The
Quigley Corporation, a Nevada corporation (the “Company”), hereby
adopts this Amendment (this “Amendment”) to 2010
Directors’ Equity Compensation Plan (the ‘Plan”).
WITNESSETH
WHEREAS, the Company’s
Compensation Committee adopted the Plan and the Board of Directors (the “Board”) ratified the
Plan; and
WHEREAS, the Plan was
submitted to and ratified by the Company’s stockholders at the Company’s Annual
Meeting of Stockholders on May 5, 2010.
NOW, THEREFORE, the Plan is
hereby amended as follows:
1. Section
4 of the Plan is amended by deleting the seventh sentence from said Section and
replacing in lieu thereof the following sentence:
“Awards
may, in the discretion of the Committee, be awarded under the Plan in assumption
of, or in substitution for, outstanding Awards previously granted by the
Company, any of its Affiliates or any of their respective predecessors, or any
entity acquired by the Company or with which the Company combines; provided however, subject to
Section 8 hereof, that without stockholder approval (i) the terms of outstanding
Awards may not be amended to reduce the exercise price of outstanding Options
and (ii) outstanding Options may not be cancelled in exchange for cash, other
awards or Options with an exercise price that is less than the exercise price of
the original Options.”
2. This
Amendment shall be effective as of May 6, 2010, and all references to the Plan
shall, from and after such time, be deemed to be references to the Plan as
amended hereby.
3. Except
as expressly amended hereby, the Plan shall remain unchanged and in full force
and effect.