COLLEXIS OPTION
AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT is effective as of the first day
of __________, by and between:
COLLEXIS B.V., a Dutch company (the 'Company') and;
Xxxx, XXX, Xxxx xxx Xxxxx xx xxxxx, Xxxxxx Xxxxxx of America, residing at
(the 'Optionee') (together, this agreement and the Statement of Terms and
Conditions and Schedules attached hereto shall constitute and be referred to as
the 'Agreement').
W I T N E S S E T H:
WHEREAS, Company is the parent company of Collexis, Inc., a Delaware
corporation ('Collexis'), which has agreed to employ Optionee under the terms
and conditions of that certain Employment Agreement having a signing date as of
the 25th day of January 2006 (the 'Employment Agreement'), with a Hire Date of
______, 2006;
WHEREAS, pursuant to the arrangements made under Employment Agreement,
Company agreed to issue to Optionee the option on the acquisition of
______ordinary shares in the share capital of Company, for the purpose of
providing a sense of proprietorship and personal involvement in the development
and financial success of and further encouraging Optionee to devote his best
efforts to Company and Collexis;
WHEREAS, the issuance of any share, including, without limitation, Option
Shares, in the share capital of Company and related corporate law matters are
subject to Company's Articles of Association, as amended, and the laws of the
Netherlands, and are therewith subject and conditional on approval and adoption
by the meeting of Shareholders of Company of the relevant resolution. In the
meeting of Shareholders of Company of 3 October 2006, the Shareholders have
approved and adopted the issuance of the nonqualified stock option (the
'Option') to acquire the Option Shares on the terms and conditions described in
this Agreement;
WHEREAS, by way of clarification of the foregoing, although it is being
signed by the parties and approved by the Shareholders as of the
above-referenced Shareholders meeting, this Agreement is being made effective as
of the Grant Date since the offer and acceptance of Optionee's employment, which
offer included the Options, along with the terms represented herein, was
effective as of such date;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, Company hereby awards to
Optionee as of the Grant Date the Option to acquire the Option Shares on the
terms and conditions described in this Agreement, which Optionee hereby accepts
on said terms and conditions,
1. GRANT DATE: ________.
2. TYPE OF OPTION: Nonqualified stock option.
3. OPTION SHARES: ______ ordinary shares in the share capital of Company,
with a nominal value on Grant Date of EUR 0,05 (the 'Option Shares'),
as defined in Company's Articles of Association, as amended, subject
to adjustment as provided in the attached Statement of Terms and
Conditions. Any and all shares in the share capital of Company will
hereinafter also be called: the 'Stock.'
4. EXERCISE PRICE: $____ US per ordinary share in the share capital of
Company (the 'Exercise Price'), subject to adjustment as provided in
the attached Statement of Terms and Conditions, which is (made) an
integral part of this Agreement.
5. OPTION PERIOD: The Option may be exercised as to all or any portion of
the Option Shares during the period that commences on the Grant Date,
and ends on the earlier of:
a. The third (3rd) anniversary of the Grant Date; or
b. In the event of any termination of Optionee's services under the
Employment Agreement, then in such event, upon and coincident
with the earlier to occur of the first anniversary of either the
Expiration Date or Termination Date (as such phrases are defined
in the Employment Agreement)(the 'Option Period');
provided, however, that the Option may be exercised on any date during
such Option Period as to no more than the number of Option Shares that
have vested as of such date as determined in accordance with Section
6, below. Company, in its sole discretion, may determine that Optionee
is disabled upon certification thereof by a qualified physician
selected by it after such physician examines the Optionee.
6. VESTING SCHEDULE: The Option Shares shall vest in accordance with the
Vesting Schedule or as otherwise stated in Schedule 1, entitled
'Vesting Schedule,' which is attached hereto and made a part hereof.
All or a portion of the Option Shares may vest on an earlier date as
and if so provided in the attached Statement of Terms and Conditions.
