BIOMEDICAL TECHNOLOGY
SOLUTIONS HOLDINGS, INC.
2008 EQUITY INCENTIVE
PLAN
INTRODUCTION
On May 30, 2008, the
Board of Directors of CET Services, Inc., predecessor to BioMedical
Technology Solutions Holdings, Inc., adopted this 2008 Equity
Incentive Plan (the "Plan") which Plan was approved by the
Stockholders on August 12, 2008.
1.
PURPOSES
(a)
The purpose of the Plan
is to provide a means by which selected Employees and Directors of
and Consultants to the Company and its Affiliates may be given an
opportunity to benefit from increases in value of the common stock
of the Company ("Common Stock") through the granting of (i)
Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii)
stock bonuses and (iv) rights to purchase restricted stock, and (v)
stock appreciation rights, all as defined below.
(b)
The Company, by means of
the Plan, seeks to retain the services of persons who are now
Employees, Directors or Consultants, to secure and retain the
services of new Employees, Directors and Consultants, and to
provide incentives for such persons to exert maximum efforts for
the success of the Company and its Affiliates.
(c)
The Company intends that
the Stock Awards issued under the Plan shall, in the discretion of
the Board or any Committee to which responsibility for
administration of the Plan has been delegated pursuant to
subsection 3(c), be either (i) Options granted pursuant to Section
6 or 7 hereof, including Incentive Stock Options and Nonstatutory
Stock Options, or (ii) stock bonuses or rights to purchase
restricted stock granted pursuant to Section 8 hereof, or (iii)
stock appreciation rights granted pursuant to Section 9 hereof.
All Options shall be separately designated Incentive Stock
Options or Nonstatutory Stock Options at the time of grant, and a
separate certificate or certificates will be issued for shares
purchased on exercise of each type of Option.
2.
DEFINITIONS
(a)
"AFFILIATE" means any
parent corporation or subsidiary corporation, whether now or
hereafter existing, as those terms are defined in Sections 424(e)
and (f) respectively, of the Code.
(b)
"BOARD" means the Board
of Directors of the Company.
(c)
"CODE" means the
Internal Revenue Code of 1986, as amended.
(d)
"COMMITTEE" means a
Committee appointed by the Board in accordance with subsection 3(c)
of the Plan.
(e)
"COMPANY" means CET
SERVICES, INC.
(f)
"CONCURRENT STOCK
APPRECIATION RIGHT" OR "CONCURRENT RIGHT" means a right granted
pursuant to subsection 9(b)(2) of the Plan.
(g)
"CONSULTANT" means any
person, including an advisor, engaged by the Company or an
Affiliate to render consulting services and who is compensated for
such services, provided that the term "Consultant" shall not
include Directors who are paid only a director's fee by the Company
or who are not compensated by the Company for their services as
Directors.
(h)
"CONTINUOUS STATUS AS AN
EMPLOYEE, DIRECTOR OR CONSULTANT" means the employment or
relationship as a Director or Consultant is not interrupted or
terminated. The Board, in its sole discretion, may determine
whether Continuous Status as an Employee, Director or Consultant
shall be considered interrupted in the case of: (i) any leave
of absence approved by the Board, including sick leave, military
leave, or any other personal leave; or (ii) transfers between
locations of the Company or between the Company, Affiliates or
their successors.
(i)
"DIRECTOR" means a
member of the Board.
(j)
"EMPLOYEE" means any
person, including Officers and Directors, employed by the Company
or any Affiliate of the Company. Neither service as a
Director nor payment of a director's fee by the Company shall be
sufficient to constitute "employment" by the Company.
(k)
"EXCHANGE ACT" means the
Securities Exchange Act of 1934, as amended.
(l)
"FAIR MARKET VALUE"
means, as of any date, the value of the Common Stock of the Company
determined as follows:
(1)
If the Common Stock is
listed on any established stock exchange, or traded on the OTC
Electronic Bulletin Board, the Nasdaq National Market or the Nasdaq
SmallCap Market, the Fair Market Value of a share of Common Stock
shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such exchange or
market (or the exchange or market with the greatest volume of
trading in Common Stock) on the last market trading day prior to
the day of determination, as reported in the Wall Street Journal or
such other source as the Board deems reliable;
(2)
In the absence of such
markets for the Common Stock, the Fair Market Value shall be
determined in good faith by the Board.
