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STOCK OPTION AGREEMENT

Option Agreement

STOCK OPTION AGREEMENT | Document Parties: NORTH AMERICAN SCIENTIFIC, INC You are currently viewing:
This Option Agreement involves

NORTH AMERICAN SCIENTIFIC, INC

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Title: STOCK OPTION AGREEMENT
Governing Law: Delaware     Date: 8/13/2008
Industry: Biotechnology and Drugs     Sector: Healthcare

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Exhibit 10.2


 

NORTH AMERICAN SCIENTIFIC, INC.

 

STOCK OPTION AGREEMENT

 

Type of Option (check one):       x Incentive     o Nonstatutory

 

This Stock Option Agreement (the “Agreement”) is entered into as of August 11 , 2008, by and between North American Scientific, Inc., a Delaware corporation (the “Company”), and Brett Scott (the “Optionee”) pursuant to the Company’s 2006 Stock Plan, as amended (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.

 

1.    Grant of Option . The Company hereby grants to Optionee an option (the “Option”) to purchase all or any portion of a total of two hundred three thousand three hundred fifty-nine ( 203,359 ) shares (the “Shares”) of the Common Stock of the Company at a purchase price of zero and 69/100 dollars ($ 0.69 ) per share (the “Exercise Price”), subject to the terms and conditions set forth herein and the provisions of the Plan. If the box marked “Incentive” above is checked, then this Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). If this Option fails in whole or in part to qualify as an incentive stock option, or if the box marked “Nonstatutory” is checked, then this Option shall to that extent constitute a nonqualified stock option.

 

2.    Vesting of Option .

 

(a)    The right to exercise this Option shall vest in installments, and this Option shall be exercisable from time to time in whole or in part as to any vested installment (“Vested Shares”). Commencing on the first anniversary of the “Vesting Commencement Date” 25% of the Shares shall become Vested Shares and thereafter the remaining Shares shall become Vested Shares in a series of thirty-six (36) successive equal monthly installments for each full month of Continuous Service provided by the Optionee, such that 100% of the Shares shall become Vested Shares on the fourth (4th) anniversary of the “Vesting Commencement Date.” For these purposes, the Vesting Commencement Date shall be the date hereof. No additional Shares shall vest after the date of termination of Optionee’s “Continuous Service” (as defined below), but this Option shall continue to be exercisable in accordance with Section 3 below with respect to that number of shares that have vested as of the date of termination of Optionee’s Continuous Service. For purposes of this Agreement, the term “Continuous Service” means such period of time during which Optionee first establishes, and thereafter continuously maintains, his status as an Awardee Eligible to Vest, as set forth in Section 2(g) of the Plan.

 

(b)    Notwithstanding the foregoing subsection (a) of this Section 2, if the Optionee’s Continuous Service ceases as a result of the Optionee’s death, permanent and total disability or retirement due to age, in accordance with the Company’s or its Subsidiary’s or Affiliate’s retirement policy, any portion of this Option that does not constitute Vested Shares, shall immediately vest and become Vested Shares effective upon the date of Optionee’s death, disability or retirement, as the case may be.

 

 

 


 

 

3.    Term of Option . The right of the Optionee to exercise this Option shall terminate upon the first to occur of the following:

 

(a)    The expiration of seven (7) years from the date of this Agreement;

 

(b)    The date on which the Administrator offers to purchase this Option in accordance with the Buyout Provisions set forth in Section 10(e) of the Plan;

 

(c)    In the case of a Nonstatutory Stock Option:

 

(i)    if Optionee’s Continuous Service ceases due to the Optionee’s permanent and total disability, the expiration of one (1) year from the date of such disability;

 

(ii)    if Optionee’s Continuous Service ceases due to the Optionee’s retirement due to age, in accordance with the Company’s or its Subsidiary’s or Affiliate’s retirement policy, the expiration of one (1) year from the date of such retirement;

 

(iii)    if Optionee’s Continuous Service ceases due to the Optionee’s death, the expiration of one (1) year from the date of death; or

 

(iv)    if Optionee’s Continuous Service ceases other than as a result of the circumstances set forth in paragraphs (i)-(iii) of this subsection (c), the expiration of three (3) months after Optionee’s cessation of Continuous Service.

