Exhibit 2.7
NON QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of May 27, 2005 by and between
MINRAD INTERNATIONAL, INC., a Delaware corporation, (the "Company") and Xxxxx
Xxxxx (the "Optionee").
WHEREAS, the Company has the adopted MINRAD INTERNATIONAL,
INC. 2004 Stock Option Plan (the "Plan"); and
WHEREAS, the Plan provides for (1) grants of options in
exchange for options previously outstanding under the Minrad Inc. 1996 Stock
Option Plan as required by the Merger Agreement and Plan of Exchange between the
Company and Minrad Inc., and for (2) grants of new options to persons otherwise
eligible under the Plan; and
WHEREAS, the Company desires to grant to the optionee one or
more Non Qualified Stock Options under the Plan to acquire an aggregate of
25,000 shares of common stock of the Company, $.0l par value per share (the
"Stock"), either in exchange for outstanding options under the Minrad Inc. 1996
Stock Option Plan or as options issued for the first time, on the terms set
forth below.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions.
Capitalized terms not otherwise defined herein shall have the
meaning set forth in the Plan.
2. Grant of Options
Indicate terms that apply.
(a) _X_ In exchange for an equal number of Options under
the same terms that were previously issued to the
Optionee under the Minrad Inc. 1996 Stock Option Plan
on December 1, 2004, the Optionee is hereby granted
one or more Non Qualified Stock options as indicated
under Section 4 (the "Options") to purchase an
aggregate of 25,000 shares of Stock, pursuant to the
terms of this Agreement and the provisions of the
Plan.
(b) ___ The Optionee is hereby granted one or more Non
Qualified Stock options as indicated under Section 4
(the "Options") to purchase and aggregate of <>, pursuant to the terms of this Agreement.
3. Option Price.
The exercise price of the Options shall be $1.95 per share of
Stock issuable pursuant to the exercise thereof.
4. Conditions to Exercisability.
The Options shall become exercisable with respect to the
shares of Stock covered by the Option as follows:
Last Exercise/
Number of Shares First Exercise Date Expiration Date
---------------- ------------------- ---------------
25,000 January 1, 2006 December 31, 2010
5. Period of Options.
The Options shall expire on the earliest to occur of:
(a) The fifth anniversary of the date each Option first becomes
exercisable under this Agreement;
(b) If the Optionee is an employee of the Company, one (1) month
following termination of the Optionee's employment with or
service to the Company (as the case may be) for any reason
other than death or permanent and total disability within the
meaning of Section 22(e)(3) of the Code (or any successor
provision);
(c) If the Optionee is an employee of the Company, one (1) year
following termination of the Optionee's employment with or
service to the Company by reason of the Optionee's death or by
reason of the Optionee becoming permanently and totally
disabled within the meaning of Section 22(e)(3) of the Code (or
any successor provision). In the event of the death of the
Optionee, the executors, administrators, legatees or
distributees of the estate of the Optionee, and in the event of
the Optionee's permanent and total disability (as defined
above), the guardian or legal representatives of the Optionee,
shall have the right to exercise the Options in accordance with
paragraph 6 hereof. In the event the Options are exercised by
the executors, administrators, legatees or distributees of the
estate of the Optionee, or the guardian or legal representative
of the Optionee, the Company shall be under no obligation to
issue shares of Stock hereunder unless and until the Company is
satisfied that the person (or persons) exercising the Options
is the duly appointed executor or administrator or the proper
legatee or distributed of the estate of the Optionee, or duly
appointed guardian or legal representative of the Optionee, as
the case may be.
6. Exercise of Options.
(a) The Options shall be exercised with respect to that portion or
all of the Options that shall have become exercisable in the
following manner. The Optionee shall deliver to the Company
written notice specifying the number of shares of Stock which
the Optionee elects to purchase. The Optionee must include with
such notice full payment of the exercise price for the Stock
being purchased pursuant to such notice. Payment of the
exercise price must be made in cash or in shares of Stock
having a Fair Market value equal to such Option price or in a
combination of cash and Stock. In lieu of full payment of the
exercise price in cash, upon request of the Optionee, the
Company may, in its discretion, allow Optionee to exercise the
Options or a portion thereof through a cashless exercise
procedure described in the Plan. On exercise of the Options, if
the Company is required by law to withhold for the payment of
taxes arising with respect to such exercise, such notice of
exercise shall also be accompanied by payment in cash or in
shares of Stock already owned of the amount of any taxes, which
are required by law to be so withheld.
(b) Upon the disposition of shares of Stock acquired pursuant to
the exercise of the Options, the Company shall have the right
to require the payment of the amount of any taxes, which are
required by law to be withheld with respect to such
disposition, if any.
(c) The Optionee will not be deemed to be a holder of any shares of
Stock pursuant to exercise of Options until the date of the
issuance of a stock certificate for such shares and until such
shares shall have been paid for in full.
7. Requirements of Law.
By accepting the Options, the Optionee represents and agrees for the
Optionee and his or her transferees by will or the laws of descent and
distribution that, unless a registration statement under the Securities
Act of 1933, as amended, is in effect as to shares of Stock purchased upon
the exercise of the Options, (a) any and all shares so purchased shall be
acquired for the Optionee's personal account and not with a view to or for
the sale in connection with any distribution and (b) any certificate or
certificates for shares of Stock purchased upon exercise of the Options
may contain a legend, in form and content acceptable to the Company,
setting forth the restricted nature of such shares of Stock. No
certificate or certificates for shares of Stock purchased upon exercise of
this Options shall be issued and delivered unless and until, in the
opinion of legal counsel for the Company, such shares may be issued and
delivered without causing the Company to be in violation of or incur any
liability under federal, state or other securities law or any other
requirement of law of any regulatory body having jurisdiction over the
Company.
8. Notices.
Any notice to be given hereunder shall be in writing and shall be
deemed given when delivered personally, sent by courier or telecopy or
registered or certified mail, postage prepaid, return receipt requested,
addressed to the party concerned at the address indicated below or to such
other address as such party may subsequently give notice of hereunder in
writing:
To Optionee at: 00 Xxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
To the Company at: MINRAD INTERNATIONAL INC.
000 Xxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx
Phone: (000) 000-0000 x000
Fax: (000) 000-0000
With a copy to: Xxxxxxx, Xxxx, Xxxxxxx, Xxxxx & Goodyear LLP
0000 Xxx X&X Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxx, Xx., Esq.
Any notice delivered personally or by courier under this Section
shall be deemed given on the date delivered and any notice sent by
telecopy or registered or certified mail, postage prepaid, return receipt
requested, shall be deemed given on the date telecopied or mailed.
9. Governing Law.
This agreement will be governed by and construed in accordance with
the laws of the State of Nevada, without regard to its conflicts of laws
principles.
10. Construction.
This Agreement is made under and subject to the provisions of the
Plan, and all of the provisions of the Plan are hereby incorporated herein
as provisions of this Agreement. If there is a conflict between the
provisions of this Agreement and the provisions of the Plan, the
provisions of the Plan will govern. By signing this Agreement, the
Optionee confirms that he has received a copy of the Plan and has had an
opportunity to review the contents thereof.
11. Counterparts.
This Agreement may be executed in counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and
the same instrument.
By signing this Non-Qualified Stock Option Agreement, I agree that it replaces
the Qualified (Emloyee Incentive) Stock Option Agreement that was previously
granted.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
MINRAD INTERNATIONAL INC.
By:________________________________
Xxxxxxx X. Xxxxx, President & CEO
OPTIONEE:
By:________________________________
Xxxxx Xxxxx
