regulation. No option
Change in Control. Upon a change in control of the Company, all outstanding stock options and SARs automatically become fully vested and exercisable, all restricted share awards automatically become fully vested, and performance share awards provide for payout assuming achievement of 100% of the performance objective and a prorated payout of shares based on the number of months that have elapsed from the beginning of the performance period to the date of the change in control as a percentage of the number of months in the entire performance period. A change in control is defined as a sale of substantially all the assets of the Company or SAR may be canceledthe merger or consolidation of the Company that results in the Company’s shareholders prior to the transaction holding less than 50% of the voting power of the post-transaction company.
Award Grants in 2020. Prior to 2019, the Company granted 8,000 stock options which are currently outstanding and replaced with an option or SAR havingexercisable, and in 2019 granted no awards. As a lowerresult of the 1-for-100 reverse stock split on May 10, 2019, the Board of Directors adjusted the exercise price except in connection with a stock dividend, stock split or similar event as specified inand number shares exercisable from those outstanding options and adjusted the Omnibus Plan in ordernumber of shares subject to prevent dilution or enlargement of benefits intendedgrant and other limitations under the OmnibusPlan. In 2020 the Company has granted 180,100 shares of restricted stock, consisting of 26,507 shares to outside directors, 40,910 shares to executive officers, 97,683 shares to other employees, and 15,000 shares to consultants. If the Plan is approved by the Company’s shareholders, all of the grants in 2020 will be counted against the limitation of 2,000,000 total shares granted under the Plan.
 

Federal Income Tax Consequences
 
The following discussion generally summarizes certain federal income and employment tax consequences of the issuance and receipt of Omnibus Plan awards under the law asPlan in effect on the date of this Proxy Statement. The rules governing the tax treatment of such awards are complex, so the following discussion of tax consequences is necessarily general in nature and is not complete. In addition, statutory provisions and these rules are subject to change, as are their interpretations, and their application may vary in individual circumstances. This summarydiscussion does not purport to cover all federal income or employment tax consequences, or other federal tax consequences, associated with the Plan, nor does it address state, local, or non-U.S. taxes. The Omnibus Plan is not qualified under the provisions of Section 401(a) of the Code, and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974.Internal Revenue Code.
 
Incentive Stock Options SAR’s, Restricted Stock Unit Awards and Other Stock-Based Awards.(“ISOs”). A participant generallywho is not required to recognizegranted an ISO recognizes no income onupon the grant or the exercise of an option, SAR, restrictedthe ISO. However, the excess of the fair market value of the shares of common stock unit award, or other stock-based award. Instead, ordinary income generally is requiredsubject to be recognizedthe ISO on the date of exercise over the option or SARISO’s exercise price is exercised (but see ISO discussion below), oran item includible in the caseoptionee’s alternative minimum taxable income (unless the optionee exercises and sells the applicable underlying shares in the same year). If an optionee holds the common stock acquired upon exercise of restrictedthe ISO for at least two years from the date of grant of the ISO and at least one year following exercise (the “Statutory Holding Period”), the optionee’s gain, if any, upon a subsequent disposition of the common stock unit awards,is taxed as capital gain. If, however, an optionee disposes of the common stock before satisfying the Statutory Holding Period, then depending on additional facts (e.g., the amount realized in the applicable disposition, the fair market value of the common stock on the date of exercise of the ISO, and the ISO’s exercise price), part or other stock-based awards, uponall of the issuanceincome/gain or loss may be treated as taxable compensation income and/or as capital gain or loss. The Company is not entitled to any deduction regarding the grant or exercise of shares and/an ISO or the paymentoptionee’s subsequent disposition of cash pursuantthe shares acquired if the optionee satisfies the Statutory Holding Period. However, if the Statutory Holding Period is not satisfied, the Company is generally entitled to a deduction in the year the optionee disposes of the common stock in an amount equal to the termsoptionee’s compensation income.
Nonqualified Stock Options. Generally, a participant who is granted a stock option that is not an ISO recognizes no income upon grant of the award whenoption. At the award vests. In general,time of exercise, however, the amount of ordinaryoptionee generally recognizes compensation income required to be recognized is: (a) in the case of an option, an amount equal to the excess, if any, of the fair market value of the sharescommon stock on the exercise date over the exercise price; (b) in the case of a SAR, the fair market value of any shares or cash received upon exercise; and (c) in the case of restricted stock unit awards or other stock-based awards, the amount of cash and/or the fair market value of any shares received in respect thereof.
ISOs. When a participant is granted an ISO, or when the participant exercises the ISO, the participant will generally not recognize taxable income (except for purposes of alternative minimum tax). If the participant holds the shares for at least two years from the date of grant, and one year from the date of exercise thenover the exercise price. This income is subject to income and employment tax withholding by the Company, which is generally entitled to an income tax deduction corresponding to the compensation income recognized by the optionee. When an optionee disposes of common stock received upon exercise, the optionee will recognize capital gain or loss equal to the difference between the sales proceeds received and the optionee’s basis in the stock sold. The Company will not receive a deduction for any capital gain recognized by the optionee. The capital gain or loss will be treated as long-term capital gain or loss. If,if the common stock has been held for more than one year from the date of exercise.
Stock Appreciation Rights (“SARs”). A participant who is granted a SAR recognizes no income upon grant of the SAR. At the time of exercise, however, the shares are disposed of during this period, the option will be treated as a non-qualified stock option, and the participant will recognize ordinarygenerally recognizes compensation income equal to the lesser ofany cash received and the fair market value of any common stock received. This income is subject to income and employment tax withholding by the shares onCompany, which is generally entitled to an income tax deduction corresponding to the exercise date minuscompensation income recognized by the exercise price or the amount realized on disposition minus the exercise price.participant.
 
Restricted Stock AwardsAwards.. Unless Generally, restricted stock awards are subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Internal Revenue Code. A participant who receives an award ofis granted restricted stock makesthat is subject to such a substantial risk of forfeiture may make an election under Section 83(b) of the Internal Revenue Code as described below,(a “Section 83(b) Election”) to have the fair market value of the common stock (minus any amount paid by the participant generally is not required to recognize ordinaryfor the stock) taxed as compensation income at the timedate of grant. Any future appreciation (or depreciation) in the value of the awardcommon stock is taxed as capital gain (or loss) upon a subsequent sale of restricted stock. Instead,the stock, with the holding period commencing on the date theof grant. If a participant does not make a Section 83(b) Election, then as shares vest, (i.e., become transferable and no longer subject to forfeiture), the participantthey will be required to recognize ordinarytaxed as compensation income on the vesting date in an amount equal to the excess, iffair market value of such vesting common stock as of the vesting date (minus any amount paid by the participant for the vesting portion of the restricted stock). The participant’s basis in the common stock will be the amount of compensation income recognized (plus any amount paid by the participant for the restricted stock). Any future appreciation (or depreciation) in the value of the common stock is taxed as capital gain (or loss) upon a subsequent sale of the stock, with the holding period commencing on the vesting date. Any compensation income the participant recognizes from the grant of restricted stock is subject to income and employment tax withholding by the Company, which is generally entitled to an income tax deduction corresponding to the compensation income recognized by the participant.


Restricted Stock Units and Performance Share Awards. The grant of a performance share award or a restricted stock unit does not generate taxable income to a participant or an income tax deduction by the Company. Any cash and the fair market value of the sharesany common stock received as payout on such date over the amount, if any, paid for such shares. If a Section 83(b) election has not been made, any dividends received with respect to unvestedperformance share award or restricted stock unit will be treated asconstitute compensation that is taxable as ordinary income to the recipient. If a participant makes a Section 83(b) election within 30 days ofparticipant. The participant’s income is subject to income and employment tax withholding by the date of transfer of the restricted stock, the participant will recognize ordinaryCompany, which is generally entitled to an income on the date the shares are awarded. The amount of ordinary income required to be recognized is an amount equaltax deduction corresponding to the excess, if any, ofcompensation income recognized by the fair market value of the shares on the date of award over the amount, if any, paid for such shares. In such case, the participant will not be required to recognize additional ordinary income when the shares vest.
23
Gain or Loss on Sale or Exchange of Shares. In general, gain or loss from the sale or exchange of shares granted or awarded under the Omnibus Plan will be treated as capital gain or loss, provided that the shares are held as capital assets at the time of the sale or exchange.participant.
 
Deductibility byPayment of Withholding Taxes. The Company has the Company. To the extent thatright to withhold or require a participant recognizes ordinary income in the circumstances described above, the Company will be entitled to a corresponding deduction, provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Code (see “Performance Based Compensation” below).
Performance Based Compensation. In general, under Section 162(m) of the Code, remuneration paid by a public corporation to certain “covered employees” is not deductible to the extent it exceeds $1 million for any year. Taxable payments or benefits under the Omnibus Plan may be subject to this deduction limit. However, under Section 162(m) of the Code, qualifying performance-based compensation, including income from share options, SAR's and other performance-based awards that are made under shareholder-approved plans and that meet certain other requirements, are generally exempt from the deduction limitation. The Omnibus Plan has been designed so that the Board in its discretion may grant qualifying exempt “performance-based” compensation under the Plan. We believe that awards intended and structured as such by the Board will meet the requirements for “performance-based” compensation under Section 162(m) of the Code, and that the amount of ordinary income to the participant with respect to such awards generally will be allowed as a deduction for federal income tax purposes to the Company. However, there is no guarantee that awards will be viewed as so qualifying by the Internal Revenue Service.  Other awards that may be subject to the attainment of performance measures but that do not meet the requirements of Section 162(m) of the Code will not qualify as “performance-based” compensation and, in such event, would be subject to deduction restrictions of Section 162(m) of the Code.
Withholding. Awards under the Omnibus Plan may be subject to tax withholding. When an award results in income subject to withholding, we may require the participant to remit the withholding amount to the Company or cause our shares to be withheld from issuance or sold in orderan amount sufficient to satisfy any federal, state, local, or foreign withholding tax requirements on any grant, exercise, or disposition, as applicable, of common stock under the tax withholding obligations.Plan.
 
Section 409A. Section 409A Compliance.of the Internal Revenue Code establishes tax rules applying to “nonqualified deferred compensation plans.” The Omnibusfailure of an award under the Plan to comply with, or to qualify for an exemption from, Section 409A could result in significant adverse tax results to the award recipient, including immediate taxation upon vesting, a 20% additional tax penalty on the value of the nonqualified deferred compensation, and each award thereunder isthe imposition of an interest charge. The provisions of the Plan are intended to meetcomply with the applicable requirements of Section 409A, ofand the Code and will be construed and interpreted in accordance with such intent.  Section 409A of the Code generally provides that if a deferred compensation plan or arrangement does not comply with the requirements of Sections 409A of the Code relating to distributions of benefits, prohibitions on acceleration of payment, and timing of deferral elections, then the compensation payable under such plan or arrangement will be included in gross income in the first taxable year of the recipient in which the compensation is not subject to a substantial risk of forfeiture. Failure to comply with Section 409A of the Code may also result in an additional 20% tax to the recipient of the Award and interest on underpayment of tax at a higher than normal rate.  It is the intent of the Company thatCommittee intends for awards under the Omnibus Plan willto be structured and administered in a manner that either compliescompliance with or is(or exempt from the requirements offrom) Section 409A ofand for the Code.  If any Omnibus Plan provision or award under the Omnibus Plan would result in the imposition of an applicable tax under Section 409A of the Codeto be so interpreted and related regulations and Treasury pronouncements, that Omnibus Plan provision or award may be reformed to avoid imposition of the applicable tax and no action taken to comply with Section 409A of the Code shall be deemed to adversely affect the participant’s rights to an award.administered.
 
