EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT
STOCK
OPTION AGREEMENT
Osteologix,
Inc. (the “Company”),
pursuant to its Equity Incentive Plan (the “Plan”),
hereby grants to the Optionee listed below (“Optionee”),
an
option to purchase the number of shares of the Company’s Common Stock set forth
below, subject to the terms and conditions of the Plan and this Stock Option
Agreement. Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Stock Option Agreement.
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I.
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NOTICE
OF STOCK OPTION GRANT
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Optionee:
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Xxxxxxx
Xxxx
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Type
of Option
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92,308
Non-Qualified and 307,692 Incentive Stock Options
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Date
of Stock Option Agreement:
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September
1, 2006
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Date
of Grant:
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September
1, 2006
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Vesting
Date or Schedule:
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100,000
vest on September 1, 2007; the remaining 300,000 vest in 36 equal
monthly
installments commencing October 1, 2007
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Exercise
Price per Share:
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$1.50
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Total
Number of Shares Granted:
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400,000
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Total
Exercise Price:
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$600,000
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Term/Expiration
Date:
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August
31, 2016
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II.
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OPTION
AGREEMENT
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1. Grant
of Option.
The
Company hereby grants to the Optionee an Option to purchase the Common Stock
(the “Shares”)
set
forth in Section I above, at the exercise price per share set forth in
Section I above (the “Exercise
Price”).
Notwithstanding anything to the contrary anywhere else in this Option Agreement,
this grant of an Option is subject to the terms, definitions and provisions
of
the Plan
adopted
by the Company, which are incorporated herein by reference
2. Vesting.
Subject
to the limitations contained herein, an Option will vest as provided in your
Grant Notice, provided that vesting will cease upon the Optionee ceasing to
be a
Service Provider.
3. Number
of Shares and Exercise Price.
The
number of shares of Common Stock subject to your Option and your exercise price
per share referenced in your Grant Notice may be adjusted from time to time
for
various adjustments in the Company’s equity capital structure, as provided in
the Plan.
4. Method
of Payment.
Payment
of the Exercise Price shall be by any of the methods of payment provided for
under the Plan.
5. Whole
Shares.
The
Optionee may exercise the Option only for whole shares of Common
Stock.
6. Securities
Law Compliance.
Notwithstanding anything to the contrary contained herein, the Optionee may
not
exercise the Option unless the shares of Common Stock issuable upon such
exercise are then registered under the Securities Act or, if such shares of
Common Stock are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of
the
Securities Act. The exercise of the Option must also comply with other
applicable laws and regulations governing such Option, and the Optionee may
not
exercise the Option if the Company determines that such exercise would not
be in
material compliance with such laws and regulations.
7. Term.
The
Optionee may not exercise the Option before the commencement of its term on
the
Date of Grant or after its term expires. Subject to the provisions of the Plan
and this Stock Option Agreement, the Optionee may exercise all or any part
of
the vested portion of the Option at any time prior to the earliest to occur
of:
(a) the
date
on which the Optionee ceases to be a Service Provider as a result of termination
for “Cause” (as defined in the Plan);
(b) three
(3)
months after the Optionee ceases to be a Service Provider for any reason other
than death, disability, or termination for Cause;
(c) twelve
(12) months after the Optionee ceases to be a Service Provider due to
disability;
(d) twelve
(12) months after the Optionee ceases to be a Service Provider due to death;
or
(e) the
Expiration Date specified in the Grant Notice.
Notwithstanding
the foregoing, if the exercise of your Option within the applicable time periods
set forth in this Section is prevented for any reason, your Option shall not
expire before the date that is thirty (30) days after the date that you are
notified by the Company that the Option is again exercisable, but in any event
no later than the Expiration Date indicated in your Grant Notice; provided,
however, that if the Grant Notice designates your Option as an Incentive Stock
Option, and if any such extension causes the term of your Option to exceed
the
maximum term allowable for Incentive Stock Options, your Option shall cease
to
be treated as an Incentive Stock Option and instead shall be treated thereafter
as a Nonstatutory Stock Option.
8. Exercise
Procedures.
