EXHIBIT 99.3
ALPHA 1 BIOMEDICALS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
NQSO NO. 4
This option is granted on August 16, 1999 (the "Grant Date") by ALPHA 1
BIOMEDICALS, INC. (the "Corporation") to __________________ (the "Consultant"),
in accordance with the following terms and conditions:
1. OPTION GRANT AND EXERCISE PERIOD. The Corporation hereby grants to the
Consultant an Option (the "Option") to purchase pursuant to the Consulting
Agreement dated August 16, 1999 between the Consultant and the Corporation and
upon the terms and conditions hereinafter set forth, an aggregate of 1,875,000
shares (the "Option Shares") of the Common Stock, par value $.01 per share
("Common Stock"), of the Corporation at the price (the "Exercise Price") of $.04
per share.
This Option shall be exercisable only during the period (the "Exercise
Period") commencing on August 16, 1999 and ending at 5:00 P.M., August 15, 2009
time, such later time and date being hereinafter referred to as the "Expiration
Date". During the Exercise Period, this Option shall be exercisable in whole at
any time or in part from time to time subject to the provisions of this
Agreement.
2. METHOD OF EXERCISE OF THIS OPTION. This Option may be exercised at any
time during the Exercise Period by giving written notice to the Corporation
specifying the number of Option Shares to be purchased. The notice must be
directed to the address set forth in Section 9 below. The date of exercise is
the date on which such notice is received by the Corporation. Such notice must
be accompanied by payment in full of the aggregate Exercise Price for the Option
Shares to be purchased upon such exercise. Payment shall be made in cash.
Promptly after such payment, subject to Section 3 below, the Corporation shall
issue and deliver to the Consultant or other person exercising this Option a
certificate or certificates representing the shares of Common Stock so
purchased, registered in the name of the Consultant (or such other person), or,
upon request, in the name of the Consultant (or such other person) and in the
name of another jointly with right of survivorship.
3. DELIVERY AND REGISTRATION OF SHARES OF COMMON STOCK. The Corporation's
obligation to deliver shares of Common Stock hereunder shall, if the Corporation
so requests, be conditioned upon the receipt of a representation as to the
investment intention of the Consultant or any other person to whom such shares
are to be delivered, in such form as the Corporation shall determine to be
necessary or advisable to comply with the provisions of the Securities Act of
1933, as amended (the "Securities Act"), or any other federal, state or local
securities law or regulation. In requesting any such representation, it may be
provided that such representation shall become inoperative upon a registration
of such shares or other action eliminating the necessity of such representation
under such Securities Act or other securities legislation.
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4. TRANSFERABILITY OF THIS OPTION. This Option may be assigned, encumbered,
or transferred. The provisions of this Option shall be binding upon, inure to
the benefit of and be enforceable by the parties hereto, the successors and
assigns of the Corporation and any person to whom this Option is transferred.
5. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION OF THE CORPORATION. In the
event of any change in the outstanding shares of Common Stock by reason of any
reorganization, recapitalization, stock split, stock dividend, cash distribution
in excess of normal dividend levels, combination or exchange of shares, merger,
consolidation, or any change in the corporate structure of the Corporation or in
the shares of Common Stock, the number and class of shares covered by this
Option and the Exercise Price shall be appropriately adjusted.
6. EFFECT OF MERGER. In the event of any merger, consolidation or
combination of the Corporation (other than a merger, consolidation, or
combination in which the Corporation is the continuing entity and which does not
result in the outstanding shares of Common Stock being converted into or
exchanged for different securities, cash or other property, or any combination
thereof) pursuant to a plan or agreement the terms of which are binding upon all
stockholders of the Corporation (except to the extent that dissenting
stockholders may be entitled, under statutory provisions or provisions contained
in the certificate of incorporation, to receive the appraised or fair value of
their holdings), the Consultant shall have the right, thereafter and during the
Exercise Period, to receive upon exercise of this Option an amount equal to the
excess of the fair market value on the date of such exercise of the securities,
cash or other property, or combination thereof, receivable upon such merger,
consolidation or combination in respect of a share of Common Stock over the
Exercise Price, multiplied by the number of Option Shares with respect to which
this Option shall have been exercised. Such amount may be payable fully in cash,
fully in one or more of the kind or kinds of property payable in such merger,
consolidation or combination, or partly in cash and partly in one or more of
such kind or kinds of property, all in the same proportion as would have been
distributed had the Option been exercised prior to such transaction..
7. STOCKHOLDER RIGHTS NOT GRANTED BY THIS OPTION. The Consultant is not
entitled by virtue hereof to any rights of a stockholder of the Corporation or
to notice of meetings of stockholders or to notice of any other proceedings of
the Corporation.
8. WITHHOLDING TAX. Upon the exercise of this Option, the Corporation shall
have the right to require the Consultant or such other person as is entitled to
exercise this Option to pay to the Corporation the amount of any taxes which the
Corporation is required to withhold with respect to such Option Shares, or, in
lieu thereof, withhold a sufficient number of shares to cover the amount
required to be withheld. The Corporation's method of satisfying its withholding
obligations shall be solely in the discretion of the Corporation, subject to
applicable federal, state and local law.
9. NOTICES. All notices hereunder to the Corporation shall be delivered or
mailed to it addressed to the Secretary of the Corporation at Alpha 1
Biomedicals, Inc., X.X. Xxx 00000, Xxxx Xxxxxxxx, XX 00000-0000. Any notices
hereunder to the Consultant shall be delivered personally or mailed to the
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Consultant's address noted below. Such addresses for the service of notices may
be changed at any time provided written notice of the change is furnished in
advance to the Corporation or the Consultant, as the case may be.
10. CONSULTANT SERVICE. Nothing in this Option shall limit the rights of
the Corporation to terminate the Consultant's service or otherwise impose upon
the Corporation any obligation to employ or accept the services of the
Consultant.
11. CONSULTANT ACCEPTANCE. The Consultant shall signify his acceptance of
the terms and conditions of this Option by signing in the space provided below
and returning a signed copy hereof to the Corporation at the address set forth
in Section 9 above.
IN WITNESS WHEREOF, the parties hereto have caused this NON-QUALIFIED STOCK
OPTION AGREEMENT to be executed as of the date first above written.
ALPHA 1 BIOMEDICALS, INC.
By:
XXXXXX XXXXXXXXX
Secretary-Treasurer
ACCEPTED:
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NQSO-3
