R0CKWELL MEDICAL TECHNOLOGIES, INC.
1997 STOCK OPTION PLAN
1. Definitions: As used herein, the following terms shall have the following meanings:
(a) "Code" shall mean the Internal Revenue Code of 1986, as amended, and the applicable rules and regulations
(b) "Committee" shall mean, (i) with respect to administration of the Plan regarding Participants who are subject
Section 16(a) and (b) of the Exchange Act, a committee meeting the standards of Rule 16b-3 of the Rules and
Regulations under the Exchange Act, or any similar successor rule, appointed by the Board of Directors of the
Company to perform any of the functions and duties of the Committee under the Plan, or the Board of Directors
as a whole, and (ii) with respect to administration of the Plan regarding all other Participants, such committee or
the Board of Directors of the Company, as described in clause (i), or such other committee or entity appointed
by the Board of Directors of the Company to perform any of the functions and duties of the Committee under the
(c) "Common Shares" shall mean the Common Shares, no par value per share, of the Company.
(d) "Company" shall mean Rockwell Medical Technologies, Inc., a Michigan corporation, or any successor
(e) "Discretion" shall mean the sole discretion of the Committee, with no requirement whatsoever that the
Committee follow past practices, act in a manner consistent with past practices, or treat any key employee,
director, consultant or advisor in a manner consistent with the treatment afforded other key employees, directors,
consultants or advisors with respect to the Plan or otherwise.
(f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations
(g) "Incentive Option" shall mean an option to purchase Common Shares which meets the requirements set forth
in the Plan and also is intended to be, and qualifies as, an incentive stock option within the meaning of Section