UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14C INFORMATION
(Amendment
No. )
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of
1934
Check the
appropriate box:
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Preliminary
Information Statement
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[ ]
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Confidential,
for Use of the Commission
(only
as permitted by Rule 14c-5(d)(2))
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[X]
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Definitive
Information Statement
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PREAXIA
HEALTH CARE PAYMENT SYSTEMS, INC.
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(Name
of Registrant As Specified In Charter)
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WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT
TO SEND US A PROXY.
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Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit or other underlying value of transaction computed pursuant to
Exchange
Act
Rule 0-11(set forth the amount on which the filing fee is calculated and
state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction: 0
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(5)
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Total
fee paid: 0
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Fee
paid previously with Preliminary materials.
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box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing fee for which the offsetting fee was
paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1) Amount
Previously Paid:
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(2) Form,
Schedule or Registration Statement No.
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(3) Filing
Party:
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(4) Date
Filed: December 28, 2009
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DEFINITIVE
INFORMATION STATEMENT
PREAXIA
HEALTH CARE PAYMENT SYSTEMS, INC.
#207,
1410 – 11
th
Ave
S.W.,
Calgary,
Alberta
T3C
0M8
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
PREAXIA
HEALTH CARE PAYMENT SYSTEMS INC.
a Nevada
corporation
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
Notice is
hereby given of the time and place of an Annual Meeting of the Shareholders of
Preaxia Health Care Payment Systems Inc. (the “Corporation”). Such
meeting to be held at the boardroom of International Securities Group Inc. at
1530 – 9
th
Ave.
S.E. Calgary, Alberta, T2G 0T7, on Thursday January 28, 2009 at the hour of
10:00 o’clock in the forenoon, Mountain Daylight Time, for the
following purposes:
1.
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to
fix the number of directors at two and to elect the Members of the Board
of Directors for the ensuing year;
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2.
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to
approve the appointment of the firm of Child, Van Wagoner & Bradshaw,
PLLC as the Corporation’s independent auditors for the fiscal
year 2010;
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3.
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to
approve the 2009 Stock Option and Stock Award Plan (the “Plan”) of up to
2,000,000 shares of the Corporation’s common stock in the form of stock
options and stock awards as compensation to employees, officers, directors
and/or consultants of the Corporation;
and
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4.
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to
transact such other business as may properly come before the
meeting.
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Only shareholders of record
as of the close of business on the 15
th
day of December, 2009 will
be entitled to vote at this Meeting.
The Corporation is not soliciting
Proxies in connection with this Meeting.
However, you have the
option of submitting a Proxy instead of attending the Meeting. If you
elect to use a Proxy and require a sample form of Proxy, please contact the
Corporation by telephone at (403)
850-4120
or e-mail to
zetat@shaw.ca, and a sample will be provided to you for your convenience. You
may use the designated Proxy holder on the sample Proxy provided at your request
or you may insert another person that you so desire to attend and vote in your
stead.
Dated and
mailed at Calgary, Alberta this 28
th
day
of December, 2009.
BY
ORDER OF THE BOARD OF DIRECTORS OF
PREAXIA
HEALTH CARE PAYMENT SYSTEMS INC.
/s/ Tom
Zapatinas
President
INFORMATION
STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD JANUARY 28, 2009
This
Information Statement is being first mailed on December 24, 2009, to the
shareholders of Preaxia Health Care Payment Systems Inc., a Nevada corporation
(the “Corporation”), by the Board of Directors for use at the Annual Meeting of
Shareholders (the “Meeting”) to be held at 10:00 o’clock in the forenoon,
Mountain Daylight Time on Thursday, January , at the boardroom of International
Securities Group Inc. at 1530 – 9
th
Avenue S.E., Calgary, Alberta, T2G 0T7 or at such other times and places to
which the Meeting may be adjourned (the “Meeting Date”).
The
purpose of the Meeting is to consider and act upon (i) to set the
number of directors at two and to elect the Members of the Board of
Directors for the ensuing year; (ii) to approve the appointment
of the firm of Child, Van Wagoner & Bradshaw, PLLC as the
Corporation’s independent auditors for the fiscal year 2009; (iii) to approve
the 2009 Stock Option and Stock Award Plan (the “Plan”) of up to 2,000,000
shares of the Corporation’s common stock in the form of stock options and stock
awards as compensation to employees, officers, directors and/or consultants of
the Corporation; and (iv) to transact such other business at may properly come
before the meeting.
RECORD
DATE
The
record date for determining the shareholders entitled to vote at the Meeting was
the close of business on December 15, 2009 (the “Record Date”), at which time
the Corporation had issued and outstanding 15,750,000 shares
of common stock, $0.001 par value (the “Common
Stock”). The shares of Common Stock constitute the only outstanding
voting securities of the Corporation entitled to be voted at the
Meeting.
NO
DISSENTERS' RIGHT OF APPRAISAL
The
Corporation’s shareholders do not have dissenter’s rights of appraisal in
connection with any of the matters to be voted on by the shareholders at the
annual meeting.
INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No
director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the election of directors for the coming year or the retention of Child, Van
Wagoner & Bradshaw, PLLC as our independent auditors for the coming year
that is not shared by all stockholders, with the exception that only the persons
who are elected directors at the annual meeting will serve in those
capacities.
ITEM
NO.
1 ELECTION
OF BOARD OF DIRECTORS
The Board
of Directors has approved and is seeking shareholder approval to fix number of
directors at two.
Thus, there are two
directors to be elected for terms expiring at the Corporation’s Annual Meeting
of Shareholders in 2010 or until their successors have been elected and
qualified.
It is
intended that the names of the persons indicated in the following table will be
placed in nomination. Each of the nominees has indicated his
willingness to serve as a member of the Board of Directors if elected; however,
if any nominee becomes unavailable for election to the Board of Directors for
any reason not presently known or contemplated, a substitute may be nominated
and elected. Pursuant to NRS 78.360 of the Nevada Revised Statutes
provides that at the election of directors of the Corporation each holder of
stock possessing voting power is entitled to as many votes as equal the number
of his shares of stock multiplied by the number of directors to be elected, and
the shareholder may cast all of his votes for a single director or may
distribute them among the number to be voted for or any two or more of them, as
the shareholder may see fit. To exercise the right of cumulative
voting, one or more of the stockholders requesting cumulative voting must give
written notice to the president or secretary of the corporation that the
stockholder desires that the voting for the election of directors be
cumulative. The notice must be given not less than 48 hours before
the time fixed for holding the meeting, if notice of the meeting has been given
at least 10 days before the date of the meeting, and otherwise not less than 24
hours before the meeting. At the meeting, before the commencement of
voting for the election of directors, an announcement of giving of the notice
must be made by the chairman or the secretary of the meeting or by the
stockholder giving the notice.
