DYADIC INTERNATIONAL, INC.
2001 EQUITY COMPENSATION PLAN
STOCK OPTION GRANT AGREEMENT
This STOCK OPTION GRANT AGREEMENT (this "Agreement"), dated as of the
______ day of _________________, 200__ (the "Date of Grant"), is delivered by
Dyadic International, Inc. (the "Company") to _____________________ (the
"Grantee").
RECITALS
A. Concurrently with the execution and delivery of this Agreement, the
Grantee has accepted an appointment to the Board of Directors of the Company
(the "Board").
B. The Dyadic International, Inc. 2001 Equity Compensation Plan (the
"Plan") provides for the grant of options to purchase shares of common stock of
the Company. A copy of the Plan has heretofore been furnished to the Grantee,
receipt of which is hereby expressly acknowledged.
C. In accordance with the Director Compensation Policy of the Company as
currently in effect, to induce the Grantee to join the Board and to promote the
best interests of the Company and its shareholders, the Board has decided to
make a stock option grant to the Grantee under the Plan.
D. The Board is authorized to appoint a "Committee" to administer the Plan
(as therein defined). If a Committee is appointed, all references in this
Agreement to the "Board" shall be deemed to refer to the Committee.
AGREEMENT:
NOW, THEREFORE, the parties to this Agreement, intending to be legally
bound hereby, agree as follows:
1. Grant of Option. Subject to the terms and conditions set forth in this
Agreement and in the Plan, the Company hereby grants to the Grantee an option
(the "Option") to purchase ______ shares of common stock of the Company
("Shares") at an exercise price of $____ per Share. The Option shall become
exercisable in accordance with the terms of Paragraph 2 below. The Option shall
be a Nonqualified Stock Option, within the meaning of the Plan.
2. Exercisability of Option. The number of Shares in respect of which the
Grantee shall be permitted to exercise the Option shall be determined by
reference to the dates (each a "Vesting Date") fixed in the table set forth
below, provided that: (a) exercisability of Shares is cumulative; and (b) there
must not have occurred a termination of the Grantee's membership on the Board
(the "Directorship") for any reason whatsoever (the date of such termination
being hereinafter referred to as the "Termination Date") prior to a Vesting Date
in order for the Option to be exercisable in respect of the Shares indicated
opposite that Vesting Date:
Vesting Date Additional Shares for Which the Option is Exercisable
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The date of this Agreement
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3. Term of Option.
(a) The Option shall be exercisable for a term commencing with the
Date of Grant and ending on ___________, ____, unless the Option is terminated
at an earlier date in accordance with the provisions of this Agreement or the
Plan.
(b) The Option shall automatically terminate upon the earlier of (x)
the expiration of the period fixed in Section 3(a), above, or (y) the first to
occur of any of the following events:
(i) Subject to clause (v) below, the expiration of the 90-day
period following the Termination Date, if the termination is for any reason
other than Disability (as defined in the Plan), death or Cause (as defined in
the Plan).
(ii) Subject to clause (v) below, the expiration of the one
(1)year period after the Termination Date, if the termination of the
Directorship was on account of the Grantee's Disability.
(iii) The expiration of the one (1)year period after the
Termination Date if the reason for the termination of the Directorship was on
account of the death of the Grantee,.
(iv) The Termination Date, if the termination of the
Directorship was by the Company for Cause.
(v) The provisions of clauses (i) and (ii) above to the
contrary notwithstanding, if the Grantee engages in conduct that constitutes
Cause after the Termination Date, the Option shall immediately terminate.
In no event may the Option be exercised after the date that is five (5) years
from the Date of Grant. Any portion of the Option that is not exercisable at the
Termination Date shall immediately terminate.
4. Exercise Procedures.
(a) Subject to the provisions of Paragraphs 2 and 3 above, the
Grantee may exercise part or all of the exercisable Option by giving the Board
written notice of intent to exercise in the manner provided in this Agreement,
specifying the number of Shares as to which the Option is to be exercised. On
the delivery date, the Grantee shall pay the exercise price (i) in cash, (ii)
with the approval of the Board, by delivering Shares of the Company which shall
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be valued at their fair market value on the date of delivery (such valuation to
be determined in the manner fixed in the Plan), (iii) after a public offering of
the Company's stock, payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board or (iv) by such other
method as the Board may approve, provided that the Board may, in its absolute
discretion, impose from time to time such limitations as it deems appropriate on
the use of Shares of the Company to exercise the Option.
(b) The obligation of the Company to deliver Shares upon exercise of
the Option shall be subject to all applicable laws, rules, and regulations and
such approvals by governmental agencies as may be deemed appropriate by the
Board, including such actions as Company counsel shall deem necessary or
appropriate to comply with relevant securities laws and regulations. The Company
may require that the Grantee (or other person exercising the Option after the
Grantee's death) represent that the Grantee is purchasing Shares for the
Grantee's own account and not with a view to or for sale in connection with any
distribution of the Shares, or such other representation as the Board deems
appropriate. All obligations of the Company under this Agreement shall be
subject to the rights of the Company as set forth in the Plan to withhold
amounts required to be withheld for any taxes, if applicable. Subject to Board
approval, in its absolute discretion, the Grantee may elect to satisfy any
income tax withholding obligation of the Company with respect to the Option by
having Shares withheld up to an amount that does not exceed the minimum
applicable withholding tax rate for federal (including FICA), state and local
tax liabilities.
