EXHIBIT 99.1
2005 SUPPLEMNTAL STOCK BONUS PLAN
1. Purposes of the Plan.
The purpose of this Stock Bonus Plan (the "Plan") is to assist FONAR
Corporation, a Delaware corporation (the "Corporation"), and its subsidiaries
(as hereinafter defined) in attracting and retaining the services of key
employees, non-employee directors, officers, advisors and consultants, and to
secure for the Corporation and its subsidiaries the benefits of the incentive
inherent in ownership of the Corporation's equity securities by parties who are
responsible for the continuing growth and success of the Corporation and its
subsidiaries.
For the purposes of this plan, the term "subsidiary" and/or "subsidiaries"
shall mean any corporation of which the majority of the outstanding voting
stock is owned directly or indirectly by the Corporation.
2. Shares Subject to the Plan.
Subject to the provisions of Section 7 of the Plan, an aggregate of
3,000,000 shares of Common Stock, par value $.0001 per share, of the
Corporation ("Common Stock"), are available for the issuance under the Plan as
compensation for services to the Corporation ("Bonus Stock").
The shares to be issued as Bonus Stock under the Plan may be authorized but
unissued shares of Common Stock or issued shares of Common Stock which are held
in the treasury of the Corporation.
3. Term of the Plan.
Subject to the provisions of Section 8 and 10, the Plan shall commence
effective as of July 14, 2005, and Bonus Stock awarded under the Plan must be
issued no later than July 13, 2015.
4. Administration of the Plan.
The Plan shall be administered by a committee which shall consist of two or
such greater or lesser number of members, as determined by the Board of
Directors from time to time, who shall be appointed by the Board of Directors
of the Corporation (the "Committee") or, in the absence of such a Committee, by
the Board of Directors of the Corporation. Directors of the Corporation who
are either eligible to receive Bonus Stock, or to whom Bonus Stock has been
granted, may vote on any matters affecting the administration of the plan or
the granting of Bonus Stock under the Plan. Any action of the Committee may be
taken by a written instrument signed by a majority of the members of the
Committee then in office. Members of the Committee need not be members of the
Board of Directors.
Subject to the express provisions of the Plan, the Committee or the Board
or Directors, as the case may be, shall have the authority, in its discretion:
(i) to determine the parties to receive Bonus Stock, the times when they shall
receive such awards, the number of shares to be issued, and the time, terms and
conditions of the issuance of any such shares; (ii) to construe and interpret
the terms of the Plan; (iii) to establish, amend and rescind rules and
regulations for the administration of the Plan; and (iv) to make all other
determinations necessary or advisable for administering the Plan. The
determinations of the Committee or the Board of Directors, as the case may be,
on the matters referred to in this Section 4 shall be final and conclusive.
5. Eligibility and Selection.
The Committee or the Board of Directors, as the case may be, shall have
sole and absolute discretion to issue Bonus Stock under the Plan to reward
employees, non-employee directors, advisors and consultants for services
rendered or to be rendered to or for the benefit of the Corporation, or any of
its subsidiaries (the grant of Bonus Stock under this Plan shall be referred to
as a "Bonus Stock Award"). In determining the parties to whom Bonus Stock
Awards shall be granted under the Plan and the number of shares of Common Stock
which may be granted to such persons, the Committee or the Board of Directors,
as the case may be, shall consider the duties of the parties, their present and
potential contributions to the success of the Corporation, and such other
factors as the Committee or the Board of Directors deems relevant in furthering
the purposes of the granting of such Bonus Stock and the interests of the
Corporation. A party may receive more than one Bonus Stock Award under the
Plan.
6. Bonus Stock Awards.
(a) The Committee or the Board of Directors, as the case may be, shall
determine for each party chosen to participate in the Plan ("Participant") the
number of shares of Common Stock to be covered by each Bonus Stock Award and
the installments, if any, in which the Bonus Stock will be granted.
(b) The Committee or the Board of Directors shall determine the terms,
conditions and restrictions, if any, to which such Bonus Stock or its issuance
will be subject. Any restrictions imposed shall be evidenced by a written
agreement executed by the Participant. Such agreement shall also include any
terms and conditions required by applicable securities laws.
(c) The Corporation shall deliver to the Participant on the date
specified, or as soon thereafter as is practicable, the number of shares of
Common Stock specified in such Participant's Bonus Stock Award, subject to and
in accordance with the Bonus Stock Award.
(d) Bonus Stock Awards shall not be transferable other than by the last
will and testament of the holder of the Bonus Stock Award or the applicable
laws of descent and distribution. Bonus Stock Awards may not be assigned,
sold, transferred, pledged, hypothecated or disposed of in any way (whether by
operation of law or otherwise) except to the extent expressly provided for in
the Plan and shall not be subject to execution, attachment or similar process.
7. Dilution and Other Adjustments.
In the event of any change in the outstanding Common Shares by reason of
any stock dividend or split, recapitalization, merger, consolidation,
reorganization, combination or exchange of shares of Common Stock, or other
similar corporate change, the Committee or the Board of Directors, as the case
may be, shall make such adjustments as it, in its absolute discretion, deems
equitable in the number of kind of shares of Common Stock authorized by the
Plan and, with respect to outstanding shares of Common Stock covered by Stock
Bonus Awards but not yet issued, in the number of kind of stock covered by
Stock Bonus Awards made under the Plan.
8. Termination and Amendment of the Plan.
Unless sooner terminated, as hereinafter provided, this Plan shall
terminate at 11:59 p.m. on July 13, 2015, and no Bonus Stock shall be granted
hereunder after that date. The Board of Directors may terminate or amend this
Plan at any time without notice, or make such modifications of this Plan as it
shall deem advisable. No termination, amendment or modification of the Plan
may adversely affect the rights of any party to whom a Bonus Stock Award has
been made without such party's consent.
9. Indemnification.
In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee and the
Board of Directors shall be indemnified by the Corporation against the
reasonable expenses, including attorney's fees actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or
in connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any Bonus Stock Award granted thereunder, and against all
amounts paid by them in settlement thereof (provided that such settlement is
approved by the Corporation) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to which
it shall be adjudicated in such action, suit or proceeding that such Committee
member or director, as the case may be, is liable for negligence or misconduct
in the performance of his duties; provided that within 10 days after
institution of any such action, suit, or proceeding a Committee member or
director, as the case may be, shall offer the Corporation in writing the
opportunity, at its own expense, to handle and defend the same.
10. Effectiveness of the Plan.
The Plan shall become effective on July 14, 2005.