The two
nominees for the Board of Directors have previously served as directors of the
Corporation, as noted under their names. The nominees from our
current Board of Directors who have indicated they will stand for re-election
are as follows:
Name
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Age
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Commence
Service
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Tom
Zapatinas
President,
Chief Executive Officer, Secretary and Director
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54
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Director
since January 9, 2007 and Officer since January 25,
2008
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Ron
Lizee
Chief
Financial Officer and Director
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51
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Director
and Officer since January 25, 2008
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The two
nominee’s respective biographical and business experience is set forth
below:
Tom
Zapatinas, President, Secretary, Chief Executive Officer and Member of the Board
of Directors
On
January 9, 2007, Tom Zapatinas was elected to the Board of Directors of the
Issuer. Mr. Zapatinas has been a self employed business consultant
since August, 1997. In June of 1998, Mr. Zapatinas founded Prolific
Smart Card Software Systems Inc. which became a reporting issuer on the TSX
Venture Exchange in Canada. Mr. Zapatinas resigned from Prolific in
May 29, 2001, to go back to his consulting practice. He brings
experience in financing, corporate development and mergers and
acquisitions.
Mr.
Zapatinas is not an officer or director of any other reporting company that
files annual, quarterly or period reports with the United States Securities and
Exchange Commission.
Ron
Lizee, Treasurer, Chief Financial Officer and Member of the Board of
Directors
Mr. Lizée
is the owner/operator of Lizée Gauthier, Certified General Accountants where he
has practiced since 1982. Mr. Lizée has over 25 years experience in
the fields of Taxation, Accounting and Auditing. He graduated from
the University of Saskatchewan, Canada in 1981 with a B. Comm., majoring in
Accounting and gained his Certified General Accountant (CGA) diploma in 1987,
and Certified Financial Planner (CFP) certificate in 1993. Mr. Lizée
has experience in financial management within public companies having served as
a director and Chief Financial Officer during 1995 to 1999. He is the
former owner and Chief Executive Officer of a franchise chain which operated in
several Canadian provinces. Mr. Lizée is also the CEO and President
of Gemstar Capital Properties Inc., a private corporation, which is involved in
Land Development Projects.
He is
also a Director and CFO of Acrongenomics, Inc., a reporting issuer in the U.S.
and quoted on the Over-the-Counter Bulletin Board, and has been an officer and
director since June of 2004.
The
Company’s directors are elected by the holders of the Company’s common stock.
Cumulative voting for directors is not permitted. The term of office of
directors of the Company ends at the next annual meeting of the Company’s
stockholders or when their successors are elected and qualified. The term of
office of each officer of the Company ends at the next annual meeting of our
Board of Directors, expected to take place immediately after the next annual
meeting of stockholders, or when his successor is elected and qualifies. Except
as otherwise indicated below, no organization by which any officer or director
previously has been employed is an affiliate, parent, or subsidiary of the
Company.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act of 1934 requires the Corporation’s officers
and Directors, and persons who own more than ten percent of the Corporation’s
common shares, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, Directors, and greater
than ten percent shareholders are required by Securities and Exchange Commission
regulation to furnish the Corporation with copies of all Section 16(a) forms
they file.
The
following represents each officer, director and beneficial owner of more than
10% of our securities who did not file on a timely basis reports required by
Section 16(a) of the Securities Exchange Act of 1934 during the most recent
fiscal year ending May 2009:
Name
|
Reporting
Person
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Form
3/# of transactions
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Form
4/# of transactions
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Form
5/# of transactions
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Tom
Zapatinas
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Member
of the Board of Directors
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Late/1
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N/A
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N/A
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MEETINGS
AND COMMITTEES OF THE BOARD OF DIRECTORS
The
business of the Company is managed under the direction of the Board of
Directors. The Board of Directors meets on a regular basis to review
significant developments affecting the Company and to act on matters requiring
Board approval. All matters that require Board approval are acted on
either by unanimous written consent of the Board or by a majority at Board
meetings. The Board of Directors did not hold any meetings during the
fiscal year ended May 31, 2009 . The Board of Directors acted by
unanimous written consent two (2) times during the fiscal year
ended May 31
st
,
2009
Audit
Committee
The Board
of Directors does not presently have an audit committee as it does not have any
independent directors. At present the Board of Directors performs the
functions of the audit committee. We have determined that our Chief
Financial Officer, Ron Lizee would qualify as a financial expert.
Nominating
Committee
The
Company does not have a nominating committee because the Company has
to date been a small business issuer traded on the Over the Counter Bulletin
Board and the Board of Directors felt it was not necessary to have a
separate nominating committee. The functions customarily attributable
to this committee are performed by the Board of Directors. At this
time, the Board does not have a formal policy with regard to the consideration
of any director candidates recommended by the Company’s shareholders because
historically the Company has not received recommendations from its shareholders
and the costs of establishing and maintaining procedures for the consideration
of shareholder nominations would be unduly burdensome.
Qualifications
for consideration as a Board nominee may vary according to the particular areas
of expertise being sought as a complement to the existing Board
composition. However, in making its nominations, the Board of
Directors considers, among other things, an individual’s business experience,
industry experience, financial background, breadth of knowledge about issues
affecting the Company, time available for meetings and consultation regarding
Company matters and other particular skills and experience possessed by the
individual.
Significant
Employees
The
Company did not have any significant employees during fiscal 2009.
Family
Relationships
There are
no family relationships between any of our directors or executive
officers.
Certain
Legal Proceedings
There is
no proceeding to which any director, executive officer or affiliate of the
Company, any owner of record or beneficially of more than five percent of any
class of voting securities of the Company, is a party adverse to the Company or
has a material interest adverse to the Company.
Certain
Relationships and Related Transactions
For
the fiscal year ended May 2009, a total of $18,409 in fees was billed to
our Company by Lizée Gauthier Certified General Accountants, of which our
Company’s Chief Financial Officer, Mr. Lizée, is the
proprietor. These fees were invoiced at the same billable rate
as other clients of the firm. As at May 31, 2009, the total
amount remained unpaid.
