Exhibit 10.21
API NANOTRONICS
CORP.
(THE
“CORPORATION”)
2006 EQUITY INCENTIVE
PLAN
Notice and Agreement of Grant of
Stock Option
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TO:
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MARTIN
MOSKOVITS
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FROM:
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Board of
Directors of API Nanotronics Corp.
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DATE:
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May 30,
2008
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At the direction of the Compensation
Committee (the “Committee”), you are hereby notified
that on May 30, 2008 (the “Date of Grant”) the
Committee has granted to you an option (the “Option”)
to purchase shares of Common Stock of API Nanotronics Corp. (the
“Corporation”), pursuant to the Corporation’s
2006 Equity Incentive Plan (the “Plan”), as amended
from time to time, which is incorporated herein by reference and
made a part of this agreement. This agreement evidences the Option
that was granted to you. Capitalized terms not otherwise defined
herein shall have the same meanings as in the Plan.
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1.
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This Option is
intended to be a Nonstatutory Option.
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2.
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Subject in all
respects to the Plan and the terms and conditions set forth herein
and therein, you are hereby granted an Option to purchase from the
Corporation 3,500,000 shares of Common Stock (the
“Shares”) at the exercise price of $0.1005 per share
(the “Option Price”). This Option is being issued to
you by the Corporation as consideration for your services as an
employee to the Corporation. The exercise price of this option
represents an amount not less than the fair market value of the
shares of common stock of the Corporation as of the close of
business on May 30, 2008.
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3.
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This Option
shall become exercisable by you in part on each of the vesting
dates if you are on such vesting date serving as a full-time
employee or a full-time independent contractor to the Corporation
or any of its affiliates:
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Number of
Options Vested
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Vesting Dates
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Exercise Price per
Option
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May 30, 2008
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700,000
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May 30,
2008
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US$
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0.1005
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May 30,
2008
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700,000
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May 30,
2008
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US$
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0.1005
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May 30,
2008
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700,000
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June 29,
2008
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US$
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0.1005
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May 30,
2008
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700,000
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June 29,
2010
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US$
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0.1005
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May 30,
2008
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700,000
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Upon the
receipt of the Corporation (or any of its successor corporations or
affiliates) of US$5,000,000 of commitments in total grants or
funding from bona-fide third parties related to the research and/or
development of nanotechnology or related products.
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US$
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0.1005
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Total:
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3,500,000
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If your service as a full-time
employee or full-time consultant to the Corporation or any of its
affiliates is terminated for any reason, the Option, to the extent
not exercisable, shall be cancelled without
consideration.
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4.
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Subject to the
termination provisions set forth in the Plan, the Option shall
expire on June 29, 2011 (the “Expiration Date”).
If your service to the Corporation as a part-time consultant is
terminated for any reason prior to the Expiration Date, the vested
portion of your Option shall remain exercisable until terminated as
set forth in the Plan and the non-vested portion of your Option
shall be cancelled as provided above.
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5.
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Subject to the
termination provisions set forth in the Plan, the vested portion of
this Option shall be exercisable at any time and from time to time
from and including the Date of Grant through and including up to
5:00 p.m. (Eastern Standard Time) on the Expiration Date by
delivery to the Committee or its designee an Exercise Notice, in
the form attached as Exhibit “A” to this Option
Certificate, together with this Notice and Agreement of Stock
Option and a certified check, bank draft or money order payable to
“API NANOTRONICS CORP.” in an amount equal to the
product of the Exercise Price and the number of Shares for which
this Option is being exercised and otherwise in accordance with the
Plan.
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