Forfeiture Events, Clawback.  UnderVote Required to Approve the Omnibus Plan and subject to shareholder approval, awards granted under the Omnibus Plan are subject to clawback, forfeiture or similar requirements to the extent required by applicable law, consistent with the Company’ corporate policy regarding the same.
 
 Approval of the Plan requires the affirmative vote for approval by holders of a majority of the outstanding shares of common stock. Each share of common stock is entitled to one vote. Abstentions and broker non-votes will have the same effect as voting against approval of the Plan. If a shareholder executes and returns a proxy, but does not specify how the shares represented by such shareholder’s proxy are to be voted, the shares will be voted FOR approval of the Plan.
The Board of Directors recommends a vote “FOR”“FOR” approval of the Omnibus Plan.Plan.
 
24

PROPOSAL SIX

Item 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION
 
Wound Management asks that you indicateThe Company is soliciting your support forresponse of approval of the following resolution of the executive compensation paid to our executive compensation policies and practicesofficers as described above under “Director and Executive Officer“Executive Compensation” above, as required by Item 402rules of Regulation S-K.the Securities and Exchange Commission. Your vote on this matter is advisory only and will not be binding on the Board of Directors; however,Directors. However, the Board of Directors will review the voting results of shareholders and take themthat into consideration when making future decisions regarding executive compensation.
 
The Compensation Committee is responsible for executiveRESOLVED, that the compensation and workspaid to structure a compensation plan that reflects Wound Management’s underlying compensation philosophy of aligning the interests of ourCompany’s executive officers with those of our shareholders.  Key elementsas disclosed in the sections of this philosophy are:proxy statement entitled “Executive Compensation” and “Approval of Restated 2014 Stock Incentive Plan—Description of Plan,” in accordance with the rules of the Securities and Exchange Commission, is hereby APPROVED.
 
●  Establishing compensation plans that deliver base salaries which are competitive with companies in our industry.
●  Rewarding outstanding performance particularly where such performance is reflected by achieving budget goals with respect to Wound Management’s Net Income and Cash Flow Return on Net Assets.
●  Providing equity-based incentives to ensure motivation over the long-term to respond to Wound Management’s business challenges and opportunities as owners rather than just as employees.
●  Link executive pay to measures that drive shareholder value.
●  Support our business strategies.
The Board of Directors recommends a vote “FOR” the following resolution:
RESOLVED: That the shareholders approve, on an advisory basis, the compensation of Wound Management’s executive officers named in the Summary Compensation Table, as disclosed in this proxy statement pursuant to the executive compensation disclosure rules“FOR” approval of the Securities and Exchange Commission, which disclosure includes the compensation tables and otheradvisory vote on executive compensation disclosures and related material set forth in this proxy statement.compensation.
 

25
PROPOSAL SEVEN

Item 4. FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
 

The Dodd-Frank Wall Street ReformFederal legislation and Consumer Protection Act requires usrules of the Securities and Exchange Commission require the Company to providesubmit to shareholders for an advisory shareholder vote to determine how often we should present to presentshareholders the advisory shareholder vote to approve the compensation of our named executive officers (the “say-on-pay vote”). We must solicit your advisory vote on executive compensation as we are doing this year in Item 3, above. We are required to solicit your vote on whether to have the say-on-payadvisory vote by shareholders on the Company’s payment of executive compensation should be every 1, 2, or 3 years. ShareholdersEach shareholder may vote as toon whether the say-on-payCompany should submit to shareholders the advisory vote should occuron executive compensation each year, every 1, 2other year, or 3every three years, or of course you may abstain from voting on the matter.voting. The frequency (every 1,number of years (1, 2 or 3 years)3) that receives the highest number ofmost votes will be deemed to be the majority choice of the shareholders.


We value
Decisions by the opinionBoard of our shareholders and welcome communication regarding ourDirectors on executive compensation policies and practices. After taking into account various considerations described below, we believe that a triennial vote will provide shareholders with the ability to express their views on our executive compensation policies and practices while providing us with an appropriate amount of time to consult with our shareholders and to consider their input.

Our executive compensation is administered by our Compensation Committee, as described in this Proxy Statement. Compensation decisions are complex and take into account many factors that are weighed by the Board each year, including Company operational and financial performance, individual performance, and compensation levels of executives in companies of approximately the same size that compete with respectthe Company or are otherwise in the same industry. The Board must also determine and weigh the appropriate methods and types of compensation that reward short term performance and that also incentivize longer-term performance to our named executive officers, are disclosed in our proxy statement. We believebenefit shareholders.
The Board of Directors believes that establishing a three-year time framefrequency of three years for holding shareholder advisory votes on executive compensation will both enhance shareholder communication and provideis the Compensation Committee time to consider, engage with and respond to shareholders’ expressed concerns or other feedback. In addition, we also believe that a triennial voteappropriate period. A 3-year period is consistent with our long-termthe Company’s longer-term business strategy and givesallows the Compensation Committee sufficientBoard time to measure long-term performance.evaluate the Company’s results and experience with its executive compensation policy and to consider shareholders’ response and feedback.

Although asthis is an advisory vote this proposal isand not binding upon Wound Management or itson the Company, the Board of Directors the Board will carefully consider the shareholder vote on this matter.of shareholders.

While you have the opportunity to vote for every 1, 2 or 3 years, or abstain from voting on the frequency of future say-on-pay votes, theThe Board of Directors recommends that youa vote for“FOR” a frequency of every  3 years.

26
CODE OF ETHICS
We adopted a Code of Ethics and Business Conduct that addresses responsibilities regarding honest and ethical conduct, the preparation and quality of the disclosures in documents and reports we file with the SEC, and compliance with applicable laws, rules, and regulations. It is posted on our website at http://woundmanagementtechnologies.com under the “Corporate Governance” tab in the “Investor Relations” section. A printed copy is available to any shareholder upon request. Requests for documents must be in writing and directed to Wound Management’s Secretary at the address indicated on the cover page of this proxy statement.
 

SHAREHOLDER PROPOSALS FOR 2015 WOUND MANAGEMENT ANNUAL MEETING
In order to be included in the proxy material for the 2015 Annual Meeting, Wound Management must receive eligible proposals from shareholders intended to be presented at the annual meeting on or before June 6, 2015, directed to the Wound Management Secretary at the address indicated on the first page of this proxy statement.
According to our Amended and Restated Bylaws, Wound Management must receive timely written notice of any shareholder nominations and proposals to be properly brought before the 2015 Annual Meeting.  To be timely, such notice must be delivered to the Wound Management Secretary at the principal executive offices set forth on the first page of this proxy statement between June 6, 2015 and the close of business on July 6, 2015.
The written notice must set forth, as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (A) the name and address of such shareholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, (B) the class or series and number of shares of the Corporation that are owned beneficially and of record by such shareholder and such beneficial owner, if any, as of the date of such notice (which information shall be supplemented by such shareholder and beneficial owner not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), and (C) any other information relating to such shareholder and beneficial owner that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act.
The notice must set forth, as to each person, if any, whom the shareholder proposes to nominate for election or reelection as a director: (A) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (B) a description of all direct and indirect compensation and other monetary agreements, arrangements and understandings during the past three years, and any other relationships, between or among such shareholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting on concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant.
With respect to each nominee for election or reelection to the Board of Directors, the notice must include the completed and signed questionnaire, representation and agreement required by the Corporation’s bylaws.  The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee.
If the notice relates to any business other than a nomination of a director or directors that the shareholder proposes to bring before the meeting, the notice must set forth (A) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such shareholder and beneficial owner, if any, in such business, and (B) a description of all agreements, arrangements and understandings between such shareholder and beneficial owner and any other person or persons (including their names) in connection with the proposal of such business by such shareholder.
27
OTHER MATTERS
 
NoOther Business at the 2020 Annual Meeting
The Board of Directors is not aware of any business to be presented for consideration at the annual meeting other than thethose matters set forthdescribed in this proxy statement is expected tostatement. If any other business should properly come before the meeting, but should any other matters requiring a shareholder’s vote arise, including a question of adjourning the meeting,however, it is intended that the persons named in the accompanying proxy card will vote thereon according toon those matters in accordance with their best judgment in the interests of Wound Management.  If a nominee for office of director should withdraw or otherwise become unavailable for reasons not presently known, the persons named as proxies may vote for another person in his place in what they consider the best interests of Wound Management.judgment.
 
UponSubmission of Shareholder Proposals for the written request2021 Annual Meeting of any person whoseShareholders
Shareholder proposals intended to be presented pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 for inclusion in our proxy is solicited hereunder, Wound Management will furnish without charge to such person a copystatement and accompanying proxy card for our 2021 annual meeting of its annual reportshareholders must be received at our principal executive office in Fort Worth, Texas on or before December 15, 2020, and must meet the requirements of Rule 14a-8.
Annual Report on Form 10-K
Our 2019 Annual Report on Form 10-K for the year ended December 31, 2019 with audited financial statements as filed with the Securities and Exchange Commission on Form 10-K, including financial statements and schedules thereto, for the fiscal year ended December 31, 2013.  Suchaccompanies this proxy statement. Additional copies will be furnished to our shareholders upon written request is to be directed to Investor Relations, 16633 Dallas Parkway,to: Corporate Secretary, Sanara MedTech Inc., 1200 Summit Ave., Suite 250, Addison,414, Fort Worth, Texas 75001.76102.
 
By Order of the Board of Directors
Mandy Muse
SECRETARY
Addison, Texas
July 13, 2014

28
Appendix A

CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
WOUND MANAGEMENT TECHNOLOGIES, INC.

Pursuant to Section 3.053 of the Texas Business Organizations Code (the “TBOC”), Wound Management Technologies, Inc., a corporation formed and existing under the laws of the state of Texas (the “Corporation”), does hereby certify:

1.           The filing number issued to the Corporation by the Secretary of State of the State of Texas is 800036706, and its original date of formation is December 14, 2001.

2.           The Articles of  Incorporation in effect on the date hereof are hereby amended by replacing ARTICLE FOUR in its entirety as follows:

ARTICLE FOUR

The aggregate number of shares of capital stock that the corporation will have authority to issue is two hundred fifty-five million (255,000,000), two hundred fifty million (250,000,000) of which will be shares of Common Stock having a par value of $.001 per share, and five million (5,000,000) of which will be shares of preferred stock having a par value of $10 per share.

Preferred stock may be issued in one or more series as may be determined from time to time by the Board of Directors. All shares of any one series of preferred stock will be identical except as to the date of issueDirectors
Michael D. McNeil
Chief Financial Officer
   and the dates from which dividends on shares of the series issued on different dates will cumulate, if cumulative. Authority is hereby expressly granted to the Board of Directors to authorize the issuance of one or more series of preferred stock, and to fix, by resolution or resolutions providing for the issuance of such series the voting powers, designations, preferences, and relative, participating, optional, redemption, conversion, exchange or other special rights qualifications, limitations or restrictions of such series, and the number of shares in each series, to the full extent now or hereafter permitted by law.Secretary
Fort Worth, Texas
June 25, 2020

3.           The amendment has been approved in the manner required by the TBOC and the governing documents of the Corporation.

