STOCK OPTION PLAN AGREEMENT
---------------------------
Between:
--------
BIO LIFE LABS, INC. f/k/a
TECSCAN INTERNATIONAL, INC.
---------------------------
And:
----
---------------------------
"Optionee"
Bio Life Labs, Inc.
00 Xxxxxxx
Xx Xxxx, XX 00000
STOCK OPTION PLAN AGREEMENT
THIS STOCK OPTION PLAN AGREEMENT (the "Agreement") is made and entered into
to be effective as of the ________________________________ (the "Date of
Grant").
BETWEEN:
BIO LIFE LABS, INC. f/k/a
TECSCAN INTERNATIONAL, INC.,
---------------------------
a corporation incorporated under the laws of the State of Nevada, and
having an address for notice and delivery located at:
00 Xxxxxxx
Xx Xxxx, XX 00000
(the "Company");
OF THE FIRST PART
AND:
16
-------------------------------------------------------------- ,
an individual whose address for notice and delivery located at:
(address)
(address)
(the "Optionee").
OF THE SECOND PART
WITNESSETH:
-----------
WHEREAS, effective as of __________ __, 200_, the Board of Directors of the
Company determined that the Optionee should receive an option to purchase shares
of the Company's common stock (the "Common Stock") in order to provide the
Optionee with an opportunity for investment in the Company and additional
incentive to pursue the success of the Company, said option to be for the number
of shares, at the price per share and on the terms as set forth in this
Agreement;
AND, WHEREAS, the Optionee desires to receive an option on the terms and
conditions set forth in this Agreement;
NOW, THEREFORE, the parties to this Agreement agree as follows:
1. Grant of Option.
------------------
The Company hereby grants to the Optionee, as a matter of separate
agreement and not in lieu of salary or any other compensation for service, the
right and option (the "Option") to purchase all or any part of an aggregate of
_______ shares of the authorized and unissued $0.001 par value Common Stock of
the Company (collectively, the "Option Shares") pursuant to the terms and
conditions as set forth in this Agreement.
2. Option Price.
----------------
At any time when shares are to be purchased pursuant to the Option, the
purchase price for each Option Share shall be $_____ (the "Option Price").
3. Option Period.
-----------------
The option period with respect to all of the Option Shares shall commence
from the Date of Grant and shall terminate three years from the Date of Grant,
unless terminated earlier as provided in this Agreement. If the Optionee's
employment is terminated for any reason other than death or for cause, any
options granted to the Optionee that have not been exercised shall terminate
immediately or shall terminate, at the sole discretion of the Company, within up
to 90 calendar days after the effective date of such termination and shall be
exercisable during such 90-day period only to the extent they were exercisable
on the effective date of termination. If the Optionee's employment terminates
because of death, the Option may be exercised by the Optionee's estate in full
for one year after such death; provided, always, that payment is tendered within
one year after the date of death. If the Optionee's employment is terminated for
cause, any unexercised portion of the Option shall immediately expire.
17
4. Exercise of Option.
----------------------
(a) The Option may be exercised by delivering to the Company:
(i) a Notice and Agreement of Exercise of Option (the "Notice and
Agreement of Exercise of Option"), substantially in the form attached
hereto as Exhibit "A," specifying the number of Option Shares with respect
to which the Option is exercised, and
(ii) full payment of the Option Price for such shares, either in cash
or by cashier's check, or a combination thereof.
(b) Promptly upon receipt of the Notice and Agreement of Exercise of Option
and the full payment of the Option Price by the Optionee (including payment or
provision for payment of any applicable withholding or similar taxes), the
Company shall deliver to the Optionee a properly executed certificate or
certificates representing the Option Shares being purchased.
