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Exhibit
10.3
ICAGEN,
INC.
Nonstatutory Stock Option
Agreement
Granted Under 2004
Stock Incentive Plan
This agreement evidences the
grant by Icagen, Inc., a Delaware corporation (the
“Company”), on
, 200 (the “Grant
Date”) to
, an [employee], [consultant], [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 becomes
exercisable (“vest”) as to
shares [total number of shares divided by 48] for each full month
of continuous employment with the Company beginning
.
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 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.
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 [or for
fewer than ten whole shares].
(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 or officer of, or consultant or advisor to, the Company or
any other entity the employees, officers, directors, consultants,
or advisors of which are eligible to receive option grants under
the Plan (an “Eligible Participant”).
(c) [FOR EXECUTIVE OFFICERS]
Termination of Relationship with the Company . If the
Participant ceases to be an Eligible Participant for any reason,
then, except as provided in paragraph[s] (d) [and (e)] below,
the right to exercise this option shall terminate
[days/years] [180 days for any grant made during the first four
years of employment; one year for any grant made during the fifth
year of employment; two years for any grant made during the sixth
year of employment; three years for any grant made during the
seventh year of employment; four years for any grant made during
the eighth year of employment; five years for any grant made during
the ninth year of employment or beyond] after such cessation
(b
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