EXHIBIT 10.2
FORM OF
NON-QUALIFIED STOCK OPTION
AGREEMENT
This Non-qualified Stock Option
Agreement (this “ Agreement ”) is made and
entered into as of ____________, 2___ (the “ Grant
Date ”) by and between BioLargo, Inc., a Delaware
corporation (the “ Company ”), whose address is
2603 Main Street, Suite 1155, Irvine, California 92614, and
_____________________ an individual (“ Optionee
”). Capitalized terms used herein without definition shall
have the meanings given to them in the BioLargo, Inc. 2007 Equity
Incentive Plan (the “ Plan ”, a copy of which is
attached hereto as Appendix A and incorporated by this
reference).
RECITALS
A. The Board of Directors of the
Company (the “ Board ”) and the stockholders of
the Company have approved and adopted the Plan under which the
Company may grant Options to certain personnel of the Company such
as Optionee.
B. Pursuant to the Plan, the
Compensation Committee of the Board (the “ Committee
”) has authorized granting to Optionee, effective as of the
date of this Agreement, a non-qualified stock option under such
terms and conditions as are hereinafter set forth.
NOW, THEREFORE, in consideration of
the mutual covenants, agreements, representations and warranties
herein set forth and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as
follows:
1. Grant of Stock Option .
The Company hereby grants to Optionee a Non-Qualified Stock Option
(the “Option”) to purchase, upon and subject to the
terms and conditions of the Plan and this Agreement, all or any
part of ____________________
( )
shares of Stock at a per share exercise price of ____________
United States Dollars ($___) (the “Per Share Exercise
Price”).
2. Vesting . Subject to
Sections 4.2 and 6 hereof, the Option shall become exercisable with
respect to the following percentages of the number of shares
subject to the Option on the following dates and at any time
thereafter until such Option shall terminate in accordance with the
terms of this Agreement or the Plan:
3. Manner of Exercise and
Payment . Optionee shall exercise the Option by giving
(a) written notice of such exercise to the Committee
specifying the number of shares of Stock with respect to which such
Option is being exercised, together with (b) payment of the
full purchase price for such shares, by wire transfer to a Company
account designated by the Committee or by unendorsed certified or
cashier’s check, equal to the number of shares to be
purchased multiplied by the Per Share Exercise Price.
3.1. Effective Date of
Exercise . The date upon which such written notice is given and
payment of the full purchase price is received by the Company shall
be the exercise date for the Option. From such exercise date,
Optionee shall be entitled to the issuance of a stock certificate
evidencing Optionee’s ownership of the shares of Stock
acquired pursuant to such exercise (but subject to Section 8
hereof). Optionee shall not have any of the rights or privileges of
a stockholder of the Company (including, without limitation, rights
to distributions, voting rights, inspection rights,
dissenter’s rights, rights to bring a derivative action, or
other rights of a shareholder under applicable corporate law) in
respect of any shares of Stock issuable upon exercise of such
Option until and only to the extent such Option is exercised and
certificates representing such shares shall have been issued and
delivered.
3.2. No Fractional Shares .
No installment of such Stock Option shall be exercisable except
with respect to whole shares.
4. Termination .
4.1. In General . The Option
granted under Section 1 hereof, to the extent unexercised,
shall terminate at the close of business on the tenth (10th )
anniversary of the Grant Date, subject to Section 6 or
Section 7 hereof (as applicable), Section 7(a) of the Plan or
the determination of the Committee pursuant to Section 7(a) of the
Plan.
4.2. Change of Control. If,
in connection with the Change of Control, the Options under the
Plan are not assumed, or if substitute Options are not issued, or
if the assumed or substituted awards fail to contain similar terms
and conditions as the Option prior to the Change of Control or fail
to preserve, to the extent applicable, the benefit to be provided
to the Participant as of the date of the Change of Control,
including but not limited to the right of the Optionee to receive
shares upon exercise of the Option that are registered for sale to
the public pursuant to an effective registration statement filed
with the U.S. Securities and Exchange Commission, then each holder
of an Option that is outstanding as of the date of the Change of
Control shall have the right, exercisable by written notice to the
Company (or its successor in the Change of Control transaction)
within 30 days after the Change of Control (but not beyond the
Option’s expiration date), to receive, in exchange for the
surrender of the Option, an amount of cash equal to the excess of
the greater of the Fair Market Value of the Shares determined on
the Change of Control date or the Fair Market Value of the Shares
on the date of surrender covered by the Option (to the extent
vested and not yet exercised) that is so surrendered over the
purchase or grant price of such Shares under the Award. If the
Committee so determines prior to the Change of Control, any such
Option that is not exercised or surrendered prior to the end of
such 30-day period will be cancelled.
2
5. Non-Transferability. Neither
Optionee nor any successor or assignee thereof shall have any power
or right to transfer, assign, anticipate, hypothecate or otherwise
encumber any part or all of the Option granted under Section 1
hereof, other than by will or by the laws of descent and
distribution, and such Option shall be exercisable during
Optionee’s lifetime only by Optionee; nor shall all or any
part of such Option be subject to seizure by any creditor of any
such person, by a proceeding at law or in equity, and no such
benefit shall be transferable by operation of law in the event of
the bankruptcy or insolvency of Optionee or any successor or
assignee thereof. Any such attempted assignment or transfer shall
be void and shall terminate this Agreement, and the Company shall
thereupon have no further liability hereunder.
6. Cessation of Employment
.
6.1. In General . Subject to
Sections 6.2 and 7 hereof, if Optionee ceases to be employed by the
Company or any of Subsidiary, Optionee may, subject to the time
limitations of Section 4 hereof, exercise the Option granted
under Section 1 hereof to the extent that Optionee was
entitled to exercise it under Section&nbs
