<PAGE> 1
EXHIBIT 10.1
IDMEDICAL.COM, INC.
1999 STOCK OPTION PLAN
SECTION 1. INTRODUCTION
1.1 Establishment. Effective as provided in Section 17, IDMEDICAL.COM,
INC., a Colorado corporation (the "Company"), hereby establishes this plan of
stock-based compensation incentives for selected Eligible Participants of the
Company and its affiliated corporations. This Plan shall be known as the
IDMEDICAL.COM, INC. 1999 Stock Option Plan (the "Plan").
1.2 Purpose. The purpose of this Plan is to promote the best interest
of the Company and its stockholders by providing a means of non-cash
remuneration to selected Eligible Participants who contribute most to the
operating progress and earning power of the Company.
SECTION 2. DEFINITIONS
The following definitions shall be applicable to the terms used in this
Plan:
2.1 "Affiliated Corporation" means any corporation that is either a
parent corporation with respect to the Company or a subsidiary corporation with
respect to the Company (within the meaning of Sections 424(e) and (f),
respectively, of the Internal Revenue Code).
2.2 "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time.
2.3 "Committee" means a committee designated by the Board of Directors
to administer this Plan or, if no committee is so designated, the Board of
Directors. Any Committee member who is also an Eligible Participant may receive
an Option or Stock Award only if he abstains from voting in favor of a grant to
himself, and the grant is determined and approved by the remaining Committee
members. The Board of Directors, in its sole discretion, may at any time remove
any member of the Committee and appoint another Director to fill any vacancy on
the Committee.
2.4 "Common Stock" means the Company's $.001 par value common stock.
2.5 "Company" means IDMEDICAL.com Inc., a Colorado corporation and its
subsidiaries.
2.6 "Effective Date" means the effective date of this Plan, as set
forth in Section 17 hereof.
2.7 "Eligible Participant" means any employee, director, officer,
consultant, or advisor of the Company who is determined (in accordance with the
provisions of Section 4 hereof) to be eligible to receive an Option or Stock
Award hereunder.
2.8 "Option" means the grant to an Eligible Participant of a right to
acquire shares of Common Stock.
2.9 "Stock Award" means the grant to an Eligible Participant of shares
of Common Stock issuable directly under this Plan rather than upon exercise of
an Option.
Wherever appropriate, words used in this Plan in the singular may mean
the plural, the plural may mean the singular, and the masculine may mean the
feminine.
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IDMEDICAL.COM, INC. PAGE 1 OF 6
1999 STOCK OPTION PLAN
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SECTION 3. ADOPTION AND ADMINISTRATION OF THIS PLAN
Upon adoption by the Company's Board of Directors, this Plan became
effective as of October 15, 1999. In the absence of contrary action by the Board
of Directors, and except for action taken by the Committee pursuant to Section 4
in connection with the determination of Eligible Participants, any action taken
by the Committee or by the Board of Directors with respect to the
implementation, interpretation or administration of this Plan shall be final,
conclusive and binding.
SECTION 4. ELIGIBILITY AND AWARDS
The Committee shall determine at any time and from time to time after
the effective date of this Plan: (i) the Eligible Participants; (ii) the number
of shares of Common Stock issuable directly pursuant to a Stock Award or to be
granted pursuant to an Option; (iii) the price per share at which each Option
may be exercised, in cash or cancellation of fees for services for which the
Company is liable, if applicable, or the value per share if a direct issue of
stock pursuant to a Stock Award; and (iv) the terms on which each Option or
Stock Award may be granted. Such determination may from time to time be amended
or altered at the sole discretion of the Committee. Notwithstanding the
provisions of Section 3 hereof, no such determination by the Committee shall be
final, conclusive and binding upon the Company unless and until the Board of
Directors has approved the same; provided, however, that if the Committee is
composed of a majority of the persons then comprising the Board of Directors of
the Company, such approval by the Board of Directors shall not be necessary.
