Exhibit 10.25
S PHERIC T ECHNOLOGIES , I NC .
2008 S TOCK O PTION AND R ESTRICTED S TOCK P LAN
S TOCK O PTION A GREEMENT
Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in
this Option Agreement.
V. N OTICE OF S TOCK G RANT
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Optionee’s Name and Address:
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Jason Mayer
c/o S PHERIC T ECHNOLOGIES , I NC .
4708 East Van Buren Street
Phoenix, Arizona 85008
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You have been granted an option to
purchase Common Stock of the Company, subject to the terms and
conditions of the Plan and this Option Agreement, as
follows:
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Date of
Grant:
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June 3,
2008
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Exercise Price
per Share:
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$1.00
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Total Number of
Shares Granted:
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2,500
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Total Exercise
Price:
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$2,500
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Type of
Option:
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¨ Incentive
Stock Option
x Nonstatutory
Stock Option
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Term/Expiration
Date:
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June 2,
2015
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Vesting
Schedule:
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The options
vested upon grant.
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Termination
Period:
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In no event
shall this Option be exercised later than the Term/Expiration Date
as provided above.
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VI.
AGREEMENT
A. Grant of Option .
The Board of Directors of the Company hereby grants to the Optionee
named in the Notice of Grant attached as Part I of this Agreement
(the “Optionee”), an option (the “Option”)
to purchase the number of Shares, as set forth in the Notice of
Grant, at the exercise price per share set forth in the Notice of
Grant (the “Exercise Price”), subject to the terms and
conditions of the Plan, which are incorporated herein by reference.
In the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Option Agreement, the
terms and conditions of the Plan shall prevail. If designated in
the Notice of Grant as an Incentive Stock Option
(“ISO”), this Option is intended to qualify as an
Incentive Stock Option under Section 422 of the Code. However,
if this Option is intended to be an Incentive Stock Option, to the
extent that it exceeds the $100,000 rule of Code
Section 422(d) it shall be treated as a Nonstatutory Stock
Option (“NSO”).
B. Exercise of Option
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1. Right to
Exercise .
a. This Option is exercisable during
its term in accordance with the Vesting Schedule set out in the
Notice of Grant and the applicable provisions of the Plan and this
Option Agreement. In the event of Optionee’s death,
Disability or other termination of Optionee’s employment or
consulting relationship, the exercisability of the Option is
governed by the applicable provisions of the Plan and this Option
Agreement.
b. Should (i) Optionee’s
Continuous Status as an Employee be terminated for misconduct
(which includes, but is not limited to, any act of dishonesty,
moral turpitude, fraud or embezzlement); (ii) Optionee make
any unauthorized use or disclosure of confidential information or
trade secrets of the Company or any Subsidiary; or
(iii) Optionee otherwise act in such a manner not in the best
interests of the Company (as reasonably determined by the
Company’s Board of Directors), then, notwithstanding any
other provision in this Agreement or the Plan to the contrary, in
any such event this Option shall terminate immediately and cease to
be outstanding.
2. Method of
Exercise .
a. This Option is exercisable by
delivery of an exercise notice, in the form attached as Exhibit A
(the “Exercise Notice”), which shall state the election
to exercise the Option, the number of Shares in respect of which
the Option is being exercised (the “Exercised Shares”),
and such other representations and agreements as may be required by
the Company pursuant to the provisions of the Plan. The Exercise
Notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the Secretary of the Company. The
Exercise Notice shall be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares. This Option shall be
deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise
Price.
b. No Shares shall be issued
pursuant to the exercise of this Option unless such issuance and
exercise complies with all relevant provisions of law and the
requirements of any stock exchange or quotation service upon which
the Shares are then listed. Assuming such compliance, for income
tax purposes the Exercised Shares shall be considered transferred
to the Optionee on the date the Option is exercised with respect to
such Exercised Shares.
C. Method of Payment .
Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the
Optionee:
1. cash;
2. check; or
3. delivery of a properly executed
exercise notice together with such other documentation as the
Administrator and the broker, if applicable, shall require to
effect an exercise of the Option and delivery to the Company of the
sale or loan proceeds required to pay the exercise
price.
D. Non-Transferability of
Option . This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution
and may be exercised during the lifetime of Optionee only by the
Optionee. The terms of the Plan and this Option Agreement shall be
binding