7. CONVERSION: In case of any consolidation with or merger of the Company
with or into another corporation (other than a merger or consolidation
in which the Company is the surviving or continuing corporation), or
in case of any sale, lease, or conveyance to another corporation of
the property and assets of any nature of the Company as an entirety or
substantially as an entirety or the conveyance by shareholders of the
Company to another corporation of at least eighty percent (80%) of the
ordinary shares of the share capital of the Company (such actions
being hereinafter collectively referred to as 'Reorganizations'),
there shall thereafter be deliverable upon exercise of this Option (in
lieu of the number of ordinary shares theretofore deliverable) the
kind and amount of shares of stock or other securities or property
receivable upon such Reorganization by a holder of the number of
ordinary
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shares for which this Option might have been exercised immediately
prior to such Reorganization. In case of any Reorganization,
appropriate adjustment, as determined in good faith by the Board of
Directors of the Company, shall be made in the application of the
provisions herein set forth with respect to the rights and interests
of the Optionee so that the provisions set forth herein shall
thereafter be applicable, as nearly as possible, in relation to any
shares or other property thereafter deliverable upon exercise of this
Option. Any such adjustment shall be made by and set forth in a
supplemental agreement between the Company, or any successor thereto,
and the Optionee and shall for all purposes hereof conclusively be
deemed to be an appropriate adjustment. The Company shall use
reasonable efforts to attempt to assure that it shall not effect any
such Reorganization unless upon or prior to the consummation thereof
the successor corporation, or if the Company shall be the surviving
corporation in any such Reorganization and is not the issuer of the
shares of stock or other securities or property to be delivered to
holders of ordinary shares of the Company outstanding at the effective
time thereof, then such issuer, shall assume by written instrument the
obligation to deliver to the Optionee such shares of stock,
securities, cash or other property as the Optionee shall be entitled
to purchase in accordance with the foregoing provisions.
The above provision shall similarly apply to successive
reclassifications and changes of ordinary shares and to successive
Reorganizations, consolidations, mergers, sales, leases, or
conveyances.
8. NON-ENCUMBRANCE: Optionee hereby undertakes that it will not create or
permit to exist any right of mortgage, pledge, usufruct or other
security interest or restriction whatsoever and any arrest, charge,
attachment, option or lien or any similar concept that limits free and
unrestricted title and/or use, under any applicable jurisdiction (the
'Encumbrance') over all or any part of the Option nor assign or
otherwise purport to deal with the beneficial interest therein or any
other right relating thereto separate from the legal ownership of such
Option.
Optionee and Company acknowledge that other limitations, restrictions,
terms and conditions applicable to Agreement, the Option and Option
Shares as (elsewhere) described in this Agreement, Company's Articles
of Association (as amended), as well as the attached Statement of
Terms and Conditions apply.
9. TAXES: Optionee warrants that any and all taxes, and/or social
security premiums and/or penalties that may become due in connection
with this Agreement, if any, shall be for the account of the Optionee.
Optionee herewith declares to indemnify Company and Collexis against
any such liabilities. In the event the Company and/or Collexis,
directly or indirectly, is considered by the relevant tax and/or
social security authorities to have a duty to withhold or pay any
taxes, premiums and/or penalties in connection with the Agreement,
Collexis shall be entitled to full and forthwith reimbursements by the
Optionee for any such taxes, premiums and/or penalties it is held
liable for.
10. MISCELLANEOUS: Except as otherwise defined in this Agreement,
capitalized terms and phrases shall have the meaning ascribed thereto
in the Employment Agreement (as
3
defined below). This Agreement, including, without limitation, the
Option described herein, is subject to cancellation if this Agreement
is not signed by Optionee as required below.
11. CHOICE OF LAW, CHOICE OF FORUM: This Agreement is governed by the laws
of the Netherlands, except for mandatory laws on a case to case basis.
All disputes arising out of or in connection with this Agreement
and/or related matters, which cannot be solved through amicable
negotiations shall be exclusively and finally settled under the Rules
of Arbitration of the International Chamber of Commerce (ICC), which
Rules are available at its web site:
xxx.xxxxxx.xxx/xxxxx/xxxxxxx/xxxxx/xxxxx.xxx. The Arbitral Tribunal
shall be composed of one arbitrator appointed in accordance with said
Rules. The place of arbitration shall be (i) in Amsterdam, the
Netherlands if the Optionee is residing outside the United States of
America, or (ii) in Columbia, South Carolina, United States of America
if the Optionee is residing inside the United States of America, and
the arbitration proceedings shall be conducted in English, without
prejudice to the right of either Party to apply for disposition by
summary proceedings.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
COLLEXIS B.V.
