GlenRose Instruments Inc. Stock Option Agreement under
EXHIBIT
10.13
Stock Option Agreement
under
2005 Stock Option and
Incentive Plan
GlenRose Instruments Inc. (the “Company”) hereby
grants the following stock option pursuant to its 2005 Stock Option and
Incentive Plan. The terms and conditions attached hereto are also a part
hereof.
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Name
of optionee (the “Optionee”):
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Date
of this option grant:
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Number
of shares of the Company’s Common Stock subject to this option (“Shares”):
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Option
exercise price per share:
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Number,
if any, of Shares that may be purchased on or after the grant
date:
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Shares
that are subject to vesting schedule:
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Vesting
Start Date:
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| Vesting Schedule: |
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shares
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______
shares
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______
shares
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______
shares
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shares
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All
vesting is dependent on the continuation of a Business Relationship with
the Company, as provided
herein.
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This
option satisfies in full all commitments that the Company has to the Optionee
with respect to the issuance of stock, stock options or other equity
securities.
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By:
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By:
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Xxxx
X. Xxxxxxxxxxx
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Chairman
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2005 Stock Option and
Incentive Plan
1. Grant Under Plan.
This option is granted pursuant to and is governed by the Company’s 2005 Stock
Option and Incentive Plan (the “Plan”) and, unless
the context otherwise requires, terms used herein shall have the same meaning as
in the Plan.
2. Vesting of
Option.
(a) Vesting if Business
Relationship Continues. The Optionee may exercise this option on or after
the date of this option grant for the number of shares of Common Stock, if any,
set forth on the cover page hereof. If the Optionee has continuously maintained
a Business Relationship (as defined below) with the Company through the dates
listed on the vesting schedule set forth on the cover page hereof, the Optionee
may exercise this option for the additional number of shares of Common Stock set
opposite the applicable vesting date. Notwithstanding the foregoing,
the Board may, in its discretion, accelerate the date that any installment of
this option becomes exercisable. The foregoing rights are cumulative and may be
exercised only before the date which is seven
years from the date of this option grant.
(b) Accelerated Vesting Due to
Acquisition. In the event an Acquisition that is not a Private
Transaction occurs while the Optionee maintains a Business Relationship with the
Company and this option has not fully vested, this option shall become
exercisable for 100% of the then number of Shares as to which it has not vested,
such vesting to occur immediately prior to the closing of the
Acquisition.
(c) Definitions. The
following definitions shall apply:
“Acquisition” means
(i) the sale of the Company by merger in which the shareholders of the Company
in their capacity as such no longer own a majority of the outstanding equity
securities of the Company (or its successor); or (ii) any sale of all or
substantially all of the assets or capital stock of the Company (other than in a
spin-off or similar transaction) or (iii) any other acquisition of the business
of the Company, as determined by the Board.
“Business
Relationship” means service to the Company or its successor in the
capacity of an employee, officer, director or consultant.
“Private Transaction”
means any Acquisition where the consideration received or retained by the
holders of the then outstanding capital stock of the Company does not consist of
(i) cash or cash equivalent consideration, (ii) securities which are registered
under the Securities Act and/or (iii) securities for which the Company or any
other issuer thereof has agreed, including pursuant to a demand, to file a
registration statement within ninety (90) days of completion of the transaction
for resale to the public pursuant to the Securities Act.
3. Termination of Business
Relationship.
(a) Termination. If the
Optionee’s Business Relationship with the Company ceases, voluntarily or
involuntarily, with or without cause, no further installments of this option
shall become exercisable, and this option shall expire (may no longer be
exercised) after the passage of 30
days from the date of termination, but in no event later than the
scheduled expiration date. Any determination under this agreement as to the
status of a Business Relationship or other matters referred to above shall be
made in good faith by the Board of Directors of the Company.
(b) Employment Status.
