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Exhibit
99.3
STOCKERYALE,
INC.
Incentive Stock Option
Agreement
Granted Under 2007 Stock
Incentive Plan
This agreement evidences the
grant by StockerYale, Inc., a Massachusetts corporation (the
“ Company ”), on
, 200 (the “ Grant Date ”)
to
, an employee of the Company (the “ Participant
”), of an option to purchase, in whole or in part, on the
terms provided herein and in the Company’s 2007 Stock
Incentive Plan (the “ Plan ”), a total of
shares (the “ Shares ”) of common stock, $0.001
par value per share, of the Company (“ Common Stock
”) at $
per Share. Unless earlier terminated, this option shall expire on
(the “ Final Exercise Date ”).
It is intended that the
option evidenced by this agreement shall be an incentive stock
option as defined in Section 422 of the Internal Revenue Code
of 1986, as amended and any regulations promulgated thereunder (the
“ Code ”). Except as otherwise indicated by the
context, the term “ Participant ”, as used in
this option, shall be deemed to include any person who acquires the
right to exercise this option validly under its terms.
This option will become
exercisable (“ vest ”) as to
% of the
original number of Shares on the
anniversary of the Grant Date and as to an additional
% of the
original number of Shares at the end of each successive [
month] period following the first
anniversary of the Grant Date until the
anniversary of the Grant Date.
The right of exercise shall
be cumulative so that to the extent the option is not exercised in
any period to the maximum extent permissible it shall continue to
be exercisable, in whole or in part, with respect to all shares for
which it is vested until the earlier of the Final Exercise Date or
the termination of this option under Section 3 hereof or the
Plan.
(a) Form of Exercise .
Each election to exercise this option shall be in writing, signed
by the Participant, and received by the Company at its principal
office, accompanied by this agreement, and payment in full in the
manner provided in the Plan. The Participant may purchase less than
the number of shares covered hereby, provided that no partial
exercise of this option may be for any fractional share.
(b) Continuous
Relationship with the Company Required . Except as otherwise
provided in this Section 3, this option may not be exercised
unless the Participant, at the time he or she exercises this
option, is, and has been at all times since the Grant Date, an
employee, officer or director of, or consultant or advisor to, the
Company or any parent or subsidiary of the Company as defined in
Section 424(e) or (f) of the Code (an “ Eligible
Participant ”).
(c) Termination of
Relationship with the Company . If the Participant ceases to be
an Eligible Participant for any reason, then, except as provided in
paragraphs (d) and (e) below, the right to exercise this
option shall terminate three months after such cessation (but in no
event after the Final Exercise Date), provided that
this option shall be exercisable only to the extent that the
Participant was entitled to exercise this option on the date of
such cessation. Notwithstanding the foregoing, if the Participant,
prior to the Final Exercise Date, violates the
non-competition
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