By: ______________________________
Name: Xxxxx xxx Xxxxx
Title: Chief Executive Officer
By signing below, Optionee hereby accepts the Option subject to all its
terms and provisions and agrees to be bound by the terms and provisions of this
Agreement, including, without limitation, the attached Statement of Terms and
Conditions. Optionee authorizes Company to withhold, in accordance with
applicable law, from any compensation payable to him or her, any taxes required
to be withheld by federal, state or local law as a result of the grant,
existence or exercise of the Option or subsequent sale of the Option Shares, if
any.
OPTIONEE
Signature: _______________________
Name:
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COLLEXIS B.V.
STATEMENT
OF
TERMS AND CONDITIONS
TO THE
NONQUALIFIED STOCK OPTION AGREEMENT
1. Exercise of Option. The Option may be exercised with respect to all or any
portion of the Option Shares that have vested in accordance with Section 6 of
this Agreement at any time during the Option Period by:
a. Delivery to Company, at its principal place of business, of a
written notice of exercise in substantially the form attached hereto
as Exhibit 1, which shall be delivered to Company no earlier than
thirty (30) days and no later than ten (10) days prior to the date
upon which Optionee desires to exercise all or any portion of the
Option, unless Company shall otherwise agree; and
b. Payment to Company of the Exercise Price multiplied by the number of
Option Shares being acquired (the 'Issuance Price').
Optionee and Company acknowledge that any issuance of any Option Shares and
other Stock are subject to Company's Articles of Association, as amended, and
the laws of the Netherlands. Prior to signing of the Agreement, Company will
procure to put the relevant issuance of the Option to acquire the Option Shares
on the terms and conditions described in the Agreement, on the agenda of the
first, subsequent meeting of Shareholders of Company, for resolution as required
under the laws of the Netherlands and Company's Articles of Association.
Thereafter, after signing of the Agreement, upon acceptance of the
afore-mentioned notice by Optionee and receipt of payment in full of the
Issuance Price by Company, and after issuance of the relevant Option Shares,
Company will procure that Optionee will receive a certified copy of the notarial
deed of issuance thereof as soon as reasonably possible.
2. Issuance Price. Payment of the Issuance Price for all Option Shares
pursuant to the exercise of an Option shall be made in cash, or other monetary
value that Company on a case to case basis finds and confirms to be acceptable
in writing.
3. No Rights as a Shareholder. Optionee shall not be deemed to be the holder
of, or to have any of the rights of a holder with respect to any Option Shares
until (a) the Option shall have been exercised pursuant to the terms of this
Agreement and Optionee shall have paid in full the Issuance Price for the number
of Option Shares in respect of which the Option was exercised, (b) Company shall
have issued and delivered the Option Shares to Optionee, and (c) Optionee's name
shall have been entered as a shareholder of record on the books of Company,
whereupon Optionee shall have full ownership rights with respect to such Option
Shares. Company shall make no adjustment for any dividends or distributions or
other rights on or with respect to Option Shares for which the
1
record date is prior to the issuance of such stock certificate, except as may
otherwise be provided in this Agreement.
4. Restriction on Transfer of Option. The Option evidenced hereby is
nontransferable other than by will or the laws of descent and distribution and
shall be exercisable during the lifetime of Optionee only by Optionee (or in the
event of his disability, by his personal representative) and after his death,
only by his legatee or the executor of his estate.
5. Securities Laws Restrictions. The Option may not be exercised at any time
unless, in the opinion of counsel for Company, the issuance and sale of the
Option Shares issued upon such exercise is exempt from registration under the
Securities Act of 1933, as amended, or any other applicable federal or state
securities law, rule or regulation, or the Option Shares have been duly
registered under such laws. Company shall not be required to register the Option
Shares issuable upon the exercise of the Option under any such laws.
6. Repurchase of Option Shares After Violation of Agreement Regarding Certain
Activities. If Optionee violates any confidentiality or other agreement or
obligation in favor of Company applicable to Optionee's activities after
Optionee ceases (whether voluntarily or otherwise) to perform services for
Company, then Company shall have the right in its sole discretion to purchase
all or any portion of the Option Shares acquired by Optionee's exercise of the
Option by giving notice to Optionee no later than sixty (60) days after the date
Company obtains knowledge of Optionee's violation of the confidentiality or
other agreement or other obligation. The price at which Company may repurchase
each Option Share shall equal the Exercise Price. Optionee shall deliver the
Option Shares, duly endorsed for transfer to Company, free and clear of all
liens, security interests, pledges or other claims or charges, and Company will
tender to Optionee, by bank wire transfer, cash or cheque, the purchase price
equal to the total Issuance Price paid for such Option Shares.
