Published on August 22, 2008
EXHIBIT
10.1
APOLLO
MEDICAL HOLDINGS, INC.
2008-A
PROFESSIONAL/CONSULTANT STOCK COMPENSATION PLAN
1.
Purpose.
The
purpose of this Plan is to provide compensation in the form of Common Stock
of
the Company to eligible consultants that have previously rendered services
or
that will render services during the term of this 2008-A Professional/Consultant
Stock Compensation Plan (hereinafter referred to as the Plan.)
2.
Administration.
(a) This
Plan shall be administered by the Board of Directors who may from time to time
issue orders or adopt resolutions, not inconstant with the provisions of this
Plan, to interpret the provisions and supervise the administration of this
Plan.
The President shall make initial determinations as to which consultants,
professionals or advisors will be considered to receive shares under this Plan,
in addition, will provide a list to the Board of Directors. All final
determinations shall be by the affirmative vote of a majority of the members
of
the Board of Directors at a meeting called for such purpose, or reduced to
writing and signed by a majority of the members of the Board. Subject to the
Corporation's Bylaws, all decisions made by the Directors in selecting eligible
consultants (hereinafter referred to as Consultants), establishing the number
of
shares, and construing the provisions of this Plan shall be final, conclusive
and binding on all persons including the Corporation, shareholders, employees
and Consultants.
(b)
The
Board of Directors may from time to time appoint a Consultants Plan Committee,
consisting of at least one Director and one officer, none of whom shall be
eligible to participate in the Plan while members of the Committee. The Board
of
Directors may delegate to such Committee power to select the particular
Consultants that are to receive shares, and to determine the number of shares
to
be allocated to each such Consultant.
(c)
If
the SEC Rules and or regulations relating to the issuance of Common Stock under
a Form S-8 should change during the terms of this Plan, the Board of Directors
shall have the power to alter this Plan to conform to such changes.
3.
Eligibility.
Shares
shall be granted only to Professionals and Consultants that are within that
class for which Form S-8 is applicable.
4.
Shares
Subject to the Plan.
The
total number of shares of Common Stock to be subject to this Plan is 75,000.
The
shares subject to the Plan will be registered with the SEC on or about August
22, 2008 in a Form S-8 Registration.
5.
Death
of Consultant. If
a
Consultant dies while he is a Consultant of the Corporation or of any
subsidiary, or within 90 days after such termination, the shares, to the extent
that the Consultant was to be issued shares under the plan, may be issued to
his
personal representative or the person or persons to whom his rights under the
plan shall pass by his will or by the applicable laws of descent and
distribution.
6.
Termination
of Consultant, retirement or disability.
If a
Consultant shall cease to be retained by the Corporation for any reason
(including retirement and disability) other than death after he shall have
continuously been so retained for his specified term, he may, but only within
the three-month period immediately following such termination, request his
pro-rata number of shares for his services already rendered.
7.
Termination
of the Plan.
This
Plan shall terminate one year after its adoption by the Board of Directors.
At
such time, any shares that remain unsold shall be removed from registration
by
means of a post-effective amendment to the Form S-8.
8.
Effective
Date of the Plan.
This
Plan shall become effective upon its adoption by the Board of
Directors.
CERTIFICATION
OF ADOPTION
(By
the
Board of Directors)
The
undersigned, being the President and Chairman of the Board of Directors of
Apollo Holdings, Inc.. hereby certifies that the foregoing Plan was adopted
by a
unanimous vote of the Board of Directors on August 19, 2008.
/s/
Warren Hosseinion
Warren
Hosseinion