Optionee:_______________________ Date:____________________
SPACEDEV, INC.
INCENTIVE STOCK OPTION AGREEMENT
SpaceDev, Inc. (the "Company"), pursuant to its 1999 Stock Option Plan (the
"Plan") has this day granted to the undersiged optionee, an option to purchase
shares of the common stock of the Company ("Common Stock") as described herein.
This option is intended to qualify as an "incentive stock option" within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended from
time to time (the "Code"). This option is subject to all of the terms and
conditions as set forth herein and on Attachment I hereto, which is incorporated
herein in its entirety.
Number of Shares Subject to Option: ______________
VESTING SCHEDULE:
Number of Shares (installment) Date of Earliest Exercise (vesting)
______________________________ _____________________________
______________________________ _____________________________
______________________________ _____________________________
______________________________ _____________________________
______________________________ _____________________________
______________________________ _____________________________
______________________________ _____________________________
______________________________ _____________________________
Exercise Price Per Share:_______________1 Expiration Date:________________2
SpaceDev, Inc.
By:______________________________ Optionee:_____________________
Duly authorized on behalf of the Board
Of Directors Address:______________________
______________________
OPTIONEE:
1. Acknowledges receipt of the option as described herein and the attachments
referenced therein and understands that all rights and liabilities with
respect to this option are set forth in the option and the Plan; and
2. Acknowledges that as of the date of grant of this option, it sets forth the
entire understanding between the undersigned optionee and the Company and
its affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of the following agreements only:
None___________ Other___________________________________
(Initial)
1 Not less than the fair market value of the Common Stock on the date of grant
of this option.
2 Less than then (10) years from the date of grant of this option.
ATTACHMENT I
TERMS OF INCENTIVE STOCK OPTION
The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's employees
(including officers) and is intended to comply with the provisions of Rule 701
promulgated by the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act").
The details of your option are as follows:
1. The total number of shares of Common Stock subject to this option is set
forth on the first page of the Incentive Stock Option Agreement. Subject to
the limitations contained herein, this option shall be exercisable with
respect to each installment indicated in the Vesting Schedule on the first
page of the Incentive Stock Option Agreement on or after the date of
vesting applicable to such installment.
2. a. The Exercise Price of this option is set forth on the first page of
the Incentive Stock Option Agreement and is not less than the fair
market value of the Common Stock on the date of grant of this option.
b. Payment of the Exercise Price per share is due in full in cash
(including bank check) upon exercise of all or any part of each
installment which has become exercisable by you; provided, however,
that if at the time of exercise the Company's Common Stock is publicly
traded and quoted regularly in the Wall Street Journal, payment of the
exercise price, to the extent permitted by applicable statutes and
regulations, may be made by delivery of already-owned shares of Common
Stock, or a combination of cash and already-owned Common Stock. Such
Common Stock (i) shall be valued at its fair market value on the date
of exercise, (ii) if originally acquired from the Company, must have
been owned by you for at least six (6) months, and (iii) must be owned
free and clear of any liens, claims, encumbrances, or security
interests. Notwithstanding the foregoing, this option may be exercised
pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board which results in the receipt of cash (or bank
check) by the Company prior to the issuance of Common Stock.
3. The minimum number of shares with respect to which this option may be
exercised at any time is One Thousand (1,000) except (a) as to an
installment subject to exercise, as set forth in paragraph 1, which amounts
to fewer than One Thousand (1,000) shares, in which case, as to the
exercise of that installment, the number of shares in such installment
shall be the minimum number of shares, and (b) with respect to the final
exercise of this option, this paragraph 3 shall not apply.
4. Notwithstanding anything to the contrary contained herein, this option may
not be exercised unless the shares issuable upon exercise of this option
are then registered under the Act or, if such shares are not then so
registered, the Company has determined that such exercise and issuance
would be exempt from the registration requirements of the Act.
