ECHO THERAPEUTICS, INC. NONQUALIFIED STOCK OPTION AGREEMENT
Exhibit 10.1
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the 25th day of
March, 2008 (the “Grant Date”), is between Echo Therapeutics, Inc., a Minnesota corporation (the
“Company”), and Xxxxxxx X. Xxxxxxx (the “Optionee”), a director of the Company.
Date Installment Becomes | ||||
Exercisable | Number of Option Shares | |||
Grant Date |
16,667 Shares | |||
March 25, 2009 |
16,667 Shares | |||
March 25, 2010 |
16,666 Shares |
Once options become exercisable, they will remain exercisable until they are exercised or until
they terminate.
The exercise price shall be paid to the Company –
(a) in cash, or by certified check, bank draft, or postal or express money order;
(b) through the delivery of shares of Common Stock which shall be valued at the closing sale
price of the Common Stock on the date of exercise (“Exercise Fair Market Value”);
(c) by having the Company withhold shares of Common Stock at the Exercise Fair Market Value on
the date of exercise;
(d) by delivering a properly executed notice of exercise of the Option to the Company and a
broker, with irrevocable instructions to the broker promptly to deliver to the Company the amount
of sale or loan proceeds necessary to pay the exercise price of the Option; or
(e) in any combination of (a), (b), (c) or (d) above.
In the event the exercise price is paid, in whole or in part, with shares of Common Stock, the
portion of the exercise price so paid shall be equal to the Exercise Fair Market Value of the
Common Stock surrendered.
Upon receipt of notice of exercise and payment, the Company shall deliver a certificate or
certificates representing the shares with respect to which the Option is so exercised. Such
certificate(s) shall be registered in the name of the person or persons so exercising the
Option (or, if the Option is exercised by the Optionee and if the Optionee so requests in the
notice exercising the Option, shall be registered in the name of the Optionee and the Optionee’s
spouse, jointly, with right of survivorship) and shall be delivered as provided above to, or upon
the written order of, the person or persons exercising the Option. In the event the Option is
exercised by any person or persons after the death or disability of the Optionee, the notice shall
be accompanied by appropriate proof of the right of such person or persons to exercise the Option.
All shares that are purchased upon the exercise of the Option as provided herein shall be fully
paid and non-assessable.
limit the number of withheld shares to the extent necessary to avoid adverse accounting
consequences.
13. Governing Law. This Option Agreement shall be governed by the applicable Code
provisions to the maximum extent possible. Otherwise, the laws of the State of Minnesota (without
reference to the principles of conflict of laws) shall govern the operation of, and the rights of
the Optionee under, this Option Agreement.
ECHO THERAPEUTICS, INC. |
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By: | /s/ Xxxxx X. Xxxxxxxx | |||
Xxxxx X. Xxxxxxxx | ||||
Chief Operating Officer and Chief Financial Officer |
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/s/ Xxxxxxx X. Xxxxxxx | ||||
Optionee | ||||
ECHO THERAPEUTICS, INC.
Notice of Exercise of Nonqualified Stock Option
Notice of Exercise of Nonqualified Stock Option
I hereby exercise the nonqualified stock option granted to me pursuant to the Nonqualified
Stock Option Agreement, dated as of March, 25 2008 by Echo Therapeutics, Inc. (the “Company”), with
respect to the following number of shares of the Company’s common stock (“Shares”), par value $.01
per Share, covered by said option:
Number of Shares to be purchased | ||||||||||
Exercise price per Share | $ | |||||||||
Total exercise price | $ | |||||||||
A. | Enclosed is cash or my certified check, bank draft, or postal or express money order in the amount of $ in full/partial [circle one] payment for such Shares; |
and/or
B. | Enclosed is/are Share(s) with a total Exercise Fair Market Value of $ on the date hereof in full/partial [circle one] payment for such Shares; |
and/or
C. | Please withhold Shares with a total Exercise Fair Market Value of $ on the date hereof in full/partial [circle one] payment for such Shares; |
and/or
D. I have provided notice to [insert name of broker], a
broker, who will render full/partial [circle one] payment for such Shares. [Optionee should attach
to the notice of exercise provided to such broker a copy of this Notice of Exercise and irrevocable
instructions to pay to the Company the full exercise price for the number of Shares purchased in
this method.]
Please have the certificate or certificates representing the purchased Shares registered in
the following name or names* and sent to:
* | Certificates may be registered in the name of the Optionee alone or in the joint names (with right of survivorship) of the Optionee and his or her spouse. |
If the condition in Paragraph 6 (“Shares to be Purchased for Investment”) of the Nonqualified
Stock Option Agreement related to the Shares purchased hereby is applicable, the undersigned hereby
certifies that the Shares purchased hereby are being acquired for investment and not with a view to
the distribution of such Shares.
DATED: |
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