AMENDED AND RESTATED 2003 CONSULTANT STOCK PLAN
Published on July 10, 2009
Exhibit 99.1
AETHLON MEDICAL, INC.
AMENDED AND RESTATED 2003 CONSULTANT STOCK PLAN
PURPOSE OF PLAN
WHEREAS, the purpose of this Amended and Restated 2003 Consultant Stock
Plan is to advance the interests of the Company by helping the Company obtain
and retain the services of persons providing consulting services upon whose
judgment, initiative, efforts and/or services the Company is substantially
dependent, by offering to or providing those persons with incentives or
inducements affording such persons an opportunity to become owners of capital
stock of the Company.
TERMS AND CONDITIONS OF PLAN
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1. DEFINITIONS.
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Set forth below are definitions of capitalized terms that are
generally used throughout this Plan, or references to provisions containing such
definitions (capitalized terms whose use is limited to specific provisions are
not referenced in this Section):
(a) AFFILIATE - The term "Affiliate" is defined as any person
controlling the Company, controlled by the Company, or under common control with
the Company.
(b) AWARD - The term "Award" is collectively and severally
defined as any Award Shares granted under this Plan.
(c) AWARD SHARES - The term "Award Shares" is defined as
shares of Common Stock granted by the Plan Committee in accordance with SECTION
5 of this Plan.
(d) BOARD - The term "Board" is defined as the Board of
Directors of the Company, as such body may be reconstituted from time to time.
(e) COMMON STOCK - The term "Common Stock" is defined as the
Company's common stock, no par value.
(f) COMPANY - The term "Company" is defined as Aethlon
Medical, Inc., a Nevada corporation.
(g) DISPOSED - The term "Disposed" (or the equivalent terms
"Disposition" or "Dispose") is defined as any transfer or alienation of an Award
which would directly or indirectly change the legal or beneficial ownership
thereof, whether voluntary or by operation of law, or with or without the
payment or provision of consideration, including, by way of example and not
limitation: (i) the sale, assignment, bequest or gift of the Award; (ii) any
transaction that creates or grants a right to obtain an interest in the Award;
(iii) any transaction that creates a form of joint ownership in the Award
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between the Recipient and one or more other Persons; (iv) any Disposition of the
Award to a creditor of the Recipient, including the hypothecation, encumbrance
or pledge of the Award or any interest therein, or the attachment or imposition
of a lien by a creditor of the Recipient of the Award or any interest therein
which is not released within thirty (30) days after the imposition thereof; (v)
any distribution by a Recipient which is an entity to its stockholders,
partners, co-venturers or members, as the case may be, or (vi) any distribution
by a Recipient which is a fiduciary such as a trustee or custodian to its
settlors or beneficiaries.
(h) ELIGIBLE PERSON - The term "Eligible Person" means any
Person who, at a particular time, is a consultant to the Company or an Affiliate
who provides bona fide consulting services to the Company or the Affiliate,
PROVIDED, HOWEVER, no Award hereunder may be granted to any Person in connection
with the provision of any services incident to the raising of capital or
promotion or maintenance of a market for the Company's securities.
(i) FAIR MARKET VALUE - The term "Fair Market Value" means the
fair market value as of the applicable valuation date of the Award Shares, or
other shares of Common Stock, as the case may be (the "SUBJECT SHARES"), to be
valued as determined by the Plan Committee in its good faith judgment, but in no
event shall the Fair Market Value be less than the par value of the Subject
Shares.
(j) PERSON - The term "Person" is defined, in its broadest
sense, as any individual, entity or fiduciary such as, by way of example and not
limitation, individual or natural persons, corporations, partnerships (limited
or general), joint-ventures, associations, limited liability
companies/partnerships, or fiduciary arrangements, such as trusts.
(k) PLAN - The term "Plan" is defined as this Amended and
Restated 2003 Consultant Stock Plan, as amended from time to time.
(l) PLAN COMMITTEE - The term "Plan Committee" is defined as
that Committee appointed by the Board to administer and interpret this Plan as
more particularly described in SECTION 3 of the Plan; PROVIDED, HOWEVER, that
the term Plan Committee will refer to the Board during such times as no Plan
Committee is appointed by the Board.
(m) RECIPIENT - The term "Recipient" is defined as any
Eligible Person who, at a particular time, receives the grant of an Award.
(n) SECURITIES ACT - The term "Securities Act" is defined as
the Securities Act of 1933, as amended (references herein to Sections of the
Securities Act are intended to refer to Sections of the Securities Act as
enacted at the time of the adoption of this Plan by the Board and as
subsequently amended, or to any substantially similar successor provisions of
the Securities Act resulting from recodification, renumbering or otherwise).
