Exhibit 10.14
EXACT SCIENCES
CORPORATION
Incentive Stock Option
Agreement
Terms and
Conditions
1.
Grant Under Plan . This option is granted pursuant to and
is governed by the Company’s 2000 Stock Option and Incentive
Plan (the “ Plan ”) and, unless the context
otherwise requires, terms used herein shall have the same meaning
as in the Plan. Determinations made in connection with this
option pursuant to the Plan shall be governed by the Plan as it
exists on the Grant Date.
2.
Grant as Incentive Stock Option . This option is intended to qualify as an
incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder
(the “ Code ”).
3.
Vesting of Option if Employment Continues
. All of the Option Shares
initially shall be unvested shares. For so long as the
Employee remains continuously employed by the Company the Option
Shares shall become vested according to the schedule set forth
below and the Employee may exercise this option as to any vested
shares:
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Vesting Date
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Number of Vested Shares
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One year from the Vesting Start
Date
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25% of the Option Shares
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On the 1 st day of each subsequent one month period
following one year from the vesting start date.
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2.083% of the Option Shares
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Notwithstanding the foregoing, the
Board may, in its discretion, accelerate the date that any
installment of this option becomes exercisable. The foregoing
rights are cumulative and (subject to Sections 4 or 5 hereof if the
Employee ceases to be employed by the Company) may be exercised
only before the date which is ten years from the date of this
option grant.
4.
Termination of Employment .
(a)
Termination Other Than for Cause . If the Employee ceases to be employed by
the Company, other than by reason of death or disability as defined
in Section 5 or termination for Cause as defined in
Section 4(c), no further installments of this option shall
become exercisable, and this option shall expire (may no longer
be
exercised) after the passage of
three months from the Employee’s last day of employment, but
in no event later than the scheduled expiration date. For
purposes hereof, employment shall not be considered as having
terminated during any leave of absence if such leave of absence has
been approved in writing by the Company and if such written
approval contractually obligates the Company to continue the
employment of the Employee after the approved period of absence; in
the event of such an approved leave of absence, vesting of this
option shall be suspended (and the period of the leave of absence
shall be added to all vesting dates) unless otherwise provided in
the Company’s written approval of the leave of absence.
For purposes hereof, employment shall include a consulting
arrangement between the Employee and the Company that immediately
follows termination of employment, but only if so stated in a
written consulting agreement executed by the Company that
specifically refers to this option. This option shall not be
affected by any change of employment within or among the Company
and its Subsidiaries so long as the Employee continuously remains
an employee of the Company or any Subsidiary (as defined in the
Plan).
(b)
Termination for Cause . If the employment of the Employee is
terminated for Cause (as defined in Section 4(c)), this option
shall expire (that is, may no longer be exercised) upon the
Employee’s receipt of written notice of such termination and
shall thereafter not be exercisable to any extent
whatsoever.
(c)
Definition of Cause . “ Cause ” shall mean
conduct involving one or more of the following: (i) the
substantial and continuing failure of the Employee, after notice
thereof, to render services to the Company in accordance with the
terms or requirements of his or her employment;
(ii) disloyalty, gross negligence, willful misconduct,
dishonesty, fraud or breach of fiduciary duty to the Company;
(iii) deliberate disregard of the rules or policies of
the Company, or breach of an employment or other agreement with the
Company, which results in direct or indirect loss, damage or injury
to the Company; (iv) the unauthorized disclosure of any trade
secret or confidential information of the Company; or (v) the
commission of an act which constitutes unfair competition with the
Company or which induces any customer or supplier to breach a
contract with the Company.
5.
Death; Disability .
(a)
Death . If
the Employee dies while in the employ of the Company, this option
may be exercised, to the extent otherwise exercisable on the date
of his or her death, by the Employee’s estate, personal
representative or beneficiary to whom this option has been
transferred pursuant to Section 9, only at any time within
180 days after the date of death, but not later than the
scheduled expiration date.
(b)
Disability . If the Employee ceases to be employed by
the Company by reason of his or her disability, this option may be
exercised, to the extent otherwise exercisable on the date of
cessation of employment, only at any time within 180 days
after such cessation of employment, but not later than the
scheduled expiration date. For
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purposes hereof, “
disability ” means “ permanent and total
disability ” as defined in Section 22(e)(3) of
the Code.
6.
Partial Exercise . This option may be exercised in part at
any time and from time to time within the above limits, except that
this option may not be exercised for a fraction of a
share.
7.
Payment of Exercise Price .
(a)
Payment Options . The exercise price shall be paid by one
or any combination of the following forms of payment that are
applicable to this option, as indicated on the cover
page hereof:
(i)
in cash, or by check payable to the
order of the Company;
(ii)
if the Common Stock is then traded
on a national securities exchange or on the Nasdaq National Market
(or successor trading system), delivery of an irrevocable and
unconditional undertaking, satisfactory in form and substance to
the Company, by a creditworthy broker to deliver promptly to the
Company sufficient funds to pay the exercise price, or delivery by
the Employee to the Company of a copy of irrevocable and
unconditional instructions, satisfactory in form and substance to
the Company, to a creditworthy broker to deliver promptly to the
Company cash or a check sufficient to pay the exercise
price;
(iii)
subject to Section
