Exhibit 4.2
CORGENIX MEDICAL CORPORATION
STOCK COMPENSATION PLAN
(Adopted December 17, 1998)
I. PURPOSE.
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This Corgenix Medical Corporation Stock Compensation Plan is intended to
further the growth and advance the best interests of Corgenix Medical
Corporation, a Nevada corporation, by supporting and increasing the Company's
ability to attract, retain and compensate persons of experience and ability and
whose services are considered valuable, to encourage the sense of proprietorship
in such persons in the development and success of the Company. The Plan provides
for stock compensation through the award of the Company's Common Stock, as a
bonus or, at the Participant's election, in lieu of cash compensation for
services rendered. Capitalized terms used herein are as defined in Section II
hereof.
II. DEFINITIONS.
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Whenever used in the Plan, except where the context might clearly indicate
otherwise, the following terms shall have the meanings set forth in this
section:
(a) "Act" means the United States Securities Act of 1933, as amended.
(b) "Award" means any grant of Common Stock made under the Plan, as a
bonus or in lieu of cash compensation for services rendered.
(c) "Award Period" means the period commencing on the first day of the
month and terminating on the last day of such month.
(d) "Board" means the Board of Directors of the Company.
(e) "Code" means the Internal Revenue Code of 1986, as amended.
(f) "Committee" means a committee consisting of at least two members of
the Board appointed by the Board in accordance with Section IV of the
Plan.
(g) "Common Stock" means the common stock of the Company, $.001 par value
per share, or in the event that the outstanding Common Stock are
hereafter changed into or exchanged for different shares of
securities of the Company, such other shares or securities.
(h) "Company" means Corgenix Medical Corporation, a Nevada corporation.
(i) "Date of Grant" means the day the Board authorizes the grant of an
Award or such later date as may be specified by the Board as the date
a particular Award will become effective.
(j) "Distribution Date" means the last day of the month preceding such
Award Period.
(k) "Effective Date" means January 1, 1999.
(l) "Election Date" means the fifteenth day of the month preceding the
Award Period.
(m) "Executive Officer" means a person employed by the Company to act
in such capacity.
(n) "Fair Market Value" means such value as determined by the Board on
the basis of such factors as it deems appropriate; provided that if
the Common Stock is traded on a national securities exchange or
transactions in the Common Stock are quoted on the Nasdaq National
Market System, such value as shall be determined by the Board on the
basis of the reported sales prices for the Common Stock on the date
for which such determination is relevant, as reported on the national
exchange or the Nasdaq National Market System, as the case may be. If
the Common Stock is not listed or traded upon a recognized securities
exchange or on the National Market System, the Board may make a
determination of Fair Market Value on a reasonable basis, which may
include the mean between closing bid and asked quotations for such
stock on the date for which such determination is relevant (as
reported by a recognized stock quotation service), or, in the event
that there shall be no bid or asked quotations on the date for which
such determination is relevant, then on the basis of the mean between
the closing bid and asked quotations on the date nearest preceding
the date for which such determination is relevant for which such bid
and asked quotations were available.
(o) "Participant" means an Executive Officer to whom an Award of Plan
Shares has been made.
(p) "Plan" means the Corgenix Medical Corporation Stock Compensation
Plan.
(q) "Plan Administrator" means the Board or, to the extent the Board
delegates its authority to the Committee, the Committee.
(r) "Plan Shares" means shares of Common Stock issuable pursuant to the
Plan.
III. EFFECTIVE DATE.
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The effective date of the Plan is January 1, 1999. No Plan Shares may be
issued after December 31, 2000.
IV. ADMINISTRATION.
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(a) Plan Administrator. The Plan shall be administered by the Board, which
may from time to time delegate all or part of its authority to the Committee.
References herein to the Plan Administrator refer to the Board or, to the extent
the Board delegates its authority to the Committee, to the Committee. The Plan
Administrator shall have full authority to administer the Plan, to adopt such
rules and regulations for administering the Plan and to negotiate compensation
under the Plan. The Plan Administrator may delegate to an agent or agents any of
its responsibilities under the Plan except its responsibilities to determine
those eligible to receive Plan Shares and its authority to construe and
interpret the provisions of the Plan. The Plan Administrator may correct any
defect, supply any omission or reconcile any inconsistency in the Plan in such
manner and to such extent it shall deem necessary to carry it into effect.
(b) Actions of Plan Administrator. All actions take and all
interpretations and determinations made by the Plan Administrator in good faith
(including determinations of Fair Market Value) shall be final and binding upon
all Participants, the Company and all other interested persons. No member of the
Plan Administrator shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan, and all members of
the Plan Administrator shall, in addition to their rights as directors, be fully
protected by the Company with respect to any such action, determination or
interpretation.
V. AWARD PERIODS.
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Each Award Period under the Plan shall commence on the first day of each
calendar quarter beginning January 1, 1999, and shall terminate on the last day
of such quarter ending December 31, 2000. An election to participate in the Plan
must be made by the Election Date preceding the Award Period. The Company shall
distribute a certificate representing the requisite number of Plan Shares to
each Participant by the Distribution Date preceding such Award Period. For
example, if an Executive Officer elects to receive Plan Shares in lieu of
compensation for the quarter beginning April 1, 1999, an election to participate
in the Plan would need to be made by the Executive Officer no later than March
15, 1999. Upon notification of such election, the Company would then distribute
the Plan Shares to such Participant on March 31, 1999.