2. TERM OF PLAN.
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This Plan shall be effective as of such time and date as this
Plan is adopted by the Board, and this Plan shall terminate on the first
business day prior to the ten (10) year anniversary of the date this Plan became
effective. All Awards granted pursuant to this Plan prior to the effective date
of this Plan shall not be affected by the termination of this Plan and all other
provisions of this Plan shall remain in effect until the terms of all
outstanding Awards have been satisfied or terminated in accordance with this
Plan and the terms of such Awards.
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3. PLAN ADMINISTRATION.
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(a) PLAN COMMITTEE.
(i) The Plan shall be administered and interpreted by
a committee consisting of two (2) or more members of the Board; PROVIDED,
HOWEVER, no member of the Board who may serve as a member of the Plan Committee
if such person serves or served as a member of the plan committee with respect
to any plan (other than this Plan) of the Company or its Affiliates which plan
was or is established to comply with the provisions of Rule 16b-3(c)(2)(i) to
the Securities and Exchange Act of 1934, as amended (i.e., pertaining to the
establishment of so-called "Section 16b-3 Plans"), and, by reason of such
person's proposed service as a member of the Plan Committee, such person would
not be considered a "disinterested" person within the meaning of said Rule with
respect to such other plan.
(ii) Members of the Plan Committee may resign at any
time by delivering written notice to the Board. Vacancies in the Plan Committee
shall be filled by the Board. The Plan Committee shall act by a majority of its
members in office. The Plan Committee may act either by vote at a meeting or by
a memorandum or other written instrument signed by a majority of the Plan
Committee.
(iii) If the Board, in its discretion, does not
appoint a Plan Committee, the Board itself will administer and interpret the
Plan and take such other actions as the Plan Committee is authorized to take
hereunder; provided that the Board may take such actions hereunder in the same
manner as the Board may take other actions under the Articles of Incorporation
and bylaws of the Company generally.
(b) ELIGIBILITY OF PLAN COMMITTEE MEMBERS TO RECEIVE AWARDS.
While serving on the Plan Committee, such members shall not be eligible for
selection as Eligible Persons to whom an Award may be granted under the Plan.
(c) POWER TO MAKE AWARDS. The Plan Committee shall have the
full and final authority in its sole discretion, at any time and from
time-to-time, subject only to the express terms, conditions and other provisions
of the Articles of Incorporation of the Company and this Plan, and the specific
limitations on such discretion set forth herein, to:
(i) Designate the Eligible Persons or classes of
Eligible Persons eligible to receive Awards from among the Eligible
Persons;
(ii) Grant Awards to such selected Eligible Persons
or classes of Eligible Persons in such form and amount (subject to the
terms of the Plan) as the Plan Committee shall determine;
(iii) Interpret the Plan, adopt, amend and rescind
rules and regulations relating to the Plan, and make all other
determinations and take all other action necessary or advisable for the
implementation and administration of the Plan; and
(iiii) Delegate all or a portion of its authority
under subsections (i) and (ii) of this SECTION 3(c) to one or more
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directors of the Company who are executive officers of the Company,
subject to such restrictions and limitations (such as the aggregate
number of shares of Common Stock that may be awarded) as the Plan
Committee may decide to impose on such delegate directors.
In determining the recipient, form and amount of Awards, the
Plan Committee shall consider any factors deemed relevant, including the
recipient's functions, responsibilities, value of services to the Company and
past and potential contributions to the Company's profitability and sound
growth.
(d) INTERPRETATION OF PLAN. The Plan Committee shall, in its
sole and absolute discretion, interpret and determine the effect of all matters
and questions relating to this Plan. The interpretations and determinations of
the Plan Committee under the Plan (including without limitation determinations
pertaining to the eligibility of Persons to receive Awards, the form, amount and
timing of Awards, the methods of payment for Awards, and the other terms and
provisions of Awards and the certificates or agreements evidencing same) need
not be uniform and may be made by the Plan Committee selectively among Persons
who receive, or are eligible to receive, Awards under the Plan, whether or not
such Persons are similarly situated. All actions taken and all interpretations
and determinations made under this Plan in good faith by the Plan Committee
shall be final and binding upon the Recipient, the Company, and all other
interested Persons. No member of the Plan Committee shall be personally liable
for any action taken or decision made in good faith relating to this Plan, and
all members of the Plan Committee shall be fully protected and indemnified to
the fullest extent permitted under applicable law by the Company in respect to
any such action, determination, or interpretation.
(e) COMPENSATION; ADVISORS. Members of the Plan Committee
shall receive such compensation for their services as members as may be
determined by the Board. All expenses and liabilities incurred by members of the
Plan Committee in connection with the administration of the Plan shall be borne
by the Company. The Plan Committee may, with the approval of the Board, employ
attorneys, consultants, accountants, appraisers, brokers, or other Persons, at
the cost of the Company. The Plan Committee, the Company and its officers and
directors shall be entitled to rely upon the advice, opinions, or valuations of
any such Persons.
