Exhibit 4.1
2000 STOCK COMPENSATION PLAN II
THIS STOCK COMPENSATION PLAN I adopted this 25th day of August, 2000,
by MIRACOR DIAGNOSTICS, INC., a Utah corporation with its principal place of
business being located at 9191 Towne Centre Drive - Suite 400, San Diego,
California 92122.
WITNESSETH:
WHEREAS, the Board of Directors of Miracor Diagnostics, Inc., (the
"Company") has determined that it would be to its advantage, and in its best
interests, to grant certain consultants and advisors, as well as certain
employees the opportunity to purchase stock in the Company as a result of
compensation for their service; and
WHEREAS, the Board of Directors (the "Board") believes that the Company
can best obtain advantageous benefits by issuing stock to such designated
individuals from time to time.
NOW THEREFORE, the Board adopts this as the 2000 Stock Compensation
Plan II (the "Plan").
1.00 EFFECTIVE DATE AND TERMINATION OF PLAN
--------------------------------------
The effective date of the Plan is August 25, 2000, which is the day the
Plan was adopted by the Board. The Plan will terminate on the earlier of the
date of the grant of the final option for last common stock allocated under the
Plan or five years from the date thereof, whichever is earlier.
2.00 ADMINISTRATION OF PLAN
----------------------
The Plan shall be administered by the Board, which may adopt such rules
and regulations for its administration as it may deem necessary or appropriate,
or may be administered by a Compensation Committee to be appointed by the Board,
to have such composition and duties as the Board may from time to time
determine.
3.00 ELIGIBILITY TO PARTICIPATE IN THE PLAN
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3.01 Subject to the provisions of the Plan, the Board, or its designee,
shall determine and designate, from time to time those consultants, advisors,
and employees of the Company, or consultants, advisors, and employees of a
parent or subsidiary corporation of the Company, to whom shares are to be issued
hereunder and the number of shares to be issued from time to time to any
individual or entity. In determining the eligibility of an individual or entity
to receive shares, as well as in determining the number of shares to be issued
to any individual or entity, the Board, or its designee, shall consider the
nature and value to the Company for the services which have been rendered to the
Company and such other factors as the Board, or its designee, may deem relevant.
3.02 To be eligible to be selected to receive stock, an individual must
be a consultant, advisor or an employee of the Company or a consultant, advisor,
or an employee of a parent or subsidiary Corporation of the Company. The
issuance of stock shall be confirmed by the action of the Board or its designee.
Shares shall be issued directly to such entities.
3.03 Stock may be issued to any individual or entity eligible
hereunder, regardless of his previous stockholdings.
3.04 The issue price of the stock for which any person may be issued
under this Plan (and all other plans of the Company) may be increased or reduced
by the Board, or its designee, from time to time.
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4.00 NUMBER OF SHARES SUBJECT TO THE PLAN
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4.01. The Board, shall reserve for the purposes of the Plan a total of
One Million (1,000,000) of the authorized but unissued shares of common shares
of the Company.
5.00 PRICE OF COMMON SHARES
----------------------
5.01. The initial and standard price per share of common stock to be
issued directly shall be $.25 per share but may be changed in each case by the
Board, or its designee, from time to time. If the share price is changed, the
Board, or its designee, shall determine the share price no later than the date
of the issuance of the shares and at such other times as the Board, or its
designee, deems necessary. The Board shall have absolute final discretion to
determine the price of the common stock under the Plan. In the absence of such
specific determination, the share price will be $.25 per share.
6.00 RESTRICTIONS ON TRANSFER
------------------------
6.01 No right or privilege of any person under the Plan shall be
transferable or assignable, except to the person's personal representative in
the event of the person's death, and except as provided in Section 6.02, the
right to receive stock granted hereunder is exercisable only by the person
during his life.
6.02 If an person dies holding the right to receive stock to be issued
pursuant to this Plan, his personal representative shall have the right to
exercise such right for only within one year after the date of the death of the
person.
7.00 RECLASSIFICATION, CONSOLIDATION OR MERGER
-----------------------------------------
If and to the extent that the number of issued shares of common stock
of the Company shall be increased or reduced by change in par value, split-up,
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares subject to direct issuance and the price thereof per share
shall be proportionately adjusted. If the Company is reorganized or consolidated
or merged with another corporation, the person shall be entitled to receive
direct issuance covering shares of such reorganized, consolidated, or merged
company in the same proportion, at an equivalent price, and subject to the same
conditions.
8.00 DISSOLUTION OR LIQUIDATION
--------------------------
Upon the dissolution or liquidation of the Company, the rights granted
hereunder shall terminate and become null and void, but the person shall have
the right immediately prior to such dissolution or liquidation to exercise any
right granted and exercisable hereunder to the full extent not before exercised.
9.00 BINDING EFFECT
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This Plan shall inure to the benefit of and be binding upon the Company
and its employees, and their respective heirs, executors, administrators,
successors and assigns.
10.00 ADOPTION OF PLAN
----------------
This Plan has been duly adopted by the Board of Directors of the
Company on August 25, 2000.
11.00 NOTICES
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Any notice to be given to the Company under the terms of this plan
shall be addressed to such address as is set forth on the first page hereof.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed on
its behalf by its President, to be sealed by its corporate seal, and attested by
its Secretary effective the day and year first above written.
MIRACOR DIAGNOSTICS, INC.
By /s/ Lee Hulsebus
--------------------------
President
ATTEST:
/s/ Richard E. Sloan
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Secretary
(SEAL)
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