SECTION 5. GRANT OF OPTION OR STOCK AWARD
Subject to the terms and provisions of this Plan, the terms and
conditions under which an Option or Stock Award may be granted to an Eligible
Participant shall be set forth in a written agreement (i.e., a Consulting
Agreement, Service Agreement, Fee Agreement, or Employment Agreement) or, if an
Option, a written Grant of Option in the form attached hereto as Exhibit A
(which may contain such modifications thereto and such other provisions as the
Committee, in its sole discretion, may determine).
SECTION 6. TOTAL NUMBER OF SHARES OF COMMON STOCK
The total number of shares of Common Stock reserved for issuance by the
Company either directly as Stock Awards or as underlying Options granted under
this Plan shall not be more than 1,312,000. The total number of shares of Common
Stock reserved for such issuance may be increased only by a resolution adopted
by the Board of Directors and amendment of this Plan. Such Common Stock may be
authorized and unissued or reacquired Common Stock of the Company.
SECTION 7. PURCHASE OF SHARES OF COMMON STOCK
7.1 As soon as practicable after the determination by the Committee and
approval by the Board of Directors (if necessary, pursuant to Section 4 hereof)
of the Eligible Participants and the number of shares an Eligible Participant
may be issued directly as a Stock Award or eligible to purchase pursuant to an
Option, the Committee shall give written notice thereof to each Eligible
Participant, which notice may be accompanied by the Grant of Option, if
appropriate, to be executed by such Eligible Participant.
7.2 The negotiated cost basis of stock issued directly as a Stock Award
or the exercise price for each Option to purchase shares of Common Stock
pursuant to paragraph 7.1 shall be as determined by the Committee, it being
understood that the price so determined by the Committee may vary from one
Eligible Participant to another. In computing the negotiated direct issue price
of a Stock Award or the Option exercise price per share of Common Stock, the
Committee shall take into consideration, among other factors, the restrictions
set forth in Section 11 hereof.
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IDMEDICAL.COM, INC. PAGE 2 OF 6
1999 STOCK OPTION PLAN
<PAGE> 3
SECTION 8. TERMS AND CONDITIONS OF OPTIONS
The Committee shall determine the terms and conditions of each Option
granted to Eligible Participants, which terms shall be set forth in writing. The
terms and conditions so set by the Committee may vary from one Eligible
Participant to another. In the event that the entire Committee approves an
Option permitting deferred payments, the Eligible Participant's obligation to
pay for such Common Stock may be evidenced by a promissory note executed by such
Eligible Participant and containing such modifications thereto and such other
provisions as the Committee, in its sole discretion, may determine.
SECTION 9. DELIVERY OF SHARES OF COMMON STOCK UPON EXERCISE OF OPTION
The Company shall deliver to each Eligible Participant such number of
shares of Common Stock as such Eligible Participant is entitled to receive
pursuant to a Stock Award or elects to purchase upon exercise of the Option.
Such shares, which shall be fully paid and non-assessable upon the issuance
thereof (unless a portion or all of the purchase price shall be paid on a
deferred basis) shall be represented by a certificate or certificates registered
in the name of the Eligible Participant and stamped with an appropriate legend
referring to the restrictions thereon, if any. Subject to the terms and
provisions of the Colorado Business Corporation Act and the written agreement to
which he is a party, an Eligible Participant shall have all the rights of a
stockholder with respect to such shares, including the right to vote the shares
and to receive all dividends or other distributions paid or made with respect
thereto (except to the extent such Eligible Participant defaults under a
promissory note, if any, evidencing the deferred purchase price for such
shares), provided that such shares shall be subject to the restrictions
hereinafter set forth. In the event of a merger or consolidation to which the
Company is a party, or of any other acquisition of a majority of the issued and
outstanding shares of Common Stock of the Company involving an exchange or a
substitution of stock of an acquiring corporation for Common Stock of the
Company, or of any transfer of all or substantially all of the assets of the
Company in exchange for stock of an acquiring corporation, a determination as to
whether the stock of the acquiring corporation so received shall be subject to
the restrictions set forth in Section 11 shall be made solely by the acquiring
corporation.