Subject
to the other relevant terms and conditions of the Plan and this Stock Option
Agreement, you may exercise the vested portion of your Option during its term
by
delivering a Notice of Exercise (in a form designated by the Company) together
with the Exercise Price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with
such
additional documents as the Company may then reasonably require. By exercising
your Option you agree that, as a condition to any exercise of your Option,
the
Company may require you to enter into an arrangement providing for the payment
by you to the Company of any tax withholding obligation of the Company arising
by reason of (1) the exercise of your Option, or (2) other applicable
events.
9. Limitations
on Transfer of Options.
Your
Option is not transferable, except by will or by the laws of descent and
distribution, and is exercisable during your life only by you. Notwithstanding
the foregoing, by delivering written notice to the Company, in a form
satisfactory to the Company, you may designate a third party who, in the event
of your death, shall thereafter be entitled to exercise your
Option.
10. Option
Not an Employment Contract.
Your
Option is not an employment or service contract, and nothing in your Option
shall be deemed to create in any way whatsoever any obligation on your part
to
continue in the service of the Company or any Parent or Subsidiary in any
capacity.
11. Notices.
Any
notices provided for in your Option or the Plan shall be given in writing and
shall be deemed given and effective upon the occurrence of (a) the signing
by
the recipient of an acknowledgement of receipt form accompanying delivery
through the U.S. mail sent by certified mail, return receipt requested, (b)
delivery to the recipient’s address by overnight delivery (e.g., FedEx, UPS, or
DHL) or other commercial delivery service, or (c) delivery in person or by
personal courier.
12. Option
Subject Plan Document.
Your
Option is subject to all of the provisions of the Plan, the provisions of which
are hereby made a part of your Option, and is further subject to all
interpretations, amendments, rules and regulations that may from time to time
be
promulgated and adopted pursuant to the Plan, to the extent not inconsistent
with the terms of this Stock Option Agreement according to the standard set
forth in the second paragraph of this Stock Option Agreement.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original and all of which shall constitute one document.
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By:
_______________________________
Name: _____________________________
Title:
______________________________
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Optionee
acknowledges and agrees that the vesting of shares pursuant to this Option
Agreement is earned only by continuing service with the Company [and/or other
specified performance measures] (not through the act of being hired, being
granted or acquiring shares hereunder). Optionee further acknowledges and agrees
that nothing in the Agreement, not in the Plan shall confer upon the Optionee
any right to continue in the service of the Company, nor shall it interfere
in
any way with Optionee’s right or the Company’s right to terminate Optionee’s
service at any time, with or without Cause.
Optionee
acknowledges receipt of a copy of the Plan and represents that he is familiar
with the terms and provisions thereof. Optionee hereby accepts this Option
subject to all of the terms and provisions hereof. Optionee has reviewed the
Plan and this Option in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Option and fully understands all
provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator
upon
any questions arising under the Plan or this Option. Optionee further agrees
to
notify the Company upon any change in the residence address indicated
below.
| Dated: __________________ |
____________________________________
Xxxxxxx Xxxx
Residence
Address:
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SAMPLE
NOTICE
OF EXERCISE
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000
Xxxxxx Xxxxxx
Xxxxx
0000
Xxx
Xxxxxxxxx, XX 00000
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Date
of Exercise:
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Ladies
and Gentlemen:
This
constitutes notice under my stock Option that I elect to purchase the number
of
Shares for the price set forth below.
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Type
of Option (check one):
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Incentive
/ Nonstatutory
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Stock
Option dated:
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Number
of Shares as
to
which Option is
exercised:
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Certificates
to be
issued
in name of:
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Total
exercise price:
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$
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Cash
payment delivered
herewith:
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$
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By
this
exercise, I agree (i) to execute or provide such additional documents as
Osteologix, Inc. (the “Company”) may reasonably require pursuant to the terms of
this Notice of Exercise and the Company’s Equity Incentive Plan (the “Plan”),
and (ii) to provide for the payment by me to the Company (in the manner
designated by the Company) of the Company’s withholding obligation, if any,
relating to the exercise of this Option.
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Very
truly yours,
______________________________________
Option
Holder
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