Exhibit 10.1
AMENDMENT NO. 1 TO
1997 STOCK OPTION PLAN
----------------------
AMENDMENT NO. 1, dated November 13, 2001 (the "Amendment"), to the
1997 STOCK OPTION PLAN (the "Plan"), dated December 2, 1997 (the date the Plan
was approved by the Board of Directors), by the Quigley Corporation, a Nevada
corporation (the "Company"). All capitalized terms used herein and not defined
shall have the meanings ascribed to such terms in the Plan.
RECITALS
WHEREAS, the Board of Directors adopted the Plan on December 2, 1997;
WHEREAS, Section 4 of the Plan provides for the reservation of
1,500,000 shares of the Company's common stock, $0.0005 par value per share (the
"Common Stock");
WHEREAS, the Company's Board of Directors deems it advisable to
increase the number of shares of the Common Stock reserved under the Plan from
1,5000,000 shares to 3,000,000 shares (the "Increase"); and
WHEREAS, the Increase has been approved and adopted by the Company's
Board of Directors and stockholders.
NOW, THEREFORE, the Plan shall be amended as follows:
1. Section 4, titled "Stock Reserved for the Plan" is hereby amended
to read in its entirety as follows:
Subject to adjustment as provided in Section 7
hereof, a total of three million (3,000,000) shares of
common stock, $.0005 par value ("Stock"), of the Company
shall be subject to the Plan. The shares of Stock subject to
the Plan shall consist of unissued shares or previously
issued shares reacquired and held by the Company or any
Subsidiary of the Company, and such amount of shares of
Stock shall be and is hereby reserved for such purpose. Any
of such shares of Stock which may remain unsold and which
are not subject to outstanding Options at the termination of
the Plan shall cease to be reserved for the purpose of the
Plan, but until termination of the Plan the Company shall at
all times reserve a sufficient number of shares of Stock to
meet the requirements of the Plan. Should any Option expire
or be canceled prior to its exercise in full or should the
number of shares of Stock to be delivered upon
the exercise in full of any Option be reduced for any
reason, the shares of Stock theretofore subject to such
Option may again be subject to an Option under the Plan.
Notwithstanding the foregoing, with respect to any
options that are intended to qualify as performance-based
compensation under Section 162(m) of the Code, the maximum
number of shares of Stock that may be subject to options
granted under the Plan to any individual in any calendar
year shall not exceed 500,000, and the method of counting
such shares shall conform to any requirements applicable to
performance-based compensation under Section 162(m) of the
Code.
IN WITNESS WHEREOF, the undersigned has executed this Amendment No.
1 as of the date first above written.
THE QUIGLEY CORPORATION
By: /s/ Guy J. Quigley
----------------------------------------
Guy J. Quigley
President and Chief
Executive Officer