FORM OF EMPLOYEE STOCK OPTION AGREEMENT
(Rev 1/05)
DYADIC INTERNATIONAL, INC.
2001 EQUITY COMPENSATION PLAN
STOCK OPTION GRANT AGREEMENT
This STOCK OPTION GRANT AGREEMENT (this "Agreement"), dated as
of
[INSERT DATE] (the "Date of Grant"), is
delivered by Dyadic International, Inc.
(the "Company") to [INSERT EMPLOYEE NAME].
(the "Grantee").
RECITALS
A. [INSERT APPROPRIATE CONORMING CHANGES] Concurrently with the
execution and delivery of this Agreement,
the Grantee has entered into an
employment agreement with the Company dated
of even date herewith (as may be
amended, restated or otherwise modified,
the "Employment Agreement"), pursuant
to which the Grantee will serve as the
[INSERT TITLE].
B. The Dyadic International, Inc. 2001 Equity Compensation Plan (as
may
be amended, restated or otherwise modified,
the "Plan") provides for the grant
of options to purchase shares of common
stock of the Company. A copy of the Plan
has heretofore been furnished to the
Grantee, receipt of which is hereby
expressly acknowledged. Capitalized terms
used but not otherwise defined herein
shall have the meanings given such terms in
the Plan.
C. As contemplated in Section 1(a) of the Plan, the Board of
Directors
of the Company has appointed a committee
(the "Committee") to administer the
Plan.
D. To induce the Grantee to enter into the Employment Agreement
and
continue to perform the obligations
specified therein and promote the best
interests of the Company, the Committee has
decided to Grant an Option to the
Grantee under the Plan to purchase shares
of Company Stock ("Shares").
AGREEMENT:
NOW, THEREFORE, the parties to this Agreement, intending to be
legally
bound hereby, agree as follows:
1. Grant of Option. Subject to the terms
and conditions set forth in this
Agreement and in the Plan, the Company
hereby grants to the Grantee an Option to
purchase 40,000 Shares at an exercise price
of $[INSERT PRICE] per Share (which
is the Fair Market Value on the date of
Grant, being equal to the mean of the
final "asked" and "bid" prices of the
Shares on the date hereof, as fixed by the
terms of the Plan). The Option shall become
exercisable in accordance with the
terms of Paragraph 2 below. In accordance
with Section 5(g) of the Plan, the
Option shall be treated as an Incentive
Stock Option except to the extent that
the aggregate Fair Market Value of the
Shares as of the date of the grant with
respect to which Incentive Stock Option is
for the first time exercisable by the
Grantee during any calendar year under the
Plan exceeds $100,000, then the
Option, as to such excess, shall be treated
as a Nonqualified Stock Option.
<PAGE>
2. Exercisability of Option. The number of
Shares in respect of which the
Grantee shall be permitted to exercise the
Option shall be determined by
reference to the dates (each a "Vesting
Date") fixed in the table set forth
below, provided that: (a) exercisability of
Shares is cumulative; and (b) there
must not have occurred a termination of the
Grantee's employment with the
Company (the "Employment Relationship") for
any reason whatsoever (the date of
such termination being hereinafter referred
to as the "Termination Date") prior
to a Vesting Date in order for the Option
to be exercisable in respect of the
Shares indicated opposite that Vesting
Date:
Vesting Date
Additional Shares for Which the
Option is Exercisable
1st Anniversary of Date of Grant
1/4th of Option Shares
2nd Anniversary of Date of Grant
1/4th of Option Shares
3rd Anniversary of Date of Grant
1/4th of Option Shares
4th Anniversary of Date of Grant
1/4th of Option Shares
3. Term of Option.
(a) The Option shall be exercisable for a term commencing with the
Date
of Grant and ending on the earlier of (i)
the fifth (5th) anniversary of the
Date of Grant or (ii) the termination of
the Plan, unless the Option is
terminated at an earlier date in accordance
with the provisions of this
Agreement or the Plan.
(b) Any portion of the Option that is not exercisable on the
Termination Date shall terminate on that
date.
(c) The Option, to the extent exercisable, shall automatically
terminate upon the earlier of (x) the
expiration of the period fixed in
Paragraph 3(a), above, or (y) the first to
occur of any of the following events:
(i) Subject to clause (v) below, the expiration of the 90 day
period following the Termination Date, if the termination is for
any
reason other than the Disability of the Grantee, his death or
for
Cause.
(ii) Subject to clause (v) below, the expiration of the one
(1) year period after the Termination Date, to the extent the
Option is
then unvested, if the termination of the Employment Relationship
was on
account of the Grantee's Disability.
(iii) The expiration of the one (1) year period after the
Termination Date, if the reason for the termination of the
Employment
Relationship was on account of the Grantee's death.
<PAGE>
(iv) The Termination Date, if the termination of the
Employment Relationship was for Cause.
(v) The
provisions of clauses (i) and (ii) above to the
contrary notwithstanding, if the Grantee engages in conduct
that
constitutes Cause after the Termination Date, the Option shall
immediately terminate to the extent then unexercised (regardless
of
vesting).
(d) In accordance with Section 5(e)(ii) of the Plan, if the
provisions
of either clause (iv) or clause (v) of
Paragraph 3(c) applied to the termination
of the Option, the Grantee shall
automatically forfeit all Shares underlying any
exercised portion of the Option for which
the Company has not yet delivered the
share certificates, upon refund by the
Company of the exercise price paid by the
Grantee for such Shares.
4.
Exercise Procedures.
(
