EXHIBIT 10.2
FORM OF
INCENTIVE STOCK OPTION AGREEMENT
INTERNATIONAL ISOTOPES INC.
Date of Grant:
Name of Optionee:
Number of Shares: _______________ shares of Common Stock
Price Per Share: $ ______ per xxxxx
Xxxxxxxxxxxxx Isotopes Inc., a Texas corporation (the "Company"),
hereby grants to the above-named optionee (the "Optionee") an option (the
"Option") to purchase from the Company, for the price per share set forth above,
the number of shares of Common Stock (the "Stock"), of the Company set forth
above. This Option is granted pursuant to, and is subject to, the provisions of
the International Isotopes Inc. 2002 Long-Term Incentive Plan, as amended from
time to time. This Option is intended by the parties hereto to be an "incentive
stock option" within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
The terms and conditions of the Option granted hereby are as follows:
1. The price at which each share of Stock subject to this Option
may be purchased shall be the price set forth above, subject to any adjustments
that may be made pursuant to Section 10 hereof.
2. This Option may be exercised only to the extent that such Option
is vested, subject to the provisions of Sections 8 and 9 hereof. This Option
shall vest upon the Optionee's completion of a continuous period of satisfactory
service as an Employee of the Company or one of its subsidiary corporations, in
accordance with the following vesting table:
VESTING SCHEDULE
VESTING DATES NO. OF SHARES VESTED
------------------- --------------------
[at time of grant] 25%
[after one year] 50%
[after two years] 75%
[after three years] 100%
3. Except as provided in Section 8 hereof, this Option may not be
exercised unless the Optionee is in the employ of the Company or one of its
subsidiary corporations (within the meaning of Section 424(f) of the Code, and
each individually referred to herein as a "Subsidiary") at the time of such
exercise. Unless earlier terminated in accordance with its terms, this Option
shall terminate in all events on date that is 10 years after date of grant (the
"Expiration Date").
4. The Optionee (or his representative, guardian, devisee, or heir,
as applicable) may exercise any portion of this Option that has become
exercisable in accordance with the terms hereof as to all or any of the shares
of Stock then available for purchase by delivering to the Company written notice
specifying:
(i) the number of whole shares of Stock to be purchased
together with payment in full of the aggregate option
price of such shares, provided that this Option may not
be exercised for less than fifty (50) shares of Stock or
the number of shares of Stock remaining subject to this
Option, whichever is smaller;
(ii) the address to which dividends, notices, reports, etc.
are to be sent; and
(iii) the Optionee's social security number.
Payment shall be in cash, or by certified or cashier's check payable to the
order of the Company, free from all collection charges, by delivery of shares of
Common Stock already owned by the Optionee and having a fair market value equal
to the aggregate Option Price, or by a combination of cash and shares of Common
Stock. The Optionee shall not be entitled to any rights and privileges as a
shareholder of the Company in respect of any shares of Stock covered by this
Option until such shares of Stock shall have been paid for in full and issued to
the Optionee.
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5. As soon as practicable after the Company receives payment for
shares of Stock covered by this Option, it shall deliver a certificate or
certificates representing the shares of Stock so purchased to the Optionee. Such
certificate shall be registered in the name of the Optionee. Optionee
understands and agrees that the Company shall cause the legends set forth below
or legends substantially equivalent thereto, to be placed upon any
certificate(s) evidencing ownership of the Shares together with any other
legends that may be required by state or federal securities laws at the time of
the issuance of the Shares:
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY
NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR THE
ISSUER OF THE SHARES (THE "ISSUER") HAS RECEIVED AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS
IN COMPLIANCE WITH THE ACT.
Optionee agrees that, in order to ensure compliance with the restrictions
referred to herein, the Company may issue appropriate "stop transfer"
instructions to its transfer agent, if any, and that, if the Company transfers
its own securities, it may make appropriate notations to the same effect in its
own records.
6. This Option is personal to the Optionee and during the
Optionee's lifetime may be exercised only by the Optionee or his guardian or
representative. This Option shall not be transferable other than by will or the
laws of descent and distribution, or pursuant to a qualified domestic relations
order as defined by the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder.
7. If the Optionee's employment with the Company or any Subsidiary
shall terminate by reason of his death or disability, then the Optionee or his
personal representative shall have the right to exercise any vested portion of
this Option for a period of one (1) year following the date of termination, or
if earlier, until the Expiration Date of the Option. If the Optionee's
employment with the Company or any Subsidiary shall terminate for any other
reason, then the Optionee shall have the right to exercise any vested portion of
this Option for a period of ninety (90) days following the date of termination,
or if earlier, until the Expiration Date of the Option.
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8. This Option does not confer on the Optionee any right to
continue in the employ of the Company or any Subsidiary or interfere in any way
with the right of the Company or any Subsidiary to determine the terms of the
Optionee's employment.
9. All interpretations or determinations of the Board of Directors
with respect to this Option shall be binding and conclusive upon the Optionee
and his legal representatives with respect to any question arising hereunder.
Any powers, rights, or responsibilities of the Company's Board of Directors set
forth herein may be delegated to and exercised by the Compensation Committee
thereof.
10. In the event of any change in the outstanding shares of stock of
the Company by reason of any stock dividend, stock split, spinoff,
recapitalization, merger, consolidation, combination, exchange of shares or
other similar change, the aggregate number of shares of stock covered by the
Option and/the purchase price under the Option, shall be equitably adjusted by
the Board in its sole discretion.
11. If, while the Option is outstanding, there shall occur (a) a
merger or consolidation of the Company with or into another corporation in which
the Company shall not be the surviving corporation, (b) a dissolution of the
Company, or (c) a transfer of all or substantially all of the assets of the
Company in one transaction or a series of related transactions to one or more
other persons or entities, then, if provision is not otherwise made in writing
in connection with such transaction for the substitution of securities of
another corporation, and without the necessity of any action by the Board of
Directors, the Option shall terminate, but the Optionee shall be entitled,
immediately prior to the effective date of such transaction, to purchase the
number of shares that are then vested and exercisable. The unexercised portion
of the Option shall be terminated as of the effective date of such transaction.
12. All notices hereunder to the parties to this Incentive Stock
Option Agreement shall be delivered or mailed to the following addresses:
If to the Company: International Isotopes Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
If to the Optionee: ___________________________
___________________________
___________________________
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Such addresses for the service of notices may be changed at any time provided
notice of such change is furnished in advance to the other party.
13. This Incentive Stock Option Agreement shall be governed by and
construed in accordance with the laws of the State of Texas without application
of the conflict of laws principles thereof, except to the extent preempted by
federal law, which shall govern to such extent.
IN WITNESS WHEREOF, the undersigned have caused this Incentive Stock
Option Agreement to be duly executed as of the date first above written.
INTERNATIONAL ISOTOPES INC.
By: ________________________
Name: ______________________
Title: _____________________
OPTIONEE:
____________________________
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