CLARIENT, INC. 2007 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
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Clarient, Inc., a Delaware corporation (the " Company "), pursuant to its 2007 Incentive Award Plan (the " Plan "), hereby grants to the holder listed below (" Participant "), an option to purchase the number of shares of the Company's common stock, par value $0.01 (" Stock "), set forth below (the " Option "). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the " Stock Option Agreement ") and the Plan, which are incorporated herein by reference. Unless otherwise defined in this Grant Notice or in the Stock Option Agreement , the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option.
Pursuant to the Stock Option Grant Notice (the " Grant Notice ") to which this Stock Option Agreement (this " Agreement ") is attached, Clarient, Inc. a Delaware corporation (the " Company "), has granted to the Participant an option under the Company's 2007 Incentive Award Plan (the " Plan ") to purchase the number of shares of Stock indicated in the Grant Notice.
1.1 Defined Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined in the Grant Notice or this Agreement shall have the meanings specified in the Plan.
(a) " Administrator " shall mean the Board or the Committee responsible for conducting the general administration of the Plan in accordance with Article 12 of the Plan; provided that if the Participant is an Independent Director, "Administrator" shall mean the Board.
(b) " Cause " shall mean (a) the Participant's failure to adhere to any lawful written policy of the Company (unless the Participant's failure to adhere is at the request of the Board) if the Participant has been given a reasonable opportunity to comply with such policy and cure the Participant's failure to comply (which reasonable opportunity to cure must be granted for a period of at least ten days and up to thirty days, if reasonable); (b) the Participant's appropriation (or attempted appropriation) of a business opportunity of the Company, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Company; (c) the Participant's misappropriation (or attempted misappropriation) of any of the Company's funds or property (including without limitation trade secrets and other intellectual property); or (d) the Participant's conviction of, or Participant's entering of a guilty plea or plea of no contest with respect to, a felony or the equivalent thereof.
(c) " Change of Control " shall have the meaning provided in the Plan, except that for purposes of the vesting schedule contained in the Grant Notice and the definition of Severance Termination only, Change of Control shall mean (a) the issuance, sale, transfer or acquisition of shares of capital stock of the Company (including a transfer as a result of death, disability, operation of law, or otherwise) in a single transaction or a group of related transactions, as a result of which any entity, person, or group (other than Safeguard Scientifics, Inc. and/or its affiliates) acquires the beneficial ownership of newly issued, outstanding or treasury shares of the capital stock of the Company having 50% or more of the combined voting power of the Company's then outstanding securities entitled to vote for at least a majority of the authorized number of directors of the Company or (b) any merger, consolidation, sale of all or substantially all the assets or other comparable transaction as a result of which all or substantially all of the assets and business of the Company are acquired directly or indirectly by another entity (except Safeguard Scientifics, Inc. and/or any of its affiliates). An "affiliate" of an entity is an entity controlling, controlled by, or under common control with the entity specified, directly or indirectly through one or more intermediaries. "Group" shall have the same meaning as in section 13(d) of the Securities Exchange Act of 1934, and "beneficial ownership" shall have the meaning set forth in Rule 13d-3 of the Securities and Exchange Commission adopted under the Securities Exchange Act of 1934.
(d) " Good Reason " shall mean (i) the Participant's assignment (without the Participant's consent) to a position, title, responsibilities, or duties of a materially lesser status or degree of responsibility than the position, responsibilities, or duties of Chief Financial Officer of a comparable publicly-held company or removal from his position as an executive officer of the Company, (ii) the relocation of the Company's offices at which the Participant is principally employed to a location which is more than thirty miles from the location of the Company's principal offices on the date of this Agreement, (iii) the reduction of the Participant's base salary or bonus opportunity, except pursuant to a reduction which also applies to the Company's other senior executives or (iv) the requirement that the Participant report to any officer of the Company other than its Chief Executive Officer; provided, however, that the Participant must have given the written notice to the Company that the Participant believes he has the right to terminate employment for good reason, within ninety (90) days of the initial occurrence of such event, and the Company fails to eliminate the good reason within fifteen (15) days after receipt of the notice. Further, the Participant's termination of employment must occur within 2 years from the initial occurrence of an event that constitutes good reason.
(e) " Retirement " shall mean (i) with respect to an Independent Director, a Termination of Directorship after the Independent Director has attained 55 years of age and completed at least three years of service on the Board and (ii) with respect to an Employee or Consultant, a Termination of Employment or a Termination of Consultancy, as the case may be, after the Employee or the Consultant has attained 55 years of age and completed at least five years of employment or consultancy service with the Company, as the case may be.
(f) " Severance Termination " shall mean a Termination of Employment of the Participant by the Company without Cause, by the Participant for Good Reason within twelve months after a Change of Control, or by reason of the Participant's death or disability.
(g) " Termination of Consultancy " shall mean the time when the engagement of the Participant as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, discharge, death or retirement, but excluding: (a) terminations where there is a simultaneous employment or continuing employment of the Participant by the Company or any Subsidiary, and (b) terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant's service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.
(h) " Termination of Directorship " shall mean the time when the Participant, if he or she is or becomes an Independent Director, ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board, in its sole and absolute discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to Independent Directors.
(i) " Termination of Employment " shall mean the time when the employee-employer relationship between the Participant and the Company or any Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding: (a) terminations where there is a simultaneous reemployment or continuing employment of the Participant by the Company or any Subsidiary, and (b) terminations where there is a simultaneous establishment of a consulting
relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary, provided , that a Termination of Employment shall only occur if such termination of the employee-employer relationship constitutes a "separation from service" (within the meaning of Section 409A(a)(2)(A)(i) of the Code). The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Employment; provided, however, that, if this Option is an Incentive Stock Option, unless otherwise determined by the Administrator in its discretion, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section.
(j) " Termination of Services " shall mean the Participant's Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.
1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control, except that any definitions provided in the Grant Notice or this Agreement with respect to capitalized terms shall supersede the definitions contained in the Plan.
2.1 Grant of Option. In consideration of the Participant's past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the " Grant Date "), the Company irrevocably grants to the Participant the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Gra