EXHIBIT 10.1
STOCK OPTION AGREEMENT
AGREEMENT, made as of September 12, 2005, by and between SENTIGEN
HOLDING CORP., a Delaware corporation (the "Company") with its principal office
located at 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxx Xxxxxx 00000, and Xxxxxx X.
Xxxxxx (the "Optionee").
W I T N E S S E T H:
WHEREAS, pursuant to the Company's 2000 Performance Equity Plan, as
amended ("Plan"), the Company desires to grant to the Director an option to
purchase shares of common stock of the Company, $.01 par value (the "Common
Stock") (capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Plan); and
WHEREAS, the Optionee desires to acquire the option on the terms and
conditions set forth in this Agreement and subject to the provisions of the
Plan.
NOW, THEREFORE, IT IS AGREED:
1. Grant. The Company hereby grants to the Optionee an option (the "Option") to
purchase all or any part of an aggregate of 66,000 shares of the Common Stock
("Option Shares") on the terms and conditions set forth herein and subject to
the provisions of the Plan.
2. Non-Incentive Stock Option. The Option represented hereby is not intended to
be an option that qualifies as an "incentive stock option" under Section 422 of
the Internal Revenue Code of 1986, as amended.
3. Exercise Price. The exercise price of the Option is $4.50 per share.
4. Exercisability. Except as otherwise provided herein, the Option shall be
exercisable from and after the date hereof until the sixth anniversary of the
termination of the Optionee's service with the Company and its Subsidiaries.
5. Method of Exercise.
5.1 Notice to the Company. The Option shall be exercised in whole or in
part by delivery of written notice of exercise to the Company at its principal
place of business accompanied by full payment as hereinafter provided of the
exercise price for the number of Option Shares specified in the notice.
5.2 Delivery of Option Shares. The Company shall deliver a certificate
for the Option Shares to the Optionee as soon as practicable after payment
therefor.
5.3 Payment of Exercise Price. The Optionee shall make cash payments by
wire transfer, certified or bank check or personal check, in each case payable
to the order of the Company; the Company shall not be required to deliver
certificates for Option
Shares until the Company has confirmed the receipt of good and available funds
in payment of the purchase price thereof. Provided that prior approval of the
Committee has been obtained, the Optionee may use Common Stock owned by the
Optionee for more than six months (or such other period, if any, necessary to
avoid adverse accounting consequences to the Company) to pay the exercise price
for the Option Shares by delivery of stock certificates in negotiable form that
are effective to transfer good and valid title thereto to the Company, free of
any liens or encumbrances. Shares of Common Stock used for this purpose shall be
valued at the Fair Market Value.
6. Nonassignability. The Option shall not be transferable by the Optionee other
than by will or by the laws of descent and distribution, and the Option shall be
exercisable, during the Optionee lifetime, only by the Optionee (or, in the
event of legal incapacity or incompetency, the Optionee's guardian or legal
representative). Notwithstanding the foregoing, the Optionee, with the approval
of the Committee, may transfer all or a portion of the Option (i) (A) by gift,
for no consideration, or (B) pursuant to a domestic relations order in
settlement of marital property rights, in either case, to or for the benefit of
the Optionee's "Immediate Family" (as defined below), or (ii) to an entity in
which the Optionee and/or members of Optionee's Immediate Family own more than
fifty percent of the voting interest, in exchange for an interest in that
entity, subject to such limits as the Committee may establish, and the
transferee shall remain subject to all the terms and conditions applicable to
the Option prior to such transfer. The term "Immediate Family" shall mean any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former
spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationships, any person sharing the Optionee's household (other than a tenant
or employee), a trust in which these persons have more than fifty percent
beneficial interest, a foundation in which these persons (or the Optionee)
control the management of the assets and any other entity in which these persons
(or the Optionee) own more than 50% of the voting interests.
7. Miscellaneous.
7.1 Notices. All notices, requests, demands and other communications
that are required or permitted to be given under this Agreement shall be in
writing and shall be either delivered personally or sent by registered or
certified mail, or by private courier to the parties at their respective
addresses set forth herein, or to such other address as either party shall have
specified by notice in writing to the other. Notice shall be deemed duly given
hereunder when delivered or mailed as provided herein.
7.2 Conflicts with the Plan. This Agreement and the Option shall, in
all respects, be subject to the terms and conditions of the Plan (a copy of
which the Optionee hereby acknowledges receipt of), whether or not stated
herein. In the event of a conflict between the provisions of the Plan and the
provisions of this Agreement, the provisions of the Plan shall in all respects
be controlling.
2
7.3 Stockholder Rights. The Optionee shall not have any of the rights
of a stockholder with respect to the Option Shares until such shares have been
issued after the due exercise of the Option.
7.4 Waiver. The waiver by any party hereto of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any other or
subsequent breach.
7.5 Entire Agreement; Amendments. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof. This
Agreement may not be amended, other than as provided in the Plan, except by
writing executed by the Optionee and the Company.
7.6 Binding Effect; Successors. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and, to the extent not
prohibited herein, their respective heirs, successors, permitted assigns and
representatives. Nothing in this Agreement, expressed or implied, is intended to
confer on any person other than the parties hereto and, as provided above, their
respective heirs, successors, permitted assigns and representatives, any rights,
remedies, obligations or liabilities.
7.7 Governing Law. Except as otherwise provided in the Plan, this
Agreement shall be governed by and construed in accordance with the laws of the
State of New York (without regard to choice of law provisions).
7.8 Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.
IN WITNESS WHEREOF, this Agreement is made and entered into as of the
date first above written.
SENTIGEN HOLDING CORP.
By: /s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Chief Financial Officer
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
3