5. Securities Laws Requirements.
--------------------------------
No Option Shares shall be issued unless and until, in the opinion of the
Company, any applicable registration requirements of the Securities Act of 1933,
as amended (the "Securities Act"), any applicable listing requirements of any
securities exchange on which stock of the same class has been listed and any
other requirements of law or any regulatory bodies having jurisdiction over such
issuance and delivery have been fully complied with. Pursuant to the terms of
the Notice and Agreement of Exercise of Option that shall be delivered to the
Company upon each exercise of the Option, the Optionee, and the Optionee's
designate, if applicable, shall acknowledge, represent, warrant and agree as
follows:
(a) all Option Shares shall be acquired solely for the account of the
Optionee, or for the account of the Optionee's designate, if applicable,
for investment purposes only and with no view to their resale or other
distribution of any kind;
(b) no Option Shares shall be sold or otherwise distributed in
violation of the Securities Act or any other applicable federal or state
securities laws;
(c) if the Optionee, or the Optionee's designate, if applicable, is
subject to reporting requirements under Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Optionee, or the
Optionee's designate, if applicable, shall:
18
(i) be aware that the grant of the Option to purchase Option Shares is
an event that may require reporting on Forms 3, 4 or 5 under Section 16(a)
of the Exchange Act;
(ii) be aware that any sale by him or his immediate family of the
Company's Common Stock or of any of the Option Shares within six months
before or after any grant or exercise of the Option may create liability
for her under Section 16(b) of the Exchange Act;
(iii) consult with his counsel regarding the application of Section
16(b) of the Exchange Act prior to any exercise of the Option, and prior to
any sale of the Company's Common Stock or the Option Shares within six
months after any grant or exercise of the Option;
(iv) assist the Company with the filing of the applicable Forms 3, 4
or 5 with the Securities and Exchange Commission; and
(v) timely file all reports required under the federal securities
laws;
(d) the Optionee, or the Optionee's designate, if applicable, shall
report all sales of Option Shares to the Company in writing on a form
prescribed by the Company; and
(e) if any of the Option Shares are being acquired solely for the
account of the Optionee's designate, each of the Optionee and the
Optionee's designate is either a consultant or advisor to the Company, the
Optionee is under privity of contract or arrangement with the Company and
each of the Optionee and the Optionee's designate, in such capacity, has
rendered bona fide services to the Company that include, but are not
limited to, financial, administrative and/or managerial services; provided
that neither the Optionee nor the Optionee's designate rendered or renders
services, directly or indirectly, to promote or maintain a market for the
Company's securities and, furthermore, provided that no such services were
rendered or are being rendered in connection with the offer or sale of
securities in a capital-raising transaction on behalf of the Company;
failing any of which any Option Shares acquired hereunder may not be or may
not have been registerable under the Securities Act and may not be sold
unless they are sold pursuant to an exemption from registration under the
Securities Act.
The foregoing restrictions or notice thereof shall be placed on the
certificates representing the Option Shares purchased pursuant to the Option and
the Company may refuse to issue the certificates or to transfer the shares on
its books unless it is satisfied that no violation of such restrictions will
occur.
19
6. Transferability of Option.
-----------------------------
The Option shall not be transferable except by will or the laws of descent
and distribution, and any attempt to do so shall void the Option. During the
Optionee's lifetime, the Option is exercisable only by the Optionee; however,
and in accordance with the provisions hereof, any Option Shares being acquired
hereunder may, at the prior direction of the Optionee, be acquired by the
Optionee or by the Optionee's designate.
7. Adjustment by Stock Split, Stock Dividend, Etc.
--------------------------------------------------
If at any time the Company increases or decreases the number of its
outstanding shares of Common Stock, or changes in any way the rights and
privileges of such shares, by means of the payment of a stock dividend or the
making of any other distribution on such shares payable in its Common Stock, or
through a stock split or subdivision of shares, or a consolidation or
combination of shares, or through a reclassification or recapitalization
involving its Common Stock, the numbers, rights and privileges of the shares of
Common Stock included in the Option shall be increased, decreased or changed in
like manner as if such shares had been issued and outstanding, fully paid and
non-assessable at the time of such occurrence.
8. Merger or Consolidation.
---------------------------
(a) Effect of transaction. Upon the occurrence of any of the following
events, if the notice required by paragraph 8(b) hereinbelow has been given, the
Option shall automatically terminate and be of no further force or effect
whatsoever:
(i) the dissolution or liquidation of the Company;
(ii) the appointment of a receiver for all, or substantially all, of
the Company's assets or business;
(iii) the appointment of a trustee for the Company after a petition
has been filed for the Company's reorganization under applicable statutes;
or
(iv) the sale, lease or exchange of all, or substantially all, of the
Company's assets and business.
20
(b) Notice of such occurrence. At least 30 days' prior written notice of
any event described in paragraph 8(a) hereinabove, except the transactions
described in subparagraphs 8(a)(ii) and (iii) as to which no notice shall be
required, shall, at the Company's option, be given by the Company to the
Optionee. After receipt of such notice, the Optionee may, at any time before the
occurrence of the event requiring the giving of notice, exercise the unexercised
portion of the Option as to all of the shares covered thereby. Such notice shall
be deemed to have been given when delivered personally to the Optionee or
pursuant to the provisions of paragraph 11 of this Agreement. If no such notice
shall be given with respect to a transaction described in subparagraphs 8(a)(i),
(ii) or (iv), the provisions of paragraph 8(a) shall not apply and the Option
shall not terminate upon the occurrence of such transaction.
