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Exhibit
10.4
PLATINUM RESEARCH
ORGANIZATION, INC.
STOCK INCENTIVE
PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
This Non-Qualified Stock
Option Agreement (the “ Agreement ”) is
made and entered into, effective as of April 18, 2007 (the
“ Transaction Date ”) by and between
Platinum Research Organization, Inc., a Delaware corporation (the
“ Company ”), and the participant named
below (the “ Participant ”), in
substitution of the those certain equity options previously issued
to Participant under the Platinum Research Organization, L.P.
Equity Option Plan that remained outstanding on the Transaction
Date (the “ Equity Options ”). Effective
as of the Transaction Date, all Equity Options are terminated and
Participant’s rights under the Equity Options are cancelled.
Capitalized terms not defined herein shall have the meaning
ascribed to them in the Company’s Stock Incentive Plan (the
“ Plan ”).
NOW, THEREFORE, it is agreed as
follows:
Participant:
Social Security Number:
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2777 Stemmons Freeway |
Total Stock Option
Shares:
Exercise Price Per
Share:
Original Grant Date:
Expiration Date:
Section 1. Grant of
Stock Option . In substitution of the Equity Options, and
subject to Section 2 below, the Company hereby grants
to Participant a Stock Option (this “ Stock
Option ”) to purchase the total number of shares of
Common Stock of the Company set forth above as Total Stock Option
Shares (the “ Shares ”) at the Exercise
Price Per Share set forth above (the “ Exercise
Price ”), subject to all of the terms and conditions
of this Agreement and the Plan. This Stock Option is not intended
to qualify as an “incentive stock option” under Code
Section 422.
Section 2. Substitution
of Equity Option . The Company and the Participant
acknowledge that it is the intention of each of them that the grant
of this Stock Option not be considered a modification of the Equity
Options under Code Section 409A and that the terms
of
this Agreement be construed in
furtherance of their objective. Accordingly, if the number of
Shares subject to this Stock Option, the exercise price of this
Stock Option, or any other term of this Agreement is required to be
adjusted in order to satisfy the requirements of Code
Section 409A, then this Agreement will be deemed modified as
of the effective date of this Agreement, without consideration, but
only to the extent necessary to comply with Code Section 409A,
and this Agreement will be enforceable as if such modified terms
were included in this Agreement on the effective date. All other
terms of this Agreement will continue in effect and remain
enforceable.
Section 3. Vesting
Schedule and Performance Criteria .
(a) Vesting Schedule and
Performance Criteria . This Option shall be exercisable upon
vesting, in accordance with the following vesting
schedule:
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Vesting
Date
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Vesting
Percentage |
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1 st anniversary of Original Grant Date
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33 |
% |
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2 nd anniversary of Original Grant Date
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67 |
% |
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3 rd anniversary of Original Grant Date
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100 |
% |
(b) Option Expiration
. The Option shall expire on the Expiration Date set forth above or
earlier as provided in Section 4 below or, in the event
of a Change in Control, pursuant to subsection 12.2 of the
Plan.
If application of the vesting
percentage causes a fractional Share, such Share shall be rounded
up to the nearest whole Share for each vesting period except for
the last vesting period, at the end of which period this Stock
Option shall become exercisable for the remaining whole Shares
subject to this Stock Option.
Section 4.
Termination . The Stock Option will not be exercisable
on or after Participant’s termination of Continuous Service
(“ Termination Date ”), except as
otherwise specifically provided in this Section 4 . For
these purposes, the term “Continuous Service” shall
mean that the Participant’s service with the Company (or any
Affiliate), whether as an Employee, Director or Consultant, is not
interrupted or terminated. The Participant’s Continuous
Service shall not be deemed to have terminated merely because of a
change in the capacity in which the Participant renders service to
the Company (or any Affiliate) as an Employee, Director or
Consultant, or a change in the entity for which the Participant
renders such service, provided there is no interruption or
termination of the Participant’s Continuous
Service.
(a) Voluntary Termination
of Continuous Service . If Participant’s Continuous
Service terminates for any reason other than death, Disability or
for Cause, Participant may exercise the Stock Option (to the extent
that it would have been exercisable by Participant as of the
Termination Date), but only within such period of
2
time ending on the earlier of
(i) the date ninety (90) days following
Participant’s Termination Date or (ii) the Expiration
Date, set forth above.
(b) Death of
Participant . If Participant’s Continuous Service
terminates as a result of Participant’s death,
Participant’s estate or heirs may exercise the Stock Option
(to the extent that it would have been exercisable by Participant
as of the Termination Date), but only within such period of time
ending on the earlier of (i) the date one year following
Participant’s Termination Date or (ii) the Expiration
Date, set forth above.
(c) Disability of
Participant . If Participant’s Continuous Service
terminates as a result of Participant’s Disability,
Participant may exercise the Stock Option (to the extent that it
would have been exercisable by Participant as of the Termination
Date), but only within such period of time ending on the earlier of
(i) the date one year following Participant’s
Termination Date or (ii) the Expiration Date, set forth
above.
(d) Termination for
Cause . If Participant’s Continuous Service is terminated
for Cause, then the Stock Option will expire on Participant’s
Termination Date, whether or not such Stock Option was
vested.
(e) Failure to Timely
Exercise . Except as otherwise specifically permitted under the
Plan, if Participant (or his personal representative, estate or
heirs, as the case may be) fails to exercise Participant’s
Stock Option within the time period specified in this
Section 4, the Stock Option shall terminate and will no longer
be exercisable.
(f) No Obligation to
Employ . Nothing in the Plan or this Agreement shall confer on
Participant any right to continue in the employ of, or other
relationship with, the Company or any
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