AMERICAN IR TECHNOLOGIES, INC.
2001 STOCK AWARD PLAN
1. Purpose of the Plan
The American IR Technologies, Inc. 2001 Stock Award Plan (the "Plan") is
intended to attract, retain, motivate and reward officers, directors, employees
of, and consultants to American IR Technologies, Inc. (the "Company") and
subsidiaries of the Company, who are and will be contributing to the success of
the business of the Company; to provide competitive incentive compensation
opportunities; and to further opportunities for stock ownership by such
employees and consultants in order to increase their proprietary interest in the
Company. It is the intention of the Company that the Plan comply with the
definition of an "employee benefit plan" contained in Rule 405 under the
Securities Act of 1933, as amended, (the "Act"), and that awards be made to
"employees" as defined in Rule 405. Accordingly, the Company may from time to
time, grant to selected employees and consultants ("participants") awards
("awards") of shares of common stock of the Company, $.001 par value ("Shares"),
subject to the terms and conditions hereinafter provided. Awards shall only be
made to natural persons, for bona fide services to the Company, and not in
connection with the offer or sale of securities in a capital-raising transaction
or directly or indirectly to make a market in the Company's securities.
2. Administration of the Plan
This Plan shall be administered by the Board of Directors of the Company
(the "Board"). The Board is authorized to interpret the Plan and may from time
to time adopt such rules and regulations for carrying out the Plan as it may
deem appropriate, including rules and regulations to comply with the
requirements of Rule 16(b)(3) under the Securities Exchange Act of 1934. No
Director shall be eligible to vote or decide upon awards to such Director under
the Plan. Decisions of the Board in connection with the administration of the
Plan shall be final, conclusive, and binding upon all parties, including the
Company, shareholders, employees and consultants.
Subject to the terms, provisions, and conditions of this Plan as set forth
herein, the Board shall have sole discretion and authority:
(a) to select the employees and consultants to be awarded Shares
(it being understood that more than one award may be granted to
the same employee or consultant);
(b) to determine the number of Shares to be awarded to each
recipient;
(c) to determine the time or times when the awards may be
granted;
(d) to prescribe the form of stock legend for the certificates of
Shares or other instruments, if any, evidencing any awards,
granted under this Plan, and
(e) to cause Shares to be registered on Form S-8 under the Act
either prior or subsequent to the making of an award.
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3. Shares Subject to the Plan
The aggregate number of Shares which may be awarded under the Plan shall
not exceed 2,000,000 Shares of stock of the Company. Shares to be awarded under
the Plan shall be made available, at the discretion of the Board, either from
the authorized but unissued shares of the Company or from shares of common stock
reacquired by the Company, including shares purchased in the open market.
4. Eligibility
Shares shall be awarded only to employees (the term "employees" shall
include officers as well as other key employees of the Company, and shall
include directors who are also employees of the Company) of and consultants to
the Company it being the intention of the Company that awards shall be made only
to persons who satisfy the definition of "employee" contained in Rule 405 under
the Act.
5. Awards and Certificates
Each recipient shall be issued a certificate in respect of Shares awarded
under the Plan. Such certificate shall be registered in the name of the
participant, and shall bear an appropriate restrictive legend on its face,
unless such Shares have been registered under the Act. The Company may register
on Form S-8 under the Act, on behalf of the recipients, Shares issued or to be
issued pursuant to the Plan.
6. Termination and Amendment
The Board may amend, suspend, or terminate the Plan at any time provided
that no such modification shall impair the rights of any recipient under any
award.
7. Miscellaneous
(a) Nothing in the Plan shall require the Company to issue or
transfer any Shares pursuant to an award if such issuance or
transfer would, in the opinion of the Board, constitute or result
in a violation of any applicable statute or regulation of any
jurisdiction relating to the disposition of securities.
(b) Notwithstanding any other provision of the Plan, the Board
may at any time make or provide for such adjustment to the Plan,
to the number of Shares available thereunder, or to any awards of
Shares as it shall deem appropriate, to prevent dilution or
enlargement of rights, including adjustments in the event of
changes in the number of outstanding Shares by reason of stock
dividends or distributions, stock splits or other combinations or
subdivisions of stock, recapitalization, issuances by
reclassification, mergers, consolidations, combinations or
exchanges of shares, separations, reorganizations, liquidations,
or other similar corporate changes. Anu such determination by the
Board shall be conclusive.
(c) No employee, consultant or other person shall have any claim
or right to be granted Shares under the Plan, and neither the
Plan nor any action taken thereunder shall be construed as giving
any participant, recipient, employee, consultant or other person
any right to be retained in the employ of or by the Company.
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(d) Income realized as a result of an award of Shares shall not
be included in the recipient's earnings for the purpose of any
benefit plan in which the recipient may be enrolled or for which
the recipient may become eligible unless otherwise specifically
provided for in such plan.
(e) If and when a recipient is required to pay the Company an
amount required to be withheld under any federal, state or local
income tax laws in connection with an award under the Plan, the
Board may, in its sole discretion and subject to such rules as it
may adopt, permit the participant to satisfy the obligation, in
whole or in part, be electing to have the Company withhold Shares
having a fair market value equal to the amount required to be
withheld. The election to have Shares withheld must be made on or
before the date the amount of tax to be withheld is determined.
8. Effective Date and Term of the Plan
The effective date of the Plan shall be September 1, 2001 and the Plan
shall remain in full force until December 31, 2003 or until all Shares have been
awarded, whichever first occurs.
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