7. First Right of Refusal.
a. In General. The provisions of this Section 7 shall be effective
unless and until the Option Shares are listed on a national
securities exchange or quoted on the National Association of
Securities Dealers Automated Quotation System. The provisions of
this Section shall be binding upon any transferee (whether by
purchase, gift, devise, intestate succession, or other transfer) of
any Option Shares purchased pursuant to the exercise of this Option.
Company shall have complete discretion regarding whether or not
Option Shares will be purchased by Company pursuant to this Section.
All terms and conditions of the right of first refusal and
repurchase right that are not expressly set forth herein shall be
determined in the sole discretion of Company.
b. Repurchase Right. At any time within ninety (90) days after the
termination of Optionee's Employment Agreement (or, if later, within
the ninety (90) day period beginning immediately after the exercise
of the Option), Company shall have the right to repurchase for cash
or, if applicable, cancellation of purchase money indebtedness from
Optionee any Option Shares acquired by Optionee pursuant to the
exercise of the Option at the Exercise Price of such Shares, if
Optionee's
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services under the Employment Agreement are terminated by Company
for Cause.
8. Changes in Capitalization.
a. An appropriate adjustment in the number and kind of Option Shares
and in the Exercise Price shall be made by Company, in its sole
discretion, in the event the number of Shares of Stock of Company is
increased or decreased by reason of Company effecting one or more
stock dividends, stock splits, reverse stock splits, subdivisions,
consolidations or other similar events, or there occurs any other
event which in the judgment of Company necessitates such action.
b. In the event of a Change in Control pursuant to which the surviving
entity does not agree to the assumption of the Option, Company may
elect to take such action as it deems necessary or appropriate,
including, without limitation, substitute new awards, adjust
outstanding awards, accelerate awards or remove restrictions on
outstanding awards. For purposes of this subsection, the phrase
'Change In Control' means: (a) the acquisition of ownership,
directly or indirectly (in a single transaction or a series of
related transactions), beneficially or of record, by any Person or
group (within the meaning of Section 13(d) and Section 14(d)(2) of
the Securities Exchange Act of 1934 as in effect on the date hereof)
of capital stock representing more than 50.1% of the issued and
outstanding capital stock of Company entitled to vote for the
members of the board of directors of Company (other than by any
Person or group in control of Company on the date hereof), or (b)
the acquisition of ownership, directly or indirectly (in a single
transaction or a sales of related transactions), by any Person or
group (other than the group in control of Company on the date
hereof) of over 50.1% of the assets of Company; provided, however,
that a Change in Control shall not include any acquisitions
described in (a) or (b) above by any holder of Company's common
stock, group of such stockholders or their respective affiliates or
any change in control that occurs on account of any public offering
of Company's common stock registered under the Securities Exchange
Act of 1934. 'Person' shall mean a natural person, partnership
(whether general, limited, or limited liability, and whether
domestic or foreign), limited liability company, trust, business
trust, estate, association, corporation, joint venture, custodian,
nominee, cooperative, or any other organization or any other
individual or entity in its own or any representative capacity.
c. The existence of the Option granted pursuant to this Agreement shall
not affect in any way the right or power of Company to make or
authorize any adjustment, reclassification, reorganization or other
change in its capital or business structure, any merger or
consolidation of Company, any issue of debt or equity securities
having preferences or priorities as to its Stock or the rights
thereof, the dissolution or liquidation of Company, any sale or
transfer of all or any part of its business or assets, or any other
corporate act or proceeding. Any adjustment pursuant to this Section
may provide, in Company's discretion, for the elimination without
3
payment therefor of any fractional shares that might otherwise
become subject to any Option.
9. Governing Laws, choice of forum. This Agreement shall be construed,
administered and enforced according to the laws of the Netherlands, except for
mandatory laws on a case to case basis. All disputes arising out of or in
connection with this Agreement and/or related matters, which cannot be solved
through amicable negotiations shall be exclusively and finally settled under the
Rules of Arbitration of the International Chamber of Commerce (ICC), which Rules
are available at its web site: xxx.xxxxxx.xxx/xxxxx/xxxxxxx/xxxxx/xxxxx.xxx. The
Arbitral Tribunal shall be composed of one arbitrator appointed in accordance
with said Rules. The place of arbitration shall be (i) in Amsterdam, the
Netherlands if the Optionee is residing outside the United States of America, or
(ii) in Columbia, South Carolina, United States of America if the Optionee is
residing inside the United States of America, and the arbitration proceedings
shall be conducted in English, without prejudice to the right of either Party to
apply for disposition by summary proceedings.
