STOCK OPTION AGREEMENT
Exhibit
10.10
This
Stock Option Agreement,
made
effective as of [ ], is by and between PureDepth, Inc.,
a Delaware corporation (the “Company”), and ______,
(the “Optionee”).
RECITALS
A. PureDepth,
Inc. maintains a 2006 Stock Incentive Plan, (“New Plan”) which may be amended
from time to time.
B. The
Company wishes to grant Optionee options to purchase shares of the Company’s
common stock under the Plan.
AGREEMENT
Now,
Therefore,
the
parties hereto agree as follows:
1. Terms
of Option.
Subject
to the terms and conditions of the New Plan, this Agreement sets forth the
terms
and conditions of Optionee’s right and option, hereinafter called the “Option,”
to purchase all or any part of an aggregate of [ ] shares
(the “Shares”) of the Company’s common stock (the “Common Stock”).
2. Purchase
Price.
The
purchase price for the Shares covered by the Option shall be
$[ ] per Share, the fair market value of the Common Stock, as
determined by the board of directors of the Company in its sole discretion,
on
the date of issuance.
3. Exercise
and Vesting of Option.
The
Option will vest over three years and be fully vested on [ ].
1/6 of this grant will vest on [ ], and an additional 1/12
each three months thereafter. The Company’s board of directors may restrict the
rights of or the applicability of this Section 3 to the extent necessary to
comply with Section 16(b) of the Securities Exchange Act of 1934, the Internal
Revenue Code or any other applicable law or regulation. This Option shall not
limit in any way the right or power of the Company to make adjustments,
reclassifications, reorgan-izations or changes of its capital or business
structure or to merge, exchange or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.
4. Term
of Option.
Except
as otherwise provided in this Agreement and subject to the terms of the New
Plan, the Option shall be exercisable ten years from the date of grant or the
termination of the New Plan, whichever shall first occur; provided,
however,
that in
the event that Optionee ceases to serve as an employee of the Company, Optionee
or his legal representative shall have until the earlier of (i) [
] from the date of such termination and (ii) such earlier date as may be
required under the Plan to exercise all or any part of the Option that is vested
pursuant to Section 3
of this
Agreement. Upon the expiration of such 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. Method
of Exercising Option.
Subject
to the terms and conditions of this Agreement, the Option may be exercised
by
written notice to the Company. Such notice shall state the election to exercise
the Option and the number of Shares in respect of which it is being exercised,
shall be signed by the person or persons so exercising the Option and shall
be
accompanied by payment of the full purchase price of such Shares payable in
one
of the following manners: (a) in United States dollars paid in cash or by check
or bank draft; (b) at the discretion of the Committee (as defined in the New
Plan), by delivery of shares of Common Stock in payment of all or any part
of
the exercise price, which shares shall be valued for this purpose at the Fair
Market Value (as defined in the New Plan) on the date such option is exercised;
or (c) at the discretion of the Committee, by instructing the Company to
withhold from the shares of Common Stock issuable upon exercise of the Option,
in payment of all or any part of the exercise price and/or any related
withholding tax obligations, shares of Common Stock, which shares shall be
valued for this purpose at the Fair Market Value or in such other manner as
may
be authorized from time to time by the Committee. The shares of Common Stock
delivered by the participant pursuant to Section 5(b) must have been held by
the
participant for a period of not less than six months prior to the exercise
of
the option, unless otherwise determined by the Committee. Any such notice shall
be deemed given when received by the Company at its principal place of business.
All Shares that shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and non-assessable.
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6. Rights
of Option Holder.
Optionee, as holder of the Option, shall not have any of the rights of a
shareholder with respect to the Shares covered by the Option unless and until
such time, and to the extent, Optionee validly exercises all or any part of
the
Option.
