EXHIBIT 4.1
MEDICAL TECHNOLOGY AND INNOVATIONS, INC.
CONSULTANT STOCK COMPENSATION PLAN
I. Purpose of the Plan.
The purpose of this Plan is to further the growth of Medical Technology
and Innovations, Inc. and its Subsidiaries (together being the "Company") by
allowing the Company to compensate consultants and certain other persons who
have provided bona fide services to the Company, through the award of the
Company's Common Stock.
II. Definitions.
Whenever used in this Plan, the following terms shall have the meanings
set forth in this Section:
a. "Award" means any grant of (i) Common Stock or (ii) options or
warrants to purchase Common Stock made under this Plan.
b. "Board of Directors" means the Board of Directors of the
Company.
c. "Code" means the Internal Revenue Code of 1986, as amended.
d. "Common Stock" means the Common Stock of the Company.
e. "Date of Grant" means the day the Board of Directors
authorized the grant of an Award or such later date as may be
specified by the Board of Directors as the date a particular
Award will become effective.
f. "Consultant" means any person or entity (i) who has rendered
or will render bona fide services to the Company, (ii) who is
not an employee of the Company, and (iii) who, in the opinion
of the Board of Directors, are in a position to make, or who
have previously made, a significant contribution to the
success of the Company.
g. "Subsidiary" means any corporation that is a subsidiary with
regard to as that term is defined in Section 424(f) of the
Code.
III. Effective Date of the Plan.
The effective date of this Plan is May 28, 1997.
IV. Administration of the Plan.
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The Board of Directors will be responsible for the administration of
this Plan, and will grant Awards under this Plan. Subject to the express
provisions of this Plan and applicable law, the Board of Directors shall have
full authority and sole and absolute discretion to interpret this Plan, to
prescribe, amend and rescind rules and regulations relating to it, and to make
all other determinations which it believes to be necessary or advisable in
administering this Plan. The determinations of the Board of Directors on the
matters referred to in this Section shall be conclusive. The Board of Directors
shall have sole and absolute discretion to amend this Plan. No member of the
Board of Directors shall be liable for any act or omission in connection with
the administration of this Plan unless it resulted from the member's willful
misconduct.
V. Stock Subject to the Plan.
The maximum number of shares of Common Stock as to which Awards may be
granted under this Plan is 100,000 shares which number represents 100,000 shares
not yet issued under the Plan. The Board of Directors may increase the maximum
number of shares of Common Stock as to which Awards may be granted at such time
as it deems available.
VI. Persons Eligible to Receive Awards.
Awards may be granted only to Consultants.
VII. Grants of Awards.
Except as otherwise provided herein, the Board of Directors shall have
complete discretion to determine when and to which Consultants Awards are to be
granted, and the number of shares of Common Stock as to which Awards granted to
each Employee will relate, and the terms and conditions upon which an Award may
be issued (including, without limitation, the date of exercisability, exercise
price and term of any Award which constitutes an option or warrant to purchase
Common Stock). No grant will be made if, in the judgment of the Board of
Directors, such a grant would constitute a public distribution within the
meaning of the Securities Act of 1933, as amended (the "Act"), or the rules and
regulations promulgated thereunder.
VIII. Delivery of Stock Certificates.
As promptly as practicable after authorizing the grant of an Award, the
Company shall deliver to the person who is the recipient of the Award, a
certificate or certificates registered in that person's name, representing the
number of shares of Common Stock that were granted. If applicable, each
certificate shall bear a legend to indicate that the Common Stock represented by
the certificate was issued in a transaction which was not registered under the
Act, and may only be sold or transferred in a transaction that is
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registered under the Act or is exempt from the registration requirements of the
Act.
IX. Right to Continued Engagement.
Nothing in this Plan or in the grant of an Award shall confer upon any
Consultant the right to continued engagement by the Company nor shall it
interfere with or restrict in any way the rights of the Company to discharge any
Consultant or to terminate any consulting relationship at any time.
X. Laws and Regulations.
1. The obligation of the Company to sell and deliver shares of Common
Stock on the grant of an Award under this Plan shall be subject to the condition
that counsel for the Company be satisfied that the sale and delivery thereof
will not violate the Act or any other applicable laws, rules or regulations.
2. This Plan is intended to meet the requirements of Rule 16b-3 in
order to provide officers and directors with certain exemptions from Section
16(b) of the Securities Exchange Act of 1934, as amended.
XI. Withholding of Taxes.
If subject to withholding tax, the Company shall be authorized to
require that the Consultant or other appropriate person remit to the Company an
amount sufficient to satisfy any federal, state or local withholding
requirements. If and to the extent that withholding is required, the Board of
Directors may permit the Consultant to elect to withhold from the shares to be
issued hereunder a sufficient number of shares to satisfy the Company's
withholding obligations.
XII. Termination of the Plan.
The Board of Directors may suspend or terminate this Plan at any time
or from time to time, but no such action shall adversely affect the rights of a
person granted an Award under this Plan prior to that date.
XIII. Delivery of Plan.
A copy of this Plan shall be delivered to all participants, together
with a copy of the resolution or resolutions of the Board of Directors
authorizing the granting of the Award and establishing the terms, if any, of
participation.
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