The Plan Administrator may, from time to time, establish Award Periods
with differing commencement dates and durations. In no event, however, shall an
Award Period extend beyond one year. No two Award Periods shall run
concurrently.
VI. ELIGIBILITY AND PARTICIPATION.
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(a) Eligibility. Except as herein provided, the persons eligible to
participate in the Plan and be granted Awards shall be Executive Officers of the
Company who shall be in a position, in the opinion of the Plan Administrator, to
make contributions to the growth, management, protection and success of the
Company and its subsidiaries. Of those persons described in the preceding
sentence, the Plan Administrator may, from time to time, select persons to be
granted Awards and shall determine the terms and conditions with respect
thereto. In making any such selection and in determining the form of the Award,
the Plan Administrator may give consideration to the person's functions and
responsibilities, the person's contributions to the Company, the value of the
individual's service to the Company and such other factors deemed relevant by
the Plan Administrator.
(b) Participation. A Participant in the Plan for a given Award Period may
elect to participate in the Plan by completing the election form prescribed by
the Plan Administrator and filing such form by the Election Date of such Award
Period with the person designated by the Plan Administrator. No election form
will be accepted from an Executive Officer who is not on the active payroll of
the Company on the filing date, unless such individual is temporarily off the
payroll by reason of illness, vacation, jury duty or other employer-approved
absence.
VII. STOCK SUBJECT TO THE PLAN.
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(a) Common Stock. The stock that is awarded to the Participants shall be
the Company's authorized but unissued or reacquired Common Stock. In order to
have Plan Shares available under the Plan, the Company may repurchase shares of
Common Stock on the open market, issue authorized but unissued stock or
otherwise. The maximum number of Plan Shares which may be issued to the
Participants during any single Award Period shall be established by the Plan
Administrator prior to the beginning of the Award Period; provided, however,
that the total number of Plan Shares which may be issued to Participants
throughout the entire duration of the Plan shall not exceed 500,000 shares of
Common Stock and such number of Common Stock hereby is reserved for such purpose
(subject to adjustment under subparagraph (b) below).
(b) Changes in Capital Structure. In the event any change is made to the
Common Stock issuable under the Plan (whether by reason of merger,
consolidation, reorganization, recapitalization, stock dividend in excess of 10%
at any single time, stock split, combination of shares, exchange of shares,
changes in corporate structure or otherwise), then appropriate adjustments shall
be made to the maximum number of shares issuable under the Plan, the maximum
number of shares issuable under any right to grant stock outstanding under the
Plan, and the number of shares and price per share of stock subject to
obligations to issue stock outstanding under the Plan.
VIII. DELIVERY OF STOCK CERTIFICATES.
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No later than the last day of the month preceding the Award Period in
which an election has been made by an Executive Officer to participate in the
Plan, the Company shall deliver to such Participant a certificate or
certificates registered in that person's name, representing the number of Plan
Shares that were granted. Unless the Plan Shares have been registered under the
Act, each certificate representing the Plan Shares shall bear a legend to
indicate that such shares represented by the certificate were issued in a
transaction which was not registered under the Act, and may only be sold or
transferred in a transaction that is registered under the Act or is exempt from
the registration requirements thereunder. Fractional shares shall not be
delivered, but shall be rounded to the next lower whole number of shares.
IX. AWARDS.
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(a) Grant of Award. The Plan Administrator shall have complete discretion
to determine when and to whom Awards are to be granted and the number of Plan
Shares to be awarded to each Executive Officer. Each Award confers upon the
recipient thereof the right to receive a specified number of shares of Common
Stock in accordance with the terms and conditions hereof. No grant will be made
if, in the judgment of the Plan Administrator, such grant would constitute a
public distribution within the meaning of the Act or the rules and regulations
promulgated thereunder.
(b) Termination of Employment. All Plan Shares awarded under the Plan to a
Participant will be forfeited and returned to the Company in the event such
Participant's employment as an Executive Officer with the Company is terminated
prior to completion of any Award Period for which Plan Shares have been issued.
In such event, all of the Plan Shares issued to the Participant for such Award
Period in which the Executive Officer has terminated employment prior to the end
of that quarter shall be returned to the Company and any remaining compensation
to be paid to such Executive Officer shall be paid pro rata by the Company in
cash consideration.
(c) Fair Market Value. Except as provided in subsection (e) below, the
value price per share shall be one hundred percent (100%) of the Fair Market
Value (as defined in Section II above) of the Common Stock of the Company on the
commencement date of the Award Period.
(d) Termination of Participation. A Participant may, at any time prior to
the Distribution Date, terminate his or her right to elect to receive Common
Stock under the Plan by filing the prescribed notification form with the Plan
Administrator or its delegate. A Participant's termination of his or her right
to receive Plan Shares shall be irrevocable with respect to the Award Period to
which it pertains.