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During
the fiscal year ended May 31, 2009, the Company was billed $120,000 by Tom
Zapatinas, our President, for consulting services. In addition,
the Company also incurred consulting fees to the President of $30,000 for
the four (4) month period ended May 31, 2008. As at May 31,
2009, the balance of $144,855 remained
unpaid.
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Code
of Ethics
As of the
date of this report, the Company has not adopted a code of ethics that applies
to its principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar functions.
The Company intends to review and finalize the adoption of a code of
ethics as soon as practicable. Upon adoption, the Company will file
a copy of its code of ethics with the Securities and Exchange Commission as an
exhibit to its annual report for the period during which the code of ethics is
adopted.
.
Compensation
Discussion and Analysis
The
Company has made no arrangements for the remuneration of its directors except
that they will be entitled to receive reimbursement for actual, demonstrable
out-of-pocket expenses, including travel expenses, if any, made on the Company’s
behalf. No remuneration has been paid to the Company’s officers or
directors for services to date.
There
were no stock options granted to officers or directors of the Company during the
fiscal year ended May 31
st
,
2009.
Currently,
we do not offer any annuity, pension or retirement benefits to be paid to any of
our officers, directors or employees, in the event of
retirement. There are also no compensatory plans or arrangements with
respect to any individual named above which results or will result from the
resignation, retirement or any other termination of employment with our Company,
or from a change in the control of our Company.
The
following table sets forth the total compensation paid or accrued to the
Company’s named executive officers, as that term is defined in Item
402(a)(3) of Regulation S-K, and to our directors, during the fiscal years ended
May 31, 2009 and 2008.
SUMMARY
COMPENSATION TABLE
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Name
and Principal Position
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Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
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Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Total
($)
|
Tom
Zapatinas
President
& CEO
Director
|
2009
2008
|
120,000
30,000
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
120,000
30,000
|
Kimberley
Coonfer President & CEO
(1)
Director
|
2008
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Ron
Lizée CFO &
Director
|
2009
2008
|
18,409
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
Nil
Nil
|
18,409
Nil
|
Notes
Kimberley
Coonfer resigned from her positions as officer on January 25, 2008 and did not
stand for re-election as director of our Corporation at the Annual General
Meeting of the Shareholders held on June 16, 2008.
Ron Lizée
is not on a salary. During the fiscal year ended May 31, 2009, a
total of $18,409 in fees were billed to the Company by Lizée Gauthier Certified
General Accountants of which the Company’s CFO, Mr. Ron Lizée, is the sole
proprietor. These fees were invoiced at the same billable rate as
other clients of the firm and remain payable as at May 31,
2009.
Outstanding
Equity Awards at Fiscal Year-End
There
were no outstanding equity awards to any executive officers as of our latest
fiscal year ended May 31, 2009.
Stock
Options/SAR Grants
There
were no grants of stock options or stock appreciation rights to any officers,
directors, consultants or employees of our corporation during the fiscal year
ended May 31, 2009.
Pension
Benefits
There are
no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officers, except that our directors and
executive officers may receive stock options at the discretion of our board of
directors. We do not have any material bonus or profit sharing plans
pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors.
As of the
end of the fiscal year 2009, we had no plans or arrangements in respect of
remuneration received or that may be received by our executive officers to
compensate such officers in the event of termination of employment (as a result
of resignation, retirement, change of control) or a change of responsibilities
following a change of control, where the value of such compensation exceeds
$60,000 per executive officer.
Nonqualified
and defined contribution and other nonqualified deferred compensation
plans.
The
Company has no nonqualified plans at the current time.
Directors
Compensation
We
reimburse our directors for expenses incurred in connection with attending board
meetings but did not pay director's fees or other cash compensation for services
rendered as a director in the year ended May 31, 2009. We have no present
formal plan for compensating our directors for their service in their capacity
as directors, although in the future, such directors are expected to receive
compensation and options to purchase shares of common stock as awarded by our
board of directors or (as to future options) a compensation committee which may
be established in the future. Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of our board of directors. The board of directors
may award special remuneration to any director undertaking any special services
on behalf of our company other than services ordinarily required of a director.
Other than indicated in this annual report, no director received and/or
accrued any compensation for his or her services as a director, including
committee participation and/or special assignments.
ITEM
2
APPOINTMENT OF INDEPENDENT AUDITORS
Our Board
of Directors has approved the re-appointment of Child, Van Wagoner &
Bradshaw, PLLC as our independent auditors for our 2010 fiscal
year. The Board approved the appointment of Child, Van Wagoner &
Bradshaw, PLLC on December 10, 2009. We do not expect a
representative of Child, Van Wagoner & Bradshaw to attend this
meeting. Child, Van Wagoner & Bradshaw, PLLC also served as our
independent auditors for fiscal 2009 and 2008.
The
following table sets forth the fees billed to the Corporation for professional
services rendered by the Corporation's principal accountant, for the years ended
May 31, 2009 and 2008:
Services
|
2009
$
|
2008
$
|
Audit
fees
|
12,000
|
15,500
|
Audit
related fees
|
6,000
|
3,125
|
Tax
fees
|
0
|
0
|
Total
fees
|
18,000
|
18,625
|
Audit
fees consist of fees for the audit of the Corporation's annual financial
statements or the financial statements of the Corporation’s subsidiaries or
services that are normally provided in connection with the statutory and
regulatory filings of the annual financial statements.
Audit-related
services include the review of the Corporation's financial statements and
quarterly reports that are not reported as Audit fees.
Tax fees
included tax planning and various taxation matters.
ITEM
3.
APPROVAL OF 2009 STOCK OPTION AND AWARD PLAN
The Board
of Directors approved a stock option and stock award plan on December 10, 2009
(the “Plan”). Under the Plan, a maximum of 2,000,000 shares of
the common stock, par value $0.001 per share, may be awarded to directors,
officers, employees and consultants of the Corporation. The duration
of the Plan has been set at 10 years from the time of adoption thereof by the
Board of Directors. We have included a copy of the Stock Option
and Stock Award Plan with this mailing.
ITEM
4
OTHER BUSINESS
We do not
know of any other item of business that may come before the meeting, except a
motion to adjourn.
QUORUM
AND VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
In an
election of directors, that number of candidates equaling the number of
directors to be elected having the highest number of votes cast in favor of
their election, are elected to the Board of Directors of the Company (the “Board
of Directors”), provided a quorum is present. Votes may be cast or
withheld with respect to the Proposal to elect five members of the Board of
Directors for terms expiring at the Company’s Annual Meeting of Shareholders in
2011. Votes that are withheld will be counted toward a quorum, but
will be excluded entirely from the tabulation for such Proposal and, therefore,
will not affect the outcome of the vote on such Proposal.