5. Restrictions on Transfer of Shares. In addition to the restrictions
imposed by the Plan on the transferability of the Shares acquired by an the
Grantee's exercise of the Option granted hereby, without the prior consent of
the Company, for so long as the Company is not a "Reporting Company" within the
meaning of the Exchange Act of 1934, as amended, the Grantee shall make no
transfer of the Shares (a) for a period of five (5) years following the date of
this Agreement and (b) thereafter, to any competitor of the Company.
6. Change of Control. The provisions of the Plan applicable to a Change of
Control shall apply to the Option, and, in the event of a Change of Control, the
Board may take such actions as it deems appropriate pursuant to the Plan.
7. Restrictions on Exercise. Only the Grantee may exercise the Option
during the Grantee's lifetime and, after the Grantee's death, the Option shall
be exercisable (subject to the limitations specified in the Plan) solely by the
legal representatives of the Grantee, or by the person who acquires the right to
exercise the Option by will or by the laws of descent and distribution, to the
extent that the Option is exercisable pursuant to this Agreement.
8. Grant Subject to Plan Provisions. This grant is made pursuant to the
Plan, the terms of which are incorporated herein by reference, and in all
respects shall be interpreted in accordance with the Plan. The grant and
exercise of the Option are subject to the provisions of the Plan and to
interpretations, regulations and determinations concerning the Plan established
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from time to time by the Board in accordance with the provisions of the Plan,
including, but not limited to, provisions pertaining to (i) rights and
obligations with respect to withholding taxes, (ii) the registration,
qualification or listing of the Shares, (iii) changes in capitalization of the
Company and (iv) other requirements of applicable law. The Board shall have the
authority to interpret and construe the Option pursuant to the terms of the
Plan, and its decisions shall be conclusive as to any questions arising
hereunder.
9. No Employment or Other Rights. The grant of the Option shall not confer
upon the Grantee any right to be retained by or in the employ or service of the
Company and shall not interfere in any way with the right of the Company to
terminate the Grantee's employment or service at any time. The right of the
Company to terminate at will the Grantee's employment or service at any time for
any reason is specifically reserved.
10. No Shareholder Rights. Neither the Grantee, nor any person entitled to
exercise the Grantee's rights in the event of the Grantee's death, shall have
any of the rights and privileges of a shareholder with respect to the Shares
subject to the Option, until certificates for Shares have been issued upon the
exercise of the Option.
11. Assignment and Transfers. The rights and interests of the Grantee
under this Agreement may not be sold, assigned, encumbered or otherwise
transferred except, in the event of the death of the Grantee, by will or by the
laws of descent and distribution. In the event of any attempt by the Grantee to
alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any
right hereunder, except as provided for in this Agreement, or in the event of
the levy or any attachment, execution or similar process upon the rights or
interests hereby conferred, the Company may terminate the Option by notice to
the Grantee, and the Option and all rights hereunder shall thereupon become null
and void. The rights and protections of the Company hereunder shall extend to
any successors or assigns of the Company and to the Company's parents,
subsidiaries, and affiliates. This Agreement may be assigned by the Company
without the Grantee's consent.
12. Applicable Law. The validity, construction, interpretation and effect
of this instrument shall be governed by and construed in accordance with the
laws of the State of Florida, without giving effect to the conflicts of laws
provisions thereof.
13. Notice. Any notice to the Company provided for in this instrument
shall be addressed to the Company in care of the Chief Financial Officer at the
Company's principal executive offices, and any notice to the Grantee shall be
addressed to such Grantee at the current address shown on the payroll of the
Company, or to such other address as the Grantee may designate to the Company in
writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in
a properly sealed envelope addressed as stated above, registered and deposited,
postage prepaid, in a post office regularly maintained by the United States
Postal Service.
14. Counterparts. This Agreement may be signed in any number of
counterparts and by facsimile signature, each of which shall be deemed to be an
original, and all of which taken together shall be deemed to be one and the same
instrument.
15. Complete Understanding. This Agreement, together with the Plan,
contains the entire agreement of the parties relating to the subject matter
hereof and supersedes all prior agreements and understanding with respect to
such subject matter, and the parties hereto have made no agreements,
representations or warranties relating to the subject matter of this Agreement
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which are not set forth herein, provided that the Parties are parties to the
Consulting Agreement. Nothing contained in this Agreement shall be construed to
limit or affect in any manner or to any extent the restrictions or prohibitions
that are applicable to the Advisor under the Consulting Agreement or the
duration of the thereof. Similarly, except as expressly provided otherwise in
this Agreement, nothing contained in the Consulting Agreement shall be construed
to limit or affect in any manner or to any extent the restrictions or
prohibitions that are applicable to the Advisor under this Agreement.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers to
execute and attest this Agreement, and the Grantee has executed this Agreement,
effective as of the Date of Grant.
DYADIC INTERNATIONAL, INC. GRANTEE:
By: Accepted:
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President Print Name:
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