9. Common Stock to Be Received upon Exercise.
---------------------------------------------
The Optionee understands that the Company is under no obligation to
register the Option Shares under the Securities Act, and that, in the absence of
any such registration, the Option Shares cannot be sold unless they are sold
pursuant to an exemption from registration under the Securities Act. The Company
is under no obligation to comply, or to assist the Optionee in complying with,
any exemption from such registration requirement, including supplying the
Optionee with any information necessary to permit routine sales of the Option
Shares under Rule 144 of the Securities and Exchange Commission (the "Rule").
The Optionee also understands that, with respect to the Rule, routine sales of
securities made in reliance upon such Rule only can be made in limited amounts
in accordance with the terms and condition of the Rule, and that in cases in
which the Rule is inapplicable, compliance with either Regulation A or another
disclosure exemption under the Securities Act will be required. Thus, the Option
Shares will have to be held indefinitely in the absence of registration under
the Securities Act or an exemption from registration.
Furthermore, the Optionee fully understands that the Option Shares have not
been registered under the Securities Act and that they will be issued in
reliance upon an exemption that is available only if Optionee, or the Optionee's
designate, if applicable, acquires such shares for investment and not with a
view to distribution. The Optionee is familiar with the phrase "acquired for
investment and not with a view to distribution" as it relates to the Securities
Act and the special meaning given to such term in various releases of the
Securities and Exchange Commission.
10. Privilege of Ownership.
---------------------------
The Optionee and the Optionee's designate shall not have any of the rights
of a shareholder with respect to the Option Shares covered by the Option except
to the extent that one or more certificates for such Option Shares shall be
delivered to them upon exercise of the Option.
11. Notices.
------------
Any notices required or permitted to be given under this Agreement shall be
in writing and they shall be deemed to be given upon receipt by sender or
sender's return receipt for acknowledgment of delivery of said notice by postage
prepaid, registered mail. Such notice shall be addressed to the party to be
notified as shown below:
The Company: Bio Life Labs, Inc.
00 Xxxxxxx
Xx Xxxx, XX 00000; and
The Optionee: At the address listed below the name on the
front page of this Agreement.
Either party may change its or her address for purposes of this paragraph
by giving the other party written notice of the new address in the manner set
forth above.
21
12. General Provisions.
-----------------------
(a) Amendments. This Agreement may not be amended nor may any rights
hereunder be waived except by an instrument in writing signed by the party
sought to be charged with such amendment or waiver.
(b) Proper law. This Agreement shall be construed in accordance with, and
governed by, the laws of the State of Nevada.
(c) Time of the essence. Time shall be of the essence of this Agreement.
(d) Gender. All pronouns contained herein and any variations thereof shall
be deemed to refer to the masculine, feminine or neuter, singular or plural as
the identity of the parties hereto may require.
(e) Entire agreement. The provisions contained herein constitute the entire
agreement between the parties hereto and supersede all previous understandings
and agreements with respect to the granting of the within Option.
(f) Inurement. This Agreement shall inure to the benefit of and bind the
parties hereto and shall, to the extent hereinbefore provided, inure to the
parties' respective heirs, executors, successors, administrators and assigns.
(g) Approvals. This Agreement is or may be subject to the prior approval of
all regulatory authorities having jurisdiction over the Company where required
by the laws, regulations and bylaws to which the Company is subject, and, where
not already obtained, is or may be subject, prior to exercise of the Option, to
the approval by the shareholders of the Company to the granting of options in
the capital stock of the Company.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the day and year first above written.
BIO LIFE LABS, INC.
By:
-------------------------------------------------
Authorized Signatory
Attached to and incorporated in that certain Stock Option Plan Agreement dated
_______ __, 200_, between Bio Life Labs, Inc., Inc., and _____________________.
SIGNED, SEALED and DELIVERED by
-----------------------------------------
the Optionee herein, in the presence of:
----------------------------------------- -----------------------------------
Witness Signature
-----------------------------------------
Witness Address
-----------------------------------------
Witness Name and Occupation
22
EXHIBIT A
TO: BIO LIFE LABS, INC.
STOCK OPTION PLAN AGREEMENT
NOTICE AND AGREEMENT OF EXERCISE OF OPTION
The Optionee hereby exercises its Bio Life Labs, Inc. Stock Option
dated _________ ___, 200_, as to shares of Bio Life Labs, Inc. Common
Stock (each an "Option Share").
Enclosed are the documents and payment specified in paragraph 4 of the
Optionee's Stock Option Plan Option Agreement.
