Full Press Release Details
MEDICAL HOLDINGS, INC.
EQUITY INCENTIVE PLAN
purposes of the 2010 Equity Incentive Plan (the "Plan") of Apollo
Medical Holdings, Inc., a Delaware corporation (the "Company"), are
selected employees, directors, consultants and advisers to improve operations
and increase the profitability of the Company;
selected employees, directors, consultants and advisers to accept or continue
employment or association with the Company or its Affiliates (as defined below);
the interest of selected employees, directors, consultants and advisers in the
Company's welfare through participation in the growth in value of the common
stock of the Company (the "Common
Stock"). All references herein to stock or shares, unless
otherwise specified, shall mean the Common Stock.
Administrator (as defined below) may, from time to time, take the following
action, separately or in combination, under the Plan: (a) grant "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"); (b) grant
"non-qualified options" ("NQOs," and together
with ISOs, "Options"); (c) issue
or sell shares of Common Stock ("Restricted Stock")
and (d) grant stock appreciation rights (any such right would permit the holder
to receive the excess of the fair market value of Common Stock on the exercise
date over its fair market value (or a greater base value) on the grant date
either in tandem with Options or as separate and independent
grants. Any such awards may be made to employees, including employees
who are officers or directors, and to individuals described in Section 1 of the
Plan who the Administrator believes have made or will make a contribution to the
Company or any Affiliate; provided, however, that only a
person who is an employee of the Company or any Affiliate at the date of the
grant of an Option is eligible to receive ISOs under the Plan.
purposes of the Plan: (a) the term "Affiliate" means a
parent or subsidiary corporation as defined in the applicable provisions
(currently Section 424(e) and 424(f), respectively) of the Code; (b) the term
includes an officer or director who is an employee of the Company; (c) the term
includes persons employed by, or otherwise affiliated with, a consultant; and
(d) the term "adviser" includes
persons employed by, or otherwise affiliated with, an adviser.
as otherwise expressly set forth in the Plan, no right or benefit under the Plan
shall be subject in any manner to anticipation, alienation, hypothecation, or
charge, and any such attempted action shall be void. No right or
benefit under the Plan shall in any manner be liable for or subject to debts,
contracts, liabilities, or torts of any optionee or any other person except as
otherwise may be expressly required by applicable law.
to the provisions of Section 3.2, the total number of shares of Common Stock
that may be issued as Restricted Stock or on the exercise of Options or SARs
under the Plan shall not exceed 5,000,000 shares. The shares subject
to an Option or SAR granted under the Plan that expire, terminate or are
cancelled unexercised shall become available again for grants under the
Plan. If shares of Restricted Stock awarded under the Plan are
forfeited to the Company or repurchased by the Company, the number of shares
forfeited or repurchased shall again be available under the
Plan. Where the exercise price of an Option is paid by means of the
optionee's surrender of previously owned shares of Common Stock or the Company's
withholding of shares otherwise issuable upon exercise of the Option as may be
permitted in the Plan, only the net number of shares issued and which remain
outstanding in connection with such exercise shall be deemed "issued" and no
longer available for issuance under the Plan. No eligible person
shall be granted Options or other awards during any twelve-month period covering
more than 500,000 shares.
the Common Stock is changed by reason of a stock split, reverse stock split,
stock dividend, recapitalization, combination or reclassification, then the
number and class of shares of stock subject to the Plan that may be issued under
the Plan shall be proportionately adjusted (provided that any fractional share
resulting from such adjustment shall be disregarded).
Plan shall be administered by the Board of Directors of the Company (the "Board") or by a
committee (the "Committee") to which
the Board has delegated administration of the Plan (or of part thereof) (in
either case, the "Administrator"). The
Board shall appoint and remove members of the Committee in its discretion in
accordance with applicable laws. At the Board's discretion, or if
necessary in order to comply with Rule 16b-3 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or 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 or "outside directors" within
the meaning of Section 162(m) of the Code. The foregoing
notwithstanding, the Administrator may delegate non-discretionary 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 this Plan.
to the other provisions of the Plan, the Administrator shall have the authority,
in its discretion: (a) to grant Options and SARs and grant or sell Restricted
Stock; (b) to determine the fair market value of the shares of Common Stock
subject to Options or other awards; (c) to determine the exercise price of
Options granted, which shall be no less than the fair market value of the Common
Stock on the date of grant, the economic terms of SARs granted, which shall
provide for a benefit of the appreciation on Common Stock over not less than the
value of the Common Stock on the date of grant, or the offering price of
Restricted Stock; (d) to determine the persons to whom, and the time or times at
which, Options or SARs shall be granted or Restricted Stock granted or sold, and
the number of shares subject to each Option or SAR or the number of shares of
Restricted Stock granted or sold; (e) to construe and interpret the terms and
provisions of the Plan, of any applicable agreement and all Options and SARs
granted under the Plan, and of any Restricted Stock award under the Plan; (f) to
prescribe, amend, and rescind rules and regulations relating to the Plan; (g) to
determine the terms and provisions of each Option and SAR granted and award of
Restricted Stock (which need not be identical), including but not limited to,
the time or times at which Options and SARs shall be exercisable or the time at
which the restrictions on Restricted Stock shall lapse; (h) with the consent of
the Grantee, to rescind any award or exercise of an Option or SAR; (i) to modify