10. Successors. This Agreement shall be binding upon and inure to the benefit
of the heirs, legal representatives, successors and permitted assigns of
Optionee and Company.
11. Notice. Except as otherwise specified herein, all notices and other
communications under this Agreement shall be in writing and shall be deemed to
have been given if personally delivered or if sent to the proposed recipient at
the proposed recipient's last known address (a) by registered or certified
United States mail, return receipt requested, postage prepaid, or (b) by a
nationally recognized overnight courier service. Any party may designate any
other address to which notices shall be sent by giving notice of the address to
the other party in the same manner as provided herein.
12. Severability. In the event that any one or more of the provisions or
portion thereof contained in this Agreement shall for any reason be held to be
invalid, illegal or unenforceable in any respect, the same shall not invalidate
or otherwise affect any other provisions of this Agreement, and this Agreement
shall be construed as if the invalid, illegal or unenforceable provision or
portion thereof had never been contained herein.
13. Other Terms; Entire Agreement. Optionee's rights under this Agreement are
subject in all respects to all of the terms and conditions of the form of
exercise notice attached as Exhibit 1. Each of the terms and conditions
contained in Exhibit 1 are incorporated herein by reference. This Agreement
expresses the entire understanding of the parties with respect to the Option.
14. Violation. Any transfer, pledge, sale, assignment, or hypothecation of the
Option or any portion thereof shall be a violation of the terms of this
Agreement and shall be void and without effect.
15. Headings and Capitalized Terms. Section headings used in this Agreement
are for convenience of reference only and shall not be considered in construing
this Agreement.
16. Specific Performance. In the event of any actual or threatened default in,
or breach of, any of the terms, conditions and provisions of this Agreement, the
party or parties who are
4
thereby aggrieved shall have the right to specific performance and injunction in
addition to any and all other rights and remedies at law or in equity, and all
such rights and remedies shall be cumulative.
17. No Right to Continued Retention. Nothing in this Agreement shall be
interpreted or construed to confer upon Optionee any right with respect to
continued service of employment with Company or Collexis, as the case may be,
nor shall this Agreement interfere in any way with the right of the Board of
Directors or shareholders, acting pursuant to its Bylaws and/or articles of
association of either Company or Collexis, as the case may be, to terminate
Optionee's service of employment at any time.
[REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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EXHIBIT 1
COLLEXIS, B.V.
NOTICE OF EXERCISE OF
OPTION TO ACQUIRE
COMMON STOCK
Name:
Address: _____________________________
_____________________________
_____________________________
Date: _____________________________
Collexis B.V.
[______________]
[______________]
Attn: CEO
Re: Exercise of Nonqualified Stock Option
To whom it may concern:
I hereby elect to exercise the option granted to me to acquire ________
Option Shares in accordance with that certain Nonqualified Stock Option
Agreement (the 'Agreement') dated as of February 1, 2006. Except as otherwise
defined in this notice, all capitalized terms and phrases in this notice shall
have the meaning ascribed thereto in the Agreement. Subject to Company's
acceptance, the issuance proceedings will commence as of the _______ day of
__________________ 200____ (the 'Exercise Date').
On the Exercise Date, I will deliver to you cash, or by bank wire to
Company, in the total amount of $________, representing the full Issuance Price
of such Option Shares. If I do not pay the full Issuance Price by cash or bank
wire to Company on the Exercise Date, I hereby request that Company withhold the
number of Option Shares that have an aggregate value equal to the Issuance Price
of the number of Option Shares for which this notice is given from the number of
Option Shares issued to me.
As soon as the relevant, certified copy of the notarial deed of issuance
is available, please deliver it to me at the above address.
