0001206774-04-001589 Sample Contracts

NEOSE TECHNOLOGIES, INC. 2004 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • November 4th, 2004 • Neose Technologies Inc • Medicinal chemicals & botanical products • Pennsylvania

Neose Technologies, Inc. (the “Company”) hereby grants to _________________ (the “Optionee”) an option (the “Option”) to purchase a total of ____________ shares of the Company’s Common Stock, at the price and on the terms set forth herein, and in all respects subject to the terms and provisions of the Neose Technologies, Inc. 2004 Equity Incentive Plan (the “Plan”) applicable to Non-Qualified Stock Options, which terms and provisions are incorporated by reference herein. Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings given to them in the Plan.

Sample 1
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NEOSE TECHNOLOGIES, INC. 2004 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AWARD AGREEMENT
Incentive Stock Option Award Agreement • November 4th, 2004 • Neose Technologies Inc • Medicinal chemicals & botanical products • Pennsylvania

Neose Technologies, Inc. (the “Company”) hereby grants to (the “Optionee”) an option (the “Option”) to purchase a total of shares of the Company’s Common Stock, at the price and on the terms set forth herein, and in all respects subject to the terms and provisions of the Neose Technologies, Inc. 2004 Equity Incentive Plan (the “Plan”) applicable to Incentive Stock Options, which terms and provisions are incorporated by reference herein. Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings given to them in the Plan.

Sample 1
NEOSE TECHNOLOGIES, INC. 2004 EQUITY INCENTIVE PLAN ANNUAL DIRECTOR GRANT AGREEMENT
Annual Director Grant Agreement • November 4th, 2004 • Neose Technologies Inc • Medicinal chemicals & botanical products • Pennsylvania

Neose Technologies, Inc. (the “Company”) hereby grants to (the “Optionee”) an option (the “Option”) to purchase a total of shares of the Company’s Common Stock, at the price and on the terms set forth herein, and in all respects subject to the terms and provisions of the Neose Technologies, Inc. 2004 Equity Incentive Plan (the “Plan”) applicable to Automatic Grants for Non-Employee Directors as described in Section 7 of the Plan, which terms and provisions are incorporated by reference herein. Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings given to them in the Plan.

Sample 1
NEOSE TECHNOLOGIES, INC. 2004 EQUITY INCENTIVE PLAN DIRECTOR FEE OPTION GRANT AGREEMENT
Director Fee Option Grant Agreement • November 4th, 2004 • Neose Technologies Inc • Medicinal chemicals & botanical products • Pennsylvania

Neose Technologies, Inc. (the “Company”) hereby grants to (the “Optionee”) an option (the “Option”) to purchase a total of shares of the Company’s Common Stock, at the price and on the terms set forth herein, and in all respects subject to the terms and provisions of the Neose Technologies, Inc. 2004 Equity Incentive Plan (the “Plan”) applicable to Director Fee Options as described in Section 8 of the Plan, which terms and provisions are incorporated by reference herein. Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings given to them in the Plan.

Sample 1
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