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Exhibit 10.7
NANOSPHERE,
INC.
2007 LONG-TERM INCENTIVE
PLAN
OPTION AWARD
AGREEMENT
(Cliff-vested,
performance-accelerated)
FOR
NAME
GRANT DATE:
NANOSPHERE, INC.
2007 LONG-TERM INCENTIVE PLAN
OPTION AWARD AGREEMENT
1. A STOCK OPTION to
acquire ______ shares (hereinafter referred to as
“Shares”) of Common Stock of Nanosphere, Inc.
(hereinafter referred to as the “Company”) is hereby
granted to NAME (hereinafter referred to as the
“Optionee”), subject in all respects to the terms and
conditions of the Nanosphere, Inc. 2007 Long-Term Incentive Plan
(hereinafter referred to as the “Plan”) and such other
terms and conditions as are set forth herein. All capitalized terms
used in the Agreement, and not otherwise defined herein, shall have
the meanings ascribed to them in the Plan.
2. The Option is intended to
constitute an Incentive Stock Option under Section 422 of the
Internal Revenue Code of 1986.
3. The Option price as
determined by the Committee is
per Share. The Option price may be paid in any one or a combination
of cash, personal check, Shares already owned for at least six
(6) months or broker exercise notice.
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4. |
a. |
The Option shall become exercisable on
;
provided , that , the Option may become exercisable
earlier than
to the extent the performance milestones set forth on
Exhibit A attached hereto have been met on the terms
and conditions set forth on such Exhibit A . |
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b. |
|
In the event of a Change of Control, the Option shall become
immediately and fully exercisable. |
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c. |
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In the event the Optionee’s Continuous Service is
terminated for any reason, the Optionee’s right to continued
vesting ends upon such termination. If such termination is a result
of the Optionee’s death or because the Optionee is Disabled,
the Optionee or the Optionee’s beneficiary shall have the
right to exercise this Option for a period of twelve months after
the date of termination. If such termination is for any other
reason, other than Cause, the Optionee’s right to exercise
this Option shall terminate three months after termination of
Continuous Service. |
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d. |
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In the event the Optionee’s Continuous Service is
terminated for Cause, the Option shall be immediately forfeited and
any amounts received pursuant to this Agreement shall be returned
to the Company and the Option price shall be repaid to the
Optionee. |
5. The Option may not be
exerci
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