Record
holders of our Common Stock may cast one vote for each director nominated for
office and one vote for each other Proposal for each share held of record at the
close of business on December 15, 2009. Approval of the matters
before the meeting requires the affirmative vote of a majority of the votes cast
by shareholders present at the meeting in person or by proxy.
Security
Ownership of Certain Beneficial Owners and Other Related Matters
OWNERSHIP
OF PREAXIA COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS
The
following table shows, as of December 15, 2009, the shares of PreAxia Common
Stock beneficially owned by each director (including each nominee), by each of
the executive officers and by all directors and executive officers as a group.
Information is also provided regarding beneficial ownership of common
stock if all outstanding options, warrants, rights and conversion privileges (to
which the applicable officers and directors have the right to exercise in the
next 60 days) are exercised and additional shares of common stock are
issued.
TITLE
OF
CLASS
|
NAME
AND ADDRESS OF BENEFICIAL OWNER
|
AMOUNT
AND NATURE OF BENEFICIAL OWNER
|
PERCENT
OF
CLASS
(1)
|
Common
|
Tom
Zapatinas
3212
– 14 Avenue SW
Calgary,
Alberta
T3C
0X3
President,
Secretary and Director
|
9,000,000
common shares held directly
|
57.14%
|
Common
|
Ron
Lizee
(2)
#202,
3550 Taylor Street East
Saskatoon,
Saskatchewan
S7H
5H9
Chief
Financial Officer and Directors
|
100,000
common shares held indirectly
|
0.63%
|
Common
|
All
Officers and Directors as a group
|
9,100,000
Common shares
|
57.77%
|
Notes
|
|
|
|
(1)
|
Based
upon 15,750,000 issued and outstanding shares of common stock as of
December 15, 2009.
|
|
(2)
|
These
shares are held by Mr. Lizée’s wife, Johanne Lizée. Mr. Lizée
disclaims any voting power or beneficial
ownership.
|
OWNERSHIP
OF PREAXIA COMMON STOCK BY 5% STOCKHOLDERS
The
following table sets forth information, as of December 15, 2009, with respect to
the beneficial ownership of the Corporation’s Common Stock by each person known
by the Corporation to be the beneficial owner of more than 5% of the
outstanding common stock. Information is also provided regarding
beneficial ownership of common stock if all outstanding options, warrants,
rights and conversion privileges (to which the applicable 5% shareholders have
the right to exercise in the next 60 days) are exercised and additional shares
of common stock are issued.
TITLE
OF
CLASS
|
NAME
AND ADDRESS OF BENEFICIAL OWNER
|
AMOUNT
AND NATURE OF BENEFICIAL OWNER
|
PERCENT
OF
CLASS
(1)
|
Common
|
Tom
Zapatinas
3212
– 14 Avenue SW
Calgary,
Alberta
T3C
0X3
President,
Secretary and Director
|
9,000,000
common shares held directly
|
57.14%%
|
Common
|
Spyros
Tsoukalis
Grammatikou
Mesologiou
Aitoloakarnanias
Greece
T.K. 30015
|
825,000
common shares held directly
|
5.24%
|
Common
|
Elias
Tsoukalis
Grammatikou
Mesologiou
Aitoloakarnanias
Greece
T.K. 30015
|
813,033
common shares held directly
|
5.16%
|
Notes
|
|
|
|
(1)
|
Based
upon 15,750,000 issued and outstanding shares of common stock as of
December 15, 2009.
|
SHAREHOLDERS
PROPOSALS
Shareholders
may submit proposals on matters appropriate for shareholder action at subsequent
annual meetings of the Corporation consistent with Rule 14a-8 promulgated under
the Securities Exchange Act of 1934 as amended. For such proposals to
be considered for inclusion in the Proxy Statement or Information Statement for
the 2011 Annual Meeting of Shareholders, such proposals must be received by the
Corporation no later than June 30, 2010. Any shareholder proposal
submitted outside the process described above is considered untimely, if
provided after June 30, 2010. Such proposals should be directed to Preaxia
Health Care Payment Systems Inc., #207, 1410 – 11
th
Ave.
S.W., Calgary, Alberta, T3C 0M8 to the Attention of the Board of
Directors.
A copy of
this Information Statement is being delivered to each security holder regardless
whether they share one address, unless we had received contrary
instructions. To make such a request, please contact in writing or by
phone, to Preaxia Health Care Payment Systems, Inc., #207, 1410 – 11
th
Ave.
S.W., Calgary, Alberta, T3C 0M8, telephone number (403) 850-4120. If
you received more than one copy of this information statement and wish to reduce
the number of reports you receive in the future, we will discontinue the mailing
of reports on the accounts you select upon your request to the Corporation at
the foregoing address.
Cost
of Information Statement Solicitation
We will
pay the cost of the distribution of this Information Statement. As required by
the Securities and Exchange Commission (SEC), we also will reimburse brokerage
firms and other custodians, nominees and fiduciaries for their expenses incurred
in sending this Information Statement to beneficial owners of our common
stock.
By order of the Board of
Directors
/s/ Tom
Zapatinas
Tom Zapatinas
President
PREAXIA
HEALTH CARE PAYMENT SYSTEMS, INC.
2009
STOCK OPTION
AND
STOCK AWARD PLAN
(this
“PLAN”)
1. Definitions
Each of
the following terms shall have the respective meanings set forth below for
purposes of this Plan, whether employed in the singular or plural unless the
particular context in which said term is used clearly indicates
otherwise:
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(a)
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“Administrator”
shall mean, during the entire term of this Plan, the person or persons
appointed by the Board to administer this Plan or in the event that no
such person is a appointed, the
Board.
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(b) “Board”
shall mean the Corporation’s Board of Directors.
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(c)
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“Common
Stock” shall mean the common stock of the Company, par value $0.001 per
share.
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(d)
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“Corporation”
shall mean PREAXIA HEALTH CARE PAYMENT SYSTEMS, INC., a Nevada
corporation.
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(e)
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“Directors”
shall mean each and every member of the Board of Directors of the
Corporation(as such term is defined below) as presently constituted and as
may otherwise be constituted during the term
hereof.
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(f)
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“Effective
Date” shall mean as of the date this Plan is adopted by the Board of
Directors of the Corporation.
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(g)
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“Option”
shall mean the right to purchase a specified number of shares of the
Common Stock pursuant to the terms and conditions set forth in this
Plan.