5. The term of this option commences on the date hereof and, unless sooner
terminated as set forth below or in the Plan, terminates on the Expiration
Date (which date shall be no more than ten (10) years from the date this
option is granted). This option shall terminate prior to the expiration of
its terms as follows: three (3) months after the termination of your
employment with the Company or an affiliate of the Company (as defined in
the Plan) for any reason or for no reason unless:
a. such termination of employment is due to your permanent and
total disability (within the meaning of Section 422(c)(6) of
the Code), in which event the option shall terminate on the
earlier of the termination date set forth above or one (1)
year following such termination of employment; or
b. such termination is due to your death, in which event the
option shall terminate on the earlier of the termination date
set forth above or eighteen (18) months after your death; or
c. during any part of such three (3) month period the option
is not exercisable solely because of the condition set forth
in paragraph 4 above, in which event the option shall not
terminate until the earlier of the termination date set forth
above or until it shall have been exercisable for an aggregate
period of three (3) months after the termination of
employment; or
d. exercise of the option within three (3) months after
termination of your employment with the Company or with an
affiliate would result in liability under section 16(b) of the
Securities and Exchange Act of 1934, in which case the option
will terminate on the earlier of the termination date set
forth above, the tenth (10th) day after the last date upon
which exercise would result in such liability, or six (6)
months and ten (10) days after the termination of your
employment with the Company or an affiliate.
However, this option may be exercised following termination of
employment only as to that number of shares as to which it was exercisable on
the date of termination of employment under the provisions of paragraph 1 of
this option.
6. a. This option may be exercised, to the extent specified above, by delivering
a notice of exercise (in a form designated by the Company) together with the
exercise price to the Secretary of the Company, or to such other person as the
Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to subparagraph
5(f) of the Plan.
b. By exercising this option, you agree that:
(i) the Company may require you to enter an arrangement
providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of the
exercise of this option; the lapse of any substantial risk of
forfeiture to which the shares are subject at the time of
exercise; or the disposition of shares acquired upon such
exercise; and
(ii) you will notify the Company in writing within fifteen
(15) days after the date of any disposition of any of the
shares of the Common Stock issued upon exercise of this option
that occurs within two (2) years after the date of this option
grant or within one (1) year after such shares of Common Stock
are transferred upon exercise of this option.
7. This option is not transferable, except by will or by the laws of descent
and distribution, and is exercisable during your life only by you.
8. This option is not an employment contract, and nothing in this option shall
be deemed to create in any way whatsoever any obligation on your part to
continue in the employ of the Company, or of the Company to continue your
employment with the Company.
9. Any notices provided for in this option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case
of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the address
specified herein or at such other address as you hereafter designate by
written notice to the Company.
10. This option is subject to all the provisions of the Plan, a copy of which
is attached hereto, and its provisions are hereby made a part of this
provisions, including without limitation the provisions of paragraph 5 of
the Plan relating to option provisions, and is further subject to all
interpretations, amendments, rules, and regulations, which may from time to
time be promulgated and adopted pursuant to the Plan. In the event of any
conflict between the provisions of this option and those of the Plan, the
provisions of the Plan shall control.
Attachments:
1999 Stock Option Plan
Notice of Exercise
NOTICE OF EXERCISE
SpaceDev, Inc.
00000 Xxxxx Xxxxx
Xxxxx, XX 00000 Date of Exercise:___________
To Whom It May Concern:
This constitutes notice under SpaceDev, Inc. (the "Company") stock option
granted to me on ______________ (the "Option") that I elect to purchase the
number of shares for the price set forth below:
Type of option (check one) Incentive ______ Supplemental ______
Number of shares as to
which option is exercised: _______________________
Certificates to be issued
in name of: _______________________
Social Security Number: _______________________
Total exercise price: _______________________
Cash payment delivered herewith: _______________________
By this exercise, I agree (i) to provide such additional documents as you may
require pursuant to the terms of the Company's 1999 Stock Option Plan; (ii) to
provide for the payment by me to you (in the manner designated by you) of your
withholding obligation, if any, relating to the exercise of this Option; and
(iii) if this exercise related to an incentive stock option, to notify you in
writing within fifteen (15) days after the date of any disposition of any of the
shares of Common Stock issued upon exercise of this Option that occurs within
two (2) years after the date of grant of this Option or within one (1) year
after such shares of Common Stock are issued upon exercise of this Option.
Sincerely,
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Signature
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Print Name
