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Exhibit
10.4
ICAGEN,
INC.
Nonstatutory Stock Option
Agreement
Granted Under 2004
Stock Incentive Plan
[FOR DIRECTOR
OPTIONS]
[NOTE: Such director
options may only be granted to the individual who is
director]
This agreement evidences the
grant by Icagen, Inc., a Delaware corporation (the
“Company”), on
, 200 (the “Grant Date”) to
, a director 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 2004 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 at
5:00 p.m., Eastern time, on
(the “Final Exercise Date”).
It is intended that the
option evidenced by this agreement shall not 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 100% of the original number
of Shares on the Grant Date.
(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 as
follows:
(1) in cash or by check,
payable to the order of the Company;
(2) by (i) delivery of an
irrevocable and unconditional undertaking by a creditworthy broker
to deliver promptly to the Company sufficient funds to pay the
exercise price and any required tax withholding or (ii) delivery by
the Participant to the Company of a copy of irrevocable and
unconditional instructions to a creditworthy broker to deliver
promptly to the Company cash or a check sufficient to pay the
exercise price and any required tax withholding;
(3) with the approval of the
Board, when the Common Stock is registered under the Exchange Act,
by delivery of shares of Common Stock owned by the Participant
valued at their fair market value as determined by (or in a manner
approved by) the Board in good faith (“Fair Market
Value”), provided (i) such method of payment is then
permitted under applicable law and (ii) such Common Stock, if
acquired directly from the Company, was owned by the Participant at
least six months prior to such delivery;
(4) to the extent permitted
by applicable law and by the Board, in its sole discretion by (i)
delivery of a promissory note of the Participant to the Company on
terms determined by the Board, or (ii) payment of such other lawful
consideration as the Board may determine; or
(5) by any combination of the
above permitted forms of payment.
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