Exhibit 10.4
XENOMICS, INC.
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STOCK OPTION GRANT AGREEMENT
FOR NONSTATUTORY STOCK OPTIONS
Xenomics, Inc., a Florida corporation (the "COMPANY") does hereby grant
to L. XXXXX XXXXX (the "Optionee"), subject to stockholder approval of an
amendment to the Plan (as defined herein) increasing the number of shares
issuable pursuant to the Plan, an option (the "OPTION"), that is NOT intended to
qualify as an incentive stock option ("ISO") pursuant to Section 422(b) of the
Internal Revenue Code, to purchase shares of the Company's common stock
("STOCK") in the number and subject to terms and conditions of this Stock Option
Grant Agreement (the "GRANT AGREEMENT"), the Company's 2004 Stock Option Plan
(the "PLAN") and the Terms of Option Agreement for Nonstatutory Stock Options
(the "OPTION AGREEMENT"). The provisions of the Plan and the Option Agreement
are incorporated herein by reference, and copies of the Plan and Option
Agreement have been given to Optionee. The following are the general terms of
the Option for shares of Stock ("OPTION SHARES") granted to Optionee by this
Grant Agreement.
The grant date of the Option ("GRANT DATE") is MAY 24, 2005.
The number of Option Shares granted to Optionee is 255,000 shares of
Stock.
The exercise price ("EXERCISE PRICE") at which Optionee can purchase
Option Shares is $2.50 per share.
This Option is not immediately exercisable ("IMMEDIATELY EXERCISABLE").
The first day that Option Shares commence to vest is the Grant Date.
Option Shares shall vest in accordance with the following schedule
("VESTING SCHEDULE"):
85,000 Option Shares shall vest on the first anniversary of the Grant
Date;
85,000 Option Shares shall vest on the second anniversary of the Grant
Date; and
85,000 Option Shares shall vest on the third anniversary of the Grant
Date.
The Option shall expire, and be of no further force or effect, on the
earlier of the tenth anniversary of the Grant Date or, except in the
event of Involuntary Termination, four years after Optionee ceases to
serve as a Consultant to the Company under the Consulting Agreement.
Net Exercise is available to Optionee.
Special Provisions are not set forth on Schedule A hereto.
The Optionee represents that he/she is familiar with the terms and
provisions of the Option Agreement, including the Unvested Share Repurchase
Option, and hereby accepts this Option subject to all of the terms and
provisions thereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board upon any questions
arising under the Option. The Optionee acknowledges receipt of a copy of the
Plan.
OPTIONEE XENOMICS, INC.
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Address: Its:
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