ADVANCED UROSCIENCE, INC.
STOCK OPTION AGREEMENT
PARTIES:
---------------
---------------
--------------- ("Optionee")
Advanced UroScience, Inc.
0000 Xxxxxxx Xxxx
Xx. Xxxx, XX 00000 ("Corporation")
EFFECTIVE DATE:
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AGREEMENT
SECTION 1. OPTION GRANT.
Subject to the additional terms and conditions herein and in order to
provide ongoing performance incentives to certain key employees, directors and
executives, the Corporation grants to Optionee the option to purchase up to
______ shares of common stock of the Corporation at an exercise price of $____
per share. This option may be exercised in whole or in part at any time and
from time to time through ____________, subject to earlier expiration in the
event Optionee: (a) dies; (b) voluntarily terminates his employment or
directorship; or (c) is discharged by the Corporation following Optionee's
conviction of any felony, or any gross misdemeanor which relates to the
Corporation's business, and/or following Optionee's refusal to perform his
employment duties, which refusal shall remain uncured for at least 30 days
following written notice by the Corporation. Upon Optionee's death, this option
will expire within 180 days of Optionee's death, but in no event later than
___________. Upon Optionee's voluntary termination of employment, or his
discharge by the Corporation for any of the reasons identified above, this
option will expire 30 days from the effective date of such termination or
discharge.
All rights under this option are personal to Optionee, and may not be sold,
assigned, pledged, hypothecated or otherwise transferred in any manner, and
shall not be subject to any voluntary or involuntary sale under execution,
attachment or any similar process. This option and all rights and privileges
conferred hereby will immediately become null and void upon any such transfer by
Optionee or under applicable law.
SECTION 2. MANNER OF EXERCISE.
This option may be exercised prior to expiration by delivery of a written
exercise notice signed by Optionee (or upon Optionee's death, by his legal
representative), together with full payment for all shares to be exercised. At
its option, the Corporation may require Optionee to deliver an acceptable
opinion of counsel that the shares to be issued upon exercise of the option need
not be registered under the Securities Act of 1933 or any other applicable
securities laws. Optionee shall also make arrangements satisfactory to the
corporation to satisfy all applicable withholding requirements that may arise in
connection with exercise of this option and/or the disposition of any shares
issuable upon such exercise.
SECTION 3. TRANSFER RESTRICTIONS.
The Corporation reserves the right, in its sole discretion and judgment, to
impose restrictions upon the sale, pledge or other transfer of shares issuable
upon exercise of this option if, in its judgment, such restrictions are
necessary or desirable in order to achieve compliance with the provisions of the
Securities Act of 1933, the securities laws of any state, or any other law.
Each share certificate issued upon exercise of this option shall bear an
appropriate restrictive legend, unless the Corporation, in its sole judgment,
feels that such legend is not required.
SECTION 4. INVESTMENT INTENT.
Except as may be permitted in the event Optionee's shares are registered,
Optionee represents and agrees that the shares to be acquired upon exercise of
this option will be acquired for investment only, and not with a view to the
resale or other distribution thereof. In the event (a) that registration of the
sale of shares to be issued upon exercise of this option is not required under
the Securities Act of 1933, or (b) an exemption is available which requires an
investment or other representation, the Optionee shall represent and agree at
the time of exercise that the shares being acquired on exercise of this option
for investment only, and not with a view to the resale or distribution thereof,
and shall make such other representations as are deemed necessary or appropriate
by the Corporation and its counsel.
SECTION 5. LEGAL RIGHTS.
Any determination by the Corporation and its counsel in connection with any
of the matters set forth in this Stock Option Agreement shall be conclusive and
binding upon the Optionee and all other parties. Neither the Optionee nor any
legal representative thereof shall have any rights as a shareholder with respect
to any shares subject to this option unless and until such shares have been
issued as provided herein.
IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed on its behalf by the undersigned duly authorized officer, and the
Optionee has personally executed this Agreement, all dated and to be effective
as of the date hereof.
CORPORATION: OPTIONEE:
ADVANCED UROSCIENCE, INC.
BY:
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Xxxxxxx X. Xxxxx
Chairman of the Board
