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CHEMBIO DIAGNOSTICS, INC.
2008 STOCK INCENTIVE PLAN
FORM OF STOCK OPTION AGREEMENT
Chembio
Diagnostics, Inc. (the “Company”), pursuant to its
2008 Stock Incentive Plan (the “Plan”), hereby
grants to the Optionee listed below (“Optionee”),
an option to purchase the number of shares of the
Company’s Common Stock set forth below, subject to the
terms and conditions of the Plan and this Stock Option
Agreement. Unless otherwise defined herein, the terms defined
in the Plan shall have the same defined meanings in this Stock
Option Agreement.
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I.
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NOTICE OF
STOCK OPTION GRANT
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Optionee:
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___________________________________
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Date of Stock Option Agreement:
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___________________________________
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Date of Grant:
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___________________________________
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Vesting Commencement Date:
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___________________________________
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Exercise Price per Share:
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___________________________________
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Total Number of Shares Granted:
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___________________________________
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Term/Expiration Date:
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___________________________________
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Type of Option:
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Incentive Stock Option or Non-Incentive Stock
Option
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Vesting Schedule:
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The
Option Shares subject to this Option shall vest according to the
following schedule:
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___________________________________________________________
___________________________________________________________
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Termination Period:
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This
Option may be exercised, to the extent vested, for thirty days
after Optionee ceases to be an Eligible Person, or such longer
period as may be applicable upon the death or disability of
Optionee as provided herein (or, if not provided herein, then as
provided in the Plan), but in no event later than the
Term/Expiration Date as provided above.
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1.
Grant of Option . The Company hereby grants to
Optionee an Option to purchase the number of shares of Common Stock
(the “Option Shares”) set forth in the Notice of Grant,
at the exercise price per share set forth in the Notice of Grant
(the “Exercise Price”). Notwithstanding
anything to the contrary anywhere else in this Option Agreement,
this grant of an Option is subject to the terms, definitions and
provisions of the Plan adopted
by the Company, which is incorporated herein by
reference.
If
designated in the Notice of Grant as an Incentive Stock
Option, this Option is intended to qualify as an Incentive
Stock Option as defined in Section 422 of the Code;
provided,
however , that to the extent that the aggregate Fair
Market Value of stock with respect to which Incentive Stock
Options (within the meaning of Code Section 422, but without
regard to Code Section 422(d)), including this Option,
exercisable for the first time by Optionee during any calendar
year (under the Plan and all other incentive stock option
plans of the Company, if any) exceeds $100,000, such options
shall be treated as not qualifying under Code
Section 422, but rather shall be treated as Non-Incentive
Stock Options to the extent required by Code Section
422. The rule set forth in the preceding sentence
shall be applied by taking options into account in the order
in which they were granted. For purposes of these
rules, the Fair Market Value of stock shall be determined as
of the time the option with respect to such stock is
granted.
2.
Exercise of Option . This Option is exercisable
as follows:
(a)
Right to Exercise .
(i)
This
Option shall be exercisable cumulatively according to the vesting
schedule set out in the Notice of Grant. For purposes of
this Stock Option Agreement, Option Shares subject to this Option
shall vest based on Optionee’s continued status as an
Eligible Person.
(ii)
This
Option may not be exercised for a fraction of a Share.
(iii)
In
the event of Optionee’s death, disability or other
termination of Optionee’s status as an Eligible Person, the
exercisability of the Option is governed by Sections 7, 8 and
9 below.
(iv)
In
no event may this Option be exercised after the date of expiration
of the term of this Option as set forth in the Notice of
Grant.
(b)
Method of Exercise . This Option shall be
exercisable by written Notice (in the form attached as Exhibit A
). The Notice must state the number of Option Shares for
which the Option is being exercised, and such other representations
and agreements with respect to such Option Shares as may be
required by the Company pursuant to the provisions of the
Plan. The Notice must be signed by Optionee and shall be
delivered in person or by certified mail to the Secretary of the
Company. The Notice must be accompanied by payment of
the Exercise Price plus payment
of any applicable withholding tax. This Option shall be
deemed to be exercised upon receipt by the Company of such written
Notice accompanied by the Exercise Price and payment of any
applicable withholding tax.
