FORM OF ADVANCE NANOTECH, INC. EQUITY INCENTIVE AGREEMENT (Fully Vested Option Grant)
FORM
OF
(Fully
Vested Option Grant)
Advance
Nanotech, Inc. (the “Company”) has adopted the Advance Nanotech, Inc. 2008
Equity Incentive Plan (the “Plan”) under which the Company can grant options to
purchase shares of the Company’s Common Stock (the “Common Stock”). We are
pleased to inform you that our Board of Directors (the “Board”) has decided to
grant you an option under the Plan (your “Option”).
Your
Option shall be fully vested as of the Date of Grant. Your Option will be
governed by the Plan, the attached Standard Terms and Conditions (the “Terms”)
and the following specific provisions (which are subject to adjustment under
the
Plan and the Terms):
The
“Date
of Grant” for your Option is: .
The
“Expiration Date” of your Option is: .
The
“Number of Shares” covered by your Option is: .
The
“Exercise Price” per share for your Option is: .
Your
Option is not intended to qualify as an “incentive stock option” under Section
422 of the Internal Revenue Code.
Your
Option shall terminate:
□
as
provided by the Terms; or
□
upon the
Expiration Date
Please
review the Plan and the Terms carefully, as they control your rights under
your
Option. Then sign one copy of this letter and return it to Xxxx Xxxxxxx at
the
Company’s New York office. If you have any questions, please contact Xxxx
Xxxxxxx at (000) 000-0000.
Dated: ____________,
2008.
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PARTICIPANT
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Print
Name: _________________________
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Print
Name:
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_________________________ | |
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Title:
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_________________________ | ||
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Address:
_________________________
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Address:
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000
Xxxxxxxxx Xxxxxx, 00xx Xxxxx
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New
York, NY 10022
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STANDARD
TERMS AND CONDITIONS
These
Standard Terms and Conditions are intended to govern that Option. All
capitalized terms not specifically defined in these Standard Terms and
Conditions have the meanings set forth in the Company’s 2008 Equity Incentive
Plan.
1. Option.
You may
exercise the Option to buy all or any part of any Number of Shares of Common
Stock that are then exercisable at the Exercise Price per share until the
Expiration Date.
2. Manner
of Exercise.
This
Option may be exercised only (i) during your lifetime, by you; (ii) by your
spouse if your spouse obtained the Option pursuant to a qualified domestic
relations order as defined by the Code or Title I of ERISA, or the rules
thereunder (“Qualified Domestic Relations Order”); and (iii) after your death,
by your transferees by will or the laws of descent or distribution. To exercise
this Option, you must provide the Company with (a) a written notice of exercise,
specifying the number of shares to be purchased and (b) consideration as
permitted under the Plan, valued at fair market value. This Option may not
be
exercised for a fraction of a share and no partial exercise of this Option
may
be for less than (a) one hundred (100) shares or (b) the total number of shares
then eligible for exercise, if less than one hundred (100) shares.
3. Withholding
of Taxes.
Upon
the exercise of this Option, the Company shall require the person entitled
to
exercise it to pay the Company the amount of any taxes that the Company is
required to withhold with respect to the exercise.
4. Fair
Market Value of Common Stock.
The
fair market value of a share of Common Stock shall be determined for purposes
of
Sections 2 and 8 of this Agreement by reference to the closing price on the
principal stock exchange on which such shares are then listed or, if the shares
are not then listed on a stock exchange, by reference to the closing price
(if
approved for quotation on the NASDAQ National Market) or the highest reported
bid price (if other over-the-counter issue) of a share as supplied by the
National Association of Securities Dealers, Inc. through NASDAQ (or its
successor in function), in each case as reported by The
Wall Street Journal,
for the
applicable date (or if there is no trading in the Common Stock on such date,
on
the next preceding date on which there was trading), or, in the absence of
any
established market for the Common Stock, the Fair Market Value shall be
determined in good faith by the Committee.
5. Termination
of Service; Death or Disability.
Unless
the applicable stock option agreement provides otherwise, each Option shall
generally terminate upon the first to occur of the events listed
below:
a. The
Expiration Date;
b. The
expiration of three months from the date of the Participant’s termination of
employment or other association with the Company for a reason other than the
Participant’s death, Disability or Retirement;
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c. The
expiration of twelve months from the date of the Participant’s termination of
employment by reason of death, Disability or Retirement.
6. Committee
Discretion.
The
Committee shall provide, in the terms of each individual Option, when such
Option expires and becomes unexercisable. After the Option is granted, the
Committee, in its sole discretion may extend the maximum term of such Option
or
accelerate the exercisability of the Option.
7. No
Assignment or Transfer.
This
Option and all other rights and privileges granted hereby shall not be
transferred, either voluntarily or by operation of law except (i) by will or
the
laws of descent and distribution or (ii) pursuant to a Qualified Domestic
Relations Order to the extent permitted by the Committee. If there is any other
attempt to transfer this Option or any other right or privilege granted hereby,
this Option and all rights and privileges granted hereby shall immediately
become null and void and be of no further force or effect.
8. Adjustments.
If the
outstanding shares of Common Stock of the Company (or any other class of shares
or securities which shall have become issuable upon the exercise of this Option
pursuant to this sentence) are increased or decreased or changed into or
exchanged for a different number or kind of shares or securities of the Company
through reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other similar transaction, an appropriate
and proportionate adjustment shall be made in the Number of Shares, without
change in the aggregate purchase price applicable to the unexercised portion
of
this Option, but with a corresponding adjustment in the price for each share
or
other unit of any security covered by this Option. Adjustments under this
Section 8 will be made by the Board, and its determination as to what
adjustments to make will be final, binding and conclusive. No fractional shares
of stock shall be issued under this Option on any such adjustment.
9. Participation
in Other Company Plans.
The
grant of this Option will not affect any right you might otherwise have to
participate in and receive benefits under the then current provisions of any
pension, insurance, or profit sharing program of the Company or of any
subsidiary of the Company.
10. Not
an Employment or Service Contract.
Nothing
in this Option is to be construed as an agreement, express or implied, by the
Company or any of its subsidiaries to employ you or contract for your services,
nor will it restrict the Company’s or such subsidiary’s right to discharge you
or cease contracting for your services or to modify, extend or otherwise affect
in any manner whatsoever, the terms of any employment agreement or contract
for
services which may exist between you and the Company or any of its
subsidiaries.
11. No
Rights as a Stockholder Until Issuance of Stock
Certificate.
Neither
you nor any other person legally entitled to exercise this Option will be
entitled to any of the rights or privileges of a stockholder of the Company
with
respect to any shares issuable upon any exercise of this Option unless and
until
a certificate or certificates representing the shares shall have been actually
issued and delivered.
12. Controlling
Terms.
In the
event there is a discrepancy between the Plan and this Agreement, the Plan’s
provisions shall be controlling. The Participant acknowledges receipt of a
copy
of the Plan, a copy of which is annexed hereto, and represents that he or she
is
familiar with the terms and provisions thereof.
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13. Governing
Law.
The
interpretation, performance and enforcement of this Agreement shall be governed
by the internal substantive laws of the State of Delaware, without regard to
the
conflict of laws provisions of that or any other State. The Option can only
be
amended in a writing executed by a duly authorized officer of the
Company.
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