4.           The amendment shall be effective upon filing this Certificate of Amendment with the Secretary of State of Texas.

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.


SIGNED AND DATED this ____ day of August, 2014.EXHIBIT A
 
WOUND MANAGEMENT TECHNOLOGIES, INC.
By:/s/ 
Name: 
Title: 


A-1


Appendix B

Omnibus Plan


WOUND MANAGEMENT TECHNOLOGIES,SANARA MEDTECH INC.
RESTATED 2014 OMNIBUS LONG TERM INCENTIVE PLAN
______, 2014February 10, 2020
 
ARTICLE 1
General Purpose of Plan; Definitions
 
1.1 Name and PurposesPurposes..  The name of this plan is the Wound Management Technologies,Sanara MedTech Inc. 2014 Omnibus Long Term Incentive Plan. The purpose of this Plan is to enable Wound Management Technologies,Sanara MedTech Inc. and its Affiliates to: (i) attract and retain skilled and qualified officers, employees and Directors who are expected to contribute to the Company’s success by providing long-term incentive compensation opportunities competitive with those made available by other companies; (ii) motivate participants to achieve the long-term success and growth of the Company; (iii) facilitate ownership of shares of the Company; and (iv) align the interests of the participants with those of the Company’s Shareholders.
 
1.2 Certain DefinitionsDefinitions..  Unless the context otherwise indicates, the following words shall have the following meanings whenever used in this Plan:
 
“Affiliate”Affiliate” means any corporation, partnership, joint venture or other entity, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Company within the meaning of Section 414(b) or (c) of the Code.
 
“Award”Award” means any Common Share, Stock Option, Stock Appreciation Right, Restricted Share, Restricted Share Unit or Performance Share granted pursuant to this Plan.
 
“Base ValueValue”” is defined in Section 7.3.
 
“Beneficial OwnerOwner”” means a“beneficial owner,”,” as such term is defined in Rule 13d-3 under the Exchange Act (or any successor rule thereto).
 
“Board”Board” means the Board of Directors of the Company.
 
“Change in ControlControl”” is defined in Section 12.1.
 
“Code”Code” means the Internal Revenue Code of 1986, as amended from time to time, and lawful regulations and guidance promulgated thereunder. Whenever reference is made to a specific Internal Revenue Code section, such reference shall be deemed to be a reference to any successor Internal Revenue Code section or sections with the same or similar purpose.
 
“Committee”Committee” means the entity administering this Plan as provided in Section 2.1.
 
“Common SharesShares”” means shares of common stock of the Company, par value $0.001 per share.
 
“Company”Company” means Wound Management Technologies,Sanara MedTech Inc., a corporation organized under the laws of the State of Texas and, except for purposes of determining whether a Change in Control has occurred, any corporation or entity that is a successor to Wound Management Technologies,Sanara MedTech Inc. or substantially all of the assets of Wound Management Technologies,Sanara MedTech Inc. and that assumes the obligations of Wound Management Technologies,Sanara MedTech Inc. under this Plan by operation of law or otherwise.
 
“Date of GrantGrant”” means the date on which the Committee grants an Award.
 
“Director”Director” means a member of of the Board.
 
B-1
“Disability”Disability” shall be defined in the Award agreements, as necessary.


 
“Eligible Director” is defined in Section 4.1.
“Employment”Employment” as used herein shall be deemed to refer to (i) a participant’s employment if the participant is an employee of the Company or any of its Affiliates, (ii) a participant’s services as a consultant, if the participant asis a consultant to the Company or its Affiliates and (iii) a participant’s services as a non-employee director, if the participant is a non-employee member of the Board; provided that, for any Award that is or becomes subject to Section 409A of the Code, termination of Employment means a“separation from service”service” under Section 409A of the Code.
 
“Exchange ActAct”” means the Securities Exchange Act of 1934, as amended from time to time, and any lawful regulations and guidance promulgated thereunder. Whenever reference is made to a specific Securities Exchange Act of 1934 section, such reference shall be deemed to be a reference to any successor section or sections with the same or similar purpose.
 
“Exercise PricePrice”” means the purchase price of a Share pursuant to a Stock Option.
 
“Fair Market ValueValue”” means: (i) if the Common Shares are listed on a national securities exchange or quoted in an interdealer quotation system, the last sales price or, if unavailable, the average of the closing bid and asked prices per Share on such date (or, if there was no trading or quotation of the Common Shares on such date, on the next preceding date on which there was trading or quotation); or (ii) if the Common Shares are not listed on a national securities exchange or quoted in an interdealer quotation system, the“Fair Market ValueValue”” of Common Shares shall be determined by the Committee in a reasonable manner pursuant to a reasonable valuation method. Notwithstanding anything to the contrary in the foregoing, as of any date, the“Fair Market ValueValue”” of Common Shares shall be determined in a manner consistent with avoiding adverse tax consequences under Code Section 409A. In addition,“Fair Market ValueValue”” with respect to ISOs and related SARs shall be determined in accordance with Section 6.2(f).
 
“Full-Value AwardsAwards”” means Restricted Share Awards, Restricted Share Unit Awards, Performance Share Awards and Common Share Awards.
 
“Incentive Stock OptionOption”” and“ISO”ISO” mean a Stock Option which meets the requirements of Section 422 of the Code.
 
“Non-Qualified Stock OptionOption”” and“NQSO”NQSO” mean a Stock Option that does not meet the requirements of Section 422 of the Code.
 
“Outside DirectorDirector”” means a Director who meets the definitions of the terms“outside director” used in Section 162(m) of the Code, “independent directordirector”” set forth in The Nasdaq Stock Market, Inc. rules, and“non-employee directordirector”” set forth in Rule 16b-3, or any successor definitions adopted by the Internal Revenue Service, The Nasdaq Stock Market, Inc. and Securities and Exchange Commission, respectively, and similar requirements under any other applicable laws, rules and regulations.
 
“participant”Parentis defined in Section 4.1.”
“Parent”means any corporation which qualifies as a“parent corporationcorporation”” of the Company under Section 424(e) of the Code.
 
“Performance PeriodPeriod”” is defined in Section 8.4(g).
 
“Performance SharesShares”” means any Shares issued pursuant to an Award granted under Article 9.
 
“Permitted Holder” means as of the date of determination, any participant in an employee benefit plan (or trust forming a part thereof) maintained by (i) the Company or its Affiliates or (ii) any corporation or other Person of which a majority of its voting power of its voting equity securities or equity interest is owned, directly or indirectly, by the Company.
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“person”Person” means a“person”, as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.
 
“Plan”Plan” means this Wound Management Technologies,Sanara MedTech Inc. 20102014 Omnibus Long Term Incentive Plan, as amended from time to time.
 
“Plan YearYear”” means the calendar year.


 
“Restricted Share UnitsUnits”” means Shares issued by the Company pursuant to an Award granted under Article 8 that will be issued to a participant at a future time or times at no cost or at a purchase price determined by the Committee, which may be below their Fair Market Value, if continued Employment continued directorship and/or other terms and conditions specified by the Committee are satisfied.
 
“Restricted SharesShares”” means Shares which are issued by the Company pursuant to an Award granted under Article 8 to a participant at no cost or at a purchase price determined by the Committee which may be below their Fair Market Value but which are subject to forfeiture and restrictions on their sale or other transfer by the participant.
 
“Retirement”Retirement” shall be defined in the Award agreements, as necessary.
 
“Rule 16b-316b-3”” is defined in Article 17.
 “Section 162(m) Person” means, for any taxable year, a person who is a “covered employee” under Section 162(m)(3) of the Code.
 
 “Share”or“Shares”Share” or “Shares” mean one or more of the Common Shares.
 
“Shareholder”Shareholder” means an individual or entity that owns one or more shares of stock of the Company, including Common Shares.
 
“Stock Appreciation RightsRights”” and“SARs”SARs” mean any right pursuant to an Award granted under Article 7.
 
“Stock OptionOption”” means a right to purchase a specified number of Shares at a specified price which is granted pursuant to Article 5; such right may be an Incentive Stock Option or a Non-Qualified Stock Option.
 
“Stock PowerPower”” means a power of attorney executed by a participant and delivered to the Company which authorizes the Company to transfer ownership of Restricted Shares, Performance Shares or Common Shares from the participant to the Company or a third party.
 
“Subsidiary”Subsidiary” means any corporation which qualifies as a “subsidiary corporation” of the Company under Section 424(f) of the Code.
 
“Vested”Vested” means, with respect to a Common Share, when the Common Share has been awarded; with respect to a Stock Option, when the Stock Option first becomes exercisable; with respect to a Stock Appreciation Right, when the Stock Appreciation Right first becomes exercisable; with respect to Restricted Shares, when the Shares are no longer subject to forfeiture and restrictions on transferability; with respect to Restricted Share Units and Performance Shares, when the unitsRestricted Share Units or Performance Shares are no longer subject to restrictions and forfeiture and are convertible to, or replaceable with, Shares.“Vest”Vestand” and “Vesting”Vesting” shall have correlative meanings.
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ARTICLE 2
Administration
 
2.1 Authority and Duties of the Committee.Committee.
 
(a) The Plan shall be administered by a Committee of at least two Directors who are appointed by the Board. Unless otherwise determined by the Board, the Compensation Committee of the Company shall serve as the Committee that will administer the Plan, and all of the members of the Committee shall be Outside Directors. Notwithstanding this requirement that the Committee consist exclusively of Outside Directors, no action or determination by the Committee or an individual then considered to be an Outside Director shall be deemed void because it is discovered that a member of the Committee or such individual fails to satisfy the requirements for being an Outside Director, except to the extent required by applicable law. In the event that the Committee shall not have been appointed by the Board, the Plan shall be administered by the Board, which shall exercise all rights, powers and authority granted to the Committee under this Plan.
 


(b) The Committee has the power and authority to grant Awards pursuant to the terms of this Plan to officers, employees, consultants and EligibleOutside Directors.
 
