Exhibit 10.2
Form of Stock Option Agreement
Exhibit 10.2
STOCK OPTION AGREEMENT, made as of the 2nd day of March, 2004 (the
"Agreement"), between PHASE III MEDICAL, INC., a Delaware corporation (the
"Company"), and ________________(the "Optionee"). -------------------
WHEREAS, the Company has adopted the 2003 Equity Participation Plan subject
to shareholder approval (the "Plan").
WHEREAS, the Optionee has become a Director of the Company.
WHEREAS, the Company has agreed to grant to the Optionee an option to
purchase Common Shares of the Company pursuant to the Plan.
NOW, THEREFORE, in consideration of the foregoing, the Company hereby
grants to the Optionee the right and option to purchase Common Shares under and
pursuant to the terms and conditions of the Plan and upon and subject to the
following terms and conditions:
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right
and option (the "Option") to purchase up to _________________________Common
Shares of the Company (the "Option Shares") during the period commencing on the
date hereof and terminating at 5:00 P.M. on __________(the "Expiration Date").
2. NATURE OF OPTION. The Option is not intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended,
relating to "incentive stock options".
3. EXERCISE PRICE. The exercise price of each of the Option Shares
shall be ___________(the "Exercise Price"). The Company shall pay all original
issue or transfer taxes on the exercise of the Option.
4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance
with the provisions of the Plan. In addition to the permissible methods of
exercise provided for in the Plan, the Optionee may elect to have the Company
reduce the number of shares otherwise issuable to him upon exercise of the
Option by a number of shares having a fair market value (determined in
accordance with the provisions of the Plan) equal to the Exercise Price of the
Option being exercised (a "Net Exercise"). As soon as practicable after the
receipt of notice of exercise and payment of the Option Price as provided for in
the Plan, or upon a Net Exercise, the Company shall tender to the Optionee
certificates issued in the Optionee's name evidencing the number of Option
Shares covered thereby.
5. TERMINATION OF SERVICE. The Option shall remain exercisable until
the Expiration Date notwithstanding any termination or cessation of service as a
Director with the Company or its subsidiaries for any reason whatsoever.
6. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.
7. NOTICES. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, 000 Xxxxx
Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxx Xxxx 00000, Attention: President and to
the Optionee at the address indicated below. Notices shall be deemed to have
been given on the date of hand delivery or mailing, except notices of change of
address, which shall be deemed to have been given when received.
8. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns.
9. ENTIRE AGREEMENT. This Agreement, together with the Plan, contains
the entire understanding of the parties hereto with respect to the subject
matter hereof and may be modified only by an instrument executed by the party
sought to be charged.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
PHASE III MEDICAL, INC.
By:
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President
Signature of Optionee
Name of Optionee
Address of Optionee:
