Exhibit 99.1
ZNOMICS, INC.
2002 STOCK INCENTIVE
PLAN
STOCK OPTION GRANT
AGREEMENT
Unless otherwise defined herein, the terms
defined in the Znomics, Inc. 2002 Stock Incentive Plan (the
“Plan”) will have the same defined meanings in this
Stock Option Grant Agreement (the “Grant
Agreement”).
I. NOTICE OF STOCK OPTION GRANT
Participant Name:
Address:
You have been granted an option (the
“Option”) to purchase Common Stock of Znomics, Inc.
(the “Company”), subject to the terms and conditions of
the Plan and this Grant Agreement, as follows:
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Grant
Number
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________________________
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Date of
Grant
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________________________
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Vesting
Commencement Date
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________________________
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Exercise Price
per Share
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$_______________________
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Total Number of
Shares Granted
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________________________
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Total Exercise
Price
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$_______________________
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Type of
Option:
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___ Incentive
Stock Option
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___
Nonstatutory Stock Option
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Term/Expiration
Date:
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________________________
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Vesting Schedule :
Subject to any acceleration provisions contained
in the Plan or set forth below, this Option may be exercised, in
whole or in part, in accordance with the following
schedule:
[INSERT VESTING SCHEDULE]
Termination Period :
This Option will be exercisable for [three (3)
months] after Participant ceases to provide services to the
Company, unless such termination is due to Participant’s
death or disability, in which case this Option will be exercisable
for [ twelve (12) months] after Participant ceases to
provide services to the Company. Notwithstanding the
foregoing, in no event may this Option be exercised after the
Term/Expiration Date as provided above and may be subject to
earlier termination as provided in Section 7(d) of the
Plan.
By Participant’s signature and the
signature of the Company's representative below, Participant and
the Company agree that this Option is granted under and governed by
the terms and conditions of the Plan and this Grant Agreement,
including the Terms and Conditions of Stock Option Grant, attached
hereto as Exhibit A , all of which are made a part of this
document. Participant has reviewed the Plan and this
Grant Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Grant Agreement and
fully understands all provisions of the Plan and Grant
Agreement. Participant hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of
the Administrator upon any questions relating to the Plan and Grant
Agreement. Participant further agrees to notify the
Company upon any change in the residence address indicated
below.
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PARTICIPANT:
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ZNOMICS,
INC.
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__________________________
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________________________________
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Signature
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By
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__________________________________
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__________________________________________
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Print
Name
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Title
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Residence Address :
______________________________
______________________________
EXHIBIT A
(a)TERMS AND CONDITIONS OF STOCK
OPTION GRANT
1. Grant of Option . The Company hereby grants to the
Participant named in the Notice of Grant attached as Part I of this
Grant Agreement (the “Participant”) an option (the
“Option”) to purchase the number of shares of Common
Stock (“Shares”), as set forth in the Notice of Grant,
at the exercise price per Share set forth in the Notice of Grant
(the “Exercise Price”), subject to all of the terms and
conditions in this Grant Agreement and the Plan, which is
incorporated herein by reference. Subject to Section
7(g) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Grant
Agreement, the terms and conditions of the Plan will
prevail.
If designated in the Notice of Grant as an
Incentive Stock Option (“ISO”), this Option is intended
to qualify as an ISO under Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”). However,
if this Option is intended to be an ISO, to the extent that it
exceeds the $100,000 rule of Code Section 422(d) it will be treated
as a Nonstatutory Stock Option (“NSO”).
2. Vesting Schedule . Except as provided in Section 3,
the Option awarded by this Grant Agreement will vest in accordance
with the vesting provisions set forth in the Notice of
Grant. Shares scheduled to vest on a certain date or
upon the occurrence of a certain condition will not vest in
Participant in accordance with any of the provisions of this Grant
Agreement, unless Participant will have continuously provided
services to the Company from the Date of Grant until the date such
vesting occurs.
3. Administrator Discretion . The Administrator, in its
discretion, may accelerate the vesting of the balance, or some
lesser portion of the balance, of the unvested Option at any time,
subject to the terms of the Plan. If so accelerated,
such Option will be considered as having vested as of the date
specified by the Administrator.
(a)
Right to Exercise . This Option may be exercised
only within the term set out in the Notice of Grant, and may be
exercised during such term only in accordance with the Plan and the
terms of this Grant Agreement.
(b)
Method of Exercise . This Option is exercisable
by delivery of an exercise notice, in the form attached as
Exhibit B (the “Exercise Notice”) or in a manner
and pursuant to such procedures as the Administrator may determine,
which will state the election to exercise the Option, the number of
Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and
agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice will be
completed by Participant and delivered to the
Company. The Exercise Notice will be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares
together with any applicable tax withholding. This
Option will be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by such
aggregate Exercise Price.
5. Method of Payment . Payment of the aggregate Exercise
Price will be by any of the following, or a combination thereof, at
the election of Participant.
(c) consideration
received by the Company under a formal cashless exercise program
adopted by the Company in connection with the Plan; or
(d) surrender
of other Shares which have a Fair Market Value on the date of
surrender equal to the aggregate Exercise Price of the Exercised
Shares, provided that accepting such Shares, in the sole discretion
of the Administrator, will not result in any adverse accounting
consequences to the Company.
(a)
Withholding Taxes . Notwithstanding any contrary
provision of this Grant Agreement, no certificate representing the
Shares will be issued to Participant, unless and until satisfactory
arrangements (as determined by the Administrator) will have been
made by Participant with respect to the payment of income,
employment and other taxes which the Company determines must be
withheld with respect to such Shares. To the extent
determined appropriate by the Company in its discretion, it will
have the right (but not the obligation) to satisfy any tax
withholding obligations by reducing the number of Shares otherwise
deliverable to Participant. If Participant fails to make
satisfactory arrangements for the payment of any required tax
withholding obligations hereunder at the time of the Option
exercise, Participant acknowledges and agrees that the Company may
refuse to honor the exercise and refuse to deliver Shares if such
withholding amounts are not delivered at the time of
exercise.
(b)
Notice of Disqualifying Disposition of ISO Shares
. If the Option granted to Participant herein is an ISO,
and if Participant sells or otherwise disposes of any of the Shares
acquired pursuant to the ISO on or before
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