EXHIBIT 10.8
SCOLR, INC.
INCENTIVE STOCK OPTION AGREEMENT
TO: _____________________________________
We are pleased to inform you that you have been selected by the Plan
Administrator of SCOLR, Inc.'s (the "Company") 1995 Amended Stock Option Plan
(the "Plan") to receive an incentive stock option for the purchase of _________
shares of the Company's Common Stock at an exercise price of $___________ per
share. A copy of the Plan is attached hereto and incorporated herein by
reference.
The option is intended to qualify as an incentive stock option as
defined in Section 422 of the Internal Revenue Code of 1986, as amended. Except
as expressly provided herein, this option is subject to the terms, definitions
and provisions of the Plan and this Agreement. The most important of the terms
set forth in the Plan are summarized as follows:
TERM
The term of the option is ten (10) years from date of grant, unless
sooner terminated.
EXERCISE
During your lifetime only you can exercise the option. The Plan also
provides for exercise of the option by the personal representative of your
estate or the beneficiary thereof following your death. You may use the Notice
of Exercise of Incentive Stock Option in the form attached to this Agreement
when you exercise the option.
PAYMENT FOR SHARES
The option may be exercised by the delivery of:
(a) Cash, personal check (unless, at the time of exercise, the
Plan Administrator determines otherwise), bank certified or cashier's check; or
(b) Unless the Plan Administrator in its sole discretion
determines otherwise, shares of the capital stock of the Company held by you
having a fair market value at the time of exercise, as determined in good faith
by the Plan Administrator, equal to the exercise price. You should consult your
tax advisor before exercising this option with stock you received upon the
exercise of an incentive stock option.
TERMINATION
The option will terminate immediately upon termination of your
employment for cause (as defined in the Plan), or three months after cessation
of your employment with the Company or a related corporation, unless such
cessation is due to total disability (as defined in the Plan) or death, in which
case the option shall terminate 12 months after cessation of your employment.
TRANSFER OF OPTION
The option is not transferable except by will or by the applicable laws
of descent and distribution.
VESTING
The option shall vest and become exercisable according to the following
schedule:
Date on and After Which Option Portion of Total Option
is Exercisable Which is Excercisable
___________ ____________
___________ ____________
___________ ____________
TAXATION
The date of grant of the option is _____________, 2000. Generally, with
respect to incentive stock options, no income is recognized by you upon the
grant or exercise of an incentive stock option (unless the Alternative Minimum
Tax applies). If you hold the shares acquired upon exercise of the option for
more than two years after the date of grant of the option and for more than one
year after the date of exercise, then upon sale of the shares, the difference
between the amount realized on the sale and the option exercise price will be
long-term capital gain or loss. If the shares are not held for the minimum
periods described in the preceding sentence, you generally will recognize
ordinary income. If required under applicable tax laws, the Company may require
you to pay withholding tax with respect to the ordinary income amount that is
treated as compensation. You may also be subject to the Alternative Minimum Tax
and/or have an obligation to pay estimated tax payments to federal and/or state
governments. In all cases, you should obtain tax advice when exercising your
option and before disposing of the shares.
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At the time you exercise your option, you may be subject to the
Alternative minimum tax. You should obtain tax advice when exercising your
option and before disposing of the shares.
Please execute the Acceptance and Acknowledgement set forth below on
the enclosed copy of this Agreement and return it to the undersigned.
Very truly yours,
SCOLR, INC.
By: ________________________________
Its:________________________________
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ACCEPTANCE AND ACKNOWLEDGEMENT
I, being a resident of the State of ______________________________,
accept the incentive stock option described above and in SCOLR, Inc.'s Amended
1995 Stock Option Plan, and acknowledge receipt of a copy of this Agreement,
including a copy of the Plan. I have read and understand the Plan.
Dated: _______________, 2000.
____________________________________
Signature
____________________________________
Print/Type Name
Taxpayer I.D. No.___________________
By his or her signature below, the spouse of the Optionee, if such
Optionee is legally married as of the date of his or her execution of this
Agreement, acknowledges that he or she has read this Agreement and the Plan and
is familiar with the terms and provisions thereof, and agrees to be bound by all
the terms and conditions of this Agreement and the Plan.
Dated: _______________, 2000.
____________________________________
Spouse's Signature
____________________________________
Print/Type Name
Taxpayer I.D. No.___________________
By his or her signature below, the Optionee represents that he or she
is not legally married as of the date of execution of this Agreement.
Dated: _______________, 2000.
____________________________________
Optionee's Signature
____________________________________
Print/Type Name
Taxpayer I.D. No.___________________
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NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION
TO: SCOLR, INC.
I, being a resident of the State of _________________________, hereby
exercise my incentive stock option granted by SCOLR, Inc. (the "Company') in
the Incentive Stock Option Agreement, dated ______________, _____, subject to
all the terms and provisions thereof and of the 1995 Amended Stock Option Plan
referred to therein, and notify the Company of my desire to purchase _______
shares of common Stock of the company at the exercise price of $________ per
share which were offered to me pursuant to said option.
All capitalized terms shall have the meaning set forth in the Plan or
the Incentive Stock Option Agreement.
Dated: _______________, 2000.
____________________________________
Signature
____________________________________
Print/Type Name
____________________________________
Street Address
____________________________________
City/State Zip Code
Taxpayer I.D. No.___________________
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RECEIPT
SCOLR, INC., hereby acknowledges receipt from _________________________
______________________________________ in payment for _______ shares common
stock of SCOLR, Inc., a Delaware corporation, of $_______ in the form of :
[ ] Cash
[ ] Check (personal cashier's check or bank certified)
[ ] ______ shares of the Company's common stock, fair market value
$_____ per share.
Dated: _______________, 2000.
SCOLR, INC.
By:_________________________________
Its:________________________________
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