If the Option Shares being acquired are not registered for issuance to and
resale by Optionee pursuant to an effective registration statement on Form S-8
(or successor form) filed
1
under the Securities Act of 1933, as amended (the '1933 Act'), I hereby
represent, warrant, covenant, and agree with Company as follows:
1. The Option Shares being acquired by me are being acquired for my own
account without the participation of any other person, with the intent of
holding the Option Shares for investment and without the intent of
participating, directly or indirectly, in a distribution of the Option
Shares, and not with a view to, or for resale in connection with, any
distribution of the Option Shares, nor am I aware of the existence of any
distribution of the Option Shares;
2. I am not acquiring the Option Shares based upon any representation, oral
or written, by any person with respect to the future value of, or income
from, the Option Shares but rather upon an independent examination and
judgment as to the prospects of Company;
3. The Option Shares were not offered to me by means of publicly disseminated
advertisements or sales literature, nor am I aware of any offers made to
other persons by such means;
4. I am able to bear the economic risks of the investment in the Option
Shares, including the risk of a complete loss of my investment therein;
5. I understand and agree that the Option Shares will be issued and sold to
me without registration under any state law relating to the registration
of securities for sale, and will be issued and sold in reliance on the
exemptions from registration under the 1933 Act and the rules and
regulations promulgated thereunder;
6. The Option Shares cannot be offered for sale, sold or transferred by me
other than pursuant to: (1) an effective registration under the 1933 Act
or in a transaction otherwise in compliance with the 1933 Act; (2)
evidence satisfactory to Company of compliance with the applicable
securities laws of other jurisdictions; and (3) compliance with the
provisions in the Agreement granting Company a right of first refusal and
other repurchase rights with respect to the Option Shares. Company shall
be entitled to rely upon an opinion of counsel satisfactory to it with
respect to compliance with the above laws;
7. Company will be under no obligation to register the Option Shares or to
comply with any exemption available for the sale of the Option Shares
without registration or filing, and no assurance has been given that the
information or conditions necessary to permit routine sales of securities
of Company under Rule 144 under the 1933 Act are or will become available.
Company is under no obligation to act in any manner so as to make Rule 144
available with respect to the Option Shares;
8. I agree, in connection with any public offering of Company's Stock, upon
request of Company or the underwriters managing any underwritten public
offering of Company's Stock and making such request with the approval of
Company's Board of Directors, not to sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise
2
dispose of any of my Option Shares without the prior written consent of
Company or such underwriters, as the case may be, from the effective date
of such registration for so long as Company or the underwriters may
specify, but in any event not to exceed 180 days;
9. I have had the opportunity to ask questions of and receive answers from
Company and any person acting on its behalf and to obtain all material
information reasonably available with respect to Company and its affairs.
I have received all information and data with respect to Company which I
have requested and which I have deemed relevant in connection with the
evaluation of the merits and risks of my investment in Company;
10. I have such knowledge and experience in financial and business matters
that I am capable of evaluating the merits and risks of the purchase of
the Option Shares hereunder and I am able to bear the economic risk of
such purchase; and
11. I understand and agree that the Option Shares being acquired by me are
subject to certain restrictions contained in the Agreement, including,
without limitation, Company's right to repurchase the Option Shares upon
the occurrence of certain events and Company's right of first refusal with
respect to the Option Shares.
The agreements, representations, warranties and covenants made by me
herein extend to and apply to all of the Option Shares of Company issued to me
pursuant to this notice. Acceptance by me of the certificate representing such
Option Shares shall constitute a confirmation by me that all such agreements,
representations, warranties and covenants made herein shall be true and correct
at that time.
Very truly yours,
__________________________________
AGREED TO AND ACCEPTED:
COLLEXIS B.V.
By:________________________________
Title:_____________________________
Cumulative Number of Option Shares
Exercised to Date:_________________
Number of Unexercised Option Shares
Remaining:_________________________ Date:_____________________________
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SCHEDULE 1
COLLEXIS B.V.
NONQUALIFIED STOCK OPTION AGREEMENT
Vesting Schedule
Aggregate Number of Option Date (close of business) on which such
Shares which become Vested aggregate Option Shares become Vested
-------------------------- --------------------------------------
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
Notwithstanding the foregoing, no Option Shares shall vest upon or following the
effective date of Optionee's termination service of employment if such
termination shall occur (a) on account of mutual agreement; (b) Optionee's death
or disability; (c) for Cause; or (d) on account of a voluntary termination by
Optionee; provided, however, that all such Option Shares shall become fully and
immediately vested upon and coincident with the effective date on which any one
of the following events shall first occur: (y) a Change in Control; or (z) as
defined in Optionee's employment agreement, the termination of Optionee's
service of employment by Optionee for Good Reason or by Company without cause.
4
