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Exhibit 10.7
2007 STOCK OPTION PLAN
OF
REVOLUTIONS MEDICAL CORPORATION
1.
PURPOSES OF THE PLAN
The Purposes of the 2007 Stock Option Plan (the "Plan") of
Revolutions
Medical Corporation, a Nevada corporation (the "Company"), are
to:
(b) Encourage selected employees, directors and consultants to
improve operations and increase profits of the Company;
(c) Encourage selected employees, directors and consultants to
accept or continue employment or association with the Company
or its Affiliates; and
(d) Increase the interest of selected employees, directors and
consultants in the Company's welfare through participation in
the growth in value of the common stock of the Company (the
"Common Stock").
Options granted under this Plan ("Options") may be "incentive
stock
options" ("ISOs") intended to satisfy the requirements of Section
422 of the
Internal Revenue Code of 1986, as amended, and the regulations
thereunder (the
"Code"), or "non-qualified options" ("NQOs").
2.
ELIGIBLE PERSONS
Every Person who at the date of grant of an Option is an employee
of
the Company or of any Affiliate (as defined below) of the Company
is eligible to
receive NQOs or ISOs under this Plan. Every person who at the date
of grant is a
consultant to, or non-employee director of, the Company or any
Affiliate (as
defined below) of the Company is eligible to receive NQOs under
this Plan. The
term "Affiliate" as used in the Plan means a parent or subsidiary
corporation as
defined in the applicable provisions (currently Sections 424(e) and
(f),
respectively) of the Code. The term "employee" includes an officer
or director
who is an employee of the Company. The term "consultant" includes
persons
employed by, or otherwise affiliated with, a consultant.
3.
STOCK SUBJECT TO THIS PLAN; MAXIMUM NUMBER OF GRANTS
Subject to the provisions of Section 6.1.1 of the Plan, the
total
number of shares of stock which may be issued under Options granted
pursuant to
this Plan shall not exceed Twenty Million (20,000,000) shares of
Common Stock,
$.001 par value per share. The shares covered by the portion of any
grant under
the Plan which expires unexercised shall become available again for
grants under
the Plan.
4.
ADMINISTRATION
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(a) The Plan shall be administered by the Board of Directors
on the Company (the "Board") or by a committee (the
"Committee") to which administration of the Plan, or of part
of the Plan, is delegated by the Board (in either case, the
"Administrator"). The Board shall appoint and remove members
of the Committee in its discretion in accordance with
applicable laws. If necessary in order to comply with Rule
16b-3 under the Exchange Act and Section 162 (m) of the Code,
the Committee shall, in the Board's discretion, be comprised
solely of "non-employee directors" within the meaning of said
Rule 16b-3 and "outside directors" within the meaning of
Section 162 (m) of the Code. The foregoing notwithstanding,
the Administrator may delegate nondiscretionary administrative
duties to such employees of the Company as it deems proper and
the Board, in its absolute discretion, may at any time and
from time to time exercise any and all rights and duties of
the Administrator under the Plan.
(b) Subject to the other provisions of this Plan, the
Administrator shall have the authority, in its discretion: (i)
to grant Options; (ii) to determine the fair market value of
the Common Stock subject to Options; (iii) to determine the
exercise price of Options granted; (iv) to determine the
persons to whom, and the time or times at which, Options shall
be granted, and the number of shares subject to each option;
(v) to interpret this Plan; (vi) to prescribe, amend, and
rescind rules and regulations relating to this Plan; (vii) to
determine the terms and provisions of each Option granted
(which need not be identical), including but not limited to,
the time or times at which Options shall be exercisable;
(viii) with the consent of the optionee, to modify or amend
any Option; (ix) to defer (with the consent of the optionee)
the exercise date of any Option; (x) to authorize any person
to execute on behalf of the Company any instrument evidencing
the grant of an Option; and (xi) to make all other
determinations deemed necessary or advisable for the
administration of this Plan. The Administrator may delegate
nondiscretionary administrative duties to such employees of
the Company, as it deems proper.
(c) All Questions of interpretation, implementation, and
application of this Plan shall be determined by the
Administrator. Such determinations shall be final and binding
on all persons.
5.
GRANTING OF OPTIONS; OPTION AGREEMENT
(a) No Options shall be granted under this Plan after 10 years
from the date of adoption of this Plan by the Board.
(b) Each Option shall be evidenced by a written stock option
agreement, in form satisfactory to the Administrator, executed
by the Company and the person to whom such Option is granted.
(c) The stock option agreement shall specify whether each
Option it evidences is an NQO or an ISO.
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(d) Subject to Section 6.3.3 with respect to ISOs, the
Administrator may approve the grant of Options under this Plan
to persons who are expected to become employees, directors or
consultants of the Company, but are not employees, directors
or consultants at the date of approval, and the date of
approval shall be deemed to be the date of the grant unless
otherwise specified by the Administrator.
6.
TERMS AND CONDITIONS OF OPTIONS
Each Option granted under this Plan shall be subject to the terms
and
conditions set forth in Section 6.1. NQOs shall be also subject to
the terms and
conditions set forth in Section 6.2, but not those set forth in
Section 6.3.
ISOs shall also be subject to the terms and conditions set forth in
Section 6.3,
but not those set forth in Section 6.2.
a.
Terms and Conditions to Which All Options Are Subject. All
Options granted under this Plan shall be subject to the
following terms and conditions:
i.
Changes in Capital Structure. Subject to Section
6.1.2, if the stock of the Company is changed by
reason of a stock split, reverse stock split, stock
dividend, or recapitalization, combination or
reclassification, appropriate adjustments shall be
made by the Board in (a) the number and class of
shares of stock subject to this Plan and each Option
outstanding under this Plan, and (b) the exercise
price of each outstanding Option; provided, however,
that the Company shall not be required to issue
fractional shares as a result of any such
adjustments. Each such adjustment shall be subject to
approval by the Board in its sole discretion.
ii. Corporate
Transactions. In the event of the proposed
dissolution or liquidation of the Company, the
Administrator shall notify each optionee at least 30
days prior to such proposed action. To the extent not
previously exercised, all Options will terminate
immediately prior to the consummation of such
proposed action; provided, however, that the
Administrator, in the exercise of its sole
discretion, may permit exercise of any Options prior
to their termination, even if such Options were not
otherwise exercisable. In the event of a merger or
consolidation of the Company with or into another
corporation or entity in which the Company does not
survive, or in the event of a sale of all or
substantially all of the assets of the Company in
which the shareholders of the Company receive
securities of the acquiring entity or an affiliate
thereof, all Options shall be assumed or equivalent
options shall be substituted by the successor
corporation (or other entity) or a parent or
subsidiary of such successor corporation (or other
entity); provided, however, that if such
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successor does not agree to assume the Options or to
substitute equivalent options therefor, the
Administrator, in the exercise of its sole
discretion, may permit the exercise of any of the
Options prior to consummation of such event, even if
such Options were not otherwise exercisable.
iii.
Time
of Option Exercise. Subject to Section 5 and
Section 6.3.4, Options granted under this Plan shall
be exercisable (a) immediately as of the effective
date of the stock option agreement granting the
Option, or (b) in accordance with a schedule as may
be set by the Administrator (each such date on such
schedule, the "Vesting Base Date") and specified in
the written stock option agreement relating to such
Option. In any case, no Option shall be exercisable
until a written stock option agreement in form
satisfactory to the Company is executed by the
Company and the optionee.
iv. Option
Grant Date. The date of grant of an Option
under this Plan shall be the date as of which the
Administrator approves the grant.
v.
Nontransferability of Option Rights. Except with the
express written approval of
