EXHIBIT 6.18
BIOFIELD CORP.
SHARE OPTION AGREEMENT
Date of Grant: As of ________________
No. of Shares: _______________________
1. Grant of Option. Biofield Corp., a Delaware corporation (the
"Company"), hereby grants to (the "Optionee"), the following option (the
"Option") to purchase, upon the terms and conditions hereinafter set forth and,
unless otherwise indicated herein in the Company's 1996 Stock Option Plan for
Non-Employee Directors (the "Plan"), an aggregate of shares (subject to
adjustment as hereinafter provided) of the Company's common stock, par value
$.001 per share (the "Stock") at an exercise price equal to $ per share (the
"Exercise Price"). It is understood that the Option is not intended to
constitute an incentive stock option as that term is defined in Section 422A of
the Internal Revenue Code of 1986, as amended and is being granted pursuant to
the Company's 1996 Stock Option Plan.
2. Exercise Period. The Option becomes exercisable for the following
number of shares covered by the Option in accordance with the vesting schedule
as follows:
Number of Shares Date
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Notwithstanding the foregoing, so long as the Optionee is a
director of the Company, all unexercisable Options shall become immediately
exercisable upon the sale of all or substantially all of the assets of the
Company, or upon the merger, consolidation or combination of the Company with
another company in which the Company is not the surviving company.
Once exercisable, the Option may be exercised by the Optionee for
any number of shares up to the total number of shares as to which the Option has
become exercisable, less the number of shares as to which the Option has
previously been exercised, from time to time and at any time until the
termination or expiration of the Option.
Unless earlier terminated as provided herein and in the Plan, the
Option shall expire and terminate on _______________________.
3. Procedure for Exercise. The Optionee may exercise the Option in
whole or in part, but not as to any fractional shares, by surrender of the
Option, properly endorsed if required, at the principal office of the Company,
and by delivering by certified check or bank check the aggregate Exercise Price
for the number of shares to be purchased pursuant to such exercise. At the time
of exercise, the Optionee shall deliver a letter to the Company agreeing that
the Optionee is purchasing the Stock for investment purposes and not with a view
to distribution otherwise than in compliance with the Securities Act of 1933
(the "Securities Act"), and agreeing not to offer to sell, sell or otherwise
dispose of any of such shares of Stock acquired by the Optionee pursuant to the
Option in violation of the Securities Act or any applicable state securities
laws. The Stock purchased shall be deemed to be issued to the Optionee on and as
of the date on which the Option is surrendered and payment is made for the
Stock. Certificates representing the Stock purchased shall be delivered to the
Optionee promptly, which usually is within ten days after the rights represented
by the Option have been properly exercised. Unless the Option shall have expired
or shall have been fully exercised, a new Share Option Agreement in the same
form as this Share Option Agreement representing any number of shares for which
the Option shall not have been exercised, shall also be delivered to the
Optionee within that time.
4. Shares to be Fully Paid; Reservation. The Company covenants and
agrees that when issued and paid for in accordance with the terms of this Share
Option Agreement, the shares of common stock underlying the Option shall, on
issuance, be fully paid and nonassessable and free from all taxes, liens and
charges related to the issuance of the shares. The Company further covenants and
agrees that during the period within which the rights represented by the Option
may be exercised, the Company shall, at all times, have authorized and reserved
for the purpose of issuance or transfer on exercise of the Option a sufficient
number of shares subject to the Option to provide for its exercise.
5. Adjustment of Number of Option Shares. The number of shares
purchasable upon the exercise of the Option shall be subject to adjustment if
the Company shall (i) pay a dividend in shares of Stock or make a distribution
in shares of Stock, (ii) subdivide (by means of stock split or otherwise) its
outstanding shares of Stock, (iii) combine or reduce (by means of reverse stock
split or otherwise) its outstanding shares of Stock, or (iv) issue by
reclassification of its shares of Stock other securities of the Company. The
Exercise Price and number of shares issuable upon exercise of the Option
immediately prior thereto shall be proportionately adjusted so that the Optionee
shall be entitled to receive upon payment of the aggregate Exercise Price the
number of shares of the Company which the Optionee would have owned or would
have been entitled to receive, after the happening of any of the events
described above, had the Option been exercised immediately prior to the
happening of any of the events described or any record date with respect
thereto. Any adjustment made pursuant to this paragraph shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.
6. Legend. The Optionee consents to the placement of any legend
required by applicable state securities laws and of the following legends on
each certificate representing the Stock:
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"THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD,
TRANSFERRED, EXCHANGED OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION
STATEMENT UNDER SUCH ACT IS THEN IN EFFECT WITH RESPECT THEREOF, OR A
WRITTEN OPINION FROM COUNSEL ACCEPTABLE TO THE ISSUER HAS BEEN OBTAINED
TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED THEREWITH."
7. Assignment. The Option, without the prior written consent of the
Company, may not be assigned or otherwise transferred other than by will or the
laws of descent and may be exercised during the Optionee's lifetime only by the
Optionee or the Optionee's guardian or legal representative.
8. Termination. If the Optionee ceases to be a director of the
Company for any reason the portion of unexercised Option that is exercisable at
the time of such cessation may thereafter be exercised during the one-year
period following such cessation unless the Option by its terms expires before
such date.
9. No Shareholder Rights. The Optionee shall have no rights as a
shareholder of the Company with respect to shares of Stock covered by the Option
until payment for such shares shall have been made in full and until the date of
issuance of a stock certificate for such shares.
10. Miscellaneous.
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(a) This Agreement shall be construed in accordance with, and
governed by, the laws of the State of Delaware (without giving effect to
principles of conflicts of law).
(b) This Agreement may only be modified by a writing signed by
each of the parties hereto.
(c) All notices hereunder shall be in writing and, if to the
Company, shall be delivered personally to the Secretary of the Company or
mailed, by certified mail, return receipt requested or by guaranteed next
business day delivery service to its principal office, addressed to the
attention of the Secretary, and if to the Optionee, shall be delivered
personally or mailed, by certified mail, return receipt requested or by
guaranteed next business day delivery service to the address noted on the
signature page of this Share Option Agreement. Either party may change its
address for receipt of notices by advising the other party of such change in
writing in accordance with the preceding sentence.
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(d) This Agreement may be executed in one or more
counterparts, each of which shall be an original, and both of which shall
together constitute one and the same instrument.
(e) This Agreement and the Plan set forth the entire agreement
between the Company and the Optionee with respect to the subject matter hereto
and supercedes all prior understandings, whether oral or written. In the event
of a conflict between the Plan and this Agreement, the terms and provisions set
forth in this Agreement shall govern.
(f) The Optionee acknowledges receipt of the attached copy of
the Company's 1996 Stock Option Plan for Non-Employee Directors, and agrees to
be bound by all of the terms and conditions thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of this _____ day of ___________________.
BIOFIELD CORP.
By:______________________________________
_________________________________________
[Optionee]
Address:
_________________________________________
_________________________________________
Social Security Number:
_________________________________________
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