Exhibit 10.1
ECHO
THERAPEUTICS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
This
NONQUALIFIED STOCK OPTION AGREEMENT (the “Option
Agreement”), dated as of the 25th day of March, 2008 (the
“Grant Date”), is between Echo Therapeutics, Inc., a
Minnesota corporation (the “Company”), and Vincent D.
Enright (the “Optionee”), a director of the
Company.
WHEREAS,
the Company desires to give the Optionee the opportunity to
purchase shares of common stock of the Company (“Common
Stock”) as hereinafter provided;
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties
hereto, intending to be legally bound hereby, agree as
follows:
1.
Grant of Option . The Company hereby grants to the Optionee
the right and option (the “Option”) to purchase all or
any part of an aggregate of 50,000 shares of Common Stock. The
Option is in all respects limited and conditioned as hereinafter
provided. It is intended that the Option granted hereunder be a
nonqualified stock option (“NQSO”) and not an
incentive stock option (“ISO”) as such term is defined
in section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).
2.
Exercise Price . The exercise price of the shares of Common
Stock covered by this Option shall be $1.55 per share. It is the
determination of the Board of Directors of the Company (the
“Board”) that on the Grant Date the exercise price was
not less than the greater of (i) 100% of the “Fair
Market Value,” or (ii) the par value of the Common
Stock. The term “Fair Market Value” for purposes of
this Option Agreement means the closing price of a share of Common
Stock on the trading day before the Grant Date.
3.
Term . Except as otherwise provided in Paragraph 8 or
Paragraph 12, this Option shall expire on March 25, 2018
(the “Expiration Date”), which date is not more than
10 years from the Grant Date. This Option shall not be
exercisable on or after the Expiration Date.
4.
Exercise of Option . The Optionee shall have the right to
purchase from the Company, on and after the following dates, the
following number of Shares:
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| Date
Installment Becomes |
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Exercisable |
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Number of Option Shares |
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Grant Date
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16,667 Shares |
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March 25,
2009
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16,667 Shares |
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March 25,
2010
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16,666 Shares |
Once
options become exercisable, they will remain exercisable until they
are exercised or until they terminate.
5.
Method of Exercising Option . Subject to the terms and
conditions of this Option Agreement, the Option may be exercised by
written notice to the Company at its principal office, which is
presently located at 10 Forge Parkway, Franklin, Massachusetts
02038, Attn: Chief Executive Officer. Such notice (a suggested form
of which is attached hereto) shall state the election to exercise
the Option and the number of whole shares with respect to which it
is being exercised; shall be signed by the person or persons so
exercising the Option; shall, unless the Company otherwise notifies
the Optionee, be accompanied by the investment certificate referred
to in Paragraph 6; and shall be accompanied by payment of the
full exercise price of such shares. Only full shares will be
issued.
The
exercise price shall be paid to the Company –
(a) in
cash, or by certified check, bank draft, or postal or express money
order;
(b) through
the delivery of shares of Common Stock which shall be valued at the
closing sale price of the Common Stock on the date of exercise
(“Exercise Fair Market Value”);
(c) by
having the Company withhold shares of Common Stock at the Exercise
Fair Market Value on the date of exercise;
(d) by
delivering a properly executed notice of exercise of the Option to
the Company and a broker, with irrevocable instructions to the
broker promptly to deliver to the Company the amount of sale or
loan proceeds necessary to pay the exercise price of the Option;
or
(e) in
any combination of (a), (b), (c) or (d) above.
In the
event the exercise price is paid, in whole or in part, with shares
of Common Stock, the portion of the exercise price so paid shall be
equal to the Exercise Fair Market Value of the Common Stock
surrendered.
Upon
receipt of notice of exercise and payment, the Company shall
deliver a certificate or certificates representing the shares with
respect to which the Option is so exercised. Such certificate(s)
shall be registered in the name of the person or persons so
exercising the
Option
(or, if the Option is exercised by the Optionee and if the Optionee
so requests in the notice exercising the Option, shall be
registered in the name of the Optionee and the Optionee’s
spouse, jointly, with right of survivorship) and shall be delivered
as provided above to, or upon the written order of, the person or
persons exercising the Option. In the event the Option is exercised
by any person or persons after the death or disability of the
Optionee, the notice shall be accompanied by appropriate proof of
the right of such person or persons to exercise the Option. All
shares that are purchased upon the exercise of the Option as
provided herein shall be fully paid and non-assessable.
6.
Shares to be Purchased for Investment . Unless the Company
has theretofore notified the Optionee that a registration statement
covering the shares to be acquired upon the exercise of the Option
has become effective under the Securities Act of 1933, as amended
(the “1933 Act”), and the Company has not thereafter
notified the Optionee that such registration statement is no longer
effective, it shall be a condition to any exercis
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