SECTION 10. RIGHTS OF EMPLOYEES; ELIGIBLE PARTICIPANTS
10.1 Employment. Nothing contained in this Plan or in any Option or
Stock Award granted under this Plan shall confer upon any Eligible Participant
any right with respect to the continuation of his or her employment by the
Company or any Affiliated Corporation, or interfere in any way with the right of
the Company or any Affiliated Corporation, subject to the terms of any separate
employment agreement to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the Eligible Participant from the
rate in existence at the time of the grant of an Option or Stock Award. Whether
an authorized leave of absence, or absence in military or government service,
shall constitute termination of employment shall be determined by the Committee
at the time.
10.2 Non-transferability. No right or interest of any Eligible
Participant in an Option or Stock Award shall be assignable or transferable
during the lifetime of the Eligible Participant, either voluntarily or
involuntarily, or subjected to any lien, directly or indirectly, by operation of
law, or otherwise, including execution, levy, garnishment, attachment, pledge or
bankruptcy. However, the Board of Directors may, in its sole discretion, permit
transfers to family members if and to the extent such transfers are permissible
under applicable securities laws. In the event of an Eligible Participant's
death, an Eligible Participant's rights and interest in an Option or Stock Award
shall be transferable by testamentary will or the laws of descent and
distribution, and delivery of any shares of Common Stock due under this Plan
shall be made to, and exercise of any Options may be made by, the Eligible
Participant's legal representatives, heirs or legatees. If in the opinion of the
Committee a person entitled to payments or to exercise rights with respect to
this Plan is unable to care for his or her affairs because of mental condition,
physical condition, or age, payment due such person may be made to, and such
rights shall be exercised by, such person's guardian, conservator or other legal
personal representative upon furnishing the Committee with evidence satisfactory
to the Committee of such status.
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IDMEDICAL.COM, INC. PAGE 3 OF 6
1999 STOCK OPTION PLAN
<PAGE> 4
SECTION 11. GENERAL RESTRICTIONS
11.1 Investment Representations. The Company may require any person to
whom an Option or Stock Award is granted, as a condition of exercising such
Option or receiving such Stock Award, to give written assurances in substance
and form satisfactory to the Company and its counsel to the effect that such
person is acquiring the Common Stock subject to the Option or Stock Award for
his or her own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the
Company deems necessary or appropriate in order to comply with federal and
applicable state securities laws.
11.2 Restrictions on Transfer of Common Stock. The shares of Common
Stock issuable directly as a Stock Award or upon exercise of an Option may not
be offered for sale, sold or otherwise transferred except pursuant to an
effective registration statement or pursuant to an exemption from registration,
the availability of which is to be established to the satisfaction of the
Company, and any certificates representing shares of Common Stock will bear a
legend to that effect. However, the Company may, in the sole discretion of the
Board of Directors, register with the Securities and Exchange Commission some or
all of the shares of Common Stock reserved for issuance under this Plan. Special
resale restrictions may, however, continue to apply to officers, directors,
control shareholders and affiliates of the Company and such persons will be
required to obtain an opinion of counsel as regards their ability to resell
shares received pursuant to this Plan.
11.3 Compliance with Securities Laws. Each Option or Stock Award shall
be subject to the requirement that if at any time counsel to the Company shall
determine that the listing, registration or qualification of the shares of
Common Stock subject to such Option or Stock Award upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental or regulatory body, is necessary as a condition of, or in
connection with, the issuance or purchase of shares thereunder, such Option or
Stock Award may not be accepted or exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained on conditions acceptable to the Committee. Nothing herein
shall be deemed to require the Company to apply for or to obtain such listing,
registration or qualification.
