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EXHIBIT
10.2
AURIOS INC.
2007 STOCK OPTION AND
RESTRICTED STOCK PLAN
STOCK OPTION
AGREEMENT
Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined
meanings in this Option Agreement.
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NOTICE OF STOCK OPTION GRANT |
Optionee’s Name and
Address:
You have been granted an
option to purchase Common Stock of the Company, subject to the
terms and conditions of the Plan and this Option Agreement, as
follows:
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| Date of
Grant: |
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| Exercise
Price per Share: |
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| Total Number
of Shares Granted: |
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| Total
Exercise Price: |
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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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| Vesting
Schedule: |
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(i) No
shares vest on grant; and
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(ii)
shares vest on
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| Termination
Period: |
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This Option
may be exercised for ninety (90) days after termination or
resignation of the Optionee as a director of the Company. Upon the
death or Disability of the Optionee, this Option may be exercised
for such longer period as provided in the Plan. In no event shall
this Option be exercised later than the Term/Expiration Date as
provided above. |
1. Grant of Option .
The Board of Directors of the Company hereby grants to the Optionee
named in the Notice of Grant attached as Part I of this Agreement
(the “Optionee”), an
option (the “Option”) to
purchase the number of 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 the terms and
conditions of the Plan, which are incorporated herein by reference.
In the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Option Agreement, the
terms and conditions of the Plan shall prevail. If designated in
the Notice of Grant as an Incentive Stock Option
(“ISO”), this Option is intended to qualify as an
Incentive Stock Option under Section 422 of the Code. However,
if this Option is intended to be an Incentive Stock Option, to the
extent that it exceeds the $100,000 rule of Code
Section 422(d) it shall be treated as a Nonstatutory Stock
Option (“NSO”).
2. Exercise of
Option.
2.1. Right to
Exercise.
2.1.1. This Option is
exercisable during its term in accordance with the Vesting Schedule
set out in the Notice of Grant and the applicable provisions of the
Plan and this Option Agreement. In the event of Optionee’s
death, Disability or other termination of Optionee’s
employment or consulting relationship, the exercisability of the
Option is governed by the applicable provisions of the Plan and
this Option Agreement.
2.1.2. If
(i) Optionee’s Continuous Status as a Director be
terminated for misconduct (which includes, but is not limited to,
any act of dishonesty, moral turpitude, fraud or embezzlement);
(ii) Optionee make any unauthorized use or disclosure of
confidential information or trade secrets of the Company, or any
Subsidiary; or (iii) Optionee otherwise act in such a manner
not in the best interests of the Company (as reasonably determined
by the Company’s Board of Directors), then, notwithstanding
any other provision in this Agreement or the Plan to the contrary,
in any such event this Option shall terminate immediately and cease
to be outstanding.
2.2. Method of
Exercise.
2.2.1. This Option is
exercisable by delivery of an exercise notice, in the form attached
as Exhibit A (the “Exercise Notice”), which shall 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 shall be signed by the
Optionee and shall be delivered in person or by certified mail to
the Secretary of the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised upon
receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate Exercise Price.
2.2.2. No Shares shall be
issued pursuant to the exercise of this Option unless such issuance
and exercise complies with all relevant provisions of law and the
requirements of any stock exchange or quotation service upon which
the Shares are then listed. Assuming such compliance, for income
tax purposes the Exercised Shares shall be considered transferred
to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.
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3. Method of Payment.
Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the
Optionee:
3.1. cash;
3.2. check; or
3.3. delivery of a properly
executed exercise notice together with such other documentation as
the Administrator and the broker, if applicable, shall require to
effect an exercise of the Option and delivery to the Company of the
sale or loan proceeds required to pay the exercise
price.
4. Non-Transferability of
Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by the
Optionee. The terms of the Plan and this Option Ag
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