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EXHIBIT 4.2(b)
1998 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the International
Remote Imaging Systems, Inc. 1998 Stock Option Plan (the "PLAN") shall have the
same defined meanings in this Stock Option Agreement (the "AGREEMENT").
PART I
NOTICE OF STOCK OPTION GRANT
("NOTICE OF GRANT")
Employee's Name: ________________________
Employee's Address: ________________________
________________________
________________________
You (also referred to as "EMPLOYEE") have been granted an option to
purchase shares of Common Stock of the Company ("SHARES") subject to the terms
and conditions of the Plan and this Agreement as follows:
Grant Number: ________________
Date of Grant: ________________
Exercise Price per Share: $_______________
Total Number of Shares Covered: ________________
Type of Option: _______ Incentive Stock Option
_______ Nonstatutory Stock Option
Term of Option/Outside
Expiration Date: ________________
Vesting Schedule: Subject to the termination provisions of this Agreement and
the Plan, this Option may be exercised, in whole or in part,
with respect to that portion of this Option which has vested
as of the exercise date. This Option shall vest and become
exercisable in three equal installments on the first, second
and third anniversaries of the grant date. In each case, the
number of Shares that may be purchased pursuant to the
exercise of the Option shall be rounded to the nearest full
Share.
Termination Period: Unless the Option is terminated due to a Termination Event,
this Option may be exercised for ninety (90) days after
termination of employment or consulting relationship, or
such longer period as may be applicable upon death or
Disability of Employee as provided in the Plan but only to
the extent vested as of the date of termination,
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death or Disability. In no event may the Option be exercised
later than the Term of Option/Outside Expiration Date set
forth above.
PART II
1. GRANT OF OPTION. The Administrator of the Company hereby grants to
Employee (named in the Notice of Grant attached as Part I of this Agreement) an
option (the "OPTION") to purchase a number of Shares, as set forth in the Notice
of Grant, at the exercise price per share set in the Notice of Grant (the
"EXERCISE Price"), subject to the terms and conditions of the Plan hereby
incorporated herein by reference. Subject to Section 15(c) of the Plan, in the
event of a conflict between the terms and conditions of the Plan and the terms
and conditions of this Agreement, the terms and conditions of the Plan shall
prevail
If designated in the Notice of Grant as an Incentive Stock Option, this
Option is intended to qualify as an Incentive Stock Option under Section 422 of
the Code.
2. EXERCISE OF OPTION.
(a) RIGHT OF EXERCISE. This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Agreement. In the event of Employee's
death, Disability or other termination of Employee's employment or consulting
relationship, or in the event of a Termination Event, the exercise of the Option
is governed by the applicable provisions of the Plan and this Agreement.
(b) METHOD OF EXERCISE. This Option is exercisable by delivery of an
exercise notice (the "EXERCISE NOTICE") which shall state the election to
exercise the Option, the number of Shares with respect to which the Option is
being exercised (the "EXERCISED SHARES") and such other representations and
agreements as may be required by the Company pursuant to the provisions of the
Plan. The Exercise Notice shall be signed by Employee and shall be delivered in
person or by certified mail to the Secretary of the Company. The Exercise Notice
shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised upon receipt by
the Company of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price and any additional documentation required by the Company.
No Shares shall be issued pursuant to the exercise of this Option unless
such issuance and exercise complies with all relevant provisions of law and the
requirements of any stock exchange upon which the Shares are then listed.
Assuming such compliance, for income tax purposes the Exercised Shares shall be
considered transferred to Employee on the date the Option is exercised with
respect to such Exercised Shares.
3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of Employee:
(a) cash;
(b) check;
(c) delivery of a properly executed Exercise Notice together with such
other documentation as the Administrator and Employee's broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the Exercise Price; or
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(d) if permitted by the Administrator in its sole discretion,
surrender of other Shares which have been held by Employee for a period of time
equal to or exceeding six (6) months (or such other period of time as permitted
by Administrator in its sole discretion) which have a Fair Market Value on the
date of surrender equal to the aggregate Exercise Price of the Exercised Shares.
4. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner other than by will or by the laws of descent or distribution and may be
exercised during the lifetime of Employee only by Employee. The terms of the
Plan and this Agreement shall be binding upon the executors, administrators,
heirs, successors and assigns of Employee.
5. TERM OF OPTION. This Option may be exercised only prior to or on the
Outside Expiration Date (the "TERM") set forth in the Notice of Grant and may be
exercised during the Term only in accordance with the Plan and the terms of this
Agreement.
6. NOT AN EMPLOYMENT OR SERVICE CONTRACT. Nothing in this Option or in the
Plan shall be construed as an agreement by the Company, express or implied, to
employ Employee or contract for Employee's services, to restrict the right of
the Company to discharge Employee or cease contracting for Employee's services
or to modify, extend or otherwise affect in any manner whatsoever the terms of
any employment agreement or contract for services which may exist between
Employee and the Company.
7. GOVERNING LAW. The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Delaware without regard
to the principles of conflicts of law.
By your signature, the signature of your spouse (if any) on the attached
consent and the signature of the Company's representative below, you and the
Company agree that this Option is granted under, and governed by, the terms and
conditions of the Plan and this Agreement. EMPLOYEE HAS RECEIVED COPIES OF THE
PLAN AND THE PROSPECTUS, DATED ______, 1998, RELATING TO SUCH PLAN (THE
"PROSPECTUS"); HAS REVIEWED THE PLAN, THE PROSPECTUS AND THIS AGREEMENT IN THEIR
ENTIRETY; HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO
EXECUTING THIS AGREEMENT AND FULLY UNDERSTANDS ALL PROVISIONS OF THE PLAN AND
AGREEMENT. Employee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions relating to
the Plan and the Agreement.
Employee: International Remote Imaging
Systems, Inc.
__________________________________ By:________________________________
Name:_____________________________ Name:______________________________
Title:_____________________________
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DESIGNATION OF BENEFICIARY
In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all of my vested Options that are unexercised at
that time.
Name: (print) _____________________________________________
(First) (Middle) (Last)
______________________________ _____________________________________________
Relationship to (Address)
Beneficiary(ies) _____________________________________________
_____________________________________________
Dated:________________________ _____________________________________________
Signature of Employee
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