No
Option Shares shall be issued pursuant to the exercise of an
Option unless such issuance and such exercise comply with all
relevant provisions of law and the requirements of any stock
exchange upon which the Option Shares may then be
listed. Assuming such compliance, for income tax
purposes the Option Shares shall be considered transferred to
Optionee on the date on which the Option is exercised with
respect to such Option Shares.
3.
Optionee’s Representations . If the Option
Shares purchasable pursuant to the exercise of this Option have not
been registered under the Securities Act of 1933, as amended (the
“Securities Act”), at the time this Option is
exercised, Optionee shall, if required by the Company, concurrently
with the exercise of all or any portion of this Option, deliver to
the Company his or her Investment Representation Statement in the
form attached hereto as Exhibit B
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4.
Method of Payment . Payment of the Exercise Price
shall be by any of the following, or a combination
thereof:
(a)
cash;
(b)
check;
(c)
if
the aggregate purchase price of the Option Shares purchased by any
Optionee at one time exceeds $5,000, the Compensation Committee,
solely in its discretion, may permit all or part of the Exercise
Price for the Option Shares to be paid by delivery to the Company
of cancelled shares of the Company's Common Stock owned by the
Optionee pursuant to Section 8 of the Plan; or
(d)
with
the consent of the Compensation Committee, any method of payment,
or combination thereof that is permitted in the Plan.
5.
Restrictions on Exercise . If the issuance of
Option Shares upon such exercise or if the method of payment for
such shares would constitute a violation of any applicable federal
or state securities or other law or regulation, then the Option may
also not be exercised. The Company may require Optionee
to make any representation and warranty to the Company as may be
required by any applicable law or regulation before allowing the
Option to be exercised.
6.
Termination of Relationship . If Optionee ceases
to be an Eligible Person (other than by reason of Optionee’s
death or the total and permanent disability of Optionee as defined
in Code Section 22(e)(3)), Optionee may exercise this Option, to
the extent the Option was vested at the date on which Optionee
ceases to be an Eligible Person, but only within thirty days from
such date (and in no event later than the expiration date of the
term of this Option set forth in the Notice of
Grant). To the extent that the Option is not vested at
the date on which Optionee ceases to be an Eligible Person, or if
Optionee does not exercise this Option within the time specified
herein, the Option shall terminate.
7.
Disability of Optionee . If Optionee ceases to be
an Eligible Person as a result of his or her total and permanent
disability as defined in Code Section 22(e)(3), Optionee may
exercise the Option to the extent the Option was vested at the date
on which Optionee ceases to be an Eligible Person, but only within
thirty days from such date (and in no event later than the
expiration date of the term of this Option as set forth in the
Notice of Grant). To the extent that the Option is not
vested at the date on which Optionee ceases to be an Eligible
Person, or if Optionee does not exercise such Option within the
time specified herein, the Option shall terminate.
8.
Death of Optionee . If Optionee ceases to be an
Eligible Person as a result of the death of Optionee, the vested
portion of the Option may be exercised at any time within thirty
days following the date of death (and in no event later than the
expiration date of the term of this Option as set forth in the
Notice of Grant) by Optionee’s estate or by a person who
acquires the right to exercise the Option by bequest or
inheritance. To the extent that the Option is not vested
at the date of death, or if the Option is not exercised within the
time specified herein, the Option shall terminate.
9.
Non-Transferability of Option . This Option may
not be transferred in any manner by the Optionee, either
voluntarily or involuntarily, except by will or the laws of descent
and distribution. The terms of this Option shall be
binding upon the executors, administrators, heirs, successors and
assigns of Optionee.
10.
Term of Option . This Option may be exercised
only within the term set out in the Notice of Grant.
11.
Restrictions on Option Shares . Optionee hereby
agrees that Option Shares purchased upon the exercise of the Option
shall be subject to such terms and conditions as the Compensation
Committee shall determine in its sole discretion. Such
terms and conditions may, in the Compensation Committee’s
sole discretion, be contained in the Exercise Notice with respect
to the Option or in such other agreement as the Compensation
Committee shall determine and which the Optionee hereby agrees to
enter into at the request of the Company.
(Signature
Page Follows)
This
Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which
sha
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