Exhibit 10.5
MYMETICS CORPORATION
00-00 Xxxxxx Xx Xxxxxxxx
Xxxxxxxxxx 00000
Saint-Genis Laval, France
July 19, 2001
DIRECTOR AND NON-EMPLOYEE
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STOCK OPTION AGREEMENT
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(Non-Statutory)
Xx. Xxxxxx Xxxxxx
0000 Xxxxxx
Xxxxxxxx [Xxxxxx] Xxxxxx X0X 0X0
Dear Xx. Xxxxxx:
I am pleased to advise you that as of the date hereof, the
Administrator appointed by the Board of Directors of Mymetics Corporation (f/k/a
Ichor Corporation) (the "CORPORATION"), which administers the Mymetics
Corporation 2001 Stock Option Plan (the "PLAN"), has granted you an option to
purchase 10,000 shares of Common Stock (the "COMMON STOCK") of the Corporation
at a price of $3.15 per share (the "OPTION").
The terms applicable to the Option are set forth below and in the Plan,
a copy of which accompanies this Agreement.
1. TERM AND VESTING.
The Option shall expire at the close of the business on January 19,
2012. The Option granted hereby shall be fully vested as of the date of this
Stock Option Agreement
2. OTHER OPTION TERMS.
The Option has been granted pursuant to the Plan, and the terms and
conditions of the Plan are incorporated by reference in this Agreement as though
set forth herein in their entirety.
The Option is a "Non-Statutory Stock Option" as defined in the Plan.
If your relationship with the Corporation (or a Subsidiary) terminates
for a reason other than death, voluntary termination with the written consent of
the Corporation (or a Subsidiary) or involuntary termination without cause, the
Option shall terminate immediately. If your relationship with the Corporation
terminates because of death, voluntary termination with written consent of the
Corporation (or a Subsidiary) or involuntary termination without cause, the
Option shall be exercisable to the extent permitted by Section 7 of the Plan;
PROVIDED, HOWEVER, that if you engage in the operation or management of a
business (whether as owner, partner, officer, director,
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0000 Xxxxxx
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July 19, 2001
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employee or otherwise) which is in competition with the Corporation (or a
Subsidiary), the Administrator in its sole discretion may immediately terminate
the Option.
Subject to the foregoing and the provisions of the Plan, the Option may
be exercised at your election, in whole or in part, at any time prior to its
expiration. The Option may be exercised by (a) delivery of written notice to the
Corporation setting forth your election to exercise and the number of shares of
Common Stock to be purchased and (b) payment of the purchase price for the
shares to be purchased. The notice must be dated and signed by the person
exercising the Option. If the Option is exercised by someone other than you, the
notice must be accompanied by proof, satisfactory to the Administrator, of the
right of such person(s) to exercise the Option under the Plan.
The date of exercise of the Option is the date on which the notice of
exercise, proof of right to exercise (if required) and payment of the exercise
price are received by the Corporation at its principal executive office, to the
attention of the Corporation's Secretary. As of the date of exercise, you will
be considered by the Corporation for all purposes to be the owner of the shares
of Common Stock purchased, subject to the terms set forth in this Agreement.
3. SECURITIES LAW MATTERS.
Neither this Option nor the shares of Common Stock issuable upon
exercise of the Option (the "SHARES") have been registered under the Securities
Act of 1933 (the "1933 ACT") or any other securities laws (together with the
1933 Act, the "ACTS"). Therefore, in order to ensure compliance with the Acts,
notwithstanding anything else in the Option to the contrary, you (and any
successive holder) agree by accepting the Option as follows: This Option and the
Shares may not be sold, transferred, pledged or hypothecated in the absence of
(i) an effective registration statement under the Acts applicable to the Option
or the Shares or (ii) the availability of an exemption from the registration
requirements of the Acts and, at the reasonable request of the Corporation, an
opinion of counsel reasonably satisfactory to the Corporation that registration
is not required under the Acts.
The Corporation is under no obligation to register the Option or the
Shares, or take any other action in connection with the offer or sale of the
Shares.
Prior to the issuance or delivery of any Shares pursuant to the
exercise of the Option in whole or in part, you may be required to represent and
warrant (i) that the Shares to be acquired upon exercise of the Option are being
acquired for investment for your own account and not with a view to resale or
other distribution thereof and (ii) that you will not sell or otherwise transfer
any such Shares unless the Shares are registered under the Acts or an exemption
from registration is available. The certificate or certificates representing any
Shares issued or delivered upon exercise of the Option shall bear a legend to
this effect (and a legend evidencing any other restrictions on transfer set
forth in the Plan) and other legends required by any applicable securities laws.
4. OTHER TRANSFER RESTRICTIONS.
The Option may not be transferred except as permitted under the Plan.
5. TAX AND WITHHOLDING MATTERS.
Under current federal income tax laws, upon exercise of the Option you
may recognize compensation income equal to the amount (if any) by which the fair
market value (on the date of exercise) of the Shares acquired upon such exercise
exceeds the purchase price paid for such Shares. You will be notified by the
Corporation of the amount of any state and local income taxes and employment
taxes required to be withheld by the Corporation on any compensation income
resulting from the exercise of the Option, and the Corporation in its sole
discretion may require you to provide the funds necessary to satisfy such
withholding obligation or may provide such funds on your
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Xx. Xxxxxx Xxxxxx
0000 Xxxxxx
Xxxxxxxx [Xxxxxx] Xxxxxx X0X 0X0
July 19, 2001
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behalf, subject to your obligation, which you hereby assume, to reimburse the
Corporation for the amount (or portion of the amount) so withheld.
6. MISCELLANEOUS.
When accepted by you, this Agreement shall constitute an agreement
which shall be binding upon the successors and assigns of the Corporation and
your heirs and legal representatives.
This Agreement does not confer any right on you to continue as a
director of the Corporation or any Subsidiary or interfere in any way with the
rights of the Corporation's shareholders to remove you as a director of the
Corporation.
It is suggested that you obtain competent advice as to the tax
consequences of the exercise of the Option prior to the time you exercise any
part of the Option.
This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania. Any dispute or disagreement which
shall arise under or in any way relate to the interpretation or construction of
the Plan or this Agreement shall be resolved by the Board, and its decision
shall be final, binding and conclusive for all purposes.
This Agreement is the Stock Option Agreement referred to in Section
7(F) of the Plan and has been prepared in duplicate. Please execute both copies
of this Agreement in the space provided and return one copy to Mymetics
Corporation, 00-00 Xxxxxx Xx Xxxxxxxx, Xxxxxxxxxx 00000, Xxxxx-Xxxxx Xxxxx,
Xxxxxx, Attn: Corporate Secretary.
Very truly yours,
MYMETICS CORPORATION
By: /s/ Xxxx X. Xxxxxxxxx
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Title:
Receipt Acknowledged and
Option Accepted:
/s/ Xxxxxx Xxxxxx
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Signature of Optionee
Print Name: Xxxxxx Xxxxxx
DATE: July 19, 2001
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