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Exhibit
10.3
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 by and between Platinum Research
Organization, Inc., a Delaware corporation (the “
Company ”), and the participant named below
(the “ Participant ”). Effective as of
the Transaction Date, all Stock Options previously granted to
Participant on April 18, 2007 (the “ Previous
Stock Options ”), under the Company Stock Inventive
Plan (the “ Plan ”) are terminated and
Participant’s rights under the Previous Stock Options are
cancelled. Capitalized terms not defined herein shall have the
meaning ascribed to them in the Plan.
NOW, THEREFORE, it is agreed as
follows:
Participant:
Social Security Number:
| Address: |
2777
Stemmons Freeway |
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Total
Stock Option Shares: |
Exercise Price Per Share: $
Grant Date:
Expiration Date:
Section 1. Grant of
Stock Option . 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. Vesting
Schedule and Performance Criteria .
(a) Vesting Schedule and
Performance Criteria . This Stock Option shall be exercisable
with respect to forty percent (40%) of the Shares 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 |
% |
This Stock Option shall be
exercisable with respect to the remaining sixty percent
(60%) of the Shares upon satisfaction of performance standards
set by the Board of Directors of the Company and communicated to
the Participant prior to the beginning of the applicable
performance period, or within the ninety (90) days period
immediately thereafter.
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.
(b) Option Expiration
. The Stock 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 subsections
12.2 of the Plan.
Section 3.
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 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.
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(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 Affiliate, or limit in any
way the right of the Company or any Affiliate to terminate
Participant’s employment or other relationship at any time,
with or without Cause.
Section 4. Manner of
Exercise .
(a) Stock Option Exercise
Agreement . To exercise this Stock Option, Participant (or in
the case of exercise after Participant’s death or incapacity,
Participant’s legal representative, estate or heirs, as the
case may be) must deliver to the Company an executed
Exer
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