7. Non-Transferability.
The
Option shall not be transferable and the Company shall not be required to
recognize any attempted assignment of such rights by any participant except:
(i)
in the event of the Optionee's death, by will or the laws of descent and
distribution to the limited extent provided in the New Plan; (ii) pursuant
to a
qualified domestic relations order as defined by the Internal Revenue Code
of
1986, as amended; or (iii) pursuant to Title I of the Employee Retirement Income
Security Act, or the rules thereunder (if applicable). Notwithstanding the
preceding sentence, the Option may be transferred by the holder thereof to
family members, trusts or charities. During the Optionee's lifetime, the Option
may be exercised only by him, by his guardian or legal representative or by
the
transferees permitted by the preceding sentence. Except as set forth above,
the
Option may not be assigned, transferred, pledged, or hypothecated in any way,
shall not be assignable by operation of law, and shall not be subject to
execution, attachment, or similar process. Any attempted assignment, transfer,
pledge, hypothecation, or other disposition of the Option contrary to the
provisions hereof, and the levy of any execution, attachment, or similar process
upon the Option shall be null and void and without effect.
8. Securities
Law Matters.
Optionee acknowledges that the Shares to be received by him 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, Optionee acknowledges and understands that the Company
is under no obligation to register under the Securities Acts, except as
otherwise explicitly agreed by the Company, the Shares received by him or to
assist him in complying with any exemption from such registration if he should
at a later date wish to dispose of the Shares. Optionee 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 of
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.”
9. Optionee
Representations.
Optionee hereby represents and warrants that Optionee has reviewed with his
own
tax advisors the federal, state, and local tax consequences of the transactions
contemplated by this Agreement. Optionee is relying solely on such advisors
and
not on any statements or representation of the Company or any of its agents.
Optionee understands that he will be solely responsible for any tax liability
that may result to him 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.
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The
undersigned has obtained and reviewed the Company’s filings with the Securities
and Exchange Commission and has been given access to full and complete
information regarding the Company and has utilized such access to the
undersigned’s satisfaction for the purpose of obtaining information on the
Company.. Particularly, the undersigned has been given reasonable opportunity
to
meet with and/or contact Company representatives for the purpose of asking
questions of, and receiving answers from, such representatives concerning the
terms and conditions of the offering and to obtain any additional information,
to the extent reasonably available.
The
undersigned has, either alone or with the assistance of a professional advisor,
sufficient knowledge and experience in financial and business matters that
the
undersigned believes himself/herself (or itself) capable of evaluating the
merits and risks of the grant of options and the suitability of receiving this
grant of options in light of the undersigned’s financial condition and
investment needs, and legal, tax and accounting matters.
The
undersigned recognizes that an option on Shares in the Company involves a high
degree of risk, including but not limited to the risk of losing becoming
valueless.
The
undersigned is aware that no federal or state agency, including the Securities
and Exchange Commission or the securities commission or authority of any state,
has approved or disapproved the option on Shares or made any finding or
determination as to the fairness or fitness of the option on Shares for public
sale.
The
undersigned is a bona fide resident of California.
10. No
Continued Employment, Engagement or Right to Corporate Assets.
No
participant under the New Plan shall have any right, because of his or her
participation, to continue in the employ of, or as a consultant to, the Company
for any period of time or to any right to continue his or her present or any
other rate of compensation. Nothing contained in the New Plan shall be construed
as giving an employee, a consultant, such persons’ beneficiaries or any other
person any equity or interests of any kind in the assets of the Company or
creating a trust of any kind or a fiduciary relationship of any kind between
the
Company and any such person.
11. Breach
of Confidentiality, Assignment of Inventions, or Non-Compete
Agreements.
Notwithstanding anything in the New Plan to the contrary, in the event that
a
participant materially breaches the terms of any confidentiality,
assignment-of-inventions, or noncompete agreement entered into with the Company
or any parent or subsidiary of the Company, whether such breach occurs before
or
after termination of such participant’s employment or other service with the
Company or any subsidiary, the Committee in its sole discretion may immediately
terminate all rights of the participant under the New Plan and any agreements
evidencing an Incentive then held by the participant without notice of any
kind.
12. Incorporation
by Reference.
The
terms and conditions of the New Plan, a copy of which has been delivered to
Optionee, 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 New Plan, the provisions of the
New Plan shall govern and control.
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13. General.
A. 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 Option 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.
By
______________________________________
Its
___________________________________
____________________________________
OPTIONEE
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