(m)
"INCENTIVE STOCK OPTION"
means an Option intended to qualify as an incentive stock option
within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.
(n)
"INDEPENDENT STOCK
APPRECIATION RIGHT" means a right granted pursuant to subsection
9(b)(3) of the Plan.
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(o)
"NON-EMPLOYEE DIRECTOR"
means a Director who either (i) is not a current Employee or
Officer of the Company or its parent or subsidiary, does not
receive compensation (directly or indirectly) from the Company or
its parent or subsidiary for services rendered as a consultant or
in any capacity other than as a Director (except for an amount as
to which disclosure would not be required under Item 404(a) of
Regulation S-K promulgated pursuant to the Securities Act of 1933
("Regulation S-K"), does not possess an
interest in any other transaction as to which disclosure would be
required under Item 404(a) of Regulation S-K, and is not engaged in
a business relationship as to which disclosure would be required
under Item 404(b) of Regulation S-K; or (ii) is otherwise
considered a "non-employee director" for purposes of Rule
16b-3.
(p)
"NONSTATUTORY STOCK
OPTION" means an Option not intended to qualify as an Incentive
Stock Option.
(q)
"OFFICER" means a person
who is an officer of the Company within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated
thereunder.
(r)
"OPTION" means a stock
option granted pursuant to the Plan.
(s)
"OPTION AGREEMENT" means
a written agreement between the Company and an Optionee evidencing
the terms and conditions of an individual Option grant. Each Option
Agreement shall be subject to the terms and conditions of the
Plan.
(t)
"OPTIONEE" means a
person to whom an Option is granted pursuant to the
Plan.
(u)
"OUTSIDE DIRECTOR" means
a Director who either (i) is not a current employee of the Company
or an "affiliated corporation" (within the meaning of Treasury
regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation"
receiving compensation for prior services (other than benefits
under a tax qualified pension plan), was not an officer of the
Company or an "affiliated corporation" at any time, and is not
currently receiving direct or indirect remuneration from the
Company or an "affiliated corporation" for services in any capacity
other than as a Director, or (ii) is otherwise considered an
"outside director" for purposes of Section 162(m) of the
Code.
(v)
"PLAN" means this
BioMedical Technology Solutions, Inc. 2008 Equity Incentive
Plan.
(w)
"RULE 16b-3" means Rule
16b-3 of the Exchange Act or any successor to Rule
16b-3, as in effect when discretion is being exercised
with respect to the Plan.
(x)
"STOCK APPRECIATION
RIGHT" means any of the various types of rights which may be
granted under Section 9 of the Plan.
(y)
"STOCK AWARD" means any
right granted under the Plan, including any Option, any stock
bonus, and any right to purchase restricted stock.
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(z)
"STOCK AWARD AGREEMENT"
means a written agreement between the Company and a holder of a
Stock Award evidencing the terms and conditions of an individual
Stock Award grant. Each Stock Award Agreement shall be
subject to the terms and conditions of the Plan.
(aa)
"TANDEM STOCK
APPRECIATION RIGHT" OR "TANDEM RIGHT" means a right granted
pursuant to subsection 9(b)(1) of the Plan.
3.
ADMINISTRATION
(a)
The Plan shall be
administered by the Board unless and until the Board delegates
administration to a Committee, as provided in subsection
3(c).
(b)
The Board shall have the
power, subject to, and within the limitations of, the express
provisions of the Plan:
(1)
To determine from time
to time which of the persons eligible under the Plan shall be
granted Stock Awards; when and how each Stock Award shall be
granted; whether a Stock Award will be an Incentive Stock Option, a
Nonstatutory Stock Option, a stock bonus, a right to purchase
restricted stock, a Stock Appreciation Right, or a combination of
the foregoing; the provisions of each Stock Award granted (which
need not be identical), including the time or times when a person
shall be permitted to receive stock pursuant to a Stock Award;
whether a person shall be permitted to receive stock upon exercise
of an Independent Stock Appreciation Right; and the number of
shares with respect to which a Stock Award shall be granted to each
such person.