11.4 Changes in Accounting Rules. Notwithstanding any other provision
of this Plan to the contrary, if, during the term of this Plan, any changes in
the financial or tax accounting rules applicable to Options or Stock Awards
shall occur that, in the sole judgment of the Committee, may have a material
adverse effect on the reported earnings, assets or liabilities of the Company,
the Committee shall have the right and power to modify as necessary, or cancel,
any then outstanding and unexercised Options.
SECTION 12. COMPLIANCE WITH TAX REQUIREMENTS
Each Eligible Participant shall be liable for payment of all applicable
federal, state and local income taxes incurred as a result of the receipt of a
Stock Award or an Option, the exercise of an Option, and the sale of any shares
of Common Stock received pursuant to a Stock Award or upon exercise of an
Option. The Company may be required, pursuant to applicable tax regulations, to
withhold taxes for an Eligible Participant, in which case the Company's
obligations to deliver shares of Common Stock upon the exercise of any Option
granted under this Plan or pursuant to any Stock Award, shall be subject to the
Eligible Participant's satisfaction of all applicable federal, state and local
income and other income tax withholding requirements.
SECTION 13. PLAN BINDING UPON ASSIGNS OR TRANSFEREES
In the event that, at any time or from time to time, any Option or
Stock Award is assigned or transferred to any party (other than the Company)
pursuant to the provisions of Section 10.2 hereof, such party shall take such
Option or Stock Award pursuant to all provisions and conditions of this Plan,
and, as a condition precedent to the transfer of such interest, such party shall
agree (for and on behalf of himself or itself, his or its legal representatives
and his or its transferees and assigns) in writing to be bound by all provisions
of this Plan.
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IDMEDICAL.COM, INC. PAGE 4 OF 6
1999 STOCK OPTION PLAN
<PAGE> 5
SECTION 14. COSTS AND EXPENSES
All costs and expenses with respect to the adoption, implementation,
interpretation and administration of this Plan shall be borne by the Company.
SECTION 15. CHANGES IN CAPITAL STRUCTURE OF THE COMPANY
Appropriate adjustments shall be made to the number of shares of Common
Stock issuable pursuant to an incomplete or pending Stock Award that has not yet
been delivered or upon exercise of any Options and the exercise price thereof in
the event of: (i) a subdivision or combination of any of the shares of capital
stock of the Company; (ii) a dividend payable in shares of capital stock of the
Company; (iii) a reclassification of any shares of capital stock of the Company;
or (iv) any other change in the capital structure of the Company. Provided,
however, that the aggregate purchase price shall not be increased.
SECTION 16. PLAN AMENDMENT, MODIFICATION AND TERMINATION
The Board, upon recommendation of the Committee or at its own
initiative, at any time may terminate and at any time and from time to time and
in any respect, may amend or modify this Plan, including:
(a) Increase the total amount of Common Stock that may be
awarded under this Plan, except as provided in Section 15 of this Plan;
(b) Change the classes of persons from which Eligible
Participants may be selected or materially modify the requirements as
to eligibility for participation in this Plan;
(c) Increase the benefits accruing to Eligible Participants;
or
(d) Extend the duration of this Plan.
Any Option or other Stock Award granted to an Eligible Participant
prior to the date this Plan is amended, modified or terminated will remain in
effect according to its terms unless otherwise agreed upon by the Eligible
Participant; provided, however, that this sentence shall not impair the right of
the Committee to take whatever action it deems appropriate under Section 11 or
Section 15. The termination or any modification or amendment of this Plan shall
not, without the consent of a Eligible Participant, affect his rights under an
Option or other Stock Award previously granted to him.
SECTION 17. EFFECTIVE DATE OF THIS PLAN
17.1 Effective Date. This Plan is effective as of October 15, 1999, the
date it was adopted by the Board of Directors of the Company.
