EXHIBIT
10.6
DIRECTOR NON-QUALIFIED STOCK OPTION
AGREEMENT
THIS STOCK OPTION AGREEMENT (the
“Agreement”) entered into as of this 25 th
day of September, 2008 between GelTech Solutions, Inc. (the
“Company”) and ____________ (the
“Director”), a member of the Company’s board of
directors (the “Board”).
WHEREAS, by action taken by the Board it
has adopted the 2007 Equity Incentive Plan (the
“Plan”); and
WHEREAS, by action taken by the Board it
has been determined that in order to enhance the ability of the
Company to attract and retain qualified directors it will grant the
Director the right to purchase stock in the Company pursuant to
non-qualified options.
NOW THEREFORE, in consideration of the
mutual covenants and promises hereafter set forth and for other
good and valuable consideration, receipt of which is acknowledged,
the parties hereto agree as follows:
1.
Grant of Non-Qualified
Options . The Company
irrevocably grants to the Director, as a matter of separate
agreement and not in lieu of salary or other compensation for
services, the right and option to purchase all or any part of
__________ shares of authorized but unissued or treasury common
stock of the Company (the “Options”) on the terms and
conditions herein set forth. Of the Options, _______ shall be
for service as a director, _______shall be for service as Chairman
of the Audit Committee, and ____________ shall be for service as a
member of the Compensation Committee.
2.
Price . The exercise price of the shares of common
stock subject to the Options shall be $0.88 per share.
3.
Vesting -When Exercisable
.
(a)
The Options shall vest on June 30, 2009
as long as the Director remains with the Company in the capacity in
which the grant was received on such vesting date.
(b)
Subject to Sections 3(c) and 4 of this
Agreement, Options may be exercised prior to vesting and remain
exercisable for 10 years from the date of grant or until 6:00 p.m.
New York time on September 25, 2018.
(c)
However, notwithstanding any other
provision of this Agreement at the option of the Board, all
Options, whether vested or unvested shall be immediately forfeited
in the event of:
(1)
Purchasing or selling securities of the
Company without written authorization in accordance with the
Company’s inside information guidelines then in
effect;
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(2)
Breaching any duty of confidentiality
including that required by the Company’s inside information
guidelines then in effect;
(3)
Competing with the Company; or
(4)
Recruitment of Company personnel after
ceasing to be a director.
(d)
Notwithstanding any other provision in
this Agreement, the Options automatically vest on the date of a
“Change in Control.” A “Change in
Control” shall mean any of the following:
(1)
the consummation of a merger or
consolidation of the Company with or into another entity or any
other corporate reorganization, if more than 50% of the combined
voting power of the continuing or surviving entity’s
securities outstanding immediately after such merger, consolidation
or other corporate reorganization are owned by persons who were not
shareholders of the Company immediately prior to such merger,
consolidation or other corporate reorganization;
(2)
any entity or person not now an executive
officer, director or 30% beneficial owner of the Company becomes
either individually or as part of a group (required to file a
Schedule 13D or 13G with the Securities and Exchange Commission
(“SEC”)) the beneficial owner of 30% or more of the
Company’s common stock; for this purpose, the terms
“person” and “beneficial ownership” shall
have the meanings provided in Section 13(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”) or related
rules promulgated by the SEC;
(3)
the closing of a sale of all or
substantially all of the assets of the Company in a transaction
which requires shareholder approval;
(4)
individuals who, as of the date of this
Agreement, constitute the Board (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the
Board, provided, however, that any individual becoming a director
subsequent to the date of this Agreement whose election or
nomination for election by the Company’s shareholders was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual whose initial assumption of
office is in connection with an actual or threatened election
contest relating to the election of the directors of the Company
(as such term is used in Rule 14a-11 of Regulation 14A, or any
successor section, promulgated under the Exchange Act);
or
(5)
the Board, in its sole and absolute
discretion, determines that there is a Change in Control of the
Company.
4.
Termination of Relationship
.
(a)
If for any reason, except death or
disability as provided below, the Director
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ceases to act as a director of the
Company, all rights granted hereunder shall terminate effective one
year from the date the Director ceases to act as a director, except
as otherwise provided for herein.
(b)
If the Director shall die while a
director of the Company, his estate or any Transferee, as defined
herein, shall have the right within one year from the date of the
Director’s death to exercise the Director’s vested
Options subject to Section 3(c). For the purpose of this Agreement,
“Transferee” shall mean a person to whom such shares
are transferred by will or by the laws of descent and
distribution.
(c)
No transfer of the Options by the
Director by will or by the laws of descent and distribution shall
be effective to bind the Company unless the Company shall have been
furnished with written notice thereof and a copy of the letters
testamentary or such other evidence as the Board may deem necessary
to establish the authority of the state and the acceptance by the
Transferee or Transferees of the terms and conditions of the
Options.
(d)
If the Director becomes disabled while a
director of the Company within the meaning of Section 22(e)(3) of
the Internal Revenue Code of 1986, the three-month period referred
to in Section 4(a) of this Agreement shall be extended to one
year.
5.
Profits on the Sale of Certain Shares;
Redemption . If any of
the events specified in Section 3(c) of this Agreement occur within
one year from th
