VioQuest Pharmaceuticals, Inc. Stock Option Agreement (Outside Director)
[Director
Name]
(Outside
Director)
This
Stock Option Agreement (the “Agreement”)
is
made and entered into as of the 13th day of June, 2008, between [ ]
(“Director”)
and
VioQuest Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
Background
A. Director
serves as a director of the Company and the Company desires to induce Director
to continue to serve as a director of the Company.
B. The
Company has adopted the 2003 Stock Option Plan (the “Plan”)
pursuant to which shares of common stock of the Company have been reserved
for
issuance under the Plan.
Now,
Therefore,
the
parties hereto agree as follows:
1. Incorporation
by Reference.
The
terms and conditions of the Plan, a copy of which has been delivered to
Director, are hereby incorporated herein and made a part hereof by reference
as
if set forth in full. In the event of any conflict or inconsistency between
the
provisions of this Agreement and those of the Plan, the provisions of the Plan
shall govern and control.
2. Grant
of Option; Purchase Price.
Subject
to the terms and conditions herein set forth, the Company hereby irrevocably
grants from the Plan to Director the right and option, hereinafter called the
“Option”,
to
purchase all or any part of an aggregate of One Hundred Thousand shares of
common stock, $.001 par value, of the Company (the “Shares”)
at the
price per Share set forth at the end of this Agreement after “Purchase
Price”.
3. Exercise
and Vesting of Option.
The
Option shall be exercisable only to the extent that all, or any portion thereof,
has vested in the Director. The right to purchase the Shares subject to the
Option shall vest pro rata in three annual installments beginning on the date
of
this Agreement and continuing each year thereafter until the Option is fully
vested, as set forth in the following schedule (each such date is hereinafter
referred to singularly as a “Vesting
Date”
and
collectively as “Vesting
Dates”):
|
Total
Shares Subject
to
Vesting Date
|
Vesting
Date
|
|
|
33,334
|
June
13, 2008
|
|
|
33,333
|
June
13, 2009
|
|
|
33,333
|
June
13, 2010
|
Notwithstanding
the foregoing, this Option shall immediately vest in its entirety upon the
occurrence of a Change of Control (as defined below). For purposes of this
Paragraph 3, a “Change
of Control”
means
(i) the acquisition, directly or indirectly, following the date hereof by any
person (as such term is defined in Section 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended), in one transaction or a series of related
transactions, of securities of the Company representing in excess of fifty
percent (50%) of the combined voting power of the Company’s then outstanding
securities if such person or his/her/its affiliate(s) do not own in excess
of
fifty percent (50%) of such voting power on the date of this Agreement,
provided, however, that a Change of Control shall not include any transaction
or
series of related transactions effected primarily for capital raising purposes;
or (ii) the disposition by the Company (whether direct or indirect, by sale
of
assets or stock, merger, consolidation or otherwise) of all or substantially
all
of its business and/or assets in one transaction or series of related
transactions (other than a merger effected exclusively for the purpose of
changing the domicile of the Company), provided, however, that a Change of
Control shall not include any merger, consolidation or other transaction (or
series of related transactions) in which, following such transaction, the
stockholders of the Company immediately prior to such transaction continue
to
own in excess of fifty percent (50%) of the combined voting power of the
surviving or resulting entity.
4. Term
of Option.
Except
as otherwise provided in this Agreement, the Option shall be exercisable for
ten
(10) years from the date of this Agreement; provided,
however,
that in
the event Director resigns, retires, is removed or in any other manner ceases
being a director of the Company, for any reason or no reason, with or without
cause, Director or his/her legal representative shall have ninety (90) days
from
the date of such termination of his/her position as a director to exercise
all
or any part of the Option. Upon the expiration of such ninety (90) day period,
or, if earlier, upon the expiration date of the Option as set forth above,
the
Option shall terminate and become null and void.
5. Rights
of Option Holder.
Director, as holder of the Option, shall not have any of the rights of a
stockholder with respect to the Shares covered by the Option except to the
extent that one or more certificates for such Shares shall be delivered to
him
or her upon the due exercise of all or any part of the Option.
6. Transferability.
The
Option shall not be transferable except to the extent permitted by the
Plan.
7. Securities
Law Matters.
Director acknowledges that the Shares to be received by him or her upon exercise
of the Option may have not been registered under the Securities Act of 1933
or
the Blue Sky laws of any state (collectively, the “Securities
Acts”).
If
such Shares have not been so registered, Director acknowledges and understands
that the Company is under no obligation to register, under the Securities Acts,
the Shares received by him or her or to assist him or her in complying with
any
exemption from such registration if he or she should at a later date wish to
dispose of the Shares. Director acknowledges that if not then registered under
the Securities Acts, the Shares shall bear a legend restricting the
transferability thereof, such legend to be substantially in the following
form:
“The
shares represented by this certificate have not been registered or qualified
under federal or state securities laws. The shares may not be offered for sale,
sold, pledged or otherwise disposed of unless so registered or qualified, unless
an exemption exists or unless such disposition is not subject to the federal
or
state securities laws, and the Company may require that the availability or
any
exemption or the inapplicability of such securities laws be established by
an
opinion of counsel, which opinion of counsel shall be reasonably satisfactory
to
the Company.”
8. Director
Representations.
Director hereby represents and warrants that Director has reviewed with his
or
her own tax advisors the federal, state, and local tax consequences of the
transactions contemplated by this Agreement. Director is relying solely on
such
advisors and not on any statements or representation of the Company or any
of
its agents. Director understands that he or she will be solely responsible
for
any tax liability that may result to him or her as a result of the transactions
contemplated by this Agreement. The Option, if exercised, will be exercised
for
investment and not with a view to the sale or distribution of the Shares to
be
received upon exercise thereof.
2
9. Notices.
All
notices and other communications provided in this Agreement will be in writing
and will be deemed to have been duly given when received by the party to whom
it
is directed at the following addresses:
|
If
to the Company:
|
If
to Director:
|
|
______________________
|
|
|
000 Xxxxx Xxxx Xxxx, Xxxxx 000
|
______________________
|
|
Xxxxxxx Xxxxx,
XX 00000
|
______________________
|
|
Attn:
Chief Executive Officer
|
11. General.
(a) The
Option is granted pursuant to the Plan and is governed by the terms thereof.
The
Company shall at all times during the term of the Option reserve and keep
available such number of Shares as will be sufficient to satisfy the
requirements of this Agreement.
(b) Nothing
herein expressed or implied is intended or shall be construed as conferring
upon
or giving to any person, firm, or corporation other than the parties hereto,
any
rights or benefits under or by reason of this Agreement.
(c) Each
party hereto agrees to execute such further documents as may be necessary or
desirable to effect the purposes of this Agreement.
(d) This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original, but all of which shall constitute one and the same
agreement.
(e) This
Agreement, in its interpretation and effect, shall be governed by the laws
of
the State of Delaware applicable to contracts executed and to be performed
therein.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
|
Number
of Shares: 100,000
|
DIRECTOR:
|
|
|
Exercise
Price: $0.54
/share
|
||
|
Name:
|
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|
By:
|
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|
Its:
|
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