Acknowledgments by Optionee Clause Samples

Acknowledgments by Optionee. Optionee acknowledges that he has been advised, and that Optionee understands, that: (a) this document constitutes part of a prospectus covering securities that have been or will be registered under the Securities Act of 1933; (b) the grant of Option Rights and the issuance of any Common Shares pursuant to the exercise of Option Rights may be subject to, or may become subject to, applicable reporting, disclosure and holding period restrictions imposed by Rule 144 under the Securities Act of 1933 (“Rule 144”) and Section 16 of the Securities Exchange Act of 1934 (“Section 16”); and (c) Common Shares acquired could be subject to Section 16(a) reporting requirements as well as the short swing trading prohibition contained in Section 16(b) which precludes any profit taking with respect to any stock transactions which occur within any six-month period.

Acknowledgments by Optionee. Optionee acknowledges and agrees that: (a) the services to be performed by Optionee under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the Company competes with other businesses that are or could be located in any part of the United States; and (c) the provisions of this Section 8.3 are reasonable and necessary to protect the Company’s business and lawful protectable interests, and do not impair Optionee’s ability to earn a living.

Acknowledgments by Optionee. The Optionee acknowledges to the Company, as a material inducement to the Company to enter into this Agreement, the following: (a) No guaranty or other assurances of any kind have at any time been made to the Optionee by the Company or any officer, director, or other representative of the Company regarding the present or possible future value of any stock of the Company or of the business prospects of the Company or of possible terms and conditions of any subsequent option rights or of the number of shares of common stock or of other classes of stock which may be outstanding from time-to-time. There are no preemptive rights of the Optionee. Neither this Agreement nor the Options gives the Optionee any rights whatsoever with respect to any operations of the Company or any acquisitions, divestitures, corporate reorganizations, asset transfers, liability assumptions or other activities of the Company. (b) The Optionee, by reason of such Optionee’s business and financial experience, has the capacity to protect the Optionee’s own interests in connection with this Agreement. The Optionee has been encouraged to consult with his own attorney, accountant, tax and financial advisor in connection with this Agreement prior to its execution. No guaranty or other assurances of any particular income or other tax incidence, consequences, or amount or category is or has ever been made by the Company. The Optionee acknowledges that the Company reserves the right at any time to elect be taxed as a Subchapter S corporation under and subject to the requirements of the Code. All taxable consequences to the Optionee of the grant and exercise of any Option and the ownership and sale of any stock so acquired shall be determined by Optionee and not the Company. (c) The Optionee has substantial other net assets and has adequate means of providing for his current needs and possible personal contingencies and has no need for liquidity of any investment in stock of the Company. The Optionee can bear the economic risk of exercising any Option and owning stock of the Company. (d) The Optionee can bear the economic risk of losing his entire investment in the Company and has, alone or together with a competent professional advisor, such knowledge and experience in financial matters that such Optionee is capable of evaluating the relative risks and merits of an investment in the stock of the Company and had an adequate opportunity to ask questions of and receive answers from the Company and...

Acknowledgments by Optionee. Optionee acknowledges that: (a) during the term of this Agreement and as a part of Optionee’s employment with the Company or its subsidiaries, Optionee has been and will be afforded access to Confidential Information (as defined below); (b) public disclosure of such Confidential Information could have an adverse effect on the Company and its business; (c) because Optionee possesses substantial technical expertise and skill with respect to the Company’s business, Company desires to obtain exclusive ownership of each invention by Optionee while Optionee is employed by the Company, and the Company will be at a substantial competitive disadvantage if it fails to acquire exclusive ownership of each such invention by Optionee; and (d) the provisions of this Section 8.1 are reasonable and necessary to prevent the improper use or disclosure of Confidential Information and to provide Company with exclusive ownership of all inventions and works made or created by Optionee.

Acknowledgments by Optionee. The Optionee acknowledges that: --------------------------- (a) The issuance of Shares pursuant to the exercise of the Option, and any resale of the Shares, may only be effected in compliance with applicable state and federal laws and regulations; (b) The Optionee is not entitled to any rights as a stockholder with respect to any Shares issuable hereunder until the Optionee becomes a stockholder of record; (c) Upon termination of the Optionee's board service, including death or permanent and total disability, this Option terminates, subject to exercise under certain circumstances within a limited period of time, as provided in Section 3 above; and (d) The Shares subject hereto may be adjusted in the event of certain changes in the capital structure of the Company, as provided in Section 7 below.

Acknowledgments by Optionee. Optionee acknowledges that Optionee has carefully read this Agreement and the exhibits thereto, and has had the opportunity to discuss the terms of this Agreement with Optionee’s professional advisors to the extent Optionee has deemed necessary and is not relying on the advisors or counsel to Iridex. Optionee also acknowledges that Optionee is voluntarily executing this Agreement.