EXHIBIT 4.2
Optionee: ________________
Address: ________________
________________
________________
BIOPOOL INTERNATIONAL, INC.
1993 STOCK OPTION PLAN
INCENTIVE STOCK OPTION CERTIFICATE
__________________________________
OPTION AGREEMENT dated as of ____________, between BIOPOOL
INTERNATIONAL, INC., a Delaware corporation (the "Company"), and
__________________ (the "Optionee").
The Company has adopted the 1993 Stock Option Plan (the
"Plan") and desires to grant to the Optionee the Incentive Stock
Option provided for herein, all subject to the terms and
conditions of the Plan, Capitalized terms used herein and not
defined have the same meanings as set forth in the Plan.
IT IS AGREED as follows:
1. GRANT OF OPTION. The Company hereby grants to the
Optionee as of the date hereof the right and option to purchase
(subject to adjustment pursuant to the Plan) an aggregate of
______ of its Shares of Common Stock at an option price per Share
of $__________ being at least 100% of the fair market value of
the Common Stock as of the date hereof.
2. OPTION PERIOD. The option granted hereby shall expire
on the tenth anniversary of the date hereof, subject to earlier
termination as provided in the Plan.
3. EXERCISE OF OPTION.
A. The options granted hereby shall become exercisable
as follows:
i) 25 % of the Options granted are exercisable one
year following the date hereof.
ii) Of the remaining Options, 1/36 of the total are
exercisable per month for the 36 months following the first
anniversary hereof.
B. The Optionee may exercise the option (to the extent it
is then exercisable) 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 by certified cheque) of an amount equal to the full
purchase price for the Shares to be purchased. Within twenty
days after receipt by the Company of such notice and payment,
the Company shall issue the Shares in the name of the Optionee
and deliver the certificate therefor to the Optionee. No Shares
shall be issued until full payment therefor has been made, and the
Optionee shall have none of the rights of a shareholder in respect
of such Shares until they are issued.
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 employment at any time, with or without cause.
If the Optionee's employment with the Company is terminated for
any reason, this option shall be exercisable only as to those
shares immediately purchasable by him at the date of termination
and, subject to Section 2 hereof, only for the period of 30 days
after the termination, 90 days in the case of retirement, or one
year in the case of death or disability.
5. 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.
6. TAX STATUS. It is intended that this option qualify as
an incentive stock option within the meaning of Section 422 of
the Code.
7. INCORPORATION OF PLAN. The option granted hereby is
subject to, and governed by, all the terms and conditions of the
Plan, which are hereby incorporated by reference. This
Agreement, including the Plan incorporated by reference herein,
is the entire agreement among the parties hereto with respect to
the subject matter hereof and supersedes all prior agreements and
understandings. In the case of any conflict between the terms of
this agreement and the Plan, the provisions of the Plan shall
control.
8. PURCHASE FOR INVESTMENT. As a condition to the
exercise in whole or in part of the option hereby granted, each
written notice of election shall include a representation by the
Optionee that the shares are being purchased for investment and
not for distribution or resale.
9. 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 address set forth above; 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.
10. GOVERNING LAW. The parties hereto acknowledge and
agree that the option granted hereby is granted in the State of
California and any Shares issued upon exercise of the option will
be issued in the State of California. 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 California 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.
BIOPOOL INTERNATIONAL, INC.
By: ________________________________________
Xxxxxxx X. Xxxx, Chief Executive Officer
________________________________________
Optionee
