Exhibit 10.2
BG
Medicine, Inc.
INCENTIVE STOCK OPTION
AGREEMENT
BG
Medicine, Inc., formerly known as Beyond Genomics, Inc.,
(the “ Company ”) hereby grants the following
stock option pursuant to its 2001 Stock Option and Incentive Plan.
The terms and conditions attached hereto are also a part
hereof.
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Name of Employee (the
“ Employee ”):
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Date of this option
grant (“ Grant Date ”):
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Number of shares of the
Company’s Common Stock subject to this option (“
Option Shares ”):
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Option exercise price
per share:
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Option termination
date:
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10 years from Grant
Date
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Number of Option Shares
subject to Vesting Schedule (“ Unvested Option
Shares”) :
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Vesting Start
Date:
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Vesting Schedule :
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One year from Vesting
Start Date:
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25% of Unvested Option
Shares
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The last day of each
successive three month period following the first anniversary of
the Vesting Start Date:
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An additional 6.25% of
Unvested Option Shares until the fourth anniversary of the Vesting
Start Date
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[If the Company is
acquired in a transaction involving a change of control, vesting
shall be accelerated by 9 months. A “change of control”
shall mean the sale of the Company by merger, in which the
shareholders of the Company in their capacity as such no longer own
a majority of the outstanding equity securities of the Company (or
its successor) or any sale of all or substantially all of the
assets or capital stock of the Company (other than in a spin-off or
similar transaction) or any other acquisition of the business of
the Company, as determined by the Board.]
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BG
Medicine, Inc.
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Signature of
Employee
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By:
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Pieter Muntendam
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Street
Address
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President
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City/State/Zip
Code
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BG
Medicine, Inc.
INCENTIVE STOCK OPTION
AGREEMENT — INCORPORATED TERMS AND CONDITIONS
1.
Grant Under Plan . This option is granted pursuant to and is
governed by the Company’s 2001 Stock Option and Incentive
Plan (the “ Plan ”) and, unless the context
otherwise requires, terms used herein shall have the same meaning
as in the Plan.
2.
Grant as Incentive Stock Option . This option is intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended, and the regulations
thereunder (the “ Code ”).
3.
Vesting of Option if Employment Continues . The Employee may
exercise this option on or after the Grant Date for the number of
shares of Common Stock, if any, indicated on the cover
page hereof. If the Employee has remained continuously
employed by the Company from the Grant Date through the dates
listed on the vesting schedule set forth on the cover
page hereof, the Employee may exercise this option for the
additional number of shares of Common Stock in accordance with such
vesting schedule. Notwithstanding the foregoing, the Board may, in
its discretion, accelerate the date that any installment of this
option becomes exercisable. The foregoing rights are cumulative and
(subject to Sections 4 or 5 hereof if the Employee ceases to be
employed by the Company) may be exercised only before the date
which is 10 years from the Grant Date.
4.
Termination of Employment .
(a)
Termination Other Than for Cause . If the Employee ceases to
be employed by the Company, other than by reason of death or
disability as defined in Section 5 or termination for Cause as
defined in Section 4(c), no further installments of this
option shall become exercisable, and this option may no longer be
exercised after the passage of 90 days from the Employee’s
last day of employment, but in no event later than the scheduled
expiration date. For purposes hereof, employment shall not be
considered as having terminated during any leave of absence if such
leave of absence has been approved in writing by the Company and if
such written approval contractually obligates the Company to
continue the employment of the Employee after the approved period
of absence; in the event of such an approved leave of absence,
vesting of this option shall be suspended (and the period of the
leave of absence shall be added to all vesting dates) unless
otherwise provided in the Company’s written approval of the
leave of absence. For purposes hereof, employment shall include a
consulting arrangement between the Employee and the Company that
immediately follows termination of employment, but only if so
stated in a written consulting agreement executed by the Company
that specifically refers to this option. This option shall not be
affected by any change of employment within or among the Company
and its Subsidiaries so long as the Employee continuously remains
an employee of the Company or any Subsidiary.
(b)
Termination for Cause . If the employment of the Employee is
terminated for Cause (as defined in Section 4(c)), this option
shall no longer be exercisable from and after the Employee’s
receipt of written notice of such termination.
(c)
Definition of Cause . “ Cause ” shall
mean conduct involving one or more of the following: (i) the
substantial and continuing failure of the Employee, after notice
thereof, to render services to the Company in accordance with the
terms or requirements of his or her employment;
(ii) disloyalty, gross negligence, willful misconduct,
dishonesty, fraud or breach of fiduciary duty to the Company;
(iii) deliberate disregard of the rules or policies of
the Company, or breach of an employment or other agreement with the
Company, which results in direct or indirect loss, damage or injury
to the Company; (iv) the unauthorized disclosure of any trade
secret or confidential information of the Company; or (v) the
commission of an act which constitutes unfair competition with the
Company or which induces any customer or supplier to breach a
contract with the Company.
5.
Death; Disability .
(a)
Death . If the Employee dies while in the employ of the
Company, this option may be exercised, to the extent otherwise
exercisable on the date of his or her death, by the
Employee’s estate, personal representative or beneficiary to
whom this option has been transferred pursuant to Section 10,
only at any time within 180 days after the date of death, but
not later than the scheduled expiration date.
(b)
Disability . If the Employee ceases to be employed by the
Company by reason of his or her disability, this option may be
exercised, to the extent otherwise exercisable on the date of
cessation of employment, only at any time within 180 days
after such cessation of employment, but not later than the
scheduled expiration date. For purposes hereof, “
disability ” means “ permanent and total
disability ” as defined in Section 22(e)(3) of
the Code.
6.
Partial Exercise . This option may be exercised in part at
any time and from time to time within the above limits, except that
this option may not be exercised for a fraction of a share.
7.
Payment of Exercise Price .
(a)
Payment Options . The exercise price shall be paid by one or
any combination of the following forms of payment that are
applicable to this option, as indicated on the cover
page hereof:
(i)
by check payable to the order of the Company; or
(ii)
if the Common Stock is then traded on a national securities
exchange or on the Nasdaq National Market (or successor trading
system), delivery of an
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irrevocable and
unconditional undertaking, satisfactory in form and substance to
the Company, by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price, or delivery by
the Employee to the Company of a copy of irrevocable and
unconditional instructions, satisfactory in form and substance to
the Company, to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise price;
or
(iii)
subject to Section 7(b) below, if the Common Stock is
then traded on a national securities exchange or on the Nasdaq
National Market (or successor trading system), by delivery of
shares of Common Stock having a fair market value equal as of the
date of exercise to the option price.
In
the case of (iii) above, fair market value as of the date of
exercise shall be determined as of the last business day for which
such prices or quotes are available prior to the date of exercise
and shall mean (i) the last reported sale price (on that date)
of the Common Stock on the principal national securities exchange
on which the Common Stock is traded, if the Common Stock is then
traded on a national securities exchange; or (ii) the last
reported sale price (on that date) of the Common Stock on the
Nasdaq National Market (or successor trading system), if the Common
Stock is not then traded on a national securities
exchange.
(b)
Limitations on Payment by Delivery of Common Stock . If
Section 7(a)(iii) is applicable, and if the Employee
delivers Common Stock held by the Employee (“ Old
Stock ”) to the Company in full or partial payment of the
exercise price and the Old Stock so delivered is subject to
restrictions or limitations imposed by agreement between the
Employee and the Company, an equivalent number of Option Shares
shall be subject to all restrictions and limitations applicable to
the Old Stock to the extent that the Employee paid for the Option
Shares by delivery of Old Stock, in addi
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