(2)
To construe and
interpret the Plan and Stock Awards granted under it, and to
establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may
correct any defect, omission or inconsistency in the Plan or in any
Stock Award Agreement, in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective.
(3)
To amend the Plan or a
Stock Award as provided in Section 15.
(4)
Generally, to exercise
such powers and to perform such acts as the Board deems necessary
or expedient to promote the best interests of the Company which are
not in conflict with the provisions of the Plan.
(c)
The Board may delegate
administration of the Plan to a committee or committees
("Committee") of one or more members of the Board. In the
discretion of the Board, a Committee may consist solely of two or
more Outside Directors, in accordance with Code Section 162(m), or
solely of two or more Non-Employee Directors, in accordance with
Rule 16b-3. If administration is delegated to a Committee,
the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board (and
references in this Plan to the Board shall
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thereafter be to the
Committee), subject, however, to such resolutions, not inconsistent
with the provisions of the Plan, as may be adopted from time to
time by the Board. The Board may abolish the Committee at any
time and revest in the Board the administration of the
Plan.
4.
SHARES SUBJECT TO THE
PLAN
(a)
Subject to the
provisions of Section 13 relating to adjustments upon changes in
stock, the stock that may be issued pursuant to Stock Awards shall
not exceed in the aggregate 2,000,000 shares of Common Stock (after
giving effect to any stock split or reverse stock split that may be
implemented within twelve months of the completing of a merger
transaction with BioMedical Technologies Systems, Inc. and
conversion ratios that may be implemented in connection with a
reverse merger by the Company with a publicly reporting entity in
lieu of an initial public offering ). If any Stock Award
shall for any reason expire or otherwise terminate, in whole or in
part, without having been exercised in full (or vested in the case
of Restricted Stock), the stock not acquired under such Stock Award
shall revert to and again become available for issuance under the
Plan. Shares subject to Stock Appreciation Rights exercised
in accordance with Section 9 of the Plan shall not be available for
subsequent issuance under the Plan.
(b)
The stock subject to the
Plan may be unissued shares or reacquired shares, bought on the
market or otherwise.
5.
ELIGIBILITY
(a)
Incentive Stock Options
and Stock Appreciation Rights appurtenant thereto may be granted
only to Employees. Stock Awards other than Incentive Stock
Options and Stock Appreciation Rights appurtenant thereto may be
granted only to Employees, Directors or Consultants.
(b)
No person shall be
eligible for the grant of an Incentive Stock Option if, at the time
of grant, such person owns (or is deemed to own pursuant to Section
424(d) of the Code) stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the
Company or of any of its Affiliates unless the exercise price of
such Option is at least one hundred ten percent (110%) of the Fair
Market Value of such stock at the date of grant and the Option is
not exercisable after the expiration of five (5) years from the
date of grant.
6.
OPTION
PROVISIONS
Each Option shall be in
such form and shall contain such terms and conditions as the Board
shall deem appropriate. The provisions of separate Options
need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or
otherwise) the substance of each of the following
provisions:
(a)
TERM. No Option
shall be exercisable after the expiration of ten (10) years from
the date it was granted.
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(b)
PRICE. The
exercise price of each Incentive Stock Option shall be not less
than one hundred percent (100%) of the Fair Market Value of the
stock subject to the Option on the date the Option is granted. The
exercise price of each Nonstatutory Stock Option shall be any price
set by the Board or Committee.
(c)
CONSIDERATION. The
purchase price of stock acquired pursuant to an Option shall be
paid, to the extent permitted by applicable statutes and
regulations, either (i) in cash at the time the Option is
exercised, or (ii) at the discretion of the Board or the Committee,
at the time of the grant of the Option, (A) by delivery to the
Company of other Common Stock of the Company, (B) according to a
deferred payment or other arrangement (which may include, without
limiting the generality of the foregoing, the use of other Common
Stock of the Company) with the person to whom the Option is granted
or to whom the Option is transferred pursuant to subsection 6(d),
or (C) in any other form of legal consideration that may be
acceptable to the Board.
