Exhibit
10.22
INCENTIVE STOCK OPTION AWARD
AGREEMENT
UNDER THE
CRYOPORT, INC.
2009 STOCK INCENTIVE
PLAN
This Incentive Stock Option Award Agreement
(“Agreement”) is between CryoPort, Inc.
(“Company”) and ________________________ (the
“Optionee”), and is effective as of the ____ day of
_____________, 20__ (“Grant Date”).
RECITALS
A.
The Board of Directors of the
Company (“Board”) has adopted the Plan to promote the
interests and long-term success of the Company and its shareholders
by providing an incentive to attract, retain and reward persons
performing services for the Company and by motivating such person
to contribute to the continued growth and profitability of the
Company.
B.
The Compensation Committee (or any
such committee designated by the Board) has approved the granting
of Incentive Stock Options to the Optionee pursuant to Article 6 of
the Plan.
C.
To the extent not specifically
defined in this Agreement, all capitalized terms used in this
Agreement shall have the meaning set forth in the Plan.
AGREEMENT
In consideration of the mutual
covenants and conditions hereinafter set forth and for other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Optionee agree as
follows:
1.
Grant of Option
. Subject to the terms of this
Agreement and Article 6 of the Plan, the Company grants to the
Optionee the right and option to purchase from the Company all or
any part of an aggregate of _________ shares of Stock
(“Option”). The delivery of any document
evidencing the Option is subject to the provisions of Section
6.1(d) of the Plan. The Option granted under this
Agreement is intended to be an “incentive stock
option” (“ISO”) under Section 422 of the Internal
Revenue Code of 1986, as amended (the
“Code”).
2.
Purchase Price
.
The purchase price under this
Agreement is $_________ per share of Stock, as determined by the
Committee, which shall not be less than the Fair
Market Value of a share of Stock on the Grant Date.
3.
Vesting of
Option . The Option shall vest and be exercisable
according to the following schedule:
[INSERT VESTING SCHEDULE
HERE]
4.
Exercise of
Option . This Option may be exercised, to the
extent vested (under Section 3 above), in whole or in part at
anytime before the Option expires by delivery of a written notice
of exercise (pursuant to Section 5 below) and payment of the
purchase price. The purchase price may be paid in cash
or such other method permitted by the Committee under Section
6.1(c) of the Plan and communicated to the Optionee before the date
the Optionee exercises the Option.
5.
Method of Exercising
Option . Subject to the terms of this
Agreement, the Option may be exercised by timely delivery to the
Company of written notice, which notice shall be effective on the
date received by the Company. The notice shall state the
Optionee’s election to exercise the Option and the number of
underlying shares in respect of which an election to exercise has
been made. Such notice shall be signed by the Optionee,
or if the Option is exercised by a person or persons other than the
Optionee because of the Optionee’s death, such notice must be
signed by such other person or persons and shall be accompanied by
proof acceptable to the Company of the legal right of such person
or persons to exercise the Option.
6.
Term of Option
. The Option granted under this
Agreement expires, unless sooner terminated, ten (10) years from
the Grant Date, through and including th
