Exhibit 10.7
GENE LOGIC INC.
1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
NONSTATUTORY STOCK OPTION
_______________________, Optionee:
On __________________, 19___, an option was automatically granted to you
(the "Optionee") pursuant to the Gene Logic Inc. (the "Company") 1997
Non-Employee Directors' Stock Option Plan (the "Plan") to purchase shares of the
Company's common stock ("Common Stock"). This option is not intended to qualify
and will not be treated as an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for Non-Employee Directors (as defined in
the Plan).
The details of your option are as follows:
1. The total number of shares of Common Stock subject to this option is
[thirty thousand (30,000)] [seven thousand five hundred (7,500)].
2. The exercise price of this option is _____________________ ($________)
per share, such amount being equal to the Fair Market Value (as defined in the
Plan) of the Common Stock on the date of grant of this option.
3. (a) Subject to the limitations contained herein, if:
(i) this option is exercisable for 30,000 shares, then this
option shall become exercisable (i.e., vest) in four (4) equal annual
installments with the first installment becoming exercisable one (1) year after
the date of grant; or
(ii) this option is exercisable for 7,500 shares, then this
option shall become exercisable (i.e., vest) one (1) year after the date of
grant;
provided, however, that you have, during the period from the date of grant to
such vesting date, continuously served as a Non-Employee Director or employee of
or consultant to the Company or any Affiliate (as defined in the Plan),
whereupon this option shall become fully exercisable with respect to that
portion of the shares represented by that installment.
(b) Notwithstanding anything to the foregoing, this option shall not
be exercisable in whole or in part unless and until the Plan has been approved
by the Company's stockholders.
4. (a) This option may be exercised, to the extent specified above, by
delivering a Notice of Exercise (in the form attached hereto or such other form
designated by the Company) together with the exercise price to the Secretary of
the Company, or to such other person as the Company may designate, during
regular business hours, together with such additional documents as the Company
may then require pursuant to Section 6 of the Plan.
1.
(b) This option may only be exercised for whole shares.
(c) You may elect to pay the exercise price under one of the
following alternatives:
(i) In cash (or check) at the time of exercise;
(ii) Provided that at the time of the exercise the Common
Stock is publicly traded and quoted regularly in The Wall Street Journal,
payment by delivery of shares of Common Stock already owned by you, held for the
period required to avoid a charge to the Company's reported earnings, and owned
free and clear of any liens, claims, encumbrances or security interest, which
Common Stock shall be valued at its Fair Market Value on the date immediately
preceding the date of exercise; or
(iii) Payment pursuant to a program developed under Regulation
T as promulgated by the Federal Reserve Board which results in the receipt of
cash (or check) by the Company either prior to the issuance of shares of the
Common Stock or pursuant to the terms of irrevocable instructions issued by you
prior to the issuance of shares of the Common Stock.
(iv) Payment by a combination of the methods of payment
specified in subparagraphs (i) through (iii) above.
(d) By exercising this option you agree that the Company may require
you to enter an arrangement providing for the cash payment by you to the Company
of any tax withholding obligation of the Company arising by reason of the
exercise of this option.
5. The term of this option is ten (10) years measured from the date of
grant, subject, however, to earlier termination upon your termination of
service, as set forth in Section 6(a) of the Plan.
6. Any notices provided for in this option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of
notices delivered by the Company to you, five (5) days after deposit in the
United States mail, postage prepaid, addressed to you at the address specified
below or at such other address as you hereafter designate by written notice to
the Company.
7. This option is subject to all the provisions of the Plan, a copy of
which is attached hereto and its provisions are hereby made a part of this
option, including without limitation the provisions of Section 6 of the Plan
relating to option provisions, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and
adopted pursuant
2.
to the Plan. In the event of any conflict between the provisions of this option
and those of the Plan, the provisions of the Plan shall control.
Dated the ____ day of _______________, 19__.
Very truly yours,
Gene Logic Inc.
By:
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Duly authorized on behalf
of the Board of Directors
ATTACHMENTS: Notice of Exercise
1997 Non-Employee Directors' Stock Option Plan
3.
The undersigned:
(a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and
(b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned Optionee and the Company
and its Affiliates regarding the acquisition of Common Stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of (i) the options and any other stock awards previously granted and
delivered to the undersigned under stock award plans of the Company, and (ii)
the following agreements only:
NONE:
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(Initial)
OTHER:
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Optionee
Address:
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4.
GENE LOGIC INC.
1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
NOTICE OF EXERCISE
Gene Logic Inc.
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------------------ Date of Exercise:
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Ladies and Gentlemen:
This constitutes notice under my stock option that I elect to purchase the
number of shares for the price set forth below.
Type of option: Nonstatutory
Stock option dated:
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Number of shares for
which option is exercised:
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Certificates to be
issued in name of:
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Total exercise price: $
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Cash payment delivered
herewith: $
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Value of ______ shares
of common stock delivered
herewith(1): $
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By this exercise, I agree (i) to provide such additional documents as you
may require pursuant to the terms of the Company's 1997 Non-Employee Directors'
Stock Option Plan and (ii) to provide for the payment by me to you (in the
manner designated by you) of your withholding obligation, if any, relating to
the exercise of this option.
[USE FOLLOWING LANGUAGE ONLY IF GRANTS MADE PRE-IPO]
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(1) Shares must meet the public trading requirements set forth in the option.
Shares must be valued in accordance with the terms of the option being
exercised, must have been owned for the minimum period required in the option,
and must be owned free and clear of any liens, claims, encumbrances or security
interests. Certificates must be endorsed or accompanied by an executed
assignment separate from certificate.
1.
[I hereby make the following certifications and representations with
respect to the number of shares of Common Stock (the "Shares"), which are being
acquired by me for my own account upon exercise of the Option as set forth
above:
I acknowledge that the Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and are deemed to
constitute "restricted securities" under Rule 701 and Rule 144 promulgated under
the Securities Act. I warrant and represent to the Company that I have no
present intention of distributing or selling said Shares, except as permitted
under the Act and any applicable state securities laws.
I further acknowledge that I will not be able to resell the Shares for at
least ninety (90) days after the stock of the Company becomes publicly traded
(i.e., subject to the reporting requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended) under Rule 701 and that more
restrictive conditions apply to affiliates of the Company under Rule 144.
I further acknowledge that all certificates representing any of the Shares
subject to the provisions of the Option shall have endorsed thereon appropriate
legends reflecting the foregoing limitations, as well as any legends reflecting
restrictions pursuant to the Company's Articles of Incorporation, Bylaws and/or
applicable securities laws.
I further agree that, if required by the Company (or a representative of
the underwriters) in connection with the first underwritten registration of the
offering of any securities of the Company under the Securities Act, I will not
sell or otherwise transfer or dispose of any shares of Common Stock or other
securities of the Company during such period (not to exceed one hundred eighty
(180) days following the effective date of the registration statement of the
Company filed under the Securities Act as may be requested by the Company or the
representative of the underwriters. I further agree that the Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such period.]
Very truly yours,
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2.
