Exhibit 10.3
ECHO THERAPEUTICS, INC.
2008 EQUITY INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
This INCENTIVE STOCK OPTION AGREEMENT
(the “Option Agreement”), dated as of the
day of
, 20
(the “Grant Date”), is between Echo Therapeutics, Inc.,
a Minnesota corporation (the “Company”), and
(the “Optionee”), an employee of the Company or of a
“Related Corporation,” as defined in the Echo
Therapeutics, Inc. 2008 Equity Incentive Plan (the
“Plan”).
WHEREAS,
the Company desires to give the Optionee the opportunity to
purchase shares of common stock of the Company (“Common
Stock”) in accordance with the provisions of the Plan, a copy
of which is attached hereto;
NOW
THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties
hereto, intending to be legally bound hereby, agree as
follows:
1.
Grant of Option . The Company hereby grants to the Optionee
the right and option (the “Option”) to purchase all or
any part of an aggregate of
shares of Common Stock. The Option is in all respects limited and
conditioned as hereinafter provided, and is subject in all respects
to the terms and conditions of the Plan now in effect and as it may
be amended from time to time (but only to the extent that such
amendments apply to outstanding options). Such terms and conditions
are incorporated herein by reference, made a part hereof, and shall
control in the event of any conflict with any other terms of this
Option Agreement. The Option granted hereunder is intended to be an
incentive stock option (“ISO”) meeting the requirements
of the Plan and section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”), and not a nonqualified
stock option (“NQSO”).
2.
Exercise Price . The exercise price of the shares of Common
Stock covered by this Option shall be $
per share. It is the determination of the Company’s Stock
Option Committee (the “Committee”) that on the Grant
Date the exercise price was not less than the greater of
(i) 100% (110% for an Optionee who owns more than 10% of the
total combined voting power of all shares of stock of the Company
or of a Related Corporation – a “More-Than-10%
Owner”) of the “Fair Market Value” (as defined in
the Plan) of a share of the Common Stock, or (ii) the par
value of the Common Stock.
3.
Term . Unless earlier terminated pursuant to any provision
of the Plan or of this Option Agreement, this Option shall expire
on
, 20
(the “Expiration Date”), which date is not more than
10 years (five years in the case of a More-Than-10% Owner)
from the Grant Date. This Option shall not be exercisable on or
after the Expiration Date.
4.
Exercise of Option . The Optionee shall have the right to
purchase from the Company, on and after the following dates, the
following number of Shares, provided the Optionee has not
terminated his or her service as of the applicable vesting
date:
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Exercisable |
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Number of Option Shares |
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Shares |
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an additional
Shares |
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an additional
Shares |
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an additional
Shares |
The
Committee may accelerate any exercise date of the Option, in its
discretion, if it deems such acceleration to be desirable. Once the
Option becomes exercisable, it will remain exercisable until it is
exercised or until it terminates.
5.
Method of Exercising Option . Subject to the terms and
conditions of this Option Agreement and the Plan, the Option may be
exercised by written notice to the Company at its principal office,
which is presently located at 10 Forge Parkway, Franklin,
Massachusetts 02038, Attn: Chief Executive Officer. The form of
such notice is attached hereto and shall state the election to
exercise the Option and the number of whole shares with respect to
which it is being exercised; shall be signed by the person or
persons so exercising the Option; and shall be accompanied by
payment of the full exercise price of such shares. Only full shares
will be issued.
The exercise price shall be paid to
the Company –
(a) in
cash, or by certified check, bank draft, or postal or express money
order;
(b) through
the delivery of shares of Common Stock which shall be valued at the
Fair Market Value of the Common Stock on the date of
exercise;
(c) in
shares of Common Stock newly acquired by the Optionee upon the
exercise of the Option;
(d) by
delivering a properly executed notice of exercise of the Option to
the Company and a broker, with irrevocable instructions to the
broker promptly to deliver to the Company the amount of sale or
loan proceeds necessary to pay the exercise price of the Option;
or
(e) in
any combination of (a), (b), (c) or (d) above.
In the event the
