Exhibit 10.10
Option No.:
ARCA DISCOVERY,
INC.
2004 STOCK INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
ARCA Discovery, Inc., a Delaware
corporation (the “ Company ”), hereby grants an
option to purchase shares of its common stock, $0.001 par value,
(the “ Stock ”) to the optionee named below. The
terms and conditions of the option are set forth in this cover
sheet, in the attachment and in the Company’s 2004 Stock
Incentive Plan (the “ Plan ”).
Grant Date:
, 200
Name of Optionee:
Optionee’s Social Security
Number:
-
-
Number of Shares Covered by Option:
Option Price per Share: $
.
Vesting Start Date:
, 20
By signing this cover sheet,
you agree to all of the terms and conditions described in the
attached Agreement and in the Plan, a copy of which is also
attached. You acknowledge that you have carefully reviewed the
Plan, and agree that the Plan will control in the event any
provision of this Agreement should appear to be
inconsistent.
|
|
|
|
|
|
|
Optionee:
|
|
|
|
|
|
(Signature)
|
|
|
|
|
|
Company:
|
|
By:
|
|
|
|
|
|
(Signature)
|
|
|
|
Title:
|
|
|
Attachment
This is not a stock certificate
or a negotiable instrument
ARCA DISCOVERY,
INC.
2004 STOCK INCENTIVE
PLAN
NONQUALIFIED STOCK OPTION
AGREEMENT
|
|
|
|
|
Nonqualified
Stock Option
|
|
This option is
not intended to be an incentive stock option under Section 422 of
the Internal Revenue Code and will be interpreted
accordingly.
|
|
|
|
|
Vesting
|
|
This option is only exercisable before it
expires and then only with respect to the vested portion of the
option. Subject to the preceding sentence, you may exercise this
option, in whole or in part, to purchase a whole number of vested
shares not less than one hundred (100) shares, unless the number of
shares purchased is the total number available for purchase under
the option, by following the procedures set forth in the Plan and
below in this Agreement.
Your right to purchase shares of Stock under
this option vests as to the total number of shares covered by this
option, as shown on the cover sheet (the “ Option
Shares ”), on the one-year anniversary of the Vesting
Start Date (“ Anniversary Date ”), provided you
then continue in Service.
No shares of Stock will vest after
your Service has terminated for any reason.
|
|
|
|
|
Term
|
|
Your option
will expire in any event at the close of business at Company
headquarters on the day before the tenth (10
th ) anniversary of the Grant Date, as shown on the
cover sheet. Your option will expire earlier if your Service
terminates, as described below.
|
|
|
|
|
Regular
Termination
|
|
If your Service
terminates for any reason, other than death, Disability or Cause,
then your option will expire at the close of business at Company
headquarters on the ninetieth (90 th )day after your termination date.
|
|
|
|
|
Termination
for Cause
|
|
If your Service
is terminated for Cause, then you shall immediately forfeit all
rights to your option and the option shall immediately
expire.
|
|
|
|
|
Death
|
|
If your Service terminates because of your
death, then your option will expire at the close of business at
Company headquarters on the date twelve (12) months after the date
of death. During that twelve (12)-month period, your estate or
heirs may exercise the vested portion of your option.
In addition, if you die during the
ninety (90)-day period described in connection with a regular
termination (i.e., a termination of your Service not on account of
your death, Disability or Cause), and a vested portion of your
option has not yet been exercised, then your option will instead
expire on the date twelve (12) months after your termination date.
In such a case, during the period following your death up to the
date twelve (12) months after your termination date, your estate or
heirs may exercise the vested portion of your option.
|
|
|
|
|
Disability
|
|
If your Service
terminates because of your Disability, then your option will expire
at the close of business at Company headquarters on the date twelve
(12) months after your termination date.
|
1
|
|
|
|
|
Leaves of
Absence
|
|
For purposes of this option, your Service does
not terminate when you go on a bona fide employee leave of
absence that was approved by the Company in writing, if the terms
of the leave provide for continued Service crediting, or when
continued Service crediting is required by applicable law. However,
your Service will be treated as terminating ninety (90) days after
you went on employee leave, unless your right to return to active
work is guaranteed by law or by a contract. Your Service terminates
in any event when the approved leave ends unless you immediately
return to active employee work.
The Company determines, in its sole
discretion, which leaves count for this purpose, and when your
Service terminates for all purposes under the Plan.
|
|
|
|
|
Notice of
Exercise
|
|
When you wish to exercise this option, you must
notify the Company by filing the proper “Notice of
Exercise” form at the address given on the form. Your notice
must specify how many shares you wish to purchase (in a parcel of
at least one hundred (100) shares generally). Your notice must also
specify how your shares of Stock should be registered (in your name
only or in your and your spouse’s names as joint tenants with
right of survivorship). The notice will be effective when it is
received by the Company.
If someone else wants to exercise
this option after your death, that person must prove to the
Company’s satisfaction that he or she is entitled to do
so.
|
|
|
|
|
Form of
Payment
|
|
When you submit your notice of exercise, you
must include payment of the option price for the shares you are
purchasing. Payment may be made in one (or a combination) of the
following forms:
• Cash, your
personal check, a cashier’s check, a money order or another
cash equivalent acceptable to the Company.
• Shares of
Stock which have already been owned by you for more than six (6)
months and that are owned free of any liens, claims, encumbrances
or securities interests and which are surrendered to the Company;
provided , that such tender would not violate the
provisions of any law, regulation or agreement restricting the
redemption of the Company’s stock. The value of the shares,
as determined in good faith by the Company’s Board of
Directors as of the effective date of the option exercise, will be
applied to the option price.
• To the
extent a public market for the Stock exists as determined by the
Company, by delivery (on a form prescribed by the Company) of an
irrevocable direction to a licensed securities broker acceptable to
the Company to sell Stock and to deliver all or part of the sale
proceeds to the Company in payment of the aggregate option price
and any withholding taxes.
|
|
|
|
|
Withholding
Taxes
|
|
You will not be
allowed to exercise this option unless you make acceptable
arrangements to pay any withholding or other taxes that may be due
as a result of the option exercise or sale of Stock acquired under
this option. In the event that the Company determines that any
federal, state, local or foreign tax or withholding payment is
required relating to the exercise or sale of shares
|
2
|
|
|
|
|
|
|
arising from
this grant, the Company shall have the right to require such
payments from you, or withhold such amounts from other payments due
to you from the Company or any Affiliate.
|
|
|
|
|
Transfer of
Option
|
|
During your lifetime, only you (or, in the event
of your legal incapacity or incompetency, your guardian or legal
representative) may exercise the option. You cannot transfer or
assign this option. For instance, you may not sell this option or
use it as security for a loan. If you attempt to do any of these
things, this option will immediately become invalid. You may,
however, dispose of this option in your will or it may be
transferred upon your death by the
|
|