(e) Reduction of Fair Market Value. If the Fair Market Value (as defined
in Section II above) of a share of Common Stock on the last day of the Award
Period is less than the Fair Market Value of such share on the commencement date
of the Award Period, then the value price per share under the Plan on the last
day of the Award Period shall be reduced to one hundred percent (100%) of the
Fair Market Value of such share on the last day of the Award Period.
(f) Assignability. No Award of Plan Shares may be assigned. Plan Shares
may be assigned after such shares have been delivered, only in accordance with
applicable law and any transfer restrictions imposed at the time of the Award.
X. EMPLOYMENT
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Nothing in the Plan or in the grant of an Award shall confer upon any
Participant the right to continue in the employ of the Company nor shall it
interfere with or restrict in any way the lawful rights of the Company to
discharge any Executive Officer at any time for any reason whatsoever, with or
without cause.
XI. LAWS AND REGULATIONS.
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The obligation of the Company to sell and deliver the Plan Shares on the
grant of an Award under the Plan shall be subject to the condition that the
Company be satisfied that the sale and delivery thereof will not violate the Act
or any applicable laws, rules or regulations.
XII. WITHHHOLDING OF TAXES.
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If subject to withholding tax, the Company may require that the
Participant currently pay to the Company the entire amount or a portion of any
taxes that the Company is required to withhold by reason of granting an Award,
in such amount as the Company in its discretion may determine. In lieu of part
or all of any such payment, the Executive Officer may elect to have the Company
withhold from the Plan Shares issued hereunder a sufficient number of shares to
satisfy withholding obligations. If the Company becomes required to pay
withholding taxes to any federal, state or other taxing authority as a result of
the granting of an Award, and the Executive Officer fails to provide the Company
with the funds with which to pay that withholding tax, the Company may withhold
up to fifty percent (50%) of each payment of salary or bonus to the Executive
Officer (which will be in addition to any required or permitted withholding),
until the Company has been reimbursed for the entire withholding tax it was
required to pay in respect of issuance of any Plan Shares.
XIII. AMENDMENT.
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The Board may from time to time alter, amend, suspend or discontinue the
Plan; provided, however, that no such action shall adversely affect rights and
obligations with respect to rights of a person granted an Award under the Plan
prior to that date.
XIV. MISCELLANEOUS PROVISIONS.
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(a) Governing Law. The place of administration of the Plan shall be in the
State of Colorado, and the validity, construction, interpretation and effect of
the Plan and of its rules, regulations and rights relating to it, shall be
determined solely in accordance with the laws of such state.
(b) Expenses. All expenses of administering the Plan and issuing Plan
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Shares shall be borne by the Company.
(c) Other Compensation Plans. The adoption of the Plan shall not affect
any other stock option or incentive or other compensation plans in effect for
the Company, nor shall the Plan preclude the Company from establishing any other
forms of incentive or other compensation plans.
(d) Number and Gender. Whenever used herein, nouns in the singular shall
include the plural where appropriate, and the masculine pronoun shall include
the feminine gender.
(e) Headings. Headings of articles and sections hereof are inserted
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for convenience of reference and constitute no part of the Plan.
By signature below, the undersigned officers of the Company hereby certify
that the foregoing is a true and correct copy of the Corgenix Medical
Corporation Stock Compensation Plan.
Dated: December 17, 1998.
CORGENIX MEDICAL CORPORATION
By: s/Douglass T. Simpson
Douglass T. Simpson
President
Attest:
s/Taryn G. Reynolds
Taryn G. Reynolds
Secretary
CORGENIX MEDICAL CORPORATION
STOCK COMPENSATION PLAN
ELECTION TO PARTICIPATE
NAME OF EXECUTIVE OFFICER:
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DATE OF ELECTION:
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(____) I wish to participate in the Corgenix Medical Corporation Stock
Compensation Plan for the following Award Period(s) indicated below to be
effective on the first day of each quarter of 1999:
(___) January 15 - March 31 (___) April 1 - June 30
(___) July 1 - September 30 (___) October 1- December 31
I understand that the above election will remain in effect during each Award
Period and thereafter until I request a change or terminate my employment with
Corgenix Medical Corporation.
Participant Name
Participant Signature
This form must be received by the Plan Administrator by the fifteenth day of the
month preceding each Award Period.
CORGENIX MEDICAL CORPORATION
STOCK COMPENSATION PLAN
TERMINATION OF ELECTION TO PARTICIPATE
NAME OF EXECUTIVE OFFICER:
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DATE OF TERMINATION:
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(____) I wish to terminate my participation in the Corgenix Medical Corporation
Stock Compensation Plan for the following Award Period(s) indicated below to be
effective on the first day of each month in 1999:
(___) January 15 - March 31 (___) April 1 - June 30
(___) July 1 - September 30 (___) October 1- December 31
I understand that the above termination will remain in effect during each Award
Period and thereafter until I make another election to participate in the Plan
no later than fifteenth day prior to an Award Period.
Participant Name
Participant Signature
This form must be received by the Plan Administrator by the fifteenth day of the
month preceding each Award Period in which termination is requested.