Exhibit 10.1
INNOVEX, INC.
STOCK OPTION AGREEMENT
This Option is
hereby issued pursuant to the terms and conditions set
forth in this Option Agreement (the "Agreement") and is not issued
pursuant to
any existing Stock Option Plan of Innovex, Inc. (the
"Company").
I. NOTICE OF STOCK OPTION
GRANT
Optionee: Stephen S. Lai
You have been
granted an option to purchase Common Stock of the
Company, subject to the terms and conditions of this Option
Agreement, as
follows:
Date of
Grant
May 6, 2009
Vesting
Commencement
Date
May 6, 2010
Exercise Price per
Share
$0.22
Total Number of
Shares
Granted
225,000
Type of
Option
Nonstatutory Stock Option
Term/Expiration
Date
May 6, 2019
1. Exercise and Vesting
Schedule. This Option may be exercised in
whole or in part and shall vest in accordance with the following
vesting
schedule:
a. One-third of the total number of options
granted hereunder shall
vest on the Vesting Commencement Date;
b. One-third of the total number of options
granted hereunder shall
vest on the first anniversary of the Vesting Commencement Date;
and
c. One-third of the total number of options
granted hereunder shall
vest on the second anniversary of the Vesting Commencement
Date.
2. Termination Period. This Option may be
exercised, to the extent
it is then vested, for 30 days after termination of employment;
provided,
however, that if the employment is terminated as a result of the
Optionee's
deliberate, willful or gross misconduct as determined by the
Compensation
Committee of the Board, if any, or such other committee of the
Board of
Directors as may be designated, all rights under this Option
Agreement shall
terminate and expire upon such termination. Notwithstanding the
foregoing:
2.1 If the Optionee dies while in the employ of
the
Corporation or a Subsidiary, or within not more than one month
after termination of his or her employment, the Optionee's
rights
under the option may be exercised in whole or in part, without
regard to any installment exercise restrictions, at any time
within six months following such death by his or her personal
representative or by the person or persons to whom such rights
under the Option shall pass by will or by the laws of descent
and
distribution.
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2.2 If the employment of the Optionee is
terminated because of
permanent disability, the Optionee, or his or her legal
representative, may at any time within not more than six months
after termination of his or her employment, exercise his or her
Option rights in whole or in part, without regard to any
installment exercise restrictions.
II. AGREEMENT
1. Grant of Option. The Company hereby grants to
the Optionee named
in the Notice of Grant above (the "Optionee"), an option (the
"Option") to
purchase a number of Shares, as set forth above, at the exercise
price per share
set forth above (the "Exercise Price"), subject to the terms and
conditions set
forth in this Option Agreement.
The Option will be
administered by the Compensation Committee of the
Company's Board of Directors (the "Committee"). Any or all
functions of the
Committee specified in this Agreement may be exercised by the Board
of
Directors, unless this Agreement specifically states otherwise. The
Committee
has the authority to adopt, alter and repeal such administrative
rules,
guidelines and practices governing the Option as it may, from
time-to-time, deem
advisable; to interpret the terms and provisions of this Option
Agreement and to
otherwise supervise the administration of the Option. The Committee
may not
amend, alter or terminate the Option without the written consent of
Optionee.
All decisions made by the Committee pursuant to this Agreement will
be final and
binding on all persons, including the Company and Optionee.
2. Exercise of Option.
(a) Right to Exercise. Subject to subsection (i)
below, this
Option is exercisable during its term in accordance with the
Vesting Schedule
set out in the Notice of Grant and the provisions of this Option
Agreement;
provided, however, that the Committee may, in its discretion,
accelerate the
exercise date for any unexercisable options when the Committee
deems such action
to be appropriate under the circumstances. In the event of
Optionee's death,
disability or other termination of Optionee's employment, the
exercisability of
the Option is governed by Section 2 of Article I of this Option
Agreement.
(i) Extraordinary Corporate Transactions. In the
event
that one of the following occur, the Optionee shall have the right
within a
30-day period prior to or concurrently with such dissolution,
liquidation,
merger, consolidation, acquisition, separation, reorganization or
similar
occurrence, to exercise any unexpired Option granted hereunder
without regard to
any installment exercise restrictions:
2
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1) upon dissolution or liquidation of the
Corporation,
or similar occurrence,
2) upon any merger, consolidation,
acquisition,
separation, reorganization, or similar
occurrence, where the Corporation will not be
a surviving entity or
3) upon a transfer of substantially all of
the
assets of the Corporation or more than 80% of
the outstanding Common Stock.
(b) Method of Exercise. This Option is
exercisable by delivery
of an exercise notice, in the form attached as Exhibit A (the
"Exercise
Notice"), which shall state the election to exercise the Option,
the number of
Shares in respect of which the Option is being exercised (the
"Exercised
Shares"), and such other representations and agreements as may be
required by
the Company. The Exercise Notice shall be signed by the Optionee
and shall be
delivered in person or by certified mail to the principal financial
