EXHIBIT 4.3
Optionee: _______________
Address: _______________
_______________
_______________
BIOPOOL INTERNATIONAL, INC.
1993 STOCK OPTION PLAN
NON-STATUTORY STOCK OPTION CERTIFICATE
______________________________________
OPTION AGREEMENT dated as of _______________, between
BIOPOOL INTERNATIONAL, INC., a Delaware corporation (the
"Company"), and ______________________ (the "Optionee").
The Company has adopted the 1993 Stock Option Plan (the
"Plan") and desires to grant to the Optionee the Non-Statutory
Stock Option provided for herein, all subject to the terms and
conditions of the Plan. Capitalized terms used herein and not
defined have the same meanings as set forth in the Plan.
IT IS AGREED as follows:
1. GRANT OF OPTION. The Company hereby grants to the
Optionee as of the date hereof the right and option to purchase
(subject to adjustment pursuant to the Plan) an aggregate of
______________ of its Shares of Common Stock at an option price
per Share of $_________ being at least 100% of the fair market
value of the Common Stock as of the date hereof.
2. OPTION PERIOD. The option granted hereby shall expire
on the tenth anniversary of the date hereof, subject to earlier
termination as provided in the Plan.
3. EXERCISE OF OPTION.
A. The options granted hereby shall become exercisable
one year following the date hereof.
B. The Optionee may exercise the option (to the extent
it is then exercisable) by delivering to the Company a written
notice duly signed by the Optionee stating the number of
Shares that the Optionee has elected to purchase and
accompanied by payment (in cash or by certified cheque) of
an amount equal to the full purchase price for the Shares
to be purchased. Within twenty days after receipt by the
Company of such notice and payment, the Company shall issue
the Shares in the name of the Optionee and deliver the
certificate therefor to the Optionee. No Shares shall be
issued until full payment therefor has been made, and the
Optionee shall have none of the rights of a shareholder
in respect of such Shares until they are issued.
4. NON-TRANSFERABILITY OF OPTION. This option shall not
be transferable other than by will or by the laws of descent and
distribution, and may be exercised during the Optionee's lifetime
only by him.
5. TAX STATUS. The option is not intended to qualify as
an incentive stock option within the meaning of Section 422A of
the Code.
6. INCORPORATION OF PLAN. The option granted hereby is
subject to, and governed by, all the terms and conditions of the
Plan, which are hereby incorporated by reference. This Agreement
including the Plan incorporated by reference herein, is the
entire agreement among the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and
understandings. In the case of any conflict between the terms of
this agreement and the Plan, the provisions of the Plan shall
control.
7. PURCHASE FOR INVESTMENT. As a condition to the
exercise in whole or in part of the option hereby granted, each
written notice of election shall include a representation by the
Optionee that the shares are being purchased for investment and
not for distribution or resale.
8. NOTICES. Any notice to be given by the Optionee
hereunder shall be sent to the Company at its principal executive
offices, and any notice from the Company to the Optionee shall be
sent to the Optionee at his address set forth above; all such
notices shell be in writing and shall be delivered in person or
by registered or certified mail. Either party may change the
address to which notices are to be sent by notice in writing
given to the other in accordance with the terms hereof.
9. GOVERNING LAW. The parties hereto acknowledge and
agree that the option granted hereby is granted in the State of
California and any Shares issued upon exercise of the option will
be issued in the State of California. This Agreement, as well as
the grant of such option and issuance of such Shares, is and
shall be governed by and construed in accordance with the laws of
the State of California applicable to the agreements made and to
be performed entirely within such State.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
BIOPOOL INTERNATIONAL, INC.
By: ________________________________________
Xxxxxxx X. Xxxx, Chief Executive Officer
________________________________________
Optionee
