NANOSPHERE, INC.
2007 LONG-TERM INCENTIVE PLAN
INCENTIVE STOCK OPTION AWARD AGREEMENT
1. An INCENTIVE STOCK
OPTION to acquire ______ shares (hereinafter referred to as
“Shares”) of Common Stock of Nanosphere, Inc.
(hereinafter referred to as the “Company”) is hereby
granted to NAME (hereinafter referred to as the
“Optionee”), subject in all respects to the terms and
conditions of the Nanosphere, Inc. 2007 Long-Term Incentive Plan
(hereinafter referred to as the “Plan”) and such other
terms and conditions as are set forth herein. All capitalized terms
used in the Agreement, and not otherwise defined herein, shall have
the meanings ascribed to them in the Plan.
2. The Option is intended to
constitute an Incentive Stock Option under Section 422 of the
Internal Revenue Code of 1986.
3. The Option price as
determined by the Committee is Eighteen Cents ($0.18) per Share.
The Option price may be paid in any one or a combination of cash,
personal check, Shares already owned for at least six
(6) months or broker exercise notice.
4. a. The Option shall become
exercisable over a four-year period as follows:
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Vesting Date |
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Shares Exercisable |
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b. |
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In the event of a Change of Control, the Option shall become
immediately and fully exercisable. |
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c. |
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In the event the Optionee’s Continuous Service is
terminated for any reason, the Optionee’s right to continued
vesting ends upon such termination. If such termination is caused
by death or because the Optionee is Disabled, the Optionee or the
Optionee’s beneficiary shall have the right to exercise this
Option for a period of twelve months after the date of termination.
If such termination is for any other reason, other than Cause, the
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