(c) The Committee has the sole and exclusive authority, subject to any limitations specifically set forth in this Plan, to:
 
(i)
select the officers, employees, consultants and Eligible Directors to whom Awards are granted;
select the officers, employees, consultants and Outside Directors to whom Awards are granted;
(ii)  determine the types of Awards granted and the timing of such Awards;
(iii)  determine the number of Shares to be covered by each Award granted hereunder;
(iv)  
determine whether an Award is, is intended to be, or shall remain, “performance-based compensation” within the meaning of Section 162(m) of the Code;
(v)  determine the other terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder; such terms and conditions include, but are not limited to, the Exercise Price, the time or times when Stock Options or Stock Appreciation Rights may be exercised (which may be based on performance objectives), any Vesting, acceleration or waiver of forfeiture restrictions, any performance criteria (including any performance criteria as described in Section 162(m)(4)(C) of the Code) applicable to an Award, and any restriction or limitation regarding any Option or Stock Appreciation Right or the Common Shares relating thereto, based in each case on such factors as the Committee, in its sole discretion, shall determine;
(vi)  determine whether any conditions or objectives related to Awards have been met, including any such determination required for compliance with Section 162(m) of the Code;
(vii)  subsequently modify or waive any terms and conditions of Awards, not inconsistent with the terms of this Plan;
(viii)  adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it deems advisable from time to time;
(ix)  promulgate such administrative forms as they from time to time deem necessary or appropriate for administration of the Plan;
 
(ii)
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determine the types of Awards granted and the timing of such Awards;
 
(iii)
(x)  construe, interpret, administer and implement the terms and provisions of this Plan, any Award and any related agreements;
determine the number of Shares to be covered by each Award granted hereunder;
 
(xi)  correct any defect, supply any omission and reconcile any inconsistency in or between the Plan, any Award and any related agreements;
(iv)
determine the other terms and conditions, not inconsistent with specific requirements of this Plan, of any Award granted hereunder; such terms and conditions include, but are not limited to, the Exercise Price, the time or times when Stock Options or Stock Appreciation Rights may be exercised (which may be based on performance objectives), any Vesting, acceleration or waiver of forfeiture restrictions, any performance criteria applicable to an Award, and any restriction or limitation regarding any Option or Stock Appreciation Right or the Common Shares relating thereto, based in each case on such factors as the Committee, in its sole discretion, shall determine;
 
(xii)  prescribe any legends to be affixed to certificates representing Shares or other interests granted or issued under the Plan; and
(v)
determine whether any conditions or objectives related to Awards have been met;
 
(xiii)  otherwise supervise the administration of this Plan.
(vi)
subsequently modify or waive any terms and conditions of Awards, not inconsistent with the terms of this Plan;
(vii)
adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it deems advisable from time to time;
(viii)
promulgate such administrative forms as they from time to time deem necessary or appropriate for administration of the Plan;
(ix)
construe, interpret, administer and implement the terms and provisions of this Plan, any Award and any related agreements;
(x)
correct any defect, supply any omission and reconcile any inconsistency in or between the Plan, any Award and any related agreements;
(xi)
prescribe any legends to be affixed to certificates representing Shares or other interests granted or issued under the Plan; and
(xii)
otherwise supervise the administration of this Plan.
 
(d) All decisions made by the Committee pursuant to the provisions of this Plan are final and binding on all persons, including the Company, its Shareholders and participants, but may be made by their terms subject to ratification or approval by, the Board, another committee of the Board or Shareholders.
 
(e) The Company shall furnish the Committee and its delegates with such clerical and other assistance as is necessary for the performance of the Committee’s duties under the Plan.
 
2.2 Delegation of DutiesDuties..  The Committee may delegate ministerial duties to any other person or persons, and it may employ attorneys, consultants, accountants or other professional advisers for purposes relating to plan administration at the expense of the Company.
 
2.3 Limitation of LiabilityLiability..  Members of the Board, members of the Committee and Company employees who are their designees acting under this Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for grossly negligent or willful misconduct in the performance of their duties hereunder.


 
ARTICLE 3
Stock Subject to Plan
 
3.1 Total Shares LimitationLimitation..  Subject to the provisions of this Article, the maximum number of Shares that may be issued pursuant to Awards granted under this Plan is 15,000,000,2,000,000, which may be treasury Shares or unissued Shares.
 
3.2 Other Limitations.Limitations.
 
(a) Stock Option LimitationsLimitations..  The maximum number of Shares available with respect to all Stock Options granted under this Plan is 15,000,0002,000,000 Shares. The maximum number of Shares available with respect to ISOs granted under this Plan is 5,000,0001,000,000 Shares.
 
(b) Full-Value LimitationsLimitations..  The maximum number of Shares available with respect to Full-Value Awards granted under this Plan is 15,000,0002,000,000 Shares.
 
(c) Participant LimitationLimitation..  The aggregate number of Shares underlying all Awards granted under this Plan to any participant in any Plan Year (including but not limited to Awards of Options and SARs), regardless of whether such Awards are thereafter canceled, forfeited or terminated, shall not exceed 500,000100,000 Shares. The foregoing annual limitation is intended to include the grant of all Awards including, but not limited to, Awards representing “performance-based compensation” as described in Section 162(m)(4)(C) of the Code.
 
3.3 Awards Not Exercised; Effect of Receipt of SharesShares..  If any outstanding Award, or portion thereof, expires, or is terminated, canceled or forfeited, the Shares that would otherwise be issuable with respect to the unexercised portion of such expired, terminated, canceled or forfeited Award shall be available for subsequent Awards under this Plan. If (i) the Exercise Price of a Stock Option is paid in Shares, (ii) Shares underlying the exercised portion of an SAR are not issued upon exercise of the SAR, (iii) Shares are withheld to satisfy an individual participant’s tax obligations or (iv) Shares are repurchased by the Company on the open market with respect to Awards under this Plan, the Shares received, not issued, withheld or repurchased by the Company in connection therewith shall not be added to the maximum aggregate number of Shares which may be issued under Section 3.1.
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3.4 Dilution and Other AdjustmentsAdjustments..  If the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, redesignation, reclassification, merger, consolidation, liquidation, split-up, reverse split, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Committee may, in such manner as it deems equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) which thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards, (iii) the limitations set forth above and (iv) the purchase or Exercise Price or any performance objective with respect to any Award; provided, however,, that the number of Shares or other securities covered by any Award or to which such Award relates is always a whole number. Notwithstanding the foregoing, unless otherwise determined by the Committee, the foregoing adjustments shall be made in conformity with: (i)(I) Sections 422 and 424 of the Code with respect to ISOs; (ii)(II) Treasury Department Regulation Section 1.424-1 (and any successor)successor thereto) with respect to NQSOs, applied as if the NQSOs were ISOs; (iii)and (III) Section 409A of the Code, to the extent necessary to avoid its application or avoid adverse tax consequences thereunder; and (iv) Section 162(m) of the Code with respect to Awards granted to Section 162(m) Persons that are intended to be “performance-based compensationthereunder.,” unless specifically determined otherwise by the Committee.
 
ARTICLE 4
ParticipantsParticipants; Award Agreements
 
4.1 EligibilityEligibility..  Officers, all other active common law employees of the Company or any of its Affiliates, consultants and Outside Directors (each an “Eligible Director”) who are selected by the Committee in its sole discretion are eligible to participate in this Plan.Plan (individually, a“participant”).
 
4.2 Award AgreementsAgreements..  Awards are contingentEach Award granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee, and by a written agreement dated as of the Date of Grant and executed by the Company and by the appropriate participant. Each Award is conditioned upon the participant’s execution of a written agreement in athe form prescribed by the Committee. Execution of an Award agreement shall constitute (i) the participant’s irrevocable agreement to, and acceptance of, the terms and conditions of the Award set forth in such agreement and of the terms and conditions of the Plan applicable to such Award.Award and (ii) the participant’s agreement to pay to the Company when due the amount of any required tax withholding as provided in Article 16. Award agreements may differ from time to time and from participant to participant.


 
ARTICLE 5
Stock Option Awards
 
5.1 Option GrantGrant..  Each Stock Option may be granted under this Plan will be evidenced by minutesas a Non-Qualified Stock Option or an Incentive Stock Option and, if a Non-Qualified Stock Option, either independently or in conjunction with the grant of a meeting, or by a unanimous written consent without a meeting, of the Committee, and by a written agreement dated as of the Date of Grant and executed by the Company and by the appropriate participant.an SAR.
 
5.2 Terms and Conditions of GrantsGrants..  Stock Options granted under this Plan are subject to the following terms and conditions and may contain such additional terms, conditions, restrictions and contingencies with respect to exercisability and with respect to the Shares acquired upon exercise as may be provided in the relevant agreement evidencing the Stock Options, as the Committee deems desirable, so long as such terms and conditions are not inconsistent with the terms of this Plan:
 
(a)           Exercise PricePrice..  Subject to Section 3.4, the Exercise Price will never be less than 100% of the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstanding Stock Option may reduce the Exercise Price to less than 100% of the Fair Market Value of the Shares on the Date of Grant.
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(b) Option TermTerm..  Any unexercised portion of a Stock Option granted hereunder shall expire at the end of the stated term of the Stock Option. The Committee shall determine the term of each Stock Option at the time of grant, which term shall not exceed ten years from the Date of Grant. The Committee may extend the term of a Stock Option, in its discretion, but not beyond the date immediately prior to the tenth anniversary of the original Date of Grant. If a definite term is not specified by the Committee at the time of grant, then the term is deemed to be ten years. Unless provided otherwise in an agreement evidencing the Stock Option or determined by the Committee, each Stock Option shall terminate upon the participant’s termination of Employment.
 
(c) VestingVesting.. Stock Options, or portions thereof, are exercisable at such time or times and on such conditions as determined by the Committee in its discretion at or after grant. If the Committee provides that any Stock Option becomes Vested over a period of time or on conditions, in its entirety or in installments, the Committee may waive or accelerate those Vesting provisions at any time.
 
(d) Method of ExerciseExercise.. Vested portions of any Stock Option may be exercised in whole or in part at any time during the option term by giving written notice of exercise to the Company specifying the number of Shares to be purchased. The notice must be given by or on behalf of a person entitled to exercise the Stock Option, accompanied by payment in full of the Exercise Price, along with the amount of any tax withholding pursuant to Article 16.withholding. Subject to the approval of the Committee, the Exercise Price may be paid:
 
(i)  in cash in any manner satisfactory to the Committee;
(i)
in cash in any manner satisfactory to the Committee;
 
(ii)  by tendering (by either actual delivery of Shares or by attestation) unrestricted Shares that are owned on the date of exercise by the person entitled to exercise the Stock Option having an aggregate Fair Market Value on the date of exercise equal to the applicable Exercise Price;
(ii)
by tendering (by either actual delivery of Shares or by attestation) unrestricted Shares that are owned on the date of exercise by the person entitled to exercise the Stock Option having an aggregate Fair Market Value on the date of exercise equal to the applicable Exercise Price;
 
(iii)  by a combination of cash and unrestricted Shares that are owned on the date of exercise by the person entitled to exercise the Stock Option;
(iii)
by a combination of cash and unrestricted Shares that are owned on the date of exercise by the person entitled to exercise the Stock Option;
 
(iv)  By delivery of irrevocable instructions to a broker to sell Shares obtained upon exercise of the Stock Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the Exercise Price for the Shares being purchased; and
(iv)
by delivery of irrevocable instructions to a broker to sell Shares obtained upon exercise of the Stock Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the Exercise Price for the Shares being purchased; and
 
(v)  by another method permitted by law and affirmatively approved by the Committee which assures full and immediate payment or satisfaction of the Exercise Price.
(v)
by another method permitted by law and affirmatively approved by the Committee which assures full and immediate payment or satisfaction of the Exercise Price.
 
The Committee may withhold its approval for any method of payment for any reason, in its sole discretion, including but not limited to concerns that the proposed method of payment will result in adverse financial accounting treatment, adverse tax treatment for the Company or a participant or a violation of the Sarbanes-Oxley Act of 2002, as amended from time to time, and lawful regulations and guidance promulgated thereunder.
 

(e) Issuance of SharesShares..  The Company will issue or cause to be issued Shares as soon as practicable after exercise of a Stock Option and receipt of full payment of the Exercise Price. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, in certificated or uncertificated form, no right to vote or receive dividends or any other rights as a Shareholder will exist with respect to the Shares, notwithstanding the exercise of the Stock Option.
 
(f) FormForm..  Unless the grant of a Stock Option is designated at the time of grant as an ISO, it is deemed to be an NQSO. ISOs are subject to the additional terms and conditions in Article 6.
 
(g) Special Limitations on Stock Option AwardsAwards..  Unless an Award agreement approved by the Committee expressly provides otherwise, Stock Options awarded under this Plan are intended to meet the requirements for exclusion from coverage under Section 409A of the Code and all Stock Option Awards shall be construed and administered accordingly.
 
