Exhibit 10.1
XENOMICS, INC.
--------------
STOCK OPTION GRANT AGREEMENT
FOR NONSTATUTORY STOCK OPTIONS
Xenomics, Inc., a Florida corporation (the "COMPANY") does hereby grant
to L. XXXXX XXXXX (the "Optionee"), an option (the "OPTION"), that is NOT
intended to qualify as an incentive stock option ("ISO") pursuant to Section
422(b) of the Internal Revenue Code, to purchase shares of the Company's common
stock ("Stock") in the number and subject to terms and conditions of this Stock
Option Grant Agreement (the "GRANT AGREEMENT"), the Company's 2004 Stock Option
Plan (the "PLAN") and the Terms of Option Agreement for Nonstatutory Stock
Options (the "OPTION AGREEMENT"). The provisions of the Plan and the Option
Agreement are incorporated herein by reference, and copies of the Plan and
Option Agreement have been given to Optionee. The following are the general
terms of the Option for shares of Stock ("OPTION SHARES") granted to Optionee by
this Grant Agreement.
The grant date of the Option ("GRANT DATE") is JUNE 24, 2004.
The number of Option Shares granted to Optionee is 1,012,500 shares of
Stock.
The exercise price ("EXERCISE PRICE") at which Optionee can purchase
Option Shares is $1.25 per share.
This Option will be immediately vested.
The Option shall expire, and be of no further force or effect, on the
earlier of the tenth anniversary of the Grant Date or, except in the
event of Involuntary Termination, four years after Optionee ceases to
serve as a Consultant to the Company under the Consulting Agreement.
Net Exercise is available to Optionee.
Special Provisions are not set forth on Schedule A hereto.
The Optionee represents that he/she is familiar with the terms and
provisions of the Option Agreement, including the Unvested Share Repurchase
Option, and hereby accepts this Option subject to all of the terms and
provisions thereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board upon any questions
arising under the Option. The Optionee acknowledges receipt of a copy of the
Plan.
OPTIONEE XENOMICS, INC.
------------------------ By:
---------------
Address: Its:
----------------- --------------
------------------------
2
