IVAX DIAGNOSTICS, INC.
1999 STOCK OPTION PLAN
1. PURPOSES. The purposes of this 1999 Stock Option Plan (the "Plan") are to attract and retain the best
available personnel for positions of substantial responsibility, to provide additional incentive to the Employees of
the Company or its Subsidiaries as well as other individuals who perform services for the Company or its
Subsidiaries, and to promote the success of the Company's business. Options granted hereunder may be either
Incentive Stock Options or Nonqualified Stock Options, at the discretion of the Board and as reflected in the
terms of the written option agreement.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "Affiliate" shall mean, with respect to any Person, any Person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by or is under common control with, such Person.
(b) "Board of Directors" or "Board" shall mean the Board of Directors
of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Common Stock" shall mean the common stock, par value $1.00 per share, of the Company.
(e) "Company" shall mean IVAX Diagnostics, Inc., a Florida corporation, and its successors and assigns.
(f) "Committee" shall mean the committee appointed by the Board of Directors in accordance with paragraph (a)
of Section 4 of the Plan.
(g) "Continuous Status as an Employee" shall mean the absence of any interruption or termination of service as an
Employee. Continuous Status as an Employee shall not be considered interrupted for purposes of the Plan in the
case of sick leave, military leave, or any other bona fide leave of absence approved by the Board.
(h) "Corporate Transaction" shall be as defined in Section 15(b) of
(i) "Employee" shall mean any person, including officers and directors, employed by the Company or any
Subsidiary. The payment of a director's fee by the Company shall not be