ULURU Inc. Incentive Stock Option Agreement
EXHIBIT
4.2
Option
No: ____
ULURU
Inc.
2006
EQUITY INCENTIVE PLAN
Incentive
Stock Option Agreement (this
“Agreement”),
dated
as of ________________________, between ULURU Inc., a corporation organized
under the laws of the state of Nevada (the “Company”),
and
________________________, an individual residing at the address set forth
below
(the “Optionee”).
Capitalized terms used but not defined herein shall have the meaning assigned
under the Company's 2006 Equity Incentive Plan, as amended from time to time
(the “Plan”).
1. Grant
of Option.
Pursuant
and subject to the Plan, the Company grants
to
you, the Optionee, an option (the “Option”)
to
purchase from the Company all
or
any part of a total of ________________________ shares (the “Optioned Shares”)
of the
common stock, par value $0.001 per share, of the Company, at a price of
$__________ per share1 1/
Price must be fair market value of the common stock or 110% of fair market
value
for a 10% stockholder on the date of grant./.
The
Option is
granted as of the date hereof (the “Grant
Date”).
2. Character
of Option.
This
Option is to be treated as an “incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.
3. Duration
of Option.
Subject
to the following sentence, this Option shall
expire and cease to be exercisable in any respect at 5:00 p.m. on
________________________2 2/
The day immediately preceding the tenth anniversary of the Grant Date or
the
fifth anniversary for a 10% stockholder on the date of
grant./
(the
“Expiration
Date”).
If
your employment or other association with the Company or
any of
its Parents or Subsidiaries ends prior to the Expiration Date, this
Option shall
expire and cease to be exercisable in any respect at the earlier of (a) 5:00
p.m. on the Expiration Date and (b)(i) in the event that the termination
of your
employment or other association is on account of your death or disability,
the
first anniversary of the date your employment ends, or (ii) in the event
that
the termination of your employment or other association is due to any other
reason, the 90th
day
after your employment or other association ends.
4. Exercise
of Option. Until
this Option expires, you may exercise it as to the number of Optioned Shares
identified in the table below, in full or in part, at any time on or after
the
applicable exercise date or dates identified in the table. However, during
any
period that this Option remains outstanding after your employment or other
association with the Company or
any of
its Parents or Subsidiaries
ends,
you may exercise it only to the extent it was exercisable immediately prior
to
the end of your employment or other association. You must complete, sign
and
return the attached Stock Option Exercise Notice to the Company to exercise
any
Option granted to you under this Agreement.
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Number
of Shares
in
Each Installment
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Initial
Exercise Date
for
Shares in Installment
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5. Transfer
of Option.
You may
not transfer this Option except
by
will or the laws of descent and distribution, and, during your lifetime,
only
you may exercise this Option.
6. Incorporation
of Plan Terms.
This
Option is
granted subject to all of the applicable terms, provisions and limitations
of
the Plan, which are incorporated herein by reference.
7. No
Violation of Law.
Notwithstanding any other provision of the Plan or this Agreement, if, at
any
time, in the reasonable opinion of the Company, the issuance of shares of
common
stock covered by an Award may constitute a violation of law, the Company
may
delay such issuance and the delivery of a certificate for such shares until
(i)
approval shall have been obtained from such governmental agencies, other
than
the Securities and Exchange Commission (the “SEC”),
as
may be required under applicable law, rule, or regulation and (ii) in the
case
where such issuance would constitute a violation of a law administered by
or a
regulation of the SEC, one of the following conditions shall have been
satisfied:
(a)
the
shares are at the time of the issue of such shares effectively registered
under
the Securities Act of 1933, as amended (the “Securities
Act”);
or
(b)
the
Company shall have determined, on such basis as it deems appropriate (including
an opinion of counsel in form and substance satisfactory to the Company)
that
the sale, transfer, assignment, pledge, encumbrance or other disposition
of such
shares or such beneficial interest, as the case may be, does not require
registration under the Securities Act, or any applicable State securities
laws.
The
Company shall make all reasonable efforts to bring about the occurrence of
said
events.
8. Miscellaneous.
This
Agreement shall be construed and enforced in accordance with the laws of
the
State of Nevada, without regard to the conflict of laws principles thereof
and
shall be binding upon and inure to the benefit of any successor or assign
of the
Company and
any
executor, administrator, trustee, guardian, or other legal representative
of
you. This Agreement may be executed in one or more counterparts all of which
together shall constitute but one instrument.
____________________________
1/
Price
must be fair market value of the common stock or 110% of fair market value
for a
10% stockholder on the date of grant.
1/
The day
immediately preceding the tenth anniversary of the Grant Date or the fifth
anniversary for a 10% stockholder on the date of grant.
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1
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9. Tax
Consequences.
The
Company makes no representation or warranty as to the tax treatment to you
of
your receipt or exercise of this Option or upon your sale or other disposition
of the Optioned Shares. You should rely on your own tax advisors for such
advice.
In
Witness Whereof,
the
parties have executed this Agreement as a sealed instrument
as of the date first above written.
ULURU
Inc. OPTIONEE
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By:___________________________
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___________________________
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Name:______________________
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Signature
of Optionee
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Title:_______________________
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___________________________
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Name
of Optionee
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Optionee's
Address:
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___________________________
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___________________________
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___________________________
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___________________________
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2
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STOCK
OPTION EXERCISE NOTICE
0000
Xxxxxxx Xxxxx
Xxxxxxx,
XX 00000
Attention: Chief
Financial Officer
Dear
Sir:
In
accordance with and subject to the terms and conditions of the ULURU Inc.
2006
Equity Incentive Plan (the “Plan”),
I
hereby elect to exercise my option granted under the Incentive Stock Option
Agreement, dated as of ________________________ (the “Option
Agreement”),
between myself and ULURU Inc. (the “Company”),
to
purchase ________________________ shares of the Company's common stock, par
value $0.001 per share.
Enclosed
herewith is payment to the Company in
the
amount of $________________________ in full payment of the option price for
said
shares.
I
hereby represent and warrant that I am acquiring the shares purchased hereunder
for investment and not with a view to the sale or distribution thereof. I
acknowledge I understand that such shares may not have been registered under
the
Securities Act of 1933, as amended (the “Act”),
by reason of their issuance in a transaction exempt from the registration
requirement of the Act pursuant to Section 4(2) thereof and that the shares
may
not be resold or otherwise transferred except pursuant to a registration
statement which has become effective under the Act unless the Company determines
that such resale or other transfer may be effected without registration under
the Act by virtue of an exemption therefrom.
I
hereby acknowledge that the Company has advised me to obtain separate tax,
legal
and/or accounting advice in making the decision to exercise, and that I have
not
received or relied upon any tax, legal and/or accounting advice from the
Company
in deciding to exercise the option granted to me pursuant to the Option
Agreement.
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Sincerely
yours,
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Signature
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Print
Name
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Date
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