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ARTICLE 6
Special Rules Applicable to Incentive Stock Options
 
6.1 EligibilityEligibility..  Notwithstanding any other provision of this Plan to the contrary, an ISO may only be granted to employees (including officers and Directors who are also employees) of the Company or an Affiliate which is also a Parent or Subsidiary.
 
6.2 Special ISO Rules.Rules.
 
(a) TermTerm..  No ISO may be exercisable on or after the tenth anniversary of the Date of Grant, and no ISO may be granted under this Plan on or after the tenth anniversary of the effective date of this Plan.
 
(b) Ten Percent ShareholderShareholder..  If a grantee owns (at the time of the Award and after application of the rules contained in Section 424(d) of the Code) equity securities possessing more than 10% of the total combined voting power of all classes of equity securities of the Company, its Parent or any Subsidiary, the Exercise Price of the ISO will be at least 110% of the Fair Market Value of the Shares as of the Date of Grant and such ISO shall not be exercisable on or after the fifth anniversary of the Date of Grant.
 
(c) Limitation on GrantsGrants..  The aggregate Fair Market Value (determined with respect to each ISO at the time of grant) of the Shares with respect to which ISOs are exercisable for the first time by an optionee during any calendar year (under this Plan or any other plan adopted by the Company or a Parent or a Subsidiary) shall not exceed $100,000. If such aggregate Fair Market Value shall exceed $100,000, such number of ISOs as shall have an aggregate Fair Market Value equal to the amount in excess of $100,000 shall be treated as NQSOs.
 
(d) Non-TransferabilityNon-Transferability..  Notwithstanding any other provision herein to the contrary, no ISO (and, if applicable, related Stock Appreciation Right) may be transferred except by will or by the laws of descent and distribution, nor may an ISO (or related Stock Appreciation Right) be exercisable during an optionee’s lifetime other than by him or her (or his or her guardian or legal representative to the extent permitted by applicable law).
 
(e) Termination of EmploymentEmployment..  No ISO may be exercised more than three months following termination of Employment for any reason (including Retirement) other than death or Disability, nor more than one year following termination of Employment due to death or Disability (as defined in Section 422 of the Code), or such option will no longer qualify as an ISO and shall thereafter be, and receive the tax treatment applicable to, an NQSO. For this purpose, a termination of Employment is cessation of Employment such that no Employment relationship exists between the participant and the Company, a Parent or a Subsidiary.
 
(f) Fair Market ValueValue..  For purposes of any ISO granted hereunder (or, if applicable, related Stock Appreciation Right), the Fair Market Value of Shares shall be determined in the manner required by Section 422 of the Code.
 
6.3 Subject to Code AmendmentsAmendments..  The foregoing limitations are designed to comply with the requirements of Section 422 of the Code and shall be automatically amended or modified to comply with changes to Section 422 of the Code. Any ISO which fails to meet the requirements of Section 422 of the Code is automatically treated as an NQSO appropriately granted under this Plan provided that it otherwise meets the Plan’s requirements for being an NQSO.
  
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ARTICLE 7
Stock Appreciation Rights
 
7.1 SAR Grant and AgreementAgreement..A Stock Appreciation RightsRight may be granted under this Plan, either independently or in conjunction with the grant of a Stock Option. Each SAR granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee, and by a written agreement dated as of the Date of Grant and executed by the Company and by the appropriate participant.
 
7.2 SARsGranted in Conjunction with OptionOption..  Stock Appreciation Rights may be granted in conjunction with all or part of any Stock OptionOptions granted under this Plan, at the same time as the grant of the Stock Option,Options, and will be subject to the following terms and conditions:
 
(a) TermTerm..  Each Stock Appreciation Right, or applicable portion thereof, granted with respect to a given Stock Option or portion thereof terminates and is no longer exercisable upon the termination or exercise of the related Stock Option, or applicable portion thereof.
 
(b) ExercisabilityExercisability..  A Stock Appreciation Right is exercisable only at such time or times and to the extent that the Stock Option to which it relates is Vested and exercisable in accordance with the provisions of Article 5 or otherwise as the Committee may determine.
 
(c) Method of ExerciseExercise..  A Stock Appreciation Right may be exercised by the surrender of the applicable portion of the related Stock Option. Stock Options which have been so surrendered, in whole or in part, are no longer exercisable to the extent the related Stock Appreciation Rights have been exercised and are deemed to have been exercised for the purpose of the limitation set forth in Article 3 on the number of Shares to be issued under this Plan. Upon the exercise of a Stock Appreciation Right, subject to satisfaction of tax withholding requirements, the holder of the Stock Appreciation Right is entitled to receive cash or Shares equal in value to the excess of the Fair Market Value of a Share on the exercise date over the Exercise Price per Share specified in the related Stock Option, multiplied by the number of Shares in respect of which the Stock Appreciation Right is exercised. Any fractional Shares shall be paid in cash or, if the Committee determines, rounded downward to the next whole Share. At any time the Exercise Price per Share of the related Stock Option exceeds the Fair Market Value of one Share, the holder of the Stock Appreciation Right shall not be permitted to exercise such right.
 
7.3 Independent SARsSARs..  Stock Appreciation Rights may be granted without related Stock Options, and independent Stock Appreciation Rights will be subject to the following terms and conditions:
 
(a) Term. Any unexercised portion of an independent Stock Appreciation Right granted hereunder shall expire at the end of the stated term of the Stock Appreciation Right. The Committee shall determine the term of each Stock Appreciation Right at the time of grant, which term shall not exceed ten years from the Date of Grant. The Committee may extend the term of a Stock Appreciation Right, in its discretion, but not beyond the date immediately prior to the tenth anniversary of the original Date of Grant. If a definite term is not specified by the Committee at the time of grant, then the term is deemed to be ten years.
 
(b) ExercisabilityExercisability..  A Stock Appreciation Right is exercisable, in whole or in part, at such time or times as determined by the Committee at or after the time of grant.
 
(c) Method of Exercise. A Stock Appreciation Right may be exercised in whole or in part during the term by giving written notice of exercise to the Company specifying the number of Shares in respect of which the Stock Appreciation Right is being exercised. The notice must be given by or on behalf of a person entitled to exercise the Stock Appreciation Right. Upon the exercise of a Stock Appreciation Right, subject to satisfaction of tax withholding requirements, the holder of the Stock Appreciation Right is entitled to receive cash or Shares equal in value to the excess of the Fair Market Value of a Share on the exercise date over the Fair Market Value of a Share on the Date of Grant (the“Base ValueValue”)”) multiplied by the number of Stock Appreciation Rights being exercised. Any fractional Shares shall be paid in cash or, if the Committee determines, rounded downward to the next whole Share. At any time the Fair Market Value of a Share on a proposed exercise date does not exceed the Base Value, the holder of the Stock Appreciation Right shall not be permitted to exercise such right.
 
7.4 Other Terms and Conditions of SAR GrantsGrants..  Stock Appreciation Rights are subject to such other terms and conditions, not inconsistent with the provisions of this Plan, as are determined from time to time by the Committee.
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7.5 Special Limitations on SAR AwardsAwards..  Unless an Award agreement approved by the Committee expressly provides otherwise, Stock Appreciation Rights awarded under this Plan are intended to meet the requirements for exclusion from coverage under Section 409A of the Code and all Stock Appreciation Rights Awards shall be construed and administered accordingly.


 
ARTICLE 8
Restricted Share and Restricted Share Unit Awards
 
8.1 Restricted Share Grants and AgreementsAgreements..  Restricted Share Awards consist of Shares which are issued by the Company to a participant at no cost or at a purchase price determined by the Committee which may be below their Fair Market Value, but which are subject to forfeiture and restrictions on their sale or other transfer by the participant. Each Restricted Share Award granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee, and by a written agreement dated as of the Date of Grant and executed by the Company and by the participant. The timing of Restricted Share Awards and the number of Shares to be issued (subject to Section 3.4) are to be determined by the Committee in its discretion. By accepting a grant of Restricted Shares, the participant consents to any tax withholding.
 
8.2 Terms and Conditions of Restricted Share GrantsGrants..  Restricted Shares granted under this Plan are subject to the following terms and conditions, which, except as otherwise provided herein, need not be the same for each participant, and may contain such additional terms, conditions, restrictions and contingencies not inconsistent with the terms of this Plan, as the Committee deems desirable:
 
(a) Purchase PricePrice..  The Committee shall determine the prices, if any, at which Restricted Shares are to be issued to a participant, which may vary from time to time and from participant to participant and which may be below the Fair Market Value of such Restricted Shares at the Date of Grant.
 
(b) RestrictionsRestrictions..  All Restricted Shares issued under this Plan will be subject to such restrictions as the Committee may determine, which may include, without limitation, the following:
(i)  a prohibition against the sale, transfer, pledge or other encumbrance of the Restricted Shares, such prohibition to lapse at such time or times as the Committee determines (whether in installments, at the time of the death, Disability or Retirement of the holder of such shares, or otherwise, but subject to the Change in Control provisions in Article 12 and the applicable Award agreements);
(ii)  a requirement that the participant forfeit such Restricted Shares in the event of termination of the participant’s Employment or directorship with the Company or its Affiliates prior to Vesting;
(iii)  a prohibition against Employment or retention of the participant by any competitor of the Company or its Affiliates, or against dissemination by the participant of any secret or confidential information belonging to the Company or an Affiliate;
(iv)  any applicable requirements arising under the Securities Act of 1933, as amended, other securities laws, the rules and regulations of The Nasdaq Stock Market or any other stock exchange or transaction reporting system upon which such Restricted Shares are then listed or quoted and any state laws, rules and regulations, including “blue sky” laws; and
(v)  such additional restrictions as are required to avoid adverse tax consequences under Section 409A of the Code.
 
(i)
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a prohibition against the sale, transfer, pledge or other encumbrance of the Restricted Shares, such prohibition to lapse at such time or times as the Committee determines (whether in installments, at the time of the death, Disability or Retirement of the holder of such shares, or otherwise, but subject to the Change in Control provisions in Article 12 and the applicable Award agreements);
 
(ii)
a requirement that the participant forfeit such Restricted Shares in the event of termination of the participant’s Employment with the Company or its Affiliates prior to Vesting;
(iii)
the elimination of any voting rights and rights to receive dividends for such Restricted Shares prior to Vesting;
(iv)
a prohibition against Employment or retention of the participant by any competitor of the Company or its Affiliates, or against dissemination by the participant of any secret or confidential information belonging to the Company or an Affiliate;
(v)
any applicable requirements arising under the Securities Act of 1933, as amended, other securities laws, the rules and regulations of The Nasdaq Stock Market or any other stock exchange or transaction reporting system upon which such Restricted Shares are then listed or quoted and any state laws, rules and regulations, including “blue sky” laws; and
(vi)
such additional restrictions as are required to avoid adverse tax consequences under Section 409A of the Code.
The Committee may at any time waive such restrictions or accelerate the date or dates on which the restrictions will lapse. However, if the
(c)Performance-Based Restrictions.The Committee determinesmay, in its sole discretion, provide restrictions that restrictions lapse upon the attainment of specified performance objectives, thenobjectives. In such case, the provisions of Sections 9.2, 9.3 and 9.39.4(b) will apply. If the written agreement governing an Award to a Section 162(m) Person provides that such Award is intended to be “performance-based compensation,” the applicable provisions of Article 9 implementing Section 162(m) of the Code will also apply.
 
