Exhibit 10.1
CHROMADEX, INC .
2000 NON-QUALIFIED
INCENTIVE STOCK OPTION PLAN
Purpose
. This 2000 Non-qualified Incentive Stock Option Plan (the
“Plan”) is intended to promote the growth and general
prosperity of CHROMADEX, INC. (the “Company”) by
encouraging and enabling selected employees and/or consultants of
the Company whose judgment, initiative and effort materially
contribute to the successful conduct of the Company’s
business, to acquire and retain a proprietary interest in the
Company by ownership of its stock. Options granted under the Plan
are intended to be options which do not meet the qualified stock
option requirements of Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”).
Definitions . As used in this Plan, capitalized terms shall
have the meanings set forth below or as elsewhere defined:
“Board” means the Board of Directors of the
Company.
“Committee” means the body administering the
Plan.
“Date of Grant” means the date on which an Option is
granted under the Plan.
“Effective Date” means October 1, 2000.
“Exercise Price” means the price per share to be paid
by the Option Holder to the Company upon exercise of an
Option.
“Expiration Date” means the date on which an Option
expires if not exercised.
“Option” means an option to purchase Stock of the
Company granted under the Plan.
“Option Period” means the period commencing on the Date
of Grant and ending on the Expiration Date.
“Option Holder” means a person to whom an Option has
been granted under the Plan.
“Stock” means the Company’s voting common
stock.
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1.
Administration of Plan . The Plan shall be administered by
the Board or by a committee appointed by the Board (the
“Committee”). If the Plan is administered by the
Committee, it shall report all actions taken by it to the Board.
Options to members of the Committee may be granted only by a
majority of the disinterested members of the Board. The Committee
shall have full and final authority in its discretion, subject to
the provisions of the Plan, to determine the individuals to whom
and the time or times at which Options shall be granted and the
number of shares and purchase price of Stock covered by each
Option; to construe and interpret the Plan; to determine the terms
and provisions of the respective Option Agreements, which need not
be identical, including, but without limitation, terms covering the
payment of the Option Price; and to make all other determinations
and take all other actions deemed necessary or advisable for the
proper administration of the Plan. All such actions and
determinations shall be conclusively binding for all purposes and
upon all persons.
2.
Stock Subject to Options . The aggregate number of shares of
the Company’s Stock which may be issued upon the exercise of
Options granted under the Plan shall not exceed ten percent
(10.00%) of the issued and outstanding shares of Stock [calculated
as if all Options are exercised], subject to adjustment under the
provisions of Section 10. The shares of Stock to be issued
upon the exercise of Options may be authorized but unissued shares,
shares issued and reacquired by the Company or shares bought on the
market for the purposes of the Plan. In the event any Option shall,
for any reason, terminate or expire or be surrendered without
having been exercised in full, the shares subject to such Option
but not purchased thereunder shall again be available for Options
to be granted under the Plan.
3.
Participants . Options may be granted under the Plan to any
person who is an employee or consultant of the Company. The Company
may, in its sole discretion, determine who may be a participant in
the Plan.
4.
Stock Option Agreement . The terms and conditions of Options
granted under the Plan shall be evidenced by a Stock Option
Agreement (hereinafter referred to as the “Option
Agreement”) executed by the Company and the Option Holder.
Each Option Agreement shall contain the following provisions
approved by the Board (or the Committee):
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(a) |
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A provision fixing the number of
shares which may be issued upon exercise of the Option;
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(b) |
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A provision establishing the
Exercise Price;
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(c) |
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A provision incorporating therein
this Plan document by reference;
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(d) |
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A provision fixing the maximum
duration of the Option as not more than ten (10) years from
the Date of Grant;
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(e) |
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A provision to accelerate the
Exercise Date to the date ninety (90) days after the
termination date of the employment or consulting agreement between
the Company and the Option Holder;
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(f) |
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A provision regarding vesting of
the Options;
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(g) |
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A provision authorizing the
Company to re-purchase the Stock from Option Holders on termination
of the employment or consulting agreement between the Company and
the Option Holder.
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5.
Exercise Price . Each Option Agreement shall state the
Exercise Price (which may be different for each Option Agreement)
and all options will be issued at an exercise price that is equal
or greater than Fair Market Value (FMV) at the date of the
grant. Fair Market Value will be determined by the Board and the
executive management of the company based on the current offering
price of shares to outside investors.
6.
Period of Option . The Expiration Date of each Option shall
be fixed by the Board or Committee on or before the Date of Grant.
Notwithstanding any provision of this Plan and/or of any Option
Agreement to the contrary and, regardless of the date of vesting,
the Expiration Date of the Options shall be the earliest of:
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(a) |
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the date the Option Holder’s
employment or consulting Agreement with the Company is terminated
by the Company;
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(b) |
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the date the Option Holder tenders
his/her voluntarily resignation of employment to the Company;
or
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(c) |
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the Expiration Date of the
Options.
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7.
Vesting of Shareholder Rights . Neither an Option Holder nor
an Option Holder’s successor shall have any of the rights of
a shareholder of the Company until the certificates evidencing the
shares purchased are properly delivered to such Option Holder or
his successor.
8.
Exercise of Option . Each Option shall be exercisable from
time to time over a period commencing on the Date of Grant and
ending upon the Expiration Date. An Option shall be deemed
exercised when written notice of such exercise has been given to
the Company at its principal business office by the person entitled
to exercise the Option and full payment in cash or cash equivalents
for the shares with respect to which the Option is exercised has
been received by the Company. Until the issuance of the stock
certificates, no right to vote or receive dividends or any other
rights as a stockholder shall exist with respect to optioned shares
notwithstanding the exercise of the Option. No adjustment will be
made for a dividend or other rights for which the record date is
prior to the date the stock certificate is issued. An Option may be
exercised in accordance with this Section 8 as to all or any
portion of the shares covered by the Option from time to time
during the Option Period, but shall not be exercisable with respect
to fractions of a share. The Board or Committee may prescribe
minimum increments in which an Option is exercisable. As soon as
practicable after any proper exerc
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