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(h)
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“Optionee”
shall mean the recipient of Options hereunder. Any reference
herein to the employment or consultancy of an Optionee by the Corporation
shall include Optionee’s employment or consultancy by the Company or its
subsidiaries, if any.
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(i) “Plan
Termination Date” shall mean the date upon which this Plan
terminates.
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(j)
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“Stock
Award” shall mean the granting and issuance of the Common Stock pursuant
to the terms and conditions set forth in this
Plan.
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The
purpose of this Plan is to maintain the ability of the Corporation and its
subsidiaries to attract and retain highly qualified and experienced directors,
officers, employees and consultants (“Participants”) and to give such
Participants a continued proprietary interest in the success of the Company and
its subsidiaries. Pursuant to this Plan, eligible Participants will
be provided the opportunity to participate in the enhancement of shareholder
value through the grants of options, stock appreciation rights, awards of free
trading stock and restricted stock, bonuses and/or fees payable in stock, or any
combination thereof. The term “subsidiary” as used in this Plan shall
mean any present or future corporation which is or would be a “subsidiary
corporation” of the Corporation as the term is defined in Section 424(f) of the
Internal Revenue Code of 1986, as amended from time to time (the
“Code”).
3.
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Administrator(s)
of this Plan
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(a)
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Powers of the Administrator:
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Subject to the provisions of paragraph 5 hereof, this Plan shall
be administered by the Administrator, and the Administrator shall have the
authority, in its discretion:
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(i)
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to
determine the fair market value of the securities to be issued under this
Plan;
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(ii)
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to
select the participants to whom the Options and Stock Awards may be
granted hereunder;
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(iii)
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to
determine whether and to what extent Options or Stock Awards or any
combination thereof, are granted
hereunder;
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(iv)
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to
determine the number of shares of Common Stock or equivalent units to be
covered by each Option and Stock Award granted hereunder;
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(v) to
approve forms of agreement for use under this Plan;
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(vi)
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to
determine the terms and conditions, not inconsistent with the terms of
this Plan, of any Option or Stock Award granted hereunder. Such
terms and conditions include, but are not limited to, the exercise price,
the time or times when Options may be exercised (which may be based on
performance criteria), any vesting acceleration, and any restriction or
limitation regarding any Option or Stock Award or the shares of Common
Stock relating thereto, based in each case on such factors as the
Administrator, in its sole discretion, shall
determine;
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(vii)
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to
construe and interpret the terms of this Plan and Options or Stock
Awards;
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(viii)
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to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the
purpose of qualifying for preferred tax treatment under foreign tax
laws;
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(ix)
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to
modify or amend each Option or Stock Award (subject to Section 18(c) of
the Plan);
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(x)
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to
authorize any person to execute on behalf of the Corporation any
instrument or treasury order required to effect the grant of an Option or
Stock Award previously granted by the
Administrator;
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(xi)
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to
make all other determinations deemed necessary or advisable for
administering this Plan.
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(b)
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Effect of Administrator's
Decision:
The Administrator's decisions, determinations
and interpretations shall be final and binding on the Corporation, all
participants and any other holders of Options or Stock
Awards.
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(c)
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Each
grant or award made pursuant to this Plan shall be evidenced by an Option
Agreement or Stock Award Agreement (the "Agreement"). No person
shall have any rights under any option, restricted stock or other award
granted under this Plan unless and until the person to whom such Option,
restricted stock or other Stock Award shall be granted shall have executed
and delivered an Agreement to the Company. The Administrator(s)
shall prescribe the form of all Agreements. A fully executed counterpart
of the Agreement shall be provided to both the Corporation and the
recipient of the grant or award.
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(d)
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The
Corporation shall indemnify and hold harmless the Directors and the
Administrator(s) from and against any and all liabilities, costs and
expenses incurred by such persons as a result of any act, or omission to
act, in connection with the performance of such persons' duties,
responsibilities, and obligations under this Plan, other than such
liabilities, costs and expenses as may result from the gross negligence,
bad faith, willful misconduct, and/or criminal acts of such
persons.
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4. Shares
of Stock Subject to this Plan
The
maximum number of shares of the common stock, par value $0.001 per share, that
may be optioned or awarded under this Plan is 4,000,000 shares, subject to
adjustment as provided in Section 15 hereof. Any shares subject to an
Option which for any reason expires or is terminated unexercised and any
restricted stock which is forfeited may again be optioned or awarded under this
Plan; provided, however, that forfeited shares shall not be available for
further awards if the Participant has realized the benefits of ownership from
such shares. Shares subject to this Plan may be either, authorized
and un-issued shares or issued shares repurchased or otherwise acquired by the
Company or its subsidiaries.
5. Grant
of Options
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(a)
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The
Administrator(s) shall have the authority and responsibility, within the
limitations of this Plan, to determine the Directors, employees and
consultants to whom and the times at which Options are to be granted, the
number of shares of Common Stock which may be purchased under each Option,
the provisions of the respective Option Agreements (which need not be
identical) including provisions concerning the time or times when, and the
extent to which, the Options may be exercised, and the Option exercise
price. All Options pursuant to this Plan shall be granted on or
before the Plan Termination Date.
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(b)
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In
determining the Directors, employees and consultants to whom Options shall
be granted, the number of shares of Common Stock to be covered by each
such Option, and the provisions of the respective Option Agreements, the
Administrator(s) shall take into consideration the employee’s or
consultant’s present and potential contribution to the success of the
Corporation and such other factors as the Administrator(s) may deem proper
and relevant.
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(c)
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The
aggregate fair market value (determined as of the date upon which an
Option is granted) of the Common Stock for which any Optionee may exercise
incentive stock options for the first time in any calendar year (under all
plans of the Corporation and any parent or subsidiary of the Corporation
which plans provide for granting of incentive stock options within the
meaning of Section 422(b) of the Code) shall not exceed
$100,000.
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6. Eligibility
Directors,
employees, including officers, of the Corporation and its divisions and
subsidiaries, and consultants who provide bona fide services to the Company are
eligible to be granted Options, free trading stock, restricted stock and other
Stock Awards under this Plan and to have their salaries, bonuses and/or
consulting fees payable in free trading stock, restricted stock and other Stock
Awards. The Directors, employees, and consultants who shall receive
awards or options under this Plan, and the criteria to be used in determining
the award to be made, shall be determined from time to time by the
Administrator(s), in their sole discretion, subject to the limitations set forth
in Section 8 below, from among those eligible, which may be based upon
information furnished to the Administrator(s) by the Corporation’s management;
and the Administrator(s) shall determine, in their sole discretion, the number
of shares to be covered by each Stock Award and option granted to each Director,
employee or consultant selected.
