EXHIBIT 4.2
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THOMAS PHARMACEUTICALS, LTD.
2008 DIRECTORS' AND OFFICERS' STOCK INCENTIVE PLAN
1.
PURPOSES.
The purpose of the 2008 Directors' and Officers' Stock Incentive
Plan (the
"Plan") is to (i) provide long-term incentives and rewards to
officers and
directors ("Eligible Participants") of Thomas Pharmaceuticals, Ltd.
("the
Company") and its subsidiaries; (ii) assist the Company in
attracting and
retaining officers and directors, with experience and/or ability on
a basis
competitive with industry practices; and (iii) associate the
interests of such
officers and directors with those of the Company's
stockholders.
2.
EFFECTIVE DATE.
The Plan is effective as of the date it is adopted by the Board of
Directors of
the Company and Awards may be made under the Plan on and after its
effective
date.
3.
ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board of Directors of the
Company and the
Board shall be so constituted as to permit the Plan to comply with
the
disinterested administration requirements under Rule 16b-3 of the
Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the
"outside
director" requirement of Section 162(m) of the Internal Revenue
Code of 1986, as
amended (the "Code").
The Board shall have all the powers vested in it by the terms of
the Plan, such
powers to include exclusive authority (within the limitations
described herein)
to select the Eligible Participants to be granted awards under the
Plan, to
determine the type, size and terms of awards to be made to each
Eligible
Participant selected, to determine the time when awards will be
granted, when
they will vest, when they may be exercised and when they will be
paid, to amend
awards previously granted and to establish objectives and
conditions, if any,
for earning awards and whether awards will be paid after the end of
the award
period. The Board shall have full power and authority to administer
and
interpret the Plan and to adopt such rules, regulations,
agreements, guidelines
and instruments for the administration of the Plan and for the
conduct of its
business as the Board deems necessary or advisable and to interpret
same. The
Board's interpretation of the Plan, and all actions taken and
determinations
made by the Board pursuant to the powers vested in it hereunder,
shall be
conclusive and binding on all parties concerned, including the
Company
stockholders, any participants in the Plan and any other Eligible
Participant of
the Company.
All directors and officers of the Company and all directors and
officers of
Affiliates shall be eligible to participate in the Plan. The Board,
in its sole
discretion, shall from time to time designate from among the
eligible directors
and officers who are to receive awards under and thereby become
participants in
the Plan. For purposes of the Plan, "Affiliate" shall mean any
entity, as may
from time to time be designated by the Board, that is a subsidiary
corporation
of the Company (within the meaning of Section 424 of the Code), and
each other
entity directly or indirectly controlling or controlled by or under
common
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control with the Company. For purposes of this definition,
"control" means the
power to direct the management and policies of such entity, whether
through the
ownership of voting securities, by contract or otherwise; and the
terms
"controlling" and "controlled" have meaning correlative to the
foregoing.
4.
AWARDS.
(a) Types. Awards under the Plan shall be made with reference to
shares of the
Company common stock and may include, but need not be limited to,
stock options
(including non-statutory stock options and incentive stock options
qualifying
under Section 422 of the Code), stock appreciation rights
(including
free-standing, tandem and limited stock appreciation rights),
warrants, dividend
equivalents, stock awards, restricted stock, phantom stock,
performance shares
or other securities or rights that the Board determines to be
consistent with
the objectives and limitations of the Plan. The Board may provide
for the
issuance of shares of the Company common stock as a stock award for
no
consideration other than services rendered or, to the extent
permitted by
applicable state law, to be rendered. In the event of an award
under which
shares of the Company common stock are or may in the future be
issued for any
other type of consideration, the amount of such consideration shall
(i) be equal
or greater than to the amount (such as the par value of such
shares) required to
be received by the Company in order to assure compliance with
applicable state
law and (ii) to the extent necessary to comply with Rule 16b-3 of
the Exchange
Act, be equal to or greater than 50% of the fair market value of
such shares on
the date of grant of such award. The Board may make any other type
of award
which it shall determine is consistent with the objectives and
limitations of
the Plan.
(b) Performance Goals. The Board may, but need not, establish
performance goals
to be achieved within such performance periods as may be selected
by it in its
sole discretion, using such measures of the performance of the
Company and/or
its Affiliates as it may select.
(c) Rules and Policies. The Board may adopt from time to time
written rules and
policies implementing the Plan. Such rules and policies may
include, but need
not be limited to, the type, size and term of awards to be made to
participants
and the conditions for the exercise or payment of such awards.
5. SHARES
OF STOCK SUBJECT TO THE PLAN.
The shares that may be delivered or purchased or used for reference
purposes
under the Plan shall not exceed an aggregate of twenty percent
(20%) of the
issued and outstanding shares of the Company's Class A Common
Stock, no par
value per share, as determined by the Board from time to time. Any
shares