For purposes hereof, with respect to employees of the Company, employment shall
not be considered as having terminated during any leave of absence if
such leave of absence has been approved in writing by the Company and if such
written approval contractually obligates the Company to continue the employment
of the Optionee after the approved period of absence; in the event of such an
approved leave of absence, vesting of this option shall be suspended (and the
period of the leave of absence shall be added to all vesting dates) unless
otherwise provided in the Company’s written approval of the leave of absence.
For purposes hereof, a termination of employment followed by another Business
Relationship shall be deemed a termination of the Business Relationship with all
vesting to cease unless the Company enters into a written agreement related to
such other Business Relationship in which it is specifically stated that there
is no termination of the Business Relationship under this agreement. This option
shall not be affected by any change of employment within or among the Company
and its Subsidiaries so long as the Optionee continuously remains an employee of
the Company or any Subsidiary.
4. Death;
Disability.
(a) Death. Upon
the death of the Optionee while the Optionee is maintaining a Business
Relationship with the Company, this option may be exercised, to the extent
otherwise exercisable on the date of the Optionee’s death, by the Optionee’s
estate, personal representative or beneficiary to whom this option has been
transferred pursuant to Section 10, only at any time within 12 months after
the date of death, but not later than the scheduled expiration
date.
(b) Disability. If
the Optionee ceases to maintain a Business Relationship with the Company by
reason of his or her disability, this option may be exercised, to the extent
otherwise exercisable on the date of cessation of the Business Relationship,
only at any time within 12 months after such cessation of the Business
Relationship, but not later than the scheduled expiration date. For purposes
hereof, “disability” means
“permanent and total
disability” as defined in Section 22(e) (3) of the Code.
5. Partial
Exercise. This option may be exercised in part at any time and
from time to time within the above limits, except that this option may not be
exercised for a fraction of a share.
6. Payment of Exercise
Price.
(a)
Payment Options. The
exercise price shall be paid by one or any combination of the following forms of
payment that are applicable to this option, as indicated on the cover page
hereof:
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(i)
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by
check payable to the order of the Company;
or
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(ii)
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provided
that the Company’s common stock is then listed on a securities exchange,
including Nasdaq, or on the Over-the-Counter Bulletin Board, by delivery
of an irrevocable and unconditional undertaking, satisfactory in form and
substance to the Company, by a creditworthy broker to deliver promptly to
the Company sufficient funds to pay the exercise price, or delivery by the
Optionee to the Company of a copy of irrevocable and unconditional
instructions, satisfactory in form and substance to the Company, to a
creditworthy broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price;
or
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7. Securities Laws Restrictions
on Resale. Until registered under the Securities Act of 1933, as amended,
or any successor statute (the “Securities Act”), the
Shares will be illiquid and will be deemed to be “restricted securities” for
purposes of the Securities Act. Accordingly, such shares must be sold
in compliance with the registration requirements of the Securities Act or an
exemption therefrom and may need to be held indefinitely. Unless the
Shares have been registered under the Securities Act, each certificate
evidencing any of the Shares shall bear a restrictive legend specified by the
Company.
8. Method of Exercising
Option. Subject to the terms and conditions of this agreement,
this option may be exercised by written notice to the Company at its principal
executive office, or to such transfer agent as the Company shall
designate. Such notice shall state the election to exercise this
option and the number of Shares for which it is being exercised and shall be
signed by the person or persons so exercising this option. Such
notice shall be accompanied by payment of the full purchase price of such
shares, and the Company shall deliver a certificate or certificates representing
such shares as soon as practicable after the notice shall be
received. Such certificate or certificates shall be registered in the
name of the person or persons so exercising this option (or, if this option
shall be exercised by the Optionee and if the Optionee shall so request in the
notice exercising this option, shall be registered in the name of the Optionee
and another person jointly, with right of survivorship). In the event this
option shall be exercised, pursuant to Section 5 hereof, by any person or
persons other than the Optionee, such notice shall be accompanied by appropriate
proof of the right of such person or persons to exercise this
option.
9. Option Not
Transferable. This option is not transferable or assignable
except by will or by the laws of descent and distribution. During the Optionee’s
lifetime only the Optionee can exercise this option.
