Exhibit 10.33
HEMAGEN DIAGNOSTICS,
INC.
2000 DIRECTORS’ STOCK
OPTION PLAN
The purpose of the 2000
Directors’ Stock Option Plan is to advance the interests of
Hemagen Diagnostics, Inc. and its shareholders by affording
non-employee members of the Corporation’s Board of Directors
an opportunity to increase their proprietary interest in the
Corporation by the grant of options to them under the terms set
forth herein. The Corporation believes that this Plan will give an
incentive to these members of the Board to increase revenues and
profits.
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1.
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Effective Date of the
Plan . This Plan shall
become effective at such time as it is approved by shareholders at
the 2000 Annual Meeting of Shareholders of the
Corporation.
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2.
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Shares Subject to the
Plan . The shares to be
issued upon the exercise of the options granted under the Plan
shall be shares of Common Stock of the Corporation. Either treasury
or authorized and unissued shares of Common Stock, or both, as the
Board of Directors shall from time to time determine, may be so
issued. No shares of Common Stock which are subject of any lapsed,
expired or terminated options may be available for reoffering under
the Plan.
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Subject to the provisions of
Section 4, the aggregate number of shares of Common Stock for
which options may be granted under the Plan shall be
150,000.
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3.
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Administration
. The Plan shall be administered by
a committee appointed in accordance with the Corporation’s
Code of Regulations and consisting of directors who may also be
eligible to participate in the Plan.
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Subject to the express provisions of
the Plan, the Committee shall have the authority to establish the
terms and conditions of such option agreements, consistent with
this Plan. Such agreements need not be uniform.
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4.
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Adjustments to Common Stock
and Option Price .
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4.1
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In the event of changes in the
outstanding Common Stock of the Corporation as a result of stock
dividends, split-ups, recapitalizations, combinations or exchanges,
the number and class of shares of Common Stock authorized to be the
subject of options under the Plan and the number and class of
shares of Common Stock and Option Price for each option which is
outstanding under this Plan shall be correspondingly adjusted by
the Committee.
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4.2
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The Committee shall make
appropriate adjustments in the Option Price to reflect any spin-off
of assets, extraordinary dividends or other distributions to
shareholders.
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4.3
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In the event of the dissolution
or liquidation of the Corporation or any merger, consolidation or
combination in which the Corporation is not the surviving
corporation or in which the outstanding shares of Common Stock of
the Corporation are converted into cash, other securities or other
property, each outstanding option issued hereunder shall terminate
as of a date fixed by the Committee provided that not less than 20
days’ written notice of the date of expiration shall be given
to each holder of an option. Each such holder shall have the right
during such period following notice to exercise the option as to
all or any part of the option for which it is exercisable at the
time of such notice.
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5.
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Eligible Directors; Grant of
Options . An Eligible
Director shall be each director of the Corporation, now serving as
a director or elected hereafter, who is not also an employee of the
Corporation.
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Each Eligible Director serving at
the conclusion of the 2000 Annual Meeting of Shareholders shall be
granted an option for the purchase of 10,000 shares of Common
Stock. At the conclusion of each subseque