17.2 Duration of this Plan. This Plan shall terminate at midnight on
October 14, 2004, which is the day before the fifth anniversary of the Effective
Date, and may be extended thereafter or terminated prior thereto by action of
the Board of Directors; and no Option or Stock Award shall be granted after such
termination. Options and Stock Awards outstanding at the time of this Plan
termination may continue to be exercised, or become free of restrictions, in
accordance with their terms.
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IDMEDICAL.COM, INC. PAGE 5 OF 6
1999 STOCK OPTION PLAN
<PAGE> 6
SECTION 18. BURDEN AND BENEFIT
The terms and provisions of this Plan shall be binding upon, and shall
inure to the benefit of, each Eligible Participant, his executives or
administrators, heirs, and personal and legal representatives.
Dated as of the 15th day of October, 1999.
IDMEDICAL.COM, INC.
By: /s/ Richard J. Schaller, Sr.
-----------------------------------
Richard J. Schaller, Sr., President
ATTEST:
/s/ Neil A. Cox
-----------------------------
Neil A. Cox, Secretary
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IDMEDICAL.COM, INC. PAGE 6 OF 6
1999 STOCK OPTION PLAN
<PAGE> 7
EXHIBIT A
FORM OF
GRANT OF OPTION PURSUANT TO THE
IDMEDICAL.COM, INC.
1999 STOCK OPTION PLAN
IDMEDICAL.COM, INC., a Colorado corporation (the "Company"), hereby
grants to ________________________________ ("Optionee") an Option to purchase
___________ shares of common stock, $.001 par value (the "Shares") of the
Company at the purchase price of $______ per share (the "Purchase Price"), in
accordance with and subject to the terms and conditions of the Company's 1999
Stock Option Plan (the "Plan"). This Option is exercisable in whole or in part,
and upon payment in cash or cancellation of fees, or other form of payment
acceptable to the Company, to the offices of the Company at 4333 30th Street,
Boulder, Colorado, 80301. This Grant of Option supersedes and replaces any prior
notice of option grant, description of vesting terms or similar documents
previously delivered to Optionee for options granted on the date stated below.
Unless otherwise set forth in a separate written agreement, in the
event that Optionee's employee or consultant status with the Company or any of
its subsidiaries ceases or terminates for any reason whatsoever, including, but
not limited to, death, disability, or voluntary or involuntary cessation or
termination, this Grant of Option shall terminate with respect to any portion of
this Grant of Option that has not vested prior to the date of cessation or
termination of employee or consultant status, as determined in the sole
discretion of the Company. In the event of termination for cause, this Grant of
Option shall immediately terminate in full, and any vested portion of the Option
which had not been exercised prior to the date of termination shall immediately
expire and may not be exercised. Unless otherwise set forth in a separate
written agreement, any vested portion of the Option must be exercised within six
months after the date of termination (other than for cause), notwithstanding the
Expiration Date set forth below.
Subject to the preceding paragraph, this Grant of Option, or any
portion hereof, may be exercised only to the extent vested per the attached
schedule, and must be exercised by Optionee no later than
____________________________ (the "Expiration Date") by (i) notice in writing,
signed by Optionee; and (ii) payment of the Purchase Price of a minimum of
$1,000 (unless the Purchase price for the exercise of all vested options
available to be exercised totals less than $1,000) pursuant to the terms of this
Grant of Option and the Plan. Any portion of this Grant of Option that is not
exercised on or before the Expiration Date shall lapse. The notice must refer to
this Grant of Option, and it must specify the number of shares being purchased,
and recite the consideration being paid therefor. Notice shall be deemed given
on the date on which the notice is received by the Company.
This Grant of Option shall be considered validly exercised once payment
therefor has cleared the banking system or the Company has issued a credit memo
for services in the appropriate amount, or receives a duly executed acceptable
promissory note, if the Option is granted with deferred payment, and the Company
has received written notice of such exercise. If payment is not received within
two business days after the date the notice is received, the Company may deem
the notice to be invalid.