10. No Obligation to Exercise
Option. The grant and acceptance of this option imposes no
obligation on the Optionee to exercise it.
11. No Obligation to Continue
Business Relationship. Neither the Plan, this agreement, nor
the grant of this option imposes any obligation on the Company to continue the
Optionee in employment or other Business Relationship.
12. Adjustments. Except
as is expressly provided in the Plan with respect to certain changes in the
capitalization of the Company, no adjustment shall be made for dividends or
similar rights for which the record date is prior to such date of
exercise.
13. Withholding
Taxes. If the Company in its discretion determines that it is
obligated to withhold any tax in connection with the exercise of this option, or
in connection with the transfer of, or the lapse of restrictions on, any Common
Stock or other property acquired pursuant to this option, the Optionee hereby
agrees that the Company may withhold from the Optionee’s wages or other
remuneration the appropriate amount of tax. At the discretion of the Company,
the amount required to be withheld may be withheld in cash from such wages or
other remuneration or in kind from the Common Stock or other property otherwise
deliverable to the Optionee on exercise of this option. The Optionee
further agrees that, if the Company does not withhold an amount from the
Optionee’s wages or other remuneration sufficient to satisfy the withholding
obligation of the Company, the Optionee will make reimbursement on demand, in
cash, for the amount underwithheld.
14. Lock-up Agreement.
The Optionee agrees that in the event that the Company effects an initial
underwritten public offering of Common Stock registered under the Securities
Act, the Shares may not be sold, offered for sale or otherwise disposed of,
directly or indirectly, without the prior written consent of the managing
underwriter(s) of the offering, for such period of time after the execution of
an underwriting agreement in connection with such offering that all of the
Company’s then directors and executive officers agree to be similarly
bound.
15. Arbitration. Any
dispute, controversy, or claim arising out of, in connection with, or relating
to the performance of this agreement or its termination shall be settled by
arbitration in Boston, Massachusetts, pursuant to the rules then obtaining of
the American Arbitration Association. Any award shall be final, binding and
conclusive upon the parties and a judgment rendered thereon may be entered in
any court having jurisdiction thereof.
16. Provision of Documentation
to Optionee. By signing this agreement the Optionee
acknowledges receipt of a copy of this agreement and a copy of the
Plan.
17. Miscellaneous.
(a) Notices. All notices
hereunder shall be in writing and shall be deemed given when sent by mail, if to
the Optionee, to the address set forth below or at the address shown on the
records of the Company, and if to the Company, to the Company’s principal
executive offices, attention of the Corporate Secretary.
(b) Entire Agreement;
Modification. This agreement constitutes the entire agreement between the
parties relative to the subject matter hereof, and supersedes all proposals,
written or oral, and all other communications between the parties relating to
the subject matter of this agreement. This agreement may be modified, amended or
rescinded only by a written agreement executed by both parties.
(c) Fractional Shares. If
this option becomes exercisable for a fraction of a share because of the
adjustment provisions contained in the Plan, such fraction shall be rounded
down.
(d) Issuances of Securities;
Changes in Capital Structure. Except as expressly provided herein or in
the Plan, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares subject to this option. No adjustments need be made for dividends paid
in cash or in property other than securities of the Company. If there shall be
any change in the Common Stock of the Company through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split, combination or
exchange of shares, spin-off, split-up or other similar change in capitalization
or event, the restrictions contained in this agreement shall apply with equal
force to additional and/or substitute securities, if any, received by the
Optionee in exchange for, or by virtue of his or her ownership of, Shares,
except as otherwise determined by the Board.
(e) Severability. The
invalidity, illegality or unenforceability of any provision of this agreement
shall in no way affect the validity, legality or enforceability of any other
provision.
(f) Successors and
Assigns. This agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, subject to the
limitations set forth in Section 10 hereof.
(g) Governing Law. This
agreement shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without giving effect to the principles of the conflicts
of laws thereof.