4. STOCK POOL.
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(a) MAXIMUM NUMBER OF SHARES AUTHORIZED UNDER PLAN. Shares of
stock which may be issued or granted under the Plan shall be authorized and
unissued or treasury shares of Common Stock. The aggregate maximum number of
shares of Common Stock which may be issued as a grant of Award Shares shall not
exceed 6,000,000 shares of Common Stock (the "STOCK POOL"). The Stock Pool was
increased by 1,000,000 shares on June 8, 2009 by the Board of Directors of the
Company.
(b) DATE OF AWARD. The date an Award is granted shall mean the
date selected by the Plan Committee as of which the Plan Committee allots a
specific number of shares to a Recipient with respect to such Award pursuant to
the Plan.
5. AWARD SHARES.
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(a) GRANT. The Plan Committee may from time to time, and
subject to the provisions of the Plan and such other terms and conditions as the
Plan Committee may prescribe, grant to any Eligible Person one or more shares of
Common Stock ("AWARD SHARES") allotted by the Plan Committee. The grant of Award
Shares or grant of the right to receive Award Shares shall be evidenced by
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either a written consulting agreement or a separate written agreement confirming
such grant, executed by the Company and the Recipient, stating the number of
Award Shares granted and stating all terms and conditions of such grant.
(b) PURCHASE PRICE AND MANNER OF PAYMENT. The Plan Committee,
in its sole discretion, may grant Award Shares in any of the following
instances:
(i) as a "bonus" or "reward" for services previously
rendered and compensated, in which case the recipient of the Award
Shares shall not be required to pay any consideration for such Award
Shares, and the value of such Award Shares shall be the Fair Market
Value of such Award Shares on the date of grant; or
(ii) as "compensation" for the previous performance
or future performance of services or attainment of goals, in which case
the recipient of the Award Shares shall not be required to pay any
consideration for such Award Shares (other than the performance of his
services), and the value of such Award Shares received (together with
the value of such services or attainment of goals attained by the
Recipient), may not be less than one hundred percent (100%) of the Fair
Market Value of such Award Shares on the date of grant; or
6. ADJUSTMENTS.
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(a) SUBDIVISION OR STOCK DIVIDEND. If (i) outstanding shares
of Common Stock shall be subdivided into a greater number of shares by reason of
recapitalization or reclassification, the number of shares of Common Stock, if
any, available for issuance in the Stock Pool shall, simultaneously with the
effectiveness of such subdivision or immediately after the record date of such
dividend, be proportionately increased, and (ii) conversely, if the outstanding
shares of Common Stock shall be combined into a smaller number of shares, the
number of shares of Common Stock, if any, available for issuance in the Stock
Pool shall, simultaneously with the effectiveness of such combination, be
proportionately increased.
(b) ADJUSTMENTS DETERMINED IN SOLE DISCRETION OF BOARD. To the
extent that the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive.
(c) NO OTHER RIGHTS TO RECIPIENT. Except as expressly provided
in this SECTION 6, (i) the Recipient shall have no rights by reason of any
subdivision or consolidation of shares of stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of
stock of any class, and (ii) the dissolution, liquidation, merger, consolidation
or divisive reorganization or sale of assets or stock to another corporation, or
any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of
shares. The grant of an Award pursuant to this Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge,
consolidate, dissolve or liquidate, or to sell or transfer all or any part of
its business or assets.
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7. EMPLOYMENT STATUS.
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In no event shall the granting of an Award be construed as
granting a continued right of employment to a Recipient if such Person is
employed by the Company, nor effect any right which the Company may have to
terminate the employment of such Person, at any time, with or without cause,
except to the extent that such Person and the Company have agreed otherwise in
writing.
8. AMENDMENT AND DISCONTINUATION OF PLAN; MODIFICATION OF AWARDS.
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(b) AMENDMENT, MODIFICATION OR TERMINATION OF PLAN. The Board
may amend the Plan or suspend or discontinue the Plan at any time or from
time-to-time; PROVIDED, HOWEVER no such action may adversely alter or impair any
Award previously granted under this Plan without the consent of each Recipient
affected thereby.
(b) COMPLIANCE WITH LAWS. The Plan Committee may at any time
or from time-to-time, without receiving further consideration from any Person
who may become entitled to receive or who has received the grant of an Award
hereunder, modify or amend Awards granted under this Plan as required to: (i)
comply with changes in securities, tax or other laws or rules, regulations or
regulatory interpretations thereof applicable to this Plan or Awards thereunder
or to comply with stock exchange rules or requirements.
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