EXHIBIT 99.1
OPTION NO. XX-XX-XXX
CRYO-CELL INTERNATIONAL, INC.
INCENTIVE STOCK OPTION AGREEMENT
OPTION AGREEMENT dated ___________, 1999 between CRYO-CELL
International, Inc., a Delaware corporation (the "Company"), and _______________
(the "Optionee").
IT IS AGREED as follows:
1. Grant of Option. By the determination of the Board of
Directors, the Company hereby grants to the Optionee the right
and option to purchase an aggregate of __________________
(_______) shares of common stock of the Company at an initial
option price of _______ and 00/100 dollars ($______) per share
as may be adjusted from time to time as provided herein.
2. Option Period. The option granted hereby shall expire five
years from the date hereof, subject to earlier termination as
provided herein.
3. Exercise of Option.
A. The option then may be exercised from time to time as
to all or part of the shares as to which such option
shall then be exercisable.
B. The Optionee may exercise the option by delivering to
the Company a written notice duly signed by the
Optionee stating the number of shares that the
Optionee has elected to purchase and accompanied by
payment (in cash or certified check) of an amount
equal to the full purchase price for the shares to be
purchased. Following receipt by the Company of such
notice and full payment, the Company shall issue, as
soon as practicable, the shares in the name of the
Optionee and deliver the certificate therefore to the
Optionee. Until the issuance of the certificate for
such shares, the Optionee shall have none of the
rights of a shareholder in respect to such shares.
4. Employment. Nothing contained in this Option Agreement shall
confer upon the Optionee any right to be continued in the
employ of the Company or shall prevent the Company from
terminating his/her employment at any time, with or without
cause. If the Optionee's employment with the Company is
terminated involuntarily then his/her option shall immediately
terminate. If the employee terminates his/her employment
voluntarily then with the consent of the Board of Directors of
the Company, expressed in the form of a resolution, such
options
may be exercised within three (3) months after the date he/she
ceases to be an employee. Or in the case of permanent and
total disability, this option shall be exercisable for a
period of thirty (30) days after the termination.
5. Death. If the Optionee dies while employed by the Company or
within three (3) months after he/she voluntarily resigns or
retires, that portion of this Option which was exercisable by
the Optionee at the time of death shall be exercisable by
his/hers legal representatives or beneficiaries for a period
of one year from the date of such death.
6. Non-Transferability of Option. This option shall not be
transferable other than by will or by the laws of descent and
distribution, and may be exercised during the Optionee's
lifetime only by him/her.
7. Restricted Securities. The shares issued upon exercise of the
options are intended for investment and therefore will be
"restricted securities" under the Securities Act of 1933, as
amended ("Act") and bear a restrictive legend to reflect their
non-transferability. Unless a registration statement is
subsequently filed with the Securities and Exchange Commission
covering the shares, sales of restricted securities may
usually be made only in compliance with the terms of Rule 144
under the Act. Rule 144 requires, among other things, that the
shares be held for at least two years after acquisition, which
period commences upon exercise of the option.
8. Entire Agreement. This Agreement is the entire agreement among
the parties hereto with respect to the subject matter hereof
and supercedes all prior agreements and understandings.
9. Adjustments upon Change in Capitalization. If at any time
after the date of grant of this option, the Company shall, by
stock dividend, split-up, combination, reclassification or
exchange, or through merger or consolidation, or otherwise,
change its Shares into a different number of kind or class of
shares to other securities or property, then the number of
shares covered by this option and the price of each such
shares shall be proportionately adjusted for any such change
by the Board of Directors whose determination shall be
conclusive. Any fraction of a share resulting from any
adjustment shall be eliminated and the price per share of the
remaining shares subject to this option adjusted accordingly.
10. Notices. Any notice to be given by the Optionee hereunder
shall be sent to the Company at its principal executive
offices, and any notice from the Company to the Optionee shall
be sent to the Optionee at his/hers address as set forth in
the Company records; all such notices shall be in writing and
shall be delivered in person or by registered or certified
mail. Either party may change the address to which notices are
to be sent by notice in writing given to the other in
accordance with the terms hereof.
11. Governing Law. The parties hereto acknowledge and agree that
the option granted hereby is granted in the State of Florida.
This Agreement, as well as the grant of such option and
issuance of such shares, is and shall be governed by and
construed in accordance with the laws of the State of Florida
applicable to the agreements made and to be performed entirely
within such State.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
CRYO-CELL International, Inc.
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By: Xxxxxx X. Xxxxx. Exec. V.P. and General Mgr. Optionee
