CELLYNX, INC.
Nonstatutory Stock Option
Agreement
Granted Under 2007 Stock
Incentive Plan
(Ash – 313,914)
1.
Grant of Option .
This agreement evidences the grant by CELLYNX,
INC., a California corporation (the “Company”), on
October 1, 2007 (the “Grant Date”)
to Daniel Ash , an employee 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
2007 Stock Incentive Plan (the “Plan”), a total of
313,914 shares (the “Shares”) of common
stock, no par value per share, of the Company
(“Common Stock”) at $0.099 per
Share. Unless earlier terminated, this option
shall expire at 5:00 p.m., Eastern time, on the fifth
anniversary of this Agreement (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.
2.
Vesting Schedule .
This option will become exercisable
(“vest”) as to 33.3% of the original
number of Shares on the first anniversary of the
Grant Date and as to an additional 66.7% of the
original number of Shares at the end of each successive
month following the first anniversary of the Grant Date
until the third anniversary of the Grant
Date.
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.
3.
Exercise of Option .
(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 in the manner provided in the
Plan. 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.
(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, director or officer of, or
consultant or advisor to, the Company or any parent or subsidiary
of the Company as defined in Section 424(e) or (f) of the Code (an
“Eligible Participant”).
(c)
Termination of Relationship with the Company . If
the Participant ceases to be an Eligible Participant for any
reason, then, except as provided in paragraphs (d) and (e)
below, the right to exercise this option shall terminate
three months after such cessation (but in no event
after the Final Exercise Date), provided that this
option sh
