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ENCORIUM GROUP,
INC.
2006 EQUITY INCENTIVE
PLAN
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NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT
Encorium Group, Inc. (the "Company") hereby grants to PVG
Corporation (the "Optionee") an option to purchase a total of
50,000 shares of Common Stock of the Company (the "Shares"), at the
price and on the terms set forth herein, and in all respects
subject to the terms, definitions and provisions of the Encorium
Group, Inc. 2006 Equity Incentive Plan (the "Plan") applicable to
non-qualified stock options, which terms and provisions are hereby
incorporated by reference herein (the "Option"). Unless the context
herein otherwise requires, the terms defined in the Plan shall have
the same meanings when used herein.
1. Nature of the Option . The Option is not
intended to be an incentive stock option described by Section 422
of the Internal Revenue Code of 1986, as amended. 2. Date of
Grant; Term of Option . The Option is granted this 5th day of
December (the "Date of Grant") and it may not be exercised later
than the date that is ten (10) years after the Date of Grant,
subject to earlier termination, as provided in the Plan or Section
5 hereof. 3. Option Exercise Price . The cost to the
Optionee to purchase, pursuant to the Option, one Share is $ .25
which is the Fair Market Value on the Date of Grant. 4. Exercise
of Option . The Option shall be exercisable during its term
only in accordance with the terms and provisions of the Plan and
this Award Agreement as follows:
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(a)
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Right to Exercise
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(i) The Option shall become
exercisable with respect to 16,666 Shares if the
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Optionee on the first
(1st) anniversary of the Date of Grant.
(ii) The Option shall become exercisable with respect to
16,667 Shares on second (2nd) anniversary of the Date of
Grant.
(iii) The Option shall become exercisable with respect to
16,667 Shares on the third (3rd) anniversary of the Date of
Grant.
(b) Accelerated Vesting . The Option shall
become exercisable immediately upon a Change of Control of the
Company. "Change in Control" of the Company under this Agreement
shall be deemed to have occurred as of the first day that any one
or more of the following conditions shall have been
satisfied:
(i) When a "person", as defined in Sections
3(a)(9) and 13(d)(3) of the Exchange Act, becomes the beneficial
owner, directly or indirectly, of securities of the Company
representing (A) more than twenty percent (20%) of the combined
voting power of the Company’s then outstanding securities,
unless such person is subject to contractual restrictions that
would preclude him from voting such shares in a manner to influence
or control the management of the Company’s business, provided
that in the event such contractual restrictions are removed, a
Change of Control will be deemed to have occurred on the effective
date of such removal, or (B) one hundred percent (100%) of the
combined voting power of the Company’s then outstanding
securities regardless of any contractual restrictions. For purposes
of this provision, "person" shall not include the Company, any
subsidiary of the Company, any
employee benefit plan
or employee stock plan of the Company, or any person holding the
Company’s Common Stock by for or pursuant to the terms of
such a plan; and "voting power" shall mean the power under ordinary
circumstances (and not merely upon the happening of a contingency)
to vote in the election of directors.
(ii) When, as a result of a vote of
stockholders for which proxies are solicited by or on behalf of any
person other than the Company in accordance with the SEC rules
issued under Section 14 of the Exchange Act, or which is exempt
from the SEC proxy rules by reason of Rule 14a-2 under the Exchange
Act, or as a result of an action by written consent of stockholders
without a meeting, the "incumbent directors" cease to constitute at
least a majority of the authorized number of members of the Board.
For purposes of this provision, "incumbent directors" shall mean
the persons who were members of the Board on the date hereof
(including Executive’s nominees), and the persons who were
elected or nominated as their successors or pursuant to increases
in the size of the Board by a vote of at least an absolute majority
(and not just the majority of a quorum) of the Board members who
were then Board members (or successors or additional members so
elected or nominated).
(iii) When the stockholders of the Company
approve a merger, consolidation, or reorganization, whether or not
the Company is the surviving entity in such transaction, other than
a merger, consolidation, or reorganization that would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity)
at least seventy percent (70%) of the combi
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