1999 STOCK OPTION PLAN
SECTION 1. GENERAL PROVISIONS
1.1. Name and General Purpose
The name of this plan is the Vasomedical, Inc. 1999 Stock Option Plan (hereinafter called the "Plan"). The
purpose of the Plan is to enable Vasomedical, Inc. (the "Company") and its subsidiaries and affiliates to foster
and promote the interests of the Company by attracting and retaining directors, officers, consultants and
employees of the Company who contribute to the Company's success by their ability, ingenuity and industry, to
enable such officers and employees of the Company to participate in the long-term success and growth of the
Company by giving them a proprietary interest in the Company and to provide incentive compensation
opportunities competitive with those of competing corporations.
a. "Affiliate" means any person or entity controlled by or under common control with the Company, by virtue of
the ownership of voting securities, by contract or otherwise.
b. "Board" means the Board of Directors of the Company.
c. "Change in Control" means a change of control of the Company, or in any person directly or indirectly
controlling the Company, which shall mean:
(a) a change in control as such term is presently defined in Regulation 240.12b-(f) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); or
(b) if any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act) other than the
Company or any "person" who on the date of this Agreement is a director or officer of the Company, becomes
the "beneficial owner" (as defined in Rule
13(d)-3 under the Exchange Act) directly or indirectly, of securities of the Company representing twenty percent
(20%) or more of the voting power of the Company's then outstanding securities; or
(c) if during any period of two (2) consecutive years during the term of this Plan, individuals who at the beginning
of such period constitute the Board of Directors, cease for any re