(c)(d) Delivery of SharesShares..  Restricted Shares will be certificated and registered in the name of the participant and deposited, together with a Stock Power, with the Company. Each such certificate will bear a legend in substantially the following form:
 
“The transferability of this certificate and the Common Shares represented by it are subject to the terms and conditions (including conditions of forfeiture) contained in the Wound Management Technologies,Sanara MedTech Inc. 20102014 Omnibus Long Term Incentive Plan and an agreement entered into between the registered owner and the Company. A copy of this Plan and agreement are on file in the office of the Secretary of the Company.”
 

At the end of any time period during which the Restricted Shares are subject to forfeiture and restrictions on transfer, and after anythe satisfaction by the participant of tax withholding requirements, such Shares will be delivered free of all restrictions (except for any pursuant toas provided in Section 15.2) to the participant or other appropriate person and with the foregoing legend removed.
 
(d)(e) Forfeiture of SharesShares..  If a participant who holds Restricted Shares fails to satisfy the restrictions, Vesting requirements and other conditions relating to the Restricted Shares prior to the lapse, satisfaction or waiver of such restrictions and conditions, except as may otherwise be determined by the Committee, the participant shall forfeit the Shares and transfer them back to the Company in exchange for a refund of any consideration paid by the participant or such other amount which may be specifically set forth in the Award agreement. A participant shall execute and deliver to the Company one or more Stock Powers with respect to Restricted Shares granted to such participant.
 
(e)(f) Voting and Other RightsRights..  Except as otherwise required for compliance with Section 162(m) of the Code and the terms ofprovided in the applicable Restricted Share Agreement, during any period in which Restricted Shares are subject to forfeiture and restrictions on transfer, the participant holding such Restricted Shares shall have all the other rights of a Shareholder with respect to such Shares, including, without limitation, the right to vote such Shares and the right to receive any dividends paid with respect to such Shares; provided that if restrictions lapse upon the attainment of specified performance objectives, then the participant will receive any dividends only to the extent performance objectives arewere achieved.
 
8.3 Restricted Share Unit Awards and AgreementsAgreements..  Restricted Share Unit Awards consist of Shares that will be issued to a participant at a future time or times at no cost or at a purchase price determined by the Committee, which may be below their Fair Market Value, ifsubject to satisfaction of continued Employment continued directorship and/or other terms and conditions specified by the Committee are satisfied. Each Restricted Share Unit Award granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee, and by a written agreement dated as of the Date of Grant and executed by the Company and the Plan participant.Committee. The timing of Restricted Share Unit Awards and the number of Restricted Share Units to be awarded (subject to Section 3.2) are to be determined by the Committee in its sole discretion. By accepting a Restricted Share Unit Award, the participant agrees to remit to the Company when due any tax withholding as provided in Article 16.
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8.4 Terms and Conditions of Restricted Share Unit AwardsAwards..  Restricted Share Unit Awards are subject to the following terms and conditions, which, except as otherwise provided herein, need not be the same for each participant, and may contain such additional terms, conditions, restrictions and contingencies not inconsistent with the terms of this Plan, as the Committee deems desirable:
 
(a) Purchase PricePrice..  The Committee shall determine the prices, if any, at which Shares are to be issued to a participant after Vesting of Restricted Share Units, which may vary from time to time and among participants and which may be below the Fair Market Value of Shares at the Date of Grant.
 
(b) Restrictions. All Restricted Share Units awarded under this Plan will be subject to such restrictions as the Committee may determine, which may include, without limitation, the following:
 
(i)  a prohibition against the sale, transfer, pledge or other encumbrance of the Restricted Share Unit;
(i)
a prohibition against the sale, transfer, pledge or other encumbrance of the Restricted Share Unit;
 
(ii)  a requirement that the participant forfeit such Restricted Share Unit in the event of termination of the participant’s Employment or directorship with the Company or its Affiliates prior to Vesting;
(ii)
a requirement that the participant forfeit such Restricted Share Unit in the event of termination of the participant’s Employment with the Company or its Affiliates prior to Vesting;
 
(iii)  a prohibition against Employment of the participant by, or provision of services by the participant to, any competitor of the Company or its Affiliates, or against dissemination by the participant of any secret or confidential information belonging to the Company or an Affiliate;
(iii)
a prohibition against Employment of the participant by, or provision of services by the participant to, any competitor of the Company or its Affiliates, or against dissemination by the participant of any secret or confidential information belonging to the Company or an Affiliate;
 
(iv)  any applicable requirements arising under the Securities Act of 1933, as amended, other securities laws, the rules and regulations of The Nasdaq Stock Market or any other stock exchange or transaction reporting system upon which the Common Shares are then listed or quoted and any state laws, rules and interpretations, including “blue sky” laws; and
(iv)
any applicable requirements arising under the Securities Act of 1933, as amended, other securities laws, the rules and regulations of The Nasdaq Stock Market or any other stock exchange or transaction reporting system upon which the Common Shares are then listed or quoted and any state laws, rules and interpretations, including “blue sky” laws; and
 
(v)  such additional restrictions as are required to avoid adverse tax consequences under Section 409A of the Code.
(v)
such additional restrictions as are required to avoid adverse tax consequences under Section 409A of the Code.


 
The Committee may at any time waive such restrictions or accelerate the date or dates on which the restrictions will lapse.
 
(c) Performance-Based RestrictionsRestrictions..  The Committee may, in its sole discretion, provide restrictions that lapse upon the attainment of specified performance objectives. In such case, the provisions of Sections 9.2, 9.3 and 9.39.4(b) will apply (including, but not limited to, the enumerated performance objectives). If the written agreement governing an Award to a Section 162(m) Person provides that such Award is intended to be “performance-based compensationapply.,” the applicable provisions of Article 9 implementing Section 162(m) of the Code will also apply.
 
(d) Voting and Other RightsRights..  A participant holding Restricted Share Units shall not be deemed to be a Shareholder solely because of such units. Such participant shall have no rights of a Shareholder with respect to such units; provided, however,, that an Award agreement may provide for payment of an amount of money (or Shares with a Fair Market Value equivalent to such amount) equal to the dividends paid from time to time on the number of Common Shares that would become payable upon vesting of a Restricted Share Unit Award but if restrictions lapse upon the attainment of specified performance objectives, then such dividend equivalents shall be paid only to the extent performance objectives are achieved.
 
(e) Lapse of RestrictionsRestrictions..  If a participant who holds Restricted Share Units satisfies the restrictions and other conditions relating to the Restricted Share Units prior to the lapse or waiver of such restrictions and conditions, after the satisfaction by the participant of tax withholding requirements the Restricted Share Units shall be converted to, or replaced with, Shares which are free of all restrictions except for any restrictions pursuant to(except as provided in Section 15.2.15.2).
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(f) Forfeiture of Restricted Share UnitsUnits..  If a participant who holds Restricted Share Units fails to satisfy the restrictions, Vesting requirements and other conditions relating to the Restricted Share Units prior to the lapse, satisfaction or waiver of such restrictions and conditions, except as may otherwise be determined by the Committee, the participant shall forfeit the Restricted Share Units.
 
(g)Termination.  A Restricted Share Unit Award or unearned portion thereof will terminate without the issuance of Shares on the termination date specified on the Date of Grant or upon the termination of Employment or directorship of the participant during the time period or periods specified by the Committee during which any performance objectives must be met (the “Performance Period”). If a participant’s Employment or directorship with the Company or its Affiliates terminates by reason of his or her death, Disability or Retirement, the Committee in its discretion at or after the Date of Grant may determine that the participant (or the heir, legatee or legal representative of the participant’s estate) will receive a distribution of Shares in an amount which is not more than the number of Shares which would have been earned by the participant if 100% of the performance objectives for the current Performance Period had been achieved prorated based on the ratio of the number of months of active Employment in the Performance Period to the total number of months in the Performance Period. However, with respect to Awards intended to be performance-based compensation (as described in Section 9.4(d)), distribution of the Shares shall not be made prior to attainment of the relevant performance objectives.
(h) Special Limitations on Restricted Share Unit AwardsAwards..  Restricted Share Units awarded under this Plan are intended to be compliant with, or exempt from, Section 409A of the Code and all Restricted Share Unit Awards shall be construed and administered accordingly.
8.5Time Vesting of Restricted Share and Restricted Share Unit Awards.  Restricted Shares or Restricted Share Units, or portions thereof, are exercisable at such time or times as determined by the Committee in its discretion at or after grant, subject to the restrictions on time Vesting set forth in this Section. If the Committee provides that any Restricted Shares or Restricted Share Unit Awards become Vested over time (with or without a performance component), the Committee may waive or accelerate such Vesting provisions at any time, subject to the restrictions on time Vesting set forth in this Section.
 
ARTICLE 9
Performance Share Awards
 
9.1 Performance Share Awards and AgreementsAgreements..  A Performance Share Award is a right to receive Shares in the future conditioned upon the attainment of specified performance objectives and such other conditions, restrictions and contingencies as the Committee may determine. Each Performance Share Award granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee, and by a written agreement dated as of the Date of Grant and executed by the Company and by the Plan participant. The timing of Performance Share Awards and the number of Shares covered by each Award (subject to Section 3.2) are to be determined by the Committee in its discretion. By accepting a grant of Performance Shares, the participant agrees to remit to the Company when due any tax withholding as provided in Article 16.
 
9.2 Performance ObjectivesObjectives..  At the time of grant of a Performance Share Award, the Committee will specify the performance objectives which, depending on the extent to which they are met, will determine the number of Shares that will be distributed to the participant. The Committee will also specify the Performance Periodperiod or periods during which theany performance objectivesobjective must be met. With respect to Awards to Section 162(m) Persons intended to bemet (the “performance based compensationPerformance Period,” the Committee may use performance objectives based on one or more of the following: (i) earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization or earnings before interest and taxes); (ii) net income; (iii) operating income; (iv) earnings per share; (v) book value per share; (vi) return on Shareholders’ equity; (vii) expense management; (viii) return on investment; (ix) improvements in capital structure or capital expenses; (x) profitability of an identifiable business unit or product; (xi) maintenance or improvement of profit margins; (xii) stock price; (xiii) market share; (xiv) costs; (xv) liquidity or cash flow; (xvi) working capital and working capital metrics; (xvii) return on assets; (xviii) assets, debt or net debt; (xix) total return; (xx) customer satisfaction survey performance; (xxi) quality improvement performance; (xxii) manufacturing productivity performance; and (xxiii) such other objective performance criteria as determined by the Committee in its sole discretion.). The Committee may designate a single goal criterion or multiple goal criteria for performance measurement purposes. Performance measurement may be based on absolute Company, business unit or divisional performance and/or on relative performance as compared with that of other publicly-tradedpublicly traded companies. The performance objectives and periods need not be the same for each participant nor for each Award.
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9.3 Adjustment of Performance Objective and EvaluationsEvaluations..  The Committee may modify, amend or otherwise adjust the performance objectives specified for outstanding Performance Share Awards if it determines that an adjustment would be consistent with the objectives of this Plan and taking into account the interests of the participants and the public Shareholders of the Company and such adjustment complies with the requirements of Section 162(m) of the Code for Section 162(m) Persons, to the extent applicable, unless the Committee indicates a contrary intention.Company. The types of events which could cause an adjustment in the performance objectives include, without limitation, accounting changes which substantially affect the determination of performance objectives, changes in applicable laws or regulations which affect the performance objectives, and divisive corporate reorganizations, including spin-offs and other distributions of property or stock. The Committee may also appropriately adjust any performance evaluation under a performance objective or objectives to reflect any of the following events that may occur during the Performance Period: (1) asset gains or losses; (2) litigation, claims, judgments or settlements; (3) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (4) accruals for reorganization and restructuring programs; and (5) any extraordinary, unusual, non-recurring or non-cash items.