7. Duration
of this Plan
No award
or Option may be granted under this Plan after more than ten (10) years from the
earlier of the date this Plan is adopted by the Board.
8. Terms
and Conditions of Stock Options
Options
granted under this Plan may be either incentive stock options, as defined in
Section 422 of the Code, or Options other than incentive stock
options. Each Option shall be subject to all the applicable
provisions of this Plan, including the following terms and conditions, and to
such other terms and conditions not inconsistent therewith as the
Administrator(s) shall determine:
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(a)
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The
Option price per share shall be set by the Board of Directors at the time
of each Stock Award issuance or Option
grant.
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(b)
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The
exercise of certain Options granted under this Plan may be subject to the
attainment of such performance goals, and/or during such period as may be
determined by the Administrator(s) and stated in the
Agreement.
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(c)
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An
Option shall not be exercisable with respect to a fractional share of
Common Stock or with respect to the lesser of fifty (50) shares or the
full number of shares then subject to the Option. No fractional shares of
Common Stock shall be issued upon the exercise of an Option. If a
fractional share of Common Stock shall become subject to an Option by
reason of a stock dividend or otherwise, the Optionee shall not be
entitled to exercise the Option with respect to such fractional
share.
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(d)
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Each
Option shall state whether it will or will not be treated as an incentive
stock option.
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(e)
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Each
Option will be deemed exercised on the day written notice specifying the
number of shares to be purchased, accompanied by payment in full
including, if required by law, applicable taxes, is received by the
Company. Payment, except as provided in the Agreement shall
be:
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(i) in
United States dollars by check or bank draft, or
(ii)
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by
tendering to the Corporation shares of Common Stock already owned for at
least six months by the person exercising the Option, which may include
shares received as the result of a prior exercise of an Option, and having
an aggregate fair market value, on the date on which the Option is
exercised, equal to the total cash exercise price applicable to
the Options being exercised, or
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(iii)
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by
a combination of United States dollars and shares of Common Stock valued
as aforesaid.
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For
purposes of this Plan, fair market value shall be the mean between the highest
and lowest prices at which the Common Stock is traded on a national securities
exchange or an automated securities quotation exchange on the relevant date,
provided however, if there is no sale of the Common Stock on such exchange on
such date, fair market value shall be the mean between the bid and asked prices
on such exchange at the close of the market on such date. No Optionee
shall have any rights to dividends or other right of a shareholder with respect
to shares of Common Stock subject to his or her Option until he or she has given
written notice of exercise of such Option and paid in full for such
shares.
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(f)
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Notwithstanding
the foregoing, the Administrator(s) may, in their sole discretion, include
in the Agreement a provision to allow for the cashless exercise of any
Options granted by such Agreement under this
Plan.
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(g)
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The
Administrator(s) may, in their discretion, include in the grant of any
Option the right of a grantee (hereinafter referred to as a “stock
appreciation right”) to elect, in the manner described below, in lieu of
exercising his or her Option for all or a portion of the shares of Common
Stock covered by such Option, to relinquish his or her Option for all or a
portion of the such shares and to receive from the Corporation a payment
equal in value to (x) the fair market value, as determined in accordance
with Section 8(e), of a share of Common Stock on the date of such
election, multiplied by the number of shares as to which the grantee shall
have made such election, less (y) the exercise price for that number of
shares of Common Stock for which the grantee shall have made such election
under the terms of such Option. A stock appreciation right
shall be exercisable at the time the tandem option is exercisable, and the
“expiration date” for the stock appreciation right shall be the amount
described in (x) above exceeds the amount described in (y)
above. An election to exercise stock appreciation rights shall
be deemed to have been made on the day written notice of such election,
addressed to the Administrator(s), is received by the
Company. An Option or any portion thereof with respect to which
a grantee has elected to exercise a stock appreciation right shall be
surrendered to the Company and such Option shall thereafter remain
exercisable according to its terms only with respect to the number of
shares as to which it would otherwise be exercisable, less the number of
shares with respect to which stock appreciation rights have been
exercised. The grant of a stock appreciation right shall be
evidenced by an Agreement. The Agreement evidencing stock
appreciation rights shall be personal and will provide that the stock
appreciation rights will not be transferable by the grantee otherwise than
by will or the laws of descent and distribution and that they will be
exercisable, during the lifetime of the grantee, only by him or
her.
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(h)
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Except
as provided in the applicable Agreement, an Option may be exercised only
if at all times during the period beginning with the date of the granting
of the Option and ending on the date of such exercise, the grantee was a
consultant or employee of either the Corporation (or of a division) or
subsidiary of the Corporation or of another corporation referred to in
Section 421(a)(2) of the Code. The Agreement shall provide
whether, and to what extent, an Option may be exercised after termination
of continuous employment, but any such exercise shall in no event be later
than the termination date of the Option. If the grantee should
die, or become permanently disabled as determined by the Administrator(s)
at any time when the Option, or any portion thereof, shall be exercisable,
the Option will be exercisable within a period provided for in the
Agreement, by the Optionee or person or persons to whom his or her rights
under the Option shall have passed by will or by the laws of descent and
distribution, but in no event at a date later than the termination of the
Option. The Administrator(s) may require medical evidence of permanent
disability, including medical examinations by physicians selected by
it.
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(i)
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Each
Option by its terms shall be personal and shall not be transferable by the
Optionee otherwise than by will or by the laws of descent and
distribution. During the lifetime of an Optionee, the Option
shall be exercisable only by the Optionee. In the event any
Option is exercised by the executors, administrators, heirs or
distributees of the estate of a deceased Optionee as provided in Section
8(h) above, the Corporation shall be under no obligation to issue Common
Stock thereunder unless and until the Corporation is satisfied that the
person or persons exercising the Option are the duly appointed legal
representatives of the deceased Optionee’s estate or the proper legatees
or distributes thereof.
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(j)
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No
incentive stock option shall be granted to an employee who owns
or would be treated as owning by attribution under Code Section 424(d)
immediately before the grant of such incentive stock option, directly or
indirectly, stock possessing more than 10% of the total combined voting
power of all classes of stock of the Corporation. This
restriction shall not apply if, (i) at the time such incentive stock
option is granted, the Option price is at least 110% of the fair market
value of the shares of Common Stock subject to the Option, as determined
in accordance with Section 8(e) on the date of grant, and (ii) the
incentive stock option by its terms is not exercisable after the
expiration of five years from the date of its
grant.