The Optionee, and the Optionee's designate, if applicable, understands that
no Option Shares will be issued unless and until, in the opinion of Tecscan
International, Inc. (the "Company"), any applicable registration requirements of
the Securities Act of 1933, as amended (the "Securities Act"), exchange on which
stock of the same class is then listed, and any other requirements of law or any
regulatory bodies having jurisdiction over such issuance and delivery, shall
have been fully complied with. The Optionee, and the Optionee's designate, if
applicable, hereby acknowledges, represents, warrants and agrees, to and with
the Company as follows:
(a) the Option Shares that the Optionee, or the Optionee's designate, if
applicable, is purchasing are being acquired for the Optionee's, or for the
Optionee's designate's, if applicable, own account for investment purposes only
and with no view to their resale or other distribution of any kind, and no other
person (except if the Optionee, or the Optionee's designate, if applicable, is
married, that person's spouse) will own any interest therein;
(b) the Optionee, or the Optionee's designate, if applicable, will not sell
or dispose of the Option Shares in violation of the Securities Act or any other
applicable federal or state securities laws;
(c) if and so long as the Optionee, or the Optionee's designate, if
applicable, is subject to the reporting requirements under Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Optionee,
and the Optionee's designate, if applicable, recognizes that any sale by the
Optionee, or by the Optionee's designate, if applicable, or their respective and
immediate families, of the Company's common stock within six months before or
after any grant or exercise of the Optionee's Stock Option may create liability
for the Optionee, or for the Optionee's designate, if applicable, under Section
16(b) of the Exchange Act ("Section 16(b)");
(d) the Optionee, and the Optionee's designate, if applicable, has
consulted with the Optionee's, and the Optionee's designate's, if applicable,
counsel regarding the application of Section 16(b) to this exercise of the
Optionee's stock Option;
(e) the Optionee, and the Optionee's designate, if applicable, will consult
with their respective counsel regarding the application of Section 16(b) before
the Optionee, or the Optionee's designate if applicable, makes any sale of the
Company's common stock, including the Option Shares, within six months after the
date of this agreement;
23
(f) the Optionee, and the Optionee's designate, if applicable, will report
all sales of Option Shares to the Company in writing on a form prescribed by the
Company;
(g) the Optionee, and the Optionee's designate, if applicable, will assist
the Company in the filing of and will timely file all reports that the Optionee,
or the Optionee's designate, if applicable, may be required to file under the
federal securities laws;
(h) the Optionee, and the Optionee's designate, if applicable, agrees that
the Company may, without liability for its good faith actions, place legend
restrictions upon the Option Shares and issue "stop transfer" instructions
requiring compliance with applicable securities laws and the terms of the
Optionee's Stock Option; and
(i) if any of the Option Shares are being acquired solely for the account
of the Optionee's designate, each of the Optionee and the Optionee's designate
is either a consultant or advisor to the Company, the Optionee is under privity
of contract or arrangement with the Company and each of the Optionee and the
Optionee's designate, in such capacity, has rendered bona fide services to the
Company that include, but are not limited to, financial, administrative and/or
managerial services; provided that neither the Optionee nor the Optionee's
designate rendered or renders services, directly or indirectly, to promote or
maintain a market for the Company's securities and, furthermore, provided that
no such services were rendered or are being rendered in connection with the
offer or sale of securities in a capital-raising transaction on behalf of the
Company; failing any of which any Option Shares acquired hereunder may not be or
may not have been registerable under the Securities Act and may not be sold
unless they are sold pursuant to an exemption from registration under the
Securities Act.
The foregoing restrictions or notice thereof shall be placed on the
certificates representing the Option Shares purchased pursuant to the Stock
Option and the Company may refuse to issue the certificates or to transfer the
Option Shares on its books unless it is satisfied that no violation of such
restrictions will occur.
The number of Option Shares specified above are to be issued in the
following registration manner as directed by the Optionee and, if applicable, to
the Optionee's designate as set forth hereinbelow:
Registration respecting the Optionee (must be completed by the Optionee):
-------------------------------------------------------------------------
--------------------------------------- ---------------------------------
(Print Optionee's name) (Optionee's signature)
--------------------------------------- ---------------------------------
(Optionee - Print name of spouse (Address for Optionee)
if you wish joint registration)
---------------------------------
Attached to the Notice and Agreement of Exercise of Option granted pursuant to
the Bio Life Labs, Inc., Stock Option Plan.
Registration respecting the Optionee's designate (complete if applicable only):
-------------------------------------------------------------------------------
--------------------------------------- ----------------------------------
(Print Optionee's designate's name) (Optionee's designate's signature)
--------------------------------------- ----------------------------------
Optionee's designate - Print name of (Address for Optionee's designate)
spouse if you wish joint registration)
----------------------------------
--------------------------------------------------------------------------------
24
