Exhibit 10.2
IR BioSciences Holdings,
Inc.
2003 Stock Option, Deferred
Stock, Restricted Stock and Bonus Stock Plan
BONUS STOCK AWARD
AGREEMENT
Pursuant to your Bonus Stock Grant
Notice (“Grant Notice”) and this Bonus Stock Award
Agreement, IR BioSciences Holdings, Inc. (the
“Company”) has granted you a Bonus Stock award under
its 2003 Stock Option, Deferred Stock, Restricted Stock and
Bonus Stock Plan (the “Plan”) to receive the number
of shares of the Company’s Common Stock indicated in your
Grant Notice (the “Award Shares”) upon the terms and
conditions indicated in your Grant Notice. Defined terms
not explicitly defined in this Bonus Stock Agreement but defined in
the Plan shall have the same definitions as in the Plan.
The details of your Bonus Stock
award are as follows:
1.
Vesting
. Subject to the
limitations contained herein, your Bonus Stock award will vest as
provided in your Grant Notice, provided that vesting will cease
upon the termination of your Continuous Service.
2.
Number
of Shares and Exercise Price . The Award Shares subject to your
Bonus Stock award referenced in your Grant Notice may be adjusted
from time to time for Capitalization Adjustments, as provided in
the Plan.
3.
Acquisition prior to
Vesting (“Early Vesting”) . If permitted in your Grant Notice
(i.e., the “Vesting Schedule” indicates that
“Early Vesting” of your Bonus Stock award is permitted)
and subject to the provisions of your Bonus Stock award, you may
receive at any time that is both (i) during the period of your
Continuous Service and (ii) during the term of your Bonus Stock
award, the Award Shares, including the nonvested portion of your
Bonus Stock award; provided, however , that:
(a)
a partial receipt of the Award
Shares shall be deemed to cover first vested Award Shares and then
the earliest vesting installment of unvested Award
Shares;
(b)
any Award Shares so received from
installments that have not vested as of the date of exercise shall
be subject to the purchase option in favor of the Company as
described in the Company’s form of Early Exercise Stock
Purchase Agreement; and
(c)
you shall enter into the
Company’s form of Early Exercise Stock Purchase Agreement
with a vesting schedule that will result in the same vesting as if
no early exercise had occurred.
4.
Whole
Shares and Rights as Stockholder . You may receive only whole shares
of Common Stock under your Bonus Stock award. You shall
be entitled to all of the rights of a stockholder with respect to
the Award Shares including the right to vote such Award Shares and
to receive dividends and other distributions payable with respect
to such Award Shares since the Date of Grant.
5.
Securities Law
Compliance . Notwithstanding anything to the
contrary contained herein, you may not receive the Award Shares
unless the Award Shares are then registered under the Securities
Act or, if such Award Shares are not then so registered, the
Company has determined that such issuance would be exempt from the
registration requirements of the Securities Act. The
receipt of Award Shares must also comply with other applicable laws
and regulations governing your Bonus Stock award, and you may not
receive Award Shares under your Bonus Stock award if the Company
determines that such receipt would not be in material compliance
with such laws and regulations.
6.
Term
. You may not receive
Award Shares under your Bonus Stock award before the commencement
of its term or after its term expires. The term of your
Bonus Stock award commences on the Date of Grant and expires upon
the earliest of the following:
(a)
three (3) months after the
termination of your Continuous Service for any reason other than
your Disability or death, provided that if during any part of such
three (3) month period your Bonus Stock award is not exercisable
solely because of the condition set forth in the preceding
paragraph relating to “Securities Law Compliance,” your
Bonus Stock award shall not expire until the earlier of the
Expiration Date or until it shall have been exercisable for an
aggregate period of three (3) months after the termination of your
Continuous Service;
(b)
twelve (12) months after the
termination of your Continuous Service due to your
Disability;
(c)
eighteen (18) months after your
death if you die either during your Continuous Service or within
three (3) months after your Continuous Service
terminates;
(d)
the Expiration Date indicated in
your Grant Notice; or
(e)
the day before the tenth (10th)
anniversary of the Date of Grant.
7.
Restrictions and
Forfeiture.
(a)
Restrictions
. None of the Award
Shares shall be sold shall be sold assigned, transferred, pledged
or otherwise transferred, voluntarily or involuntarily by you
except by will or the laws of descent and distribution or as
otherwise provided for herein.
(b)
Lapse of Restrictions
. The restrictions set
forth in Section 7(a) above shall lapse on the ____ anniversary
date of the Date of Grant with regard to ____ of the Award
Shares.
(c)
Additional Lapse of
Restrictions . The restrictions set forth in
Section 7(a) above with respect to the Award Shares, to the extent
they have not lapsed in accordance with Section 7(b) and to the
extent not related to shares which previou
