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Exhibit 10.21
MICROISLET, INC. 2005 EQUITY INCENTIVE PLAN
FORM: STOCK OPTION
AGREEMENT
APPROVED BY: COMPENSATION
COMMITTEE
VERSION:
DECEMBER 2007
MICROISLET, INC.
2005 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
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Unless otherwise defined herein, the terms defined in the
MicroIslet, Inc. 2005 Equity Incentive Plan (the "Plan") shall have
the same
defined meanings in this Option Agreement.
I.
NOTICE OF STOCK OPTION GRANT.
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You have been granted an option to purchase Common Stock, subject
to
the terms and conditions of the Plan and this Option Agreement, as
follows:
Name of Optionee:
____________________________________
Total Number of Shares Granted:
____________________________________
Type of Option:
_____ Incentive Stock Option
__X__ Nonstatutory Stock Option
Exercise Price per Share:
$___________________________________
Grant Date:
____________________________________
Vesting Commencement Date:
____________________________________
Vesting Schedule:
This option may be exercised, in
whole or in part, in accordance with
the following schedule:
1/6 of the Shares subject to the
option shall vest 6 months after the
Vesting Commencement Date, and 1/36
of the Shares subject to the option
shall vest each month thereafter,
subject to the optionee continuing
to be a Service Provider on such
dates.
Termination Period:
This option may be exercised for
three
months after the optionee
ceases to be a Service Provider. The
Administrator determines when the
optionee incurs a Termination of
Service for this purpose. Upon the
death or Total and Permanent
Disability of the optionee, this
option may be exercised for 12
months after the optionee ceases to
be a Service Provider. In no event
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shall this option be exercised later
than the Term/Expiration Date
provided for below. These time
periods may be extended as set forth
in Section II.I and Section II.J
below.
Term/Expiration Date:
10 years after Grant Date
II.
AGREEMENT.
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A. GRANT OF OPTION. The Administrator hereby grants to the
optionee
named in the Notice of Stock Option Grant attached as Part I of
this Option
Agreement (the "Optionee") an option (the "Option") to purchase the
number of
Shares, as set forth in the Notice of Stock Option Grant, at the
exercise price
per Share set forth in the Notice of Stock Option Grant (the
"Exercise Price"),
subject to the terms and conditions of this Option Agreement and
the Plan. This
Option is intended to be an Incentive Stock Option ("ISO") or a
Nonstatutory
Stock Option ("NSO"), as provided in the Notice of Stock Option
Grant.
B. EXERCISE OF OPTION.
1. VESTING/RIGHT TO EXERCISE. This Option is exercisable
during its term in accordance with the Vesting Schedule set forth
in the Notice
of Stock Option Grant, this Option Agreement and the applicable
provisions of
the Plan. This Option will in no event become exercisable for
additional Shares
after a Termination of Service for any reason. Notwithstanding the
foregoing,
this Option becomes exercisable in full if the Company is subject
to a Change in
Control before the Optionee's Termination of Service, and the
Optionee is
subject to an Involuntary Termination (defined below) in
anticipation of or
within 12 months after the Change in Control. For purposes of this
Option, the
term "Change in Control" shall not include any underwritten public
offering of
Shares registered under the Securities Act of 1933, as amended (the
"Act"). This
Option may also become exercisable in accordance with Section II.J.
below.
The term "Involuntary Termination" shall mean the Optionee's
Termination of Service by reason of the involuntary discharge of
the Optionee by
the Company (or the Affiliate employing him or her) for reasons
other than Cause
(defined below), death or Total and Permanent Disability. The term
"Cause" shall
mean (1) the Optionee's theft, dishonesty, or falsification of any
documents or
records of the Company or any Affiliate; (2) the Optionee's
improper use or
disclosure of confidential or proprietary information of the
Company or any
Affiliate; (3) any action by the Optionee which has a detrimental
effect on the
reputation or business of the Company or any Affiliate; (4) the
Optionee's
failure or inability to perform any reasonable assigned duties
after written
notice from the Company or an Affiliate, and a reasonable
opportunity to cure,
such failure or inability; (5) any material breach by the Optionee
of any
employment or service agreement between the Optionee and the
Company or an
Affiliate, which breach is not cured pursuant to the terms of such
agreement;
(6) the Optionee's conviction (including any plea of guilty or nolo
contendere)
of any criminal act which impairs the Optionee's ability to perform
his or her
duties with the Company or an Affiliate; or (7) violation of a
material Company
policy.
2. METHOD OF EXERCISE. This Option is exercisable by
delivering to the Administrator a fully executed "Exercise Notice"
or by any
other method approved by the Administrator. The Exercise Notice
shall provide
that the Optionee is electing to exercise the Option, the number of
Shares in
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respect of which the Option is being exercised (the "Exercised
Shares"), and
such other representations and agreements as may be required by
the
Administrator. The Exercise Notice shall be accompanied by payment
of the full
aggregate Exercise Price as to all Exercised Shares. This Option
shall be deemed
to be exercised upon receipt by the Administrator of such fully
executed
Exercise Notice accompanied by such aggregate Exercise Price. The
Optionee is
responsible for filing any reports of remittance or other foreign
exchange
filings required in order to pay the Exercise Price.
C. LIMITATION ON EXERCISE. The grant of this Option and the
issuance of
Shares upon exercise of this Option is subject to compliance with
all Applicable
Laws. This Option may not be exercised if the issuance of Shares
upon exercise
would constitute a violation of any Applicable Laws. In addition,
this Option
may not be exercised unless (i) a registration statement under the
Act is in
effect at the time of exercise of this Option with respect to the
Shares or (ii)
in the opinion of legal counsel to the Company, the Shares issuable
upon
exercise of this Option may be issued in accordance with the terms
of an
applicable exemption from the registration requirements of the Act.
THE OPTIONEE
IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE
FOREGOING
CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE
TO EXERCISE
THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS VESTED. As a
condition to the
exercise of this Option, the Company may require the Optionee to
satisfy any
qualifications that may be necessary or appropriate, to evidence
compliance with
any applicable law or regulation and to make any representation or
warranty with
respect thereto as may be requested by the Company. Any shares
which are issued
pursuant to an exemption from the registration requirements of the
Act will be
"restricted securities" as that term is defined in Rule 144 under
the Act, and
will bear an appropriate restrictive legend, unless they are
registered under
the Act. The Company is under no obligation to register the Shares
issuable upon
exercise of this Option.
D. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall
be
by any of the following methods; provided, however, the payment
shall be in
strict compliance with all procedures established by the
Administrator:
1. cash;
2. check or wire transfer;
3. consideration received by the Company under a
broker-assisted sale and remittance program acceptable to the
Administrator,
also known as a "cashless exercise" (provided that Officers and
Directors shall
not be permitted to use this procedure if this procedure would
violate Section
402 of the Sarbanes-Oxley