In the case of any
deferred payment arrangement, interest shall be payable at least
annually and shall be charged at the minimum rate of interest
necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to
be interest under the deferred payment arrangement.
(d)
TRANSFERABILITY.
An Incentive Stock Option shall not be transferable except by
will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the person to whom the Incentive
Stock Option is granted only by such person. A Nonstatutory
Stock Option may be transferred to the extent provided in the
Option Agreement; provided that if the Option Agreement does not
expressly permit the transfer of a Nonstatutory Stock Option, the
Nonstatutory Stock Option shall not be transferable except by will,
by the laws of descent and distribution or pursuant to a domestic
relations order satisfying the requirements of Rule 16b-3, and
shall be exercisable during the lifetime of the person to whom the
Option is granted only by such person or any transferee pursuant to
a domestic relations order. Notwithstanding the foregoing, the
person to whom the Option is granted may, by delivering written
notice to the Company, in a form satisfactory to the Company,
designate a third party who, in the event of the death of the
Optionee, shall thereafter be entitled to exercise the
Option.
(e)
VESTING. The total
number of shares of stock subject to an Option may, but need not,
be allotted in periodic installments (which may, but need not, be
equal). The Option Agreement may provide that from time to
time during each of such installment periods, the Option may become
exercisable ("vest") with respect to some or all of the shares
allotted to that period, and may be exercised with respect to some
or all of the shares allotted to such period and/or any prior
period as to which the Option became vested but was not fully
exercised. The Option may be subject to such other terms and
conditions on the time or times when it may be exercised (which may
be based on performance or other criteria) as the Board may deem
appropriate. The provisions of this subsection 6(e) are
subject to any Option provisions governing the minimum number of
shares as to which an Option may be exercised.
(f)
TERMINATION OF
EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR CONSULTANT. In the
event an Optionee's Continuous Status as an Employee,
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Director or Consultant
terminates (other than upon the Optionee's death or disability),
the Optionee may exercise his or her Option (to the extent that the
Optionee was entitled to exercise it at the date of termination)
but only within such period of time ending on the earlier of (i)
the date three (3) months after the termination of the Optionee's
Continuous Status as an Employee, Director or Consultant (or such
longer or shorter period specified in the Option Agreement), or
(ii) the expiration of the term of the Option as set forth in the
Option Agreement. If, after termination, the Optionee does
not exercise his or her Option within the time specified in the
Option Agreement, the Option shall terminate, and the shares
covered by such Option shall revert to and again become available
for issuance under the Plan.
(g)
DISABILITY OF OPTIONEE.
In the event an Optionee's Continuous Status as an Employee,
Director or Consultant terminates as a result of the Optionee's
disability, the Optionee may exercise his or her Option (to the
extent that the Optionee was entitled to exercise it at the date of
termination), but only within such period of time ending on the
earlier of (i) the date twelve (12) months following such
termination (or such longer or shorter period specified in the
Option Agreement), or (ii) the expiration of the term of the Option
as set forth in the Option Agreement. If, at the date of
termination, the Optionee is not entitled to exercise his or her
entire Option, the shares covered by the unexercisable portion of
the Option shall revert to and again become available for issuance
under the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the
Option shall terminate, and the shares covered by such Option shall
revert to and again become available for issuance under the
Plan.
(h)
DEATH OF OPTIONEE.
In the event of the death of an Optionee during, or within a
three-month period (or 12 month period in the case of totally
disabled Optionees) after the termination of, the Optionee's
Continuous Status as an Employee, Director or Consultant, the
Option shall be fully vested and may be exercised by the Optionee's
estate, by a person who acquired the right to exercise the Option
by bequest or inheritance or by a person designated to exercise the
option upon the Optionee's death pursuant to subsection 6(d), but
only within the period ending on the earlier of (i) the date twelve
(12) months following the date of death (or such longer or shorter
period specified in the Option Agreem