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(k)
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An
Option and any Common Stock received upon the exercise of an Option shall
be subject to such other transfer restriction and/or legending
requirements as are specified in the applicable
Agreement.
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(l)
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No
Options or Stock Awards shall be made to any consultant in exchange for or
as compensation for capital raising, investor relations or stock
promotion.
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(m)
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Any
Options or Stock Awards that are made to any Directors shall be held in
trust by the Company until such issuance or issuances are approved by
shareholders of the Company holding no less than a majority of the
Corporation’s outstanding shares of common stock at the time of such
approval.
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9. Terms
and Conditions of Restricted Stock Awards
Awards of
restricted stock under this Plan shall be subject to all the applicable
provisions of this Plan, including the following terms and conditions, and to
such other terms and conditions not inconsistent therewith, as the
Administrator(s) shall determine:
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(a)
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Awards
of restricted stock may be in addition to or in lieu of Option
grants. Awards may be conditioned on the attainment of
particular performance goals based on criteria established by the
Administrator(s) at the time of each award of restricted
stock. During a period set forth in the Agreement (the
"Restriction Period"), the recipient shall not be permitted to sell,
transfer, pledge, or otherwise encumber the shares of restricted stock;
except that such shares may be used, if the Agreement permits, to pay the
option price pursuant to any Option granted under this Plan, provided an
equal number of shares delivered to the Optionee shall carry the same
restrictions as the shares so used.
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(b)
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Shares
of restricted stock shall become free of all restrictions if during the
Restriction Period, (i) the recipient dies, (ii) the recipient's
directorship, employment, or consultancy terminates by reason of permanent
disability, as determined by the Administrator(s), (iii) the recipient
retires after attaining both 59 1/2 years of age and five years of
continuous service with the Company and/or a division or subsidiary, or
(iv) if provided in the Agreement, there is a "change in control" of the
Corporation (as defined in such Agreement). The
Administrator(s) may require medical evidence of permanent disability,
including medical examinations by physicians selected by
it.
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(c)
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Unless
and to the extent otherwise provided in the Agreement, shares of
restricted stock shall be forfeited and revert to the Corporation upon the
recipient's termination of directorship, employment or consultancy during
the Restriction Period for any reason other than death, permanent
disability, as determined by the Administrator(s), retirement after
attaining both 59 1/2 years of age and five years of continuous service
with the Corporation and/or a subsidiary or division, or, to the extent
provided in the Agreement, a "change in control" of the Corporation (as
defined in such Agreement), except to the extent the Administrator(s), in
their sole discretion, finds that such forfeiture might not be in the best
interests of the Corporation and, therefore, waives all or part of the
application of this provision to the restricted stock held by such
recipient.
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(d)
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Stock
certificates for restricted stock shall be registered in the name of the
recipient but shall be appropriately legended and returned to the
Corporation by the recipient, together with a stock power endorsed in
blank by the recipient. The recipient shall be entitled to vote
shares of restricted stock and shall be entitled to all dividends paid
thereon, except that dividends paid in Common Stock or other property
shall also be subject to the same
restrictions.
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(e)
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Restricted
Stock shall become free of the foregoing restrictions upon expiration of
the applicable Restriction Period and the Corporation shall then deliver
to the recipient Common Stock certificates evidencing such
stock.
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(f)
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Restricted
stock and any Common Stock received upon the expiration of the restriction
period shall be subject to such other transfer restrictions and/or
legending requirements as are specified in the applicable
Agreement.
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10. Bonuses
and Past Salaries and Fees Payable in Stock
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(a)
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In
lieu of cash bonuses otherwise payable under the Corporation’s or
applicable division’s or subsidiary’s compensation practices to Directors,
officers, employees and consultants eligible to participate in this Plan,
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the
Administrator(s), in their sole discretion, may determine that such bonuses
shall be payable in Common Stock or partly in Common Stock and partly in
cash. Such bonuses shall be in consideration of services previously
performed and as an incentive toward future services and shall consist of shares
of Common Stock which shall be free trading unless otherwise determined by the
Administrator(s) in their sole discretion. The number of shares of
Common Stock payable in lieu of a bonus otherwise payable shall be determined by
dividing such bonus amount by the fair market value of one share of Common Stock
on the date the bonus is payable, plus ten percent with fair market value
determined as of such date in accordance with Section 8(e).
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(b)
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In
lieu of salaries and fees otherwise payable by the Corporation to
Directors, officers, employees and consultants eligible to participate in
this Plan that were incurred for services rendered at any time to the
Corporation, in the event such Directors, officers, employees or
consultants elect, the Administrator(s) may provide that such unpaid
salaries and fees shall be payable in Common Stock or partly in Common
Stock and partly in cash. Such awards shall be in consideration
of services previously performed and as an incentive toward future
services and shall consist of shares of Common Stock subject to such terms
as the Administrator(s) may determine in their sole
discretion. The number of shares of Common Stock payable in
lieu of salaries and fees otherwise payable shall be determined by the
Administrator.
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11. Change
in Control
Each
Agreement may, in the sole discretion of the Administrator(s), provide that any
or all of the following actions may be taken upon the occurrence of a change in
control (as defined in the Agreement) with respect to the
Corporation:
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(a)
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acceleration
of time periods for purposes of vesting in, or realizing gain from, or
exercise of any outstanding Option or stock appreciation right or shares
of restricted stock awarded pursuant to this
Plan;
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(b)
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offering
to purchase any outstanding Option or stock appreciation right or shares
of restricted stock made pursuant to this Plan from the holder for its
equivalent cash value, as determined by the Administrator(s), as of the
date of the change in control; or
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(c)
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making
adjustments or modifications to outstanding Options or stock appreciation
rights or with respect to restricted stock as the Administrator(s) deems
appropriate to maintain and protect the rights and interests of the
Participants following such change in control, provided, however, that the
exercise period of any option may not be extended beyond 10 years from the
date of grant.
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12. Transfer,
Leave of Absence
For
purposes of this Plan:
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(a)
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transfer
of an employee from the Corporation the division or subsidiary of the
Corporation, whether or not incorporated, or vice versa, or from one
division or subsidiary of the Corporation to another, and Corporation or a
subsidiary or division of the Corporation, shall not be deemed a
termination of employment.
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13. Rights
of Directors, Employees and Consultants
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(a)
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No
person shall have any rights or claims under this Plan except in
accordance with the provisions of this Plan and each
Agreement.
