APO HEALTH, INC.
2005 PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN
1. Purpose. The purpose of this Plan is to provide compensation in the form of
Common Stock of the Company to eligible consultants that have previously
rendered services or that will render services during the term of this 2005
Professional/Consultant Stock Compensation Plan (hereinafter referred to as
the Plan.)
2. Administration.
(a) This Plan shall be administered by the Board of Directors who may from
time to time issue orders or adopt resolutions, not inconstant with
the provisions of this Plan, to interpret the provisions and supervise
the administration of this Plan. The CEO shall make initial
determinations as to which consultants, professionals or advisors will
be considered to receive shares under this Plan, in addition, will
provide a list to the Board of Directors. All final determinations
shall be by the affirmative vote of a majority of the members of the
Board of Directors at a meeting called for such purpose, or reduced to
writing and signed by a majority of the members of the Board. Subject
to the Corporation's Bylaws, all decisions made by the Directors in
selecting eligible consultants (hereinafter referred to as
Consultants), establishing the number of shares, and construing the
provisions of this Plan shall be final, conclusive and binding on all
persons including the Corporation, shareholders, employees and
Consultants.
(b) The Board of Directors may from time to time appoint a Consultants
Plan Committee, consisting of at least one Director and one officer,
none of whom shall be eligible to participate in the Plan while
members of the Committee. The Board of Directors may delegate to such
Committee power to select the particular Consultants that are to
receive shares, and to determine the number of shares to be allocated
to each such Consultant.
(c) If the SEC Rules and or regulations relating to the issuance of Common
Stock under a Form S-8 should change during the terms of this Plan,
the Board of Directors shall have the power to alter this Plan to
conform to such changes.
3. Eligibility.
(a) Shares shall be granted only to Professionals and Consultants that are
within that class for which Form S-8 is applicable.
(b) No individual or entity shall be granted more than 500,000 shares of
unrestricted Common Stock under this Plan.
4. Shares Subject to the Plan. The total number of shares of Common Stock to
be subject to this Plan, as amended, is 2,000,000 shares. The shares
subject to the Plan will be registered with the SEC on or about February
25, 2005, in a Form S-8 Registration.
5. Death of Consultant. If a Consultant dies while he is a Consultant of the
Corporation or of any subsidiary, or within 90 days after such termination,
the shares, to the extent that the Consultant was to be issued shares under
the plan, may be issued to his personal representative or the person or
persons to whom his rights under the plan shall pass by his will or by the
applicable laws of descent and distribution.
6. Termination of Consultant, retirement or disability. If a Consultant shall
cease to be retained by the Corporation for any reason (including
retirement and disability) other than death after he shall have
continuously been so retained for his specified term, he may, but only
within the three-month period immediately following such termination,
request his pro-rata number of shares for his services already rendered.
7. Termination of the Plan This Plan shall terminate one year after its
adoption by the Board of Directors. At such time, any shares that remain
unsold shall be removed from registration by means of a post-effective
amendment to the Form S-8.
8. Effective Date of the Plan. This Plan shall become effective upon its
adoption by the Board of Directors.
[Signature page follows.]
CERTIFICATION OF ADOPTION
(By the Board of Directors)
The undersigned, being the CEO and Chairman of the Board of Directors of
APO Health, Inc. hereby certify that the foregoing Plan was adopted by a
unanimous vote of the Board of Directors on February 23, 2005.
/s/ Dr. Jan Stahl
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Dr. Jan Stahl
Chairman and Chief Executive Officer