Exhibit 10.1
AMENDMENT NO. 3
TO
IR BIOSCIENCES HOLDINGS,
INC.
2003 STOCK OPTION, DEFERRED STOCK
AND RESTRICTED STOCK PLAN
Pursuant to Section 7 of the IR
BioSciences Holdings, Inc. 2003 Stock Option, Deferred Stock and
Restricted Stock Plan (the “Plan”) the Board of
Directors has duly adopted a resolution to amend provisions of the
Plan to allow for the grant of Bonus Stock awards as
follows:
The name and title of the Plan is
hereby amended to read in its entirety as follows:
“IR BioSciences Holdings, Inc. 2003 Stock
Option, Deferred Stock, Restricted Stock and Bonus Stock
Plan”
Section 1(b)(2) of Plan is hereby
amended to read in its entirety as follows:
“Award” means any award of Deferred
Stock, Restricted Stock, Stock Option or Stock
Bonus.”
A new Section 1(b)(22) is hereby
added to read in its entirety as follows:
“Bonus Stock” means an award of
shares of Stock granted pursuant to Section 6A which may be subject
to provisions for forfeiture and other restrictions and objectives
that will lapse as set forth in the grant.”
Section 2(b) of Plan is hereby
amended to read in its entirety as follows:
“The Administrator shall have the power
and authority to grant to Eligible Persons, pursuant to terms of
the Plan: (i) Stock Options, (ii) Deferred Stock, (iii) Restricted
Stock, (iv) Bonus Stock, or (v) any combination of the
foregoing.”
Section 2(b)(2) of Plan is hereby
amended to read in its entirety as follows:
“to determine whether and to what extent
Stock Options, Deferred Stock, Restricted Stock, Bonus Stock or a
combination of the foregoing, are to be granted to Eligible Persons
of the Company.”
Section 2(b)(4) of Plan is hereby
amended to read in its entirety as follows:
“to determine the terms and conditions,
not inconsistent with the terms of the Plan, of any such Award
including, but not limited to, (i) the restricted period applicable
to Deferred Stock, Restricted Stock or Bonus Stock awards, (ii) the
date or dates on which restrictions applicable to such Deferred
Stock, Restricted Stock or Bonus Stock awards shall lapse during
such period, and (iii) when and in what increments shares covered
by Stock Option may be purchased, subject to applicable rules and
regulations and restrictions set forth herein:
and”
The first sentence of Section 4
ELIGIBILITY is hereby amended to read in its entirety as
follows:
“ Officers, employees and directors of,
and consultants and advisors providing services to the Company,
shall be eligible to be granted Non-Qualified Stock Options,
Deferred Stock, Restricted Stock or Bonus Stock awards
hereunder.”
A new Section 6A entitled Stock
Bonus is hereby added to read in its entirety as
follows:
“SECTION 6A. BONUS
STOCK
(a) Bonus Stock awards may be issued to Eligible
Persons either alone or in addition to other Awards granted under
the Plan. The Administrator shall determine the Eligible Persons,
and the time or times at which grants of the Bonus Stock awards
shall be made and the vesting thereof; the number of shares to be
awarded; the provisions for the forfeiture of and restrictions on
the sale, resale or other disposition of the shares to be awarded,
if any; the performance objectives applicable to the Bonus Stock
awards, if any; the date or dates on which restrictions applicable
to such Bonus Stock awards shall lapse, if any; and all other
conditions of the Bonus Stock awards. The Administrator
may also condition the grant of Bonus Stock awards upon the
exercise of Stock Options, Deferred Stock or Restricted Stock, or
upon such other criteria as the Administrator may determine, in its
sole discretion. The provisions of the Bonus
