2000 Stock Option Plan

ADVANCED TECHNOLOGY INDUSTRIES, INC.


2000 STOCK OPTION PLAN


TABLE OF CONTENTS


Paragraph Page 1. Purpose..............................................................1


2. Incentive and Non-Qualified Stock Options............................1


3. Definitions..........................................................1
3.1 Board.......................................................1
3.2 Code........................................................1
3.3 Common Stock................................................1
3.4 Company.....................................................1
3.5 Consultant..................................................1
3.6 Disabled or Disability......................................1
3.7 Fair Market Value...........................................1
3.8 Incentive Stock Option......................................2
3.9 Non-Qualified Stock Option..................................2
3.10 Optionee....................................................2
3.11 Plan........................................................2
3.12 Plan Administrator..........................................2
3.13 Stock Option or Option......................................2


4. Administration.......................................................2
4.1 Plan Administrator..........................................2
4.2 Administration of Plan......................................2


5. Eligibility..........................................................3


6. Shares Subject to Options............................................3


7. Terms and Conditions of Options......................................3
7.1 Number of Shares Subject to Option..........................3
7.2 Option Price................................................4
7.3 Notice and Payment..........................................4
7.4 Term of Option..............................................5
7.5 Exercise of Option..........................................5
7.6 No Transfer of Option.......................................5
7.7 Limit on Incentive Stock Options............................5
7.8 Restriction on Issuance of Shares...........................6
7.9 Investment Representation...................................6
7.10 Rights as a Shareholder or Employee.........................6
7.11 No Fractional Shares........................................6
7.12 Exercisability in the Event of Death........................6
7.13 Recapitalization or Reorganization of Company...............7
7.14 Modification, Extension, and Renewal of Options.............7
7.15 Other Provisions............................................8


8. Termination or Amendment of the Plan.................................8


9. Indemnification......................................................8


10. Effective Date and Term of Plan......................................8


ADVANCED TECHNOLOGY INDUSTRIES, INC.


2000 STOCK OPTION PLAN
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1. PURPOSE. The purpose of this ADVANCED TECHNOLOGY INDUSTRIES, INC. Stock Option Plan ("Plan") is to further the growth and development of ADVANCED TECHNOLOGY INDUSTRIES, INC. ("Company") by providing, through ownership of stock of the Company, an incentive to directors, officers, key employees, consultants, agents, advisors, and independent contractors who are in a position to contribute materially to the prosperity of the Company, to increase such persons' interest in the Company's welfare, to encourage them to continue their services to the Company or its subsidiaries, and to attract individuals of outstanding ability to render services to and enter the employment of the Company or its subsidiaries. This Plan is effective on the Effective Date (as provided in Section 10) and shall apply to options granted on or after the Effective Date.


2. INCENTIVE AND NON-QUALIFIED STOCK OPTIONS. Two types of Stock Options (referred to herein as "Options" without distinction between such two types) may be granted under the Plan: Options intended to qualify as Incentive Stock Options under Section 422 of the Code and Non-Qualified Stock Options not specifically authorized or qualified for favorable income tax treatment by the Code.


3. DEFINITIONS. The following definitions are applicable to the Plan:


3.1 BOARD. The Board of Directors of the Company.


3.2 CODE. The Internal Revenue Code of 1986, as amended from time to time.


3.3 COMMON STOCK. The shares of Common Stock of the Company.


3.4 COMPANY. ADVANCED TECHNOLOGY INDUSTRIES, INC. a Delaware corporation.


3.5 DISABLED OR DISABILITY. For the purpose of Section 7.4, a disability of the type defined in Section 22(e)(3) of the Code. The determination of whether an individual is Disabled or has a Disability is determined under procedures established by the Plan Administrator for purposes of the Plan.


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3.7 FAIR MARKET VALUE. For purposes of the Plan, the "fair market value" per share of Common Stock of the Company at any date shall be (a) if the Common Stock is listed on an established stock exchange or exchanges, the closing price per share on the last trading day immediately preceding such date on the principal exchange on which it is traded, or (b) if the Common Stock is not then listen on an exchange but is quoted on the Nasdaq National Market, the Nasdaq Small Cap Market, the Nasdaq electronic bulletin board or the National Quotation Bureau pink sheets, the average of the closing bid and asked prices per share for the Common Stock as quoted by Nasdaq or the National Quotation Bureau, as the case may be, on last trading day immediately preceding such date, or (c) if the Common Stock is not then listed on an exchange or quoted by Nasdaq or the National Quotation Bureau, an amount determined in good faith by the Plan Administrator.


3.8 INCENTIVE STOCK OPTION. Any Stock Option intended to be and designated as an "incentive stock option" within the meaning of Section 422 of the Code.


3.9 NON-QUALIFIED STOCK OPTION. Any Stock Option that is not an Incentive Stock Option.


3.10 OPTIONEE. The recipient of a Stock Option.


3.11 PLAN. The Advanced Technology Industries, Inc.2000 Stock Option Plan, as amended from time to time.


3.12 PLAN ADMINISTRATOR. The Board or the Committee designated pursuant to Section 4 to administer, construe and interpret the terms of the Plan.


3.13 STOCK OPTION OR OPTION. Any option to purchase shares of Common Stock granted pursuant to Section 7.


4. ADMINISTRATION.


4.1 PLAN ADMINISTRATOR. The Plan shall be administered by the Board or a committee or committees (which term includes subcommittees) appointed by, and consisting of two or more members of, the Board. If and so long as the Common Stock is registered under Section 12 (b) or 12 (g) of the Exchange Act, the Board shall consider in selecting the Plan Administrator and the membership of any committee acting as Plan Administrator of the Plan with respect to any persons subject or likely to become subject to Section 16 under the Exchange Act the provisions regarding (a) "outside directors" as contemplated by Section 162(m) of the Code and (b) "non-employee directors" as contemplated by Rule 16b-3 under the Exchange Act. The Board may delegate the responsibility for administering the Plan with respect to designated classes of eligible Participants to different committees, subject to such limitations as the Board deems appropriate. Committee members shall serve for such term as the Board may determine, subject to removal by the Board at any time.


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4.2 ADMINISTRATION OF PLAN. Except for the terms and conditions explicitly set forth in the Plan, the Plan Administrator shall have exclusive authority, in its discretion, to determine all matters relating to Options under the Plan, including the selection of individuals to be granted Options, the type of Options, the number of shares of Common Stock subject to an Option, all terms, conditions, restrictions and limitations, if any, of an Option and the terms of any instrument that evidences the Option. The Plan Administrator shall also have exclusive authority to interpret the Plan and may from time to time adopt, and change, rules and regulations of general application for the Plan's administration. The Plan Administrator's interpretation of the Plan and its rules and regulations, and all actions taken and determinations made by the Plan Administrator pursuant to the Plan, shall be conclusive and binding on all parties involved or affected. The Plan Administrator may delegate administrative duties to such of the Company's officers as it so determines.


5. ELIGIBILITY. Any employee (including any officer who is an employee) of the Company or any of its s ...