 

(d)    In the case of an Incentive Stock Option:

 

(i)    if Optionee’s Continuous Service ceases due to the Optionee’s permanent and total disability, the expiration of one (1) year from the date of such disability;

 

(ii)    if Optionee’s Continuous Service ceases due to the Optionee’s retirement due to age, in accordance with the Company’s or its Subsidiary’s or Affiliate’s retirement policy, the expiration of three (3) months from the date of such retirement;

 

(iii)    if Optionee’s Continuous Service ceases due to the Optionee’s death, or if death occurs during the three-month period set forth in paragraph (ii) of this subsection (d), the expiration of one (1) year from the date of death; or

 

(iv)    the expiration of three (3) months from the date of termination of Optionee’s Continuous Service if such termination occurs for any reason other than permanent disability, death, voluntary resignation or cause; provided, however, that if Optionee dies during such three-month period the provisions of Section 3(c) above shall apply;

 

(v)    the expiration of one (1) month from the date of termination of Optionee’s Continuous Service if such termination occurs due to voluntary resignation; provided, however, that if Optionee dies during such one-month period the provisions of Section 3(d)(iii) above shall apply;

 

(vi)    the termination of Optionee’s Continuous Service, if such termination is for “Cause” (as defined below); or

 

 

2


 

 

(vii)    upon the consummation of a Dissolution or Liquidation or a “Change in Control” (as defined in Section 16(c) of the Plan), unless otherwise provided pursuant to Sections 8 or  9 below.

 

For purposes of this Agreement, “Cause” shall mean (A) the commission of any act of fraud, embezzlement or dishonesty by Optionee which materially and adversely affects the business of the Company, the acquiring or successor entity (or parent or any subsidiary thereof), (B) any unauthorized use or disclosure by Optionee of confidential information or trade secrets of the Company, the acquiring or successor entity (or parent or any subsidiary thereof), (C) the continued refusal or omission by the Optionee to perform any material duties required of him if such duties are consistent with duties customary for the position held with the Company, the acquiring or successor entity (or parent or any subsidiary thereof), (D) any material act or omission by the Optionee involving malfeasance or gross negligence in the performance of Optionee’s duties to, or material deviation from any of the policies or directives of, the Company or the acquiring or successor entity (or parent or any subsidiary thereof), (E) conduct on the part of Optionee which constitutes the breach of any statutory or common law duty of loyalty to the Company, the acquiring or successor entity (or parent or any subsidiary thereof), or (F) any illegal act by Optionee which materially and adversely affects the business of the Company, the acquiring or successor entity (or parent or any subsidiary thereof), or any felony committed by Optionee, as evidenced by conviction thereof. The provisions of this Section shall not limit the grounds for the dismissal or discharge of Optionee or any other individual in the service of the Company, the acquiring or successor entity (or parent or any subsidiary thereof).

 

4.    Exercise of Option . On or after the vesting of any portion of this Option in accordance with Sections 2, 8 or 9 hereof, and until termination of the right to exercise this Option in accordance with Section 3 above, the portion of this Option that has vested may be exercised in whole or in part by the Optionee (or, after his or her death, by the person designated in Section 5 below) upon delivery of the following to the Company at its principal executive offices:

 

(a)    a written notice of exercise which identifies this Agreement and states the number of Shares then being purchased (but no fractional Shares may be purchased), with any partial exercise being deemed to cover first vested Shares and then the earliest vesting installments of unvested Shares;

 

(b)    a check or cash (denominated in currency of the United States) in the amount of the Exercise Price (or payment of the Exercise Price in such other form of lawful consideration as the Administrator may approve from time to time under the provisions of Section 10 of the Plan);

 

(c)    in the case of a Nonstatutory Stock Option, a check or cash (denominated in currency of the United States) in the amount reasonably requested by the Company to satisfy the Company’s withholding obligations under Federal, state or other applicable tax laws with respect to the taxabl


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