RxELITE, INC. 2007 INCENTIVE STOCK PLAN STOCK OPTION AWARD AGREEMENT
STOCK
OPTION AWARD AGREEMENT
Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Award Agreement.
I. |
NOTICE
OF STOCK OPTION GRANT
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Name: __________
You
have
been granted an option to purchase Common stock of the Company, subject to
the
terms and conditions of the Plan and this Award Agreement, as
follows:
Date
of Grant
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Vesting
Commencement Date
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Exercise
Price per Share
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Total
Number of Shares Granted
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Total
Exercise Price
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Type
of Option
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Incentive
Stock Option
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Non-Qualified
Stock Option
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Term/Expiration
Date
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Vesting
Schedule:
This
Option may be exercised, in whole or in part, in accordance with the following
schedule:
Termination
period:
This
Option will be exercisable for thirty (30) days after Optionee ceases to
be a
Service Provider to the extent it has vested as of such date; provided, however,
that if Optionee ceases to be a Service Provider as the result of his or
her
death or Disability, this Option may be exercised for one (1) year after
Optionee ceases to be a Service Provider to the extent it has vested as of
such
date. In no event may Optionee exercise this Option after the Term/Expiration
Date as provided above.
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II. |
AGREEMENT
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1. |
Grant
of Option.
The Plan Administrator of the Company hereby grants to the Optionee
named
in the Notice of Grant as Part I of this agreement (the “Optionee”)
an option (the “Option”)
to purchase the number of Shares, as set forth in this Notice of
Grant, at
the exercise price per share set forth in the Notice of Grant (the
“Exercise
Price”),
subject to the terms and conditions of the Plan, which in incorporated
herein by reference. Subject to Section 17(c) of the Plan, in the
event of
a conflict between the terms and conditions of the Plan and the terms
and
conditions of this Award Agreement, the terms and conditions of the
Plan
shall prevail.
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If
designated in the Notice of Grant as an Incentive Stock Option (“ISO”),
this
Option is intended to qualify as an Incentive Stock Option under Section
422 of
the Code. However, if this Option is intended to be an Incentive Stock Option,
to the extent that it exceed the $100,000 rule of Code Section 422(d), it
shall
be treated as a Non-Qualified Stock Option (“NQSO”).
2. |
Exercise
of Option.
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(a) |
Right
to Exercise.
This Option is exercisable during its term in accordance with the
Vesting
Schedule set out in the Notice of Grant and the applicable provisions
of
the Plan and this Award Agreement.
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(b) |
Method
of Exercise.
This Option is exercisable by delivery of an exercise notice, in
the form
attached as Exhibit
A
(the “Exercise
Notice”),
which shall state the election to exercise the Option, the number
of
Shares in respect of which the Option is being exercise (the “Exercised
Shares”),
and such other representations and agreements as may be required
by the
Company pursuant to the provisions of the Plan. The Exercise Notice
shall
be completed by the Optionee and delivered to the Secretary of the
Company. The Exercise Notice shall be accompanied by payment of the
aggregate Exercise Price as to all Exercised Shares, together with
any
applicable withholding taxes. This Option shall be deemed to be exercised
upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price, together with any applicable
withholding taxes.
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No
Shares
shall be issued pursuant to the exercise of this Option unless such issuance
and
exercise complies with Applicable Laws. Assuming such compliance, for income
tax
purposes the Exercised Shares shall be considered transferred to the Optionee
on
the date the option is exercised with respect to such Exercised
Shares.
3. |
Method
of Payment.
Payment of the aggregate Exercise Price shall be by any of the following,
or a combination thereof, at the election of the
Optionee:
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(a) |
Cash;
or
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(b) |
Check;
or
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(c) |
Consideration
received by the Company under a cashless exercise program implemented
by
the Company in connection with the Plan;
or
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(d) |
With
the Administrator’s consent, surrender of other, provided Xxxxxx acquired
from the Company (i) have been vested and owned by the Optionee for
more
than six (6) months on the date of surrender, AND (ii) have a Fair
Market
Value on the date of surrender equal to the aggregate Exercise Price
of
the Exercised Shares.
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4. |
Non-Transferability
of Option.
This Option may not be transferred in any manner otherwise than by
will or
by the laws of descent or distribution and may be exercised during
the
lifetime of Optionee only by the Optionee. The terms of the Plan
and this
Award Agreement shall be binding upon the executors, administrators,
heirs, successors, and assigns of the
Optionee.
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5. |
Term
of Option.
This Option may be exercised only within the term set out in the
Notice of
Grant, and may be exercised during such term only in accordance with
the
Plan and the terms of this Award
Agreement.
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6. |
Tax
Obligations.
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(a) |
Withholding
Taxes.
Optionee agrees to make appropriate arrangements with the Company
(or the
Parent or Subsidiary employing or retaining Optionee) for the satisfaction
of all Federal, state, local, and foreign income and employment tax
withholding requirements applicable to the Option exercise. Optionee
acknowledges and agrees that the Company may refuse to honor the
exercise
and refuse to deliver Shares if such withholding amounts are not
delivered
at the time of exercise.
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(b) |
Notice
of Disqualifying Disposition of ISO Shares.
If the Option granted to Optionee herein is an ISO, and if Optionee
sells
or otherwise disposes of any of the Shares acquired pursuant to the
ISO on
or before the later of (1) the date two years after the Date of Grant,
or
(2) the date one year after the date of exercise, the Optionee will
immediately notify the Company in writing of such disposition. Optionee
agrees that Optionee may be subject to income tax withholding by
the
Company on the compensation income recognized by the
Optionee.
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7. |
Entire
Agreement; Governing Law.
The Plan is incorporated herein by reference. The Plan and this Award
Agreement constitute the entire agreement of the parties with respect
to
the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect
to
the subject matter hereof, and may not be modified adversely to the
Optionee’s interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive
laws, but
not the choice of law rules, of Idaho.
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8. |
No
Guarantee of Continued Service.
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT
TO
THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN
DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS A
SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL,
AND
SHALL NOT INTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO
TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH
OR WITHOUT CAUSE.
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By
Optionee’s signature and the signature of the Company’s representative below,
Optionee and the Company agree that this Option is granted under and governed
by
the terms and conditions of the Plan and this Award Agreement. Optionee has
reviewed the Plan and this Award Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Award
Agreement and wholly understands all provisions of the Plan and Award Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the
Plan
and Award Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.
OPTIONEE: | RxELITE, INC. | |
Signature
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By
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Print
Name
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Title:
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By
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Residence
Address
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Title:
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