NON-EMPLOYEE
DIRECTORS AND CONSULTANTS RETAINER OPTION PLAN
LIFESTEM
INTERNATIONAL, INC.
NON-EMPLOYEE
DIRECTORS AND CONSULTANTS
RETAINER
OPTION PLAN
1. Introduction.
This
plan shall be known as "LifeStem International, Inc.'s
Non-Employee Directors and Consultants Retainer Option Plan"
is hereinafter referred to as the "Plan". The
purposes of the Plan are to enable LifeStem Internation, Inc.,
a Nevada corporation ("Company"), to promote the interests of
the Company and its shareholders by attracting and retaining
non-employee Directors and Consultants capable of furthering
the future success of the Company and by aligning their
economic interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the form of
stock options of the Company's common stock, par value one
tenth of one cent ($0.001) per share ("Common
Stock").
2. Definitions.
The
following terms shall have the meanings set forth
below:
"Board"
means the Board of Directors of the Company.
"Change
of Control" has the meaning set forth in Section
12(d).
"Code"
means the Internal Revenue Code of 1986, as amended, and the
rules and regulations thereunder. References to any provision
of the Code or rule or regulation thereunder shall be deemed
to include any amended or successor provision, rule or
regulation.
"Committee"
means the committee that administers the Plan, as more fully
defined in Section 13.
"Common
Stock Options" has the meaning set forth in Section
1.
"Company"
has the meaning set forth in Section 1.
"Delivery
Date" has the meaning of the date on which the stock options
are delivered.
"Director"
means an individual who is a member of the Board of Directors
of the Company.
"Effective
Date" has the meaning set forth in Section 3.
"Exchange
Act" has the meaning set forth in Section 13(b).
"Fair
Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE
Composite Tape or, if not listed on such exchange, on any
other national securities exchange on which the Common Stock
is listed or on NASDAQ on the last trading day prior to the
date with respect to which the Fair Market Value is to be
determined.
"Participant"
has the meaning set forth in Section 4.
"Payment
Time" means the time when a Stock Option is payable to a
Participant.
3. Effective
Date of the Plan.
The
Plan was adopted by the Board effective May 28, 2008
("Effective Date").
4. Eligibility.
Each
individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period
as such individual remains a Director or Consultant and is not
an employee of the Company or any of its
subsidiaries. Each credit of shares of Common Stock
pursuant to the Plan shall be evidenced by a written agreement
duly executed and delivered by or on behalf of the Company and
a Participant, if such an agreement is required by the Company
to assure compliance with all applicable laws and
regulations.
5. Purchase
Price.
The
purchase price ("Exercise Price") of shares of Common Stock
subject to each Stock Option ("Option Shares") shall be One
Dollar ($1.00). For an employee holding greater than ten
percent (10%) of the total voting power of all stock of the
Company, either Common or Preferred, the Exercise Price of an
incentive stock option shall be at least one hundred and ten
percent (110%) of the Exercise Price, as above determined to
be One Dollar ($1.00) and thereby is hereby determined to be
One Dollar and Ten Cents ($1.10).
5.1 Option
Period.
The
Stock Option period (the "Term") shall commence on the date of
grant of the Stock Option and shall be ten (10) years or such
shorter