 
9.4 Other Terms and ConditionsConditions..  Performance Share Awards granted under this Plan are subject to the following terms and conditions and may contain such additionalother terms, conditions, restrictions and contingencies not inconsistent with the terms of this Plan as the Committee deems desirable:desirable and are subject to the following terms and conditions:
 
(a) Delivery of SharesShares..  As soon as practicable after the applicable Performance Period has ended, and the fulfillment of time Vesting requirements, if any, and after the satisfaction by the participant of tax withholding requirements, the participant will receive a distribution of the number of Shares earned during the Performance Period, depending upon the extent to which the applicable performance objectives were achieved. Such Shares will be registered in the name of the participant and will be free of all restrictions except for any restrictions pursuant to Section 15.2.
 
(b) TerminationTermination; Time Vesting..  A Performance Share Award or unearned portion thereof will terminate without the issuance of Shares on the termination date specified at the time of grant or, whether or not earned, upon the termination of Employment or directorship of the participant during the Performance Period.time period or periods required for Vesting as specified by the Committee. If a participant’s Employment or directorship with the Company or its Affiliates terminates by reason of his or her death, Disability or Retirement, (except with respect to Section 162(m) Persons), the Committee in its discretion may determine at or after the time of grant, may determine, notwithstanding any Vesting requirements under Section 9.4(a), that the participant (or the heir, legatee or legal representative of the participant’s estate) will receive a distribution of Shares representing a portion of the participant’s then-outstanding Performance Share Awards in an amount which is not more than the number of shares which would have been earned by the participant if 100% of the performance objectives for the current Performance Period had been achieved prorated based on the ratio of the number of months of active Employment in the Performance Period to the total number of months in the Performance Period. However, with respect to Awards intended to be “performance-based compensation” (as described in Section 9.4(d)), distribution of the Shares shall not be made prior to attainment of the relevant performance objective.
 
(c) Voting and Other RightsRights..  Awards of Performance Shares do not provide the participant with voting rights or rights to dividends prior to the participant becoming the holder of record of Shares issued pursuant to an Award; provided, however,, that an Award agreement may provide for payment of an amount of money (or Shares with a Fair Market Value equivalent to such amount) equal to the dividends paid from time to time on the number of Common Shares that would become payable upon vesting of a Performance Share Award but such dividend equivalents shall be paid only to the extent performance objectives are achieved. Prior to the issuance of Shares, Performance Share Awards may not be sold, transferred, pledged, assigned or otherwise encumbered.
(d)Performance-Based Compensation.  The Committee may designate Performance Share Awards as being “remuneration payable solely on account of the attainment of one or more performance goals” as described in Section 162(m)(4)(C) of the Code. Such Awards shall be automatically amended or modified to comply with amendments to Section 162 of the Code to the extent applicable, unless the Committee indicates a contrary intention.
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9.5Time Vesting of Performance Share Awards.  Performance Share Awards, or portions thereof, are exercisable at such time or times as determined by the Committee in its discretion at or after grant, subject to the restrictions on time Vesting set forth in this Section. If the Committee provides that any Performance Shares become Vested over time (accelerated by a performance component), the Committee may waive or accelerate such Vesting provisions at any time, subject to the restrictions on time Vesting set forth in this Section.
9.6 Special Limitations on Performance Share AwardsAwards..  Unless an Award agreement approved by the Committee provides otherwise, Performance Shares awardedAwarded under this Plan are intended to meet the requirements for exclusion from coverage under Section 409A of the Code and all Performance Share Awards shall be construed and administered accordingly.
 
ARTICLE 10
Common Share Awards
 
10.1 EligibilityEligibility..  Notwithstanding any other provision of this Plan to the contrary, a Common Share may only be granted to an employee or EligibleOutside Director.
 
10.2 Terms and Conditions of Common Share Awards.Awards.
 
(a) PurposePurpose..  Common Shares may be granted in consideration of services rendered to the Company by employees or EligibleOutside Directors in their capacity as Directors.
 
(b) VestingVesting..  Common Shares shall be fully-Vested.
(c)Delivery of Shares. The Shares will be delivered to the participant after the satisfaction by the participant of tax withholding requirements.
 
ARTICLE 11
Transfers and Leaves of Absence
 
11.1 Transfer of ParticipantParticipant..  For purposes of this Plan, the transfer of a participant among the Company and its Affiliates is deemed not to be a termination of Employment.

 
11.2 Effect of Leaves of AbsenceAbsence..  For purposes of this Plan, the following leaves of absence are deemed not to be a termination of Employment:
 
(a) a leave of absence, approved in writing by the Company, for military service, sickness or any other purpose approved by the Company, if the period of such leave does not exceed 90 days;
 
(b) a leave of absence in excess of 90 days, approved in writing by the Company, but only if the employee’s right to reemployment is guaranteed either by a statute or by contract, and provided that, in the case of any such leave of absence, the employee returns to work within 30 days after the end of such leave; and
 
(c) any other absence determined by the Committee in its discretion not to constitute a termination of Employment.
 
ARTICLE 12
Effect of Change in Control
 
12.1           Change in Control DefinedDefined..  “Change in ControlControl”” means the occurrence of any of the following: (i) thea sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any Personperson or “group”entity that is not a wholly owned subsidiary of the Company; (ii) a merger or consolidation to which the Company is a party if all persons who were shareholders of the Company immediately prior to the effective date of the merger or consolidation become beneficial owners (as such term is defined in Sections 13(d)(3) or 14(d)(2)Rule 13d-3 under the Securities Exchange Act of the Exchange Act) other1934, as amended) of securities having less than the Permitted Holders; (ii) any Person or group, other than the Permitted Holders, that is or becomes the Beneficial Owner (except that a Person shall be deemed to have “beneficial ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 30%50% of the total combined voting power for election of directors (or comparable governing body) of the voting stocksurviving corporation or other entity following the effective date of such merger or consolidation; or (iii) the approval by shareholders of the Company (orof any entity which controlsplan or proposal for the liquidation of the Company or which is a successor to all or substantially all ofits subsidiaries (other than into the assets of the Company), including by way of merger, consolidation, tender or exchange offer or otherwise; or (iii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (together with any new Directors whose election by such Board or whose nomination for election by the Shareholders of the Company was approved by a vote of a majority of the Directors of the Company, then still in office, who were either Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board, then in office. Notwithstanding the foregoing, the Committee may specify a different definition of “Change in Control” as necessary to prevent adverse taxation under Section 409A of the Code..
 
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12.2           Acceleration of AwardAward..  Except as otherwise provided in this Plan or an Award agreement, immediately upon the occurrence of a Change in Control:
 
(a) all outstanding Stock Options automatically become fully exercisable;
 
(b) all Restricted Share Awards automatically become fully Vested;
 
(c) subject to Section 409A of the Code, all Restricted Share Unit Awards automatically become fully Vested (or, if such Restricted Share Unit Awards are subject to performance-based restrictions, they shall become Vested on a pro-rated basis as described in Section 12.2(d)) and, to the extent Vested, convertibleconverted to, or replaced with, Shares at the election of the holder;
 
(d) all participants holding Performance Share Awards become entitled to receive a partial payout in an amount which is the number of Shares which would have been earned by the participant if 100% of the performance objectives for the current Performance Period had been achieved pro-rated based on the ratio of the number of months of active Employment in the Performance Period to the total number of months in the Performance Period; and
 
(e) Stock Appreciation Rights automatically become fully Vested and fully exercisable.
 
12.3           Treatment of AwardsAwards..  If the Committee determines that it would not trigger adverse taxation under Section 409A of the Code, upon the occurrence of a Change in Control, the Committee may, but shall not be obligated to, (A) cancel Awards for fair value, which, in the case of Stock Options and Stock Appreciation Rights, shall equal the excess, if any, of the value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Stock Options or Stock Appreciation Rights (or, if no consideration is paid in any such transaction, the Fair Market Value of the Shares subject to such Stock Options or Stock Appreciation Rights as of the date of the Change in Control) over the aggregate Exercise Price or Base Value (as applicable) of such Stock Options or Stock Appreciation Rights or (B) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms and value of any affected Awards previously granted hereunder as determined by the Committee or (C) provide that for a period of at least 15 days prior to the Change in Control, such Awards shall be exercisable, to the extent applicable, as to all Shares subject thereto and the Committee may further provide that upon the occurrence of the Change in Control, such Awards shall terminate and be of no further force and effect.
 
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ARTICLE 13
Transferability of Awards
 
13.1 Awards Are Non-TransferableNon-Transferable..  Except as provided in Sections 13.2 and 13.3, Awards are non-transferablenon- transferable and any attempts to assign, pledge, hypothecate or otherwise alienate or encumber (whether by operation of law or otherwise) any Award shall be null and void.
 
13.2 Inter-Vivos Exercise of AwardsAwards..  During a participant’s lifetime, Awards are exercisable only by the participant or, as permitted by applicable law and notwithstanding Section 13.1 to the contrary, the participant’s guardian or other legal representative.
 
13.3 Limited Transferability of Certain AwardsAwards..  Notwithstanding Section 13.1 to the contrary, Awards may be transferred by will and by the laws of descent and distribution. Moreover, the Committee, in its discretion, may allow at or after the time of grant the transferability of Awards which are Vested, provided that the permitted transfer is made (a) if the Award is an Incentive Stock Option, consistent with Section 422 of the Code; (b) to the Company (for example in the case of forfeiture of Restricted Shares), an Affiliate or a person acting as the agent of the foregoing, or as otherwise determined by the Committee to be in the interests of the Company; or (c) by a participant for no consideration to Immediate Family Members or to a bona fide trust, partnership or other entity controlled by and for the benefit of one or more Immediate Family Members.“Immediate Family MembersMembers”” means the participant’s spouse, children, stepchildren, parents, stepparents, siblings (including half brothers and sisters), in-laws and other individuals who have a relationship to the participant arising because of a legal adoption. No transfer may be made to the extent that transferability would cause Form S-8 or any successor form thereto not to be available to register Shares related to an Award. The Committee in its discretion may impose additional terms and conditions upon transferability.
 
ARTICLE 14
Amendment and Discontinuation
 
14.1 Amendment or Discontinuation of this PlanPlan..  The Board may amend, alter, or discontinue this Plan at any time, provided that no amendment, alteration, or discontinuance may be made:
 
(a) which would materially and adversely affect the rights of a participant under any Award granted prior to the date such action is adopted by the Board without the participant’s written consent thereto; and
 
(b) without Shareholder approval if Shareholder approval is required under applicable laws, regulations or exchange requirements (including Section 422 of the Code with respect to ISOs, and for the purpose of qualification as “performance-based compensation” under Section 162(m) of the Code)ISOs).
 
Notwithstanding the foregoing, this Plan may be amended without obtaining the affected participants’ consent in order to: (i) comply with any law; (ii) preserve any intended favorable tax effects for the Company or participants; or (iii) avoid any unintended unfavorable tax effects for the Company or participants.
 
