EXHIBIT 4.10
WORLD DIAGNOSTICS, INC.
STOCK OPTION AGREEMENT
AGREEMENT made as of this ____ day of ________, 2002 ("Option Date"), by
and between WORLD DIAGNOSTICS, INC., a Delaware corporation (the "Company"), and
___________________, a ___________ corporation (the "Optionee").
WHEREAS, the Company wishes to grant to the Optionee options to purchase
shares of the Company's stock (the "Stock Options") upon the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing it is agreed as follows:
1. For ______ (the "Purchase Price") Optionee shall purchase from the
Company an option to purchase an aggregate of_______ shares of the Company's
Common Stock.
2. Upon payment of the Purchase Price, Optionee shall receive options
to purchase ________ shares of the Company's Common Stock exercisable at an
option price of $___ per share ("Option Price").
3. Optionee may purchase ______ shares of Common Stock granted hereunder
at any time prior to ______________ (the "Expiration Date"). The option
granted hereunder shall expire on the Expiration Date, and upon the expiration
of this Agreement Optionee shall no longer have any right to acquire under this
Agreement further shares of the Company's stock.
4. Subject to the provisions of this Agreement, this option may be
exercised by written notice to the Company stating the number of shares with
respect to which it is being exercised and accompanied by payment of the Option
Price (a) in currency, (b) by check, bank draft or cashier's check, or (c) in
any other form acceptable to the Company, together with payment of any Federal
income or other tax required to be withheld by the Company. As soon as
practicable after receipt of such notice and payment, the Company shall, without
transfer or issue tax or other incidental expense to the Optionee, deliver to
the Optionee at the offices of the Company, or, at the election of the Company,
by first -class insured mail addressed to the Optionee at his address shown in
the records of the Company, a certificate or certificates for shares of Common
Stock.
5. The Company may postpone the time of delivery of certificates for shares
of its Common Stock for such additional time as the Company shall deem necessary
or desirable to enable it to comply with the listing requirements of any
securities exchange upon which the Common Stock of the Company may be listed, or
the requirements of the Securities Act of 1933 or the Securities Exchange Act of
1934 or any rules or regulations of the Securities and Exchange Commission
promulgated thereunder or the requirements of applicable state laws relating to
authorization, issuance or sale of securities.
6. If the Optionee fails to accept delivery of the shares of Common
Stock of the Company under tender of delivery thereof, his right to exercise
this option with respect to such undelivered shares may be terminated.
7. The Optionee understands that the securities issued or to be issued
under the Agreement have not been registered pursuant to the Securities Act of
1933, as amended (the "Act"). The Optionee agrees:
(i) that the shares of the Company's Common Stock to be acquired
by it pursuant to the Plan are being acquired for investment purposes only, and
not with a view to, or for resale in connection with, any distribution of said
shares within the meaning of the Act; and
(ii) not to sell or otherwise dispose of the shares of the
Company's Common Stock in a manner that would cause issuance or subsequent sale
or disposal of such shares to be in violation of the Act; and further agrees to
indemnify and exonerate the Company against any loss, damage, liability or
expense, including, without limitation, reasonable counsel fees, arising from
any distribution of such shares in violation of the Act;
(iii) to execute any restrictive agreement, in accordance with the
terms of this Section 7, requested at any time by the Company; and
(iv) unless and until it is advised to the contrary in writing by
the Company, the shares of the Company's Common Stock shall be subject to, and
the stock certificates representing such shares (including shares issued on
subsequent transfers, direct or remote, other than those sold to the public in
conformity with the Act) will contain the following legend:
"The shares represented by this Certificate may not be sold or
transferred in the absence of an effective registration statement for
the shares under the Securities Act of 1933 or an opinion of counsel
for the Company that registration is not required under said Act."
8. As a material inducement to the Company to grant the Option to Optionee,
Optionee hereby represents and warrants that: (i) Optionee acknowledges that in
purchasing the securities it is relying solely upon the results of its own
investigation; (ii) Optionee is an Accredited Investor as the term is defined
under the Act; and (iii) Optionee has been afforded the opportunity to ask
questions of, and receive answers from the Company and has availed itself of
such opportunity to the extent it considers appropriate in order to permit
Optionee to evaluate the merits and risks of an investment in the Company.
9. If and to the extent that the number of issued common shares of the
Company shall be increased or reduced by a change in par value, split-up,
increase, reclassification, distribution of a dividend payable in shares, or the
like, the number of shares subject to option and the option price for them shall
be proportionately adjusted. If the Company is reorganized or consolidated or
merged with another corporation, Optionee shall be entitled to receive options
covering shares of such reorganized consolidated ro merged company in the same
proportion at an equivalent price, and subject to the same conditions. The new
option or assumption of the old portion shall not give Optionee additional
benefits which he did not have under the old option.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first written above.
COMPANY:
World Diagnostics, Inc., a Delaware corporation
_____________________________________
By:
Its:
(Corporate Seal) ATTEST:______________________________
OPTIONEE:
_______________, a __________ corporation
_____________________________________
By:
Its:
ATTEST:______________________________