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(b)
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Nothing
contained in this Plan and Agreement shall be deemed to give any Director,
employee or consultant the right to continued employment by the
Corporation or its divisions or
subsidiaries.
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14. Withholding
Taxes
The
Corporation shall require a payment from a Participant to cover applicable
withholding for income and employment taxes upon the happening of any event
pursuant to this Plan which requires such withholding. The
Corporation reserves the right to offset such tax payment from any funds which
may be due the Participant from the Corporation or its subsidiaries or divisions
or, in its discretion, to the extent permitted by applicable law, to accept such
tax payment through the delivery of shares of Common Stock owned by the
Participant or by utilizing shares of the Common Stock which were to be
delivered to the Participant pursuant to this Plan, having an aggregate fair
market value, determined as of the date of payment, equal to the amount of the
payment due.
15. Adjustments
In the
event of stock dividends, stock splits, recapitalizations, mergers,
consolidations, combinations, exchanges of shares, spin-offs, liquidations,
reclassifications or other similar changes in the capitalization of the
Corporation, the number of shares of Common Stock available for grant under this
Plan shall be adjusted appropriately by the Board, and, where deemed
appropriate, the number of shares covered by outstanding stock options and stock
appreciation rights outstanding and the number of shares of restricted stock
outstanding, and the option price of outstanding stock options, shall be
similarly adjusted. If another corporation or other business entity is acquired
by the Corporation, and the Corporation has assumed outstanding employee option
grants under a prior existing plan of the acquired entity, similar adjustments
are permitted at the discretion of the Administrator(s). In the event
of any other change affecting the shares of Common Stock available for awards
under this Plan, such adjustment, if any, as may be deemed equitable by the
Administrator(s), shall be made to preserve the intended benefits of this Plan
giving proper effect to such event.
16. Miscellaneous
Provisions
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(a)
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This
Plan shall be unfunded. The Corporation shall not be required
to establish any special or separate fund or to make any other segregation
of assets to assure the issuance of shares or the payment of cash upon
exercise of any option or stock appreciation right under this
Plan. The expenses of this Plan shall be borne by the
Corporation.
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(b)
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The
Administrator(s) may, at any time and from time to time after the granting
of an Option or the award of restricted stock or bonuses payable in Common
Stock hereunder, specify such additional terms, conditions and
restrictions with respect to such Option or stock as may be deemed
necessary or appropriate to ensure compliance with any and all applicable
laws, including, but not limited to, the Code, federal and state
securities laws and methods of withholding or providing for the payment of
required taxes.
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If at any
time the Administrator(s) shall determine in its discretion that the listing,
registration or qualification of shares of Common Stock upon any national
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the sale or purchase of shares of Common
Stock hereunder, no Option or stock appreciation right may be exercised or
restricted stock or stock bonus may be transferred in whole or in part unless
and until such listing registration, qualification, consent or approval shall
have been effected or obtained, or otherwise provided for, free of any
conditions not acceptable to the Administrator(s).
(c)
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By
accepting any benefit under this Plan, each Participant and each person
claiming under or through such Participant shall be conclusively deemed to
have indicated his acceptance and ratification, and consent to, any action
taken under this Plan by the Administrator(s), the Company or the
Board.
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(d)
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This
Plan shall be governed by and construed in accordance with the laws of the
Corporation’s state of
incorporation.
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(e)
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Administrator(s)
members exercising their functions under this Plan are serving as
directors of the Corporation and they shall therefore be entitled to all
rights of indemnification and advancement of expenses accorded directors
of the Corporation.
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(a)
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Any
liability of the Corporation or a subsidiary of the Corporation to any
Participant with respect to any option or award shall be based solely upon
contractual obligations created by this Plan and
Agreement.
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(b)
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Neither
the Corporation nor a division or subsidiary of the Corporation, nor any
member of the Administrator(s) or the Board, nor any other person
participating in any determination of any question under this Plan, or in
the interpretation, administration or application of this Plan, shall have
any liability to any party for any action taken or not taken in connection
with this Plan, except as may expressly be provided by
statute.
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18. Amendments
and Termination
The Board
may, at any time, amend, alter or discontinue this Plan; provided, however, no
amendment, alteration or discontinuation shall be made which would impair the
rights of any holder of an award of restricted stock, Option, stock appreciation
rights or stock bonus theretofore granted, without his or her written consent,
or which, without the approval of the shareholders would:
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(a)
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except
as provided in Section 15, increase the maximum number of shares of Common
Stock which may be issued under this
Plan;
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(b)
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except
as provided in Section 15, decrease the option price of an Option (and
related stock appreciation rights, if any) to less than 100% of the fair
market value (as determined in accordance with Section 8(e)) of a share of
Common Stock on the date of the granting of the Option (and related stock
appreciation rights, if any);
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(c)
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materially
change the class of persons eligible to receive an award of restricted
stock or Options or stock appreciation rights under this
Plan;
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(d) extend
the duration of this Plan; or
(e) materially
increase in any other way the benefits accruing to Participants.
This Plan
shall be adopted by the Board and approved by the Corporation’s shareholders and
such regulatory bodies as may in each case be necessary, which approvals, if
required, must occur either before, or no later than the period ending twelve
months after the date, this Plan is adopted. Subject to such
approvals, grants and awards may be made under this Plan between the date of its
adoption and receipt of such approvals. This Plan shall terminate
upon the earlier of the following dates or events to occur:
(a) upon
the adoption of a resolution of the Board terminating this Plan;
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(b)
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the
date all shares of Common Stock subject to this Plan are purchased
according to this Plan’s provisions;
or
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(c)
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ten
years from the date of adoption of this Plan by the
Board.
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No
such termination of this Plan shall adversely affect the rights of any
Participant hereunder and all Options or stock appreciation rights
previously granted and restricted stock and stock bonuses awarded
hereunder shall continue in force and in operation after the termination
of this Plan, except as they may be otherwise terminated in accordance
with the terms of this Plan.
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20. Other
Compensation Plans
This Plan
shall not be deemed to preclude the implementation by the Corporation or its
divisions or subsidiaries of other compensation plans which may be in effect
from time to time, nor adversely affect any rights of Participants under any
other compensation plans of the Corporation or its divisions or
subsidiaries.
21. Non-Transferability
No right
or interest in any award granted under this Plan shall be assignable or
transferable, except as set forth in this Plan and required by law, and no right
or interest of any participant in any award shall be liable for, or subject to,
any lien, obligation or liability except as set forth in this Plan or as
required by law.