14.2 Amendment of GrantsGrants..  The Committee may amend, prospectively or retroactively, the terms of any outstanding Award, provided that no such amendment may be inconsistent with the terms of this Plan (specifically including the prohibition on granting Stock Options with an Exercise Price less than 100% of the Fair Market Value of the Common Shares on the Date of Grant) or would materially and adversely affect the rights of any holder without his or her written consent.
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ARTICLE 15
Share Certificates
 
15.1 Delivery of Share CertificatesCertificates..  The Company is not required to issue or deliver any Shares issuable with respect to Awards under this Plan prior to the fulfillment of all of the following conditions:
 
(a) payment in full for the Shares and for any tax withholding;
 
(b) completion of any registration or other qualification of such Shares under any federal or state laws or under the rulings or regulations of the Securities and Exchange Commission or any other regulating body which the Committee in its discretion deems necessary or advisable;
 


(c) admission of such Shares to listing on The Nasdaq Stock Market or any stock exchange on which the Shares are listed;
 
(d) in the event the Shares are not registered under the Securities Act of 1933, as amended, qualification as a private placement under said act;
 
(e) obtaining of any approval or other clearance from any federal or state governmental agency which the Committee in its discretion determines to be necessary or advisable; and
 
(f) full satisfaction of the Committee that the issuance and delivery of Shares under this Plan is in compliance with applicable federal, state or local law, rule, regulation or ordinance or any rule or regulation of any other regulating body, for which the Committee may seek approval of counsel for the Company.
 
Notwithstanding the foregoing, with respect to any Award that is or becomes subject to Section 409A of the Code, a payment may only be delayed where the Company or any Affiliate reasonably anticipates that the making of the payment will violate federal securities laws or other applicable law and provided that the payment is made at the earliest date at which the Company or Affiliate reasonably anticipates that the making of the payment will not cause such violation.
 
15.2 Applicable Restrictions on SharesShares..  Shares issued with respect to Awards may be subject to such stock transfer orders and other restrictions as the Committee may determine necessary or advisable under any applicable federal or state securities law rules, regulations and other requirements, the rules, regulations and other requirements of The Nasdaq Stock Market or anyother stock exchange upon which the Shares are then-listed, and any other applicable federal or state law and will include any restrictive legends the Committee may deem appropriate to include.
 
15.3 Book EntryEntry..  In lieu of the issuance of stock certificates evidencing Shares, the Company or its transfer agent may use a“book entryentry”” system in which a computerized or manual entry is made in the records of the Company or the transfer agent to evidence the issuance of such Shares. Such Company records are, absent manifest error, binding on all parties.
 
ARTICLE 16
Tax Withholding
 
16.1 In GeneralGeneral..  The Committee shall cause the Company or its Affiliates to withhold any taxes which it determines it is required by law or required by the terms of this Plan to withhold in connection with any payments incident to this Plan. The participant or other recipient shall provide the Committee with such Stock Powers and additional information or documentation as may be necessary for the Committee to discharge its obligations under this Section.
 
16.2 Method of Payment by Participant.The Company will specify the amount of tax withholding payable by a participant in connection with the Vesting of the participant’s Award. The participant shall pay such amount of tax withholding in cash or if provided in the Award Agreement by such other manner permitted in the Award agreement, which may include, subject to Committee approval:
(i)
tendering (by either actual delivery of Shares or by attestation) unrestricted Shares that are owned by the participant prior to the date of Vesting having an aggregate Fair Market Value on the date of Vesting equal to the amount of such withholding tax;
(ii)
the withholding of Shares otherwise issuable pursuant to the Award on the date of Vesting having an aggregate Fair Market Value on the date of Vesting equal to the amount of such withholding tax;
(iii)
by a combination of cash and either of the foregoing enumerated methods;
(iv)
another method approved by the Committee.
16.3Delivery of Withholding ProceedsProceeds..  The Company or its Affiliates shall deliver withholding proceeds to the Internal Revenue Service and/or other taxing authority.


 
ARTICLE 17
General Provisions
 
17.1 No Implied Rights to Awards, Employment or DirectorshipDirectorship..  No potential participant has any claim or right to be granted an Award under this Plan, and there is no obligation of uniformity of treatment of participants under this Plan. Neither this Plan nor any Award hereunder shall be construed as giving any individual any right to continued Employment or continued directorship with the Company or any Affiliate. The Plan does not constitute a contract of Employment or for services, and the Company and each Affiliate expressly reserve the right at any time to terminate employees or service providers free from liability, or any claim, under this Plan, except as may be specifically provided in this Plan or in an Award agreement.
 
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17.2 Other Compensation PlansPlans..  Nothing contained in this Plan prevents the Board from adopting other or additional compensation arrangements, subject to Shareholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.
 
17.3 Rule 16b-3 ComplianceCompliance..  The Plan is intended to comply with all applicable conditions of Rule 16b-3 under the Exchange Act, as such rule may be amended from time to time (“(“Rule 16b-3”16b-3”).All transactions involving any participant subject to Section 16(b) of the Exchange Act shall be subject to the conditions set forth in Rule 16b-3, regardless of whether such conditions are expressly set forth in this Plan. Any provision of this Plan that is contrary to Rule 16b-3 does not apply to such participants.
 
17.4 Code Section 162(m) Compliance.  The Plan is intended to comply with all applicable requirements of Section 162(m) of the Code with respect to “performance-based compensation” for Section 162(m) Persons. Unless the Committee expressly determines otherwise, any provision of this Plan that is contrary to such requirements does not apply to such “performance-based compensation.”
17.5Compliance with Section 409A.409A. The parties intend that this Plan and Awards be, at all relevant times, in compliance with (or exempt from) Section 409A of the Code and all other applicable laws, and this Plan shall be so interpreted and administered. In addition to the general amendment rights of the Company with respect to the Plan, the Company specifically retains the unilateral right (but not the obligation) to make, prospectively or retroactively, any amendment to this Plan or any related document as it deems necessary or desirable to more fully address issues in connection with compliance with (or exemption from) Section 409A of the Code and other laws. In no event, however, shall this section or any other provisions of this Plan be construed to require the Company to provide any gross-up for the tax consequences of any provisions of, or payments under, this Plan. The Company and its Affiliates shall have no responsibility for tax or legal consequences to any Participant (or beneficiary) resulting from the terms or operation of this Plan.
 
17.617.5 Successors.All obligations of the Company with respect to Awards granted under this Plan are binding on any successor to the Company, whether as a result of a direct or indirect purchase, merger, consolidation or otherwise of all or substantially all of the business and/or assets of the Company.
 
17.717.6 SeverabilitySeverability..  In the event any provision of this Plan, or the application thereof to any person or circumstances, is held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, or other applications, and this Plan is to be construed and enforced as if the illegal or invalid provision had not been included.
 
17.817.7 Governing LawLaw..  This Plan and all Award agreements pursuant thereto are construed in accordance with and governed by the internal laws of the State of Texas. This Plan is not intended to be governed by the Employee Retirement Income Security Act of 1974 and shall be so construed and administered.
17.9Forfeiture Events; Clawback. To the extent required by applicable law (including without limitation Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), if any, or if so required pursuant to a written policy adopted by the Company, Awards shall be subject (including on a retroactive basis) to clawback, forfeiture, or similar requirements, in addition to any otherwise applicable vesting of an Award (and such requirements shall be deemed incorporated by reference into all outstanding Award Agreements).
 
ARTICLE 18
Effective Date; Expiration
 
18.1           Effective DateDate..  The effective date of this Plan is the date on which the Shareholders of the Company approve it at a duly held Shareholders’ meeting. No Awards may be granted under this Plan after the tenth anniversary of such date, but Awards granted before such tenth anniversary may remain outstanding under this Plan until they expire according to their terms and the other terms of this Plan.
 
 A-16
B-19
 
 
Control Number:Number of Shares:Registered Shareholder:
SANARA MEDTECH INC.
1200 Summit Ave., Suite 414
Fort Worth, Texas 76102
PROXY
Solicited on Behalf of the Board of Directors for Annual Meeting of Shareholders, July 9, 2020
The undersigned hereby appoints J. Michael Carmena and Michael D. McNeil, and each of them, as proxies with full power of substitution, to represent and to vote as set forth herein all the shares of the common stock of Sanara MedTech Inc. which the undersigned is entitled to vote at the 2020 Annual Meeting of Shareholders and any adjournments or postponements thereof, as designated below. If no designation is made, the proxy, when properly executed, will be voted: (i) “FOR” the election of the director nominees named below in Item 1, (ii) “FOR” Item 2, approval of the Restated 2014 Omnibus Long Term Incentive Plan, (iii) “FOR” Item 3, approval of the advisory vote on executive compensation, (iv) “FOR” a frequency of 3 years to vote on executive compensation in Item 4, and (v) in the discretion of the proxies upon such other matter as may properly come before the Annual Meeting.
Item 1    To approve the election of five directors to serve on the Company’s board of directors until the 2021 annual meeting of shareholders or until their successors are duly elected and qualified.
☐       
FOR the election as a director of the five nominees listed below.
NOMINEES: 
Ronald T. Nixon, James W. Stuckert, J. Michael Carmena, Ann Beal Salamone, Kenneth E. Thorpe
☐       
WITHHOLD AUTHORITY FOR ALL NOMINEES
☐       
WITHHOLD AUTHORITY to vote for the following nominees: ____________________________________________
INSTRUCTION: To withhold authority to vote for individual nominees, write their names on the line above.
Item 2    To approve the Company’s Restated 2014 Omnibus Long Term Incentive Plan.
☐ For☐ Against☐ Abstain
Item 3    To approve, on an advisory basis, the compensation of the Company’s executive officers.
☐ For☐ Against☐ Abstain

Item 4    To recommend, by advisory vote, the frequency of future advisory votes on the Company’s executive compensation.
☐ Each year☐ Every 2 years☐ Every 3 years

In his or her discretion, the proxy is authorized to vote upon any other matters which may properly come before the Annual Meeting, or any adjournment or postponement thereof.
 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Dated: ___________________________________________, 2020

Signature

Signature (Joint Owners)
Please date and sign name exactly as it appears hereon. Executors, administrators, trustees, etc. should so indicate when signing. If the stockholder is a corporation, the full corporate name should be inserted and the proxy signed by an officer of the corporation indicating his/her title

[SEE VOTING INSTRUCTIONS ON REVERSE SIDE]

 
 
VOTING INSTRUCTIONS
 
Please sign, date and mail this Proxy Card promptly to the following address in the enclosed postage-paid envelope:
Securities Transfer Corporation
2901 N. Dallas Parkway, Suite 380
Plano, Texas 75093
Attention: Proxy Department
OR
You may sign, date and submit your Proxy Card by facsimile to (469) 633-0088.
OR
You my sign, date, scan and email your scanned Proxy Card to proxyvote@stctransfer.com.
OR
You may vote online through the Internet:
1.       
Go to http://onlineproxyvote.com/SMTI/ at any time 24 hours a day.
2.       
Login using the control number located in the top left hand corner of this proxy card.
3.       
Access the proxy voting link within that website to vote your proxy.
If you vote your proxy on the Internet, you do not need to mail back, fax or email your Proxy Card.
The Proxy Statement, the form of Proxy Card and the Company’s Annual Report to Shareholders are available at http://onlineproxyvote.com/SMTI/