If Optionee fails to exercise this Option in accordance with its terms,
then this Grant of Option shall terminate and have no force and effect, in which
event the Company and Optionee shall have no liability to each other with
respect to this Grant of Option.
This Option may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
The validity, construction and enforceability of this Grant of Option
shall be construed under and governed by the laws of the State of Colorado,
without regard to its rules concerning conflicts of laws, and any action brought
to enforce this Grant of Option or resolve any controversy, breach or
disagreement
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IDMEDICAL.COM, INC. PAGE A-1
1999 STOCK OPTION PLAN
<PAGE> 8
relative hereto shall be brought only in a court of competent jurisdiction
within the county of Denver, Colorado.
The shares of common stock issuable upon exercise of the Option (the
"Underlying Shares") may not be sold, exchanged, assigned, transferred or
permitted to be transferred, whether voluntarily, involuntarily or by operation
of law, delivered, encumbered, discounted, pledged, hypothecated or otherwise
disposed of until (i) the Underlying Shares have been registered with the
Securities and Exchange Commission pursuant to an effective registration
statement on Form S-8, or such other form as may be appropriate, in the
discretion of the Company; or (ii) an Opinion of Counsel, satisfactory to the
Company, has been received, which opinion sets forth the basis and availability
of any exemption for resale or transfer from federal or state securities
registration requirements, such as Federal Rules 144 or 701.
The Underlying Shares ___________________ [insert appropriate language:
"have" or "have not"] been registered with the Securities and Exchange
Commission pursuant to a registration statement on Form S-8.
This Grant of Option relates to options granted on
____________________, 19___.
IDMEDICAL.COM INC.
BY THE BOARD OF DIRECTORS
OR A SPECIAL COMMITTEE THEREOF
NOT FOR EXECUTION
By:
--------------------------------
OPTIONEE:
NOT FOR EXECUTION
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IDMEDICAL.COM, INC. PAGE A-2
1999 STOCK OPTION PLAN
<PAGE> 9
GRANT OF OPTION PURSUANT TO THE IDMEDICAL.COM INC.
1999 STOCK OPTION PLAN, DATED OCTOBER 15, 1999.
OPTIONEE:
--------------------------
OPTIONS GRANTED:
--------------------------
PURCHASE PRICE: $______per Share
DATE OF GRANT:
--------------------------
EXERCISE PERIOD: to
----------- -----------
<TABLE>
<CAPTION>
VESTING SCHEDULE: OPTION ON
#SHARES DATE VESTED (ASSUMING CONTINUED EMPLOYMENT, ETC.)
--------- -----------
<S> <C> <C>
---------- ---------------
---------- ---------------
---------- ---------------
---------- ---------------
---------- ---------------
EXERCISED TO DATE: INCLUDING THIS EXERCISE
----------
BALANCE TO BE EXERCISED:
----------
</TABLE>
================================================================================
NOTICE OF EXERCISE
(TO BE SIGNED ONLY UPON EXERCISE OF THE OPTION)
TO: IDMEDICAL,.COM, INC. ("Optionor")
The undersigned, the holder of the Option described above, hereby
irrevocably elects to exercise the purchase rights represented by such Option
for, and to purchase thereunder, _________ shares of the Common Stock of
IDMEDICAL.COM, INC., and herewith makes payment of _______________________
therefor. Optionee requests that the certificates for such shares be issued in
the name of Optionee and be delivered to Optionee at the address of:
_______________________________________________________________________________,
and if such shares shall not be all of the shares purchasable hereunder,
represents that a new Notice of Exercise of like tenor for the appropriate
balance of the shares, or a portion thereof, purchasable under the Grant of
Option pursuant to the IDMEDICAL.COM, INC. 1999 Stock Option Plan dated October
15, 1999, be delivered to Optionor when and as appropriate.
OPTIONEE:
NOT FOR EXECUTION
Dated:
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IDMEDICAL.COM, INC. PAGE A-3
1999 STOCK OPTION
