EXHIBIT 10.1
FORM OF DIRECTORS’ OPTION
AGREEMENT
STOCK OPTION
AGREEMENT
THIS AGREEMENT, made this ____ day of
_________200_, by and between SpectraScience, Inc., a Minnesota
corporation (the "Company”) and _________
("Optionee").
Pursuant to its Amended 2001 Stock Option Plan
(the "Plan), the Company hereby grants to Optionee, on the date set
forth above, the right and option (hereinafter called the
"option”) to purchase all or any part of an aggregate of
_______________ (________) shares of Common Stock par value $0.01
per share (the "Shares"), on the terms and conditions set forth
herein. This option is not intended to be an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"). All capitalized terms not defined
herein are defined in the Plan.
2.
Duration and Exercisability.
(a) This option shall be exercisable on and
after the dates set forth below for the number of Shares
indicated.
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This Option
shall in all events terminate on _________, 201_.
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(c) During the
lifetime of Optionee, the option shall be exercisable only by
Optionee and shall not be assignable or transferable by Optionee
other than by will or the laws of descent and
distribution.
3.
Manner of Exercise.
(a) The option can be exercised only by Optionee
or other proper party by delivering within the option period
written notice to the Company at its principal office. The notice
shall state the number of Shares as to which the option is being
exercised and be accompanied by payment in full of the option price
for all shares designated in the notice. The original Option
Agreement and the number of Shares issued to optionee shall be
noted on the original certificate prior to its return to
Optionee.
(b) Optionee may pay the option price in cash by
check (bank check, certified check or personal check), or by money
order or as otherwise provided in the Plan.
(a) This option
is issued pursuant to the Company's Amended 2001 Stock Option Plan
and is subject to its terms which are incorporated by reference
herein. The terms of the Plan are available for inspection during
business hours at the principal office of the Company.
(b) Optionee shall have none of the rights of a
shareholder with respect to Shares subject to this option until
such Shares shall have been issued to Optionee upon exercise of
this option.
(c) The exercise of all or any parts of this
option shall only be effective at such time that the sale of Shares
pursuant to such exercise will not violate any state or federal
securities laws.
(d) If there shall be any change in the Common
Stock of the Company through merger, consolidation, reorganization,
recapitalization, dividend in the form of stock (of whatever
amount, stock split or other change in the corporate structure of
the Company and all or any portion of the option shall then be
unexercised and not yet expired, then equitable adjustments in the
outstanding option shall be made by the Company in order to prevent
dilution or enlargement of option rights. Such adjustments shall
include, where appropriate changes in the number of Shares and the
price per share subject to the outstanding option.
(e) The Company shall at all times during the
term of the option reserve and keep available such number of Shares
as will be sufficient to satisfy the requirem
