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EXHIBIT 10.4
INTERLEUKIN GENETICS, INC.
2000 EMPLOYEE STOCK COMPENSATION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT (the "Agreement") is made between
INTERLEUKIN GENETICS, INC., a Texas corporation (the "Company"), and
____________________________ (the "Optionee"). The Board of Directors of the
Company has adopted the Interleukin Genetics, Inc. 2000 Employee Stock
Compensation Plan (the "Plan"), the terms of which are incorporated by reference
herein. The Company considers that its interests will be served by granting the
Optionee an option to purchase shares of common stock of the Company as an
inducement for his or her continued and effective performance of services for
the Company. Any term used in this Agreement that is not specifically defined
herein shall have the meaning specified in the Plan.
IT IS AGREED:
1. GRANT OF OPTION. Subject to the terms of the Plan and this
Agreement, on , 2000 (the "Date of Grant"), the Company hereby grants to the
Optionee a nonqualified stock option (the "Option") to purchase ________________
shares of the common stock of the Company, no par value per share (the "Stock"),
at a price of $ ________________ per share, subject to adjustment as provided in
the Plan.
2. VESTING SCHEDULE. The Option is exercisable according to the
following schedule:
(a) on the first anniversary of the Date of Grant, the Option
may be exercised with respect to up to 1/4 of the shares subject to the
Option;
(b) on each succeeding anniversary of the Date of Grant, the
Option may be exercised with respect to up to an additional 1/4 of the
shares subject to the Option, so that on the fourth anniversary of the
Date of Grant the Option shall be exercisable in full; and
(c) to the extent not exercised, installments shall be
cumulative and may be exercised in whole or in part.
3. TERM OF OPTION. Subject to paragraphs 4, 5 and 6 hereof, the Option
shall terminate and become null and void on the earlier of (a) one day less than
three months after the severance of the employment or affiliation relationship
between the Optionee and the Company and all Affiliates for any reason other
than Retirement, death or Disability or (b) the last day of the ten-year period
commencing on the Date of Grant. The Option shall not continue to vest after
such severance of employment.
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4. RETIREMENT OF THE OPTIONEE. The Option shall terminate and become
null and void on the earlier of (a) one day less than one year after the
Retirement of the Optionee after attaining the age of 65 or (b) the last day of
the ten-year period commencing on the Date of Grant. The Option shall not
continue to vest after such severance of employment.
5. DEATH OF OPTIONEE DURING EMPLOYMENT OR AFFILIATION. Upon the death
of the Optionee while in the employ of or affiliation with the Company or an
Affiliate, the Optionee's executors, administrators or any person or persons to
whom the Option may be transferred by will or by the laws of descent and
distribution shall have the right, at any time prior to the earlier of (a) the
date that is one day less than one year following the date of the Optionee's
death or (b) the last day of the ten-year period commencing on the Date of
Grant, to exercise the Option in whole.
6. DISABILITY OF OPTIONEE. If the Optionee is severed from the employ
of or affiliation with the Company and all Affiliates due to Disability, the
Optionee's Option shall terminate and become null and void on the earlier of (a)
the date that is one day less than one year following the date of the Optionee's
severance of employment or affiliation with the Company or (b) the last day of
the ten-year period commencing on the Date of Grant. The Option shall not
continue to vest after such severance of employment.
7. EXERCISE OF OPTION. The Option may be exercised by the delivery of
written notice to the Committee setting forth the number of shares of Stock with
respect to which the Option is to be exercised, together with: (a) cash,
certified check, bank draft, or postal or express money order payable to the
order of the Company for an amount equal to the exercise price under the Option,
(b) Mature Shares with a Fair Market Value on the date of exercise equal to the
aggregate exercise price under the Option, or (c) an election to make a cashless
exercise through a registered broker-dealer.
8. ASSIGNMENT PROHIBITION. The Option granted to the Optionee under
this Agreement shall not be transferable or assignable by the Optionee other
than by will or the laws of descent and distribution, and shall be exercisable
during the Optionee's lifetime only by the Optionee.
9. AMENDMENTS. This Agreement may not be changed or terminated orally,
but only by an agreement in writing signed by the party against whom enforcement
of any such change or termination is sought.
10. NO REQUIREMENT OF CONTINUED EMPLOYMENT OR AFFILIATION. The Company
shall not be deemed by the grant of the Option (as distinguished from a separate
employment agreement, if any) to be required to employ or utilize the services
of the Optionee for any period.
11. LEGEND. The Optionee consents to the placing on the certificate for
any shares covered by the Option of an appropriate legend restricting resale or
other transfer of such shares except in accordance with the Securities Act of
1933 and all applicable rules thereunder.
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12. NO RIGHTS AS STOCKHOLDER. The Optionee shall not have any rights as
a stockholder with respect to any shares covered by the Option until the date of
the issuance of the stock certificate or certificates to the Optionee for such
shares following the Optionee's exercise of the Option pursuant to its terms and
conditions and payment for the shares. No adjustment shall be made for dividends
or other rights for which the record date is prior to the date such certificate
or certificates are issued.
13. RESOLUTION OF DISPUTES. In the event of any difference of opinion
concerning the meaning or effect of the Plan or this Agreement, such difference
shall be resolved by the Committee referred to in the Plan.
14. NOTICES. All offers, notices, demands, requests, acceptances or
other communications hereunder shall be in writing and shall be deemed to have
been duly made or given if mailed by registered or certified mail, return
receipt requested. Any such notice mailed to the Company shall be addressed to
its principal office, and any notice mailed to the Optionee shall be addressed
to the Optionee's residence address as it appears on the books and records of
the Company or to such other address as either party may hereafter designate in
writing to the other.
15. INUREMENT. This Agreement shall, except as herein stated to the
contrary, inure to the benefit of and bind the legal representatives, successors
and assigns of the parties hereto.
16. TYPE OF OPTION. The Option is a nonqualified stock option which is
not intended to be governed by section 422 of the Internal Revenue Code of 1986,
as amended.
17. TAX WITHHOLDING. The Optionee is authorized to use shares of Stock
received by the Optionee upon the exercise of the Option to satisfy any tax
withholding obligations of the Company that result from the exercise.
18. AGREEMENT TO PLAN TERMS. In accepting the Option, the Optionee
accepts and agrees to be bound by all the terms and conditions of the Plan which
pertain to incentive stock options granted under the Plan.
19. GOVERNING LAW AND SEVERABILITY. The validity, construction and
performance of this agreement shall be governed by the laws of the State of
Texas. Any invalidity of any provision of this Agreement shall not affect the
validity of any other provision.
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
to be effective as of the day and year first above written.
INTERLEUKIN GENETICS, INC.
By:
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Title:
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OPTIONEE
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