EXHIBIT 10.9
SCOLR, INC.
NONQUALIFIED 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 Stock Option Plan (the
"Plan") to receive a nonqualified 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 a nonqualified option and is not 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 in 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 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.
TERMINATION
The option will terminate immediately upon termination of your
relationship with the Company for cause (as defined in the Plan), or three
months after cessation of your relationship 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 twelve (12) months
after cessation of your relationship with the Company.
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 nonqualified stock options, (i) no income is recognized by you at the
time the option is granted; (ii) at exercise, ordinary income is recognized by
you in an amount equal to the difference between the fair market value of the
shares on the date of exercise and the option exercise price paid for the
shares, and (iii) upon the sale of the shares, any further increase or decrease
in the value of the shares is treated as long-term or short-term capital gain or
loss. 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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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 nonqualified 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 NONQUALIFIED STOCK OPTION
TO: SCOLR, INC.
I, being a resident of the State of _________________________, hereby
exercise my nonqualified stock option granted by SCOLR, Inc. (the "Company') in
the Nonqualified 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 Nonqualified 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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