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Exhibit 10.2
NUTRACEA
2005 EQUITY INCENTIVE PLAN
NOTICE OF STOCK OPTION GRANT
You
(the “
Participant ”)
have been granted an option to purchase Common Stock of the
Company, subject to the terms and conditions of this Notice of
Stock Option Grant (the “
Notice ”),
the 2005 Equity Incentive Plan, as amended from time to time (the
“
Plan ”)
and the Stock Option Award Agreement (the “
Option Agreement ”)
attached hereto, as follows. The terms defined in the Plan shall
have the same meanings in this Notice.
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Date
of Grant:
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Vesting
Commencement Date:
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Exercise
Price per Share:
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Total
Number of Shares:
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Total
Exercise Price:
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Type
of Option:
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_________
Non-Qualified Stock Option
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_________
Incentive Stock Option
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Expiration
Date:
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Post-Termination
Exercise Period:
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Termination
for Cause = None
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Voluntary
Termination = 3 Months
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Termination
without Cause = 3 Months
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Disability
= 12 Months
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Death
= 12 Months
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Vesting Schedule:
Subject
to the limitations set forth in this Notice, the Plan and the
Option Agreement, the Option will vest and may be exercised,
in whole or in part, in accordance with the following
schedule:
You
acknowledge receipt of a copy of the Plan and the Option
Agreement, and represent that you are familiar with the terms
and provisions thereof, and hereby accept the Option subject
to all of the terms and provisions hereof. You understand that
your employment or consulting relationship, or service with
the Company is for an unspecified duration and can be
terminated at any time (i.e., is “at-will”), and
that nothing in this Notice, the Stock Option Award Agreement
or the Plan changes the at-will nature of that relationship.
You acknowledge that the vesting of shares pursuant to this
Notice is earned only by your continuing service as an
Employee or Consultant of the Company.
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PARTICIPANT :
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NUTRACEA
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Signature:
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By:
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Print
Name:
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Its:
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Date:
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Date:
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NUTRACEA
STOCK OPTION AWARD AGREEMENT
2005 EQUITY INCENTIVE PLAN
Unless
otherwise defined herein, the terms defined in the
Company’s 2005 Equity Incentive Plan (the “
Plan ”)
shall have the same defined meanings in this Award Agreement (the
“
Agreement ”).
Participant
has been granted an option to purchase Shares (the
“
Option ”),
subject to the terms and conditions of the Plan, the Notice of
Stock Option Grant (“
Notice of Grant ”)
and this Agreement.
1.
Vesting Rights .
Subject to the applicable provisions of the Plan and this
Agreement, this Option may be exercised, in whole or in part, in
accordance with the schedule set forth in the Notice of
Grant.
2.
Termination Period .
(a)
General Rule .
Except as provided below, and subject to the Plan, this Option may
be exercised for 3 months after termination of Participant’s
employment with the Company. In no event shall this Option be
exercised later than the Term/Expiration Date set forth in the
Notice of Grant.
(b)
Death; Disability .
Upon the termination of Participant’s employment with the
Company by reason of his or her Disability or death, or if a
Participant dies within three months of the Termination Date, this
Option may be exercised for twelve months in the case of death, and
six months in the case of Disability, after the Termination Date,
provided that in no event shall this Option be exercised later than
the Term/Expiration Date set forth in the Notice of
Grant.
(c)
Cause .
Upon the termination of Participant’s employment by the
Company for Cause, the Option shall expire on such date of
Participant’s Termination Date.
3.
Grant of Option .
The Participant named in the Notice of Grant has been granted an
Option for the number of Shares set forth in the Notice of Grant at
the exercise price per Share set forth in the Notice of Grant (the
“
Exercise Price ”).
In the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Agreement, the terms and
conditions of the Plan shall prevail.
If
designated in the Notice of Grant as an Incentive Stock Option
(“
ISO ”),
this Option is intended to qualify as an Incentive Stock Option
under Section 422 of the Code. However, if this Option is intended
to be an Incentive Stock Option, to the extent that it exceeds the
$100,000 rule of Code Section 422(d) it shall be treated as a
Nonstatutory Stock Option (“
NSO ”).
4.
Exercise of Option .
(a)
Right to Exercise .
This Option is exercisable during its term in accordance with the
Vesting Schedule set forth in the Notice of Grant and the
applicable provisions of the Plan and this Agreement. In the event
of Participant’s death, Disability, Termination for Cause or
other Termination, the exercisability of the Option is governed by
the applicable provisions of the Plan, the Notice of Stock Option
Grant and this Agreement.
(b)
Method of Exercise .
This Option is exercisable by delivery of an exercise notice (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 pursuant to the provisions of the Plan. The Exercise
Notice shall be delivered in person, by mail, via electronic mail
or facsimile or by other authorized method to the Secretary of the
Company or other person designated by the Company. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise
Price as to all Exercised Shares. This Option shall be deemed to be
exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by such aggregate Exercise
Price.
(c)
Compliance .
No Shares shall be issued pursuant to the exercise of this Option
unless such issuance and exercise complies with all relevant
provisions of law and the requirements of any stock exchange or
quotation service upon which the Shares are then listed. Assuming
such compliance, for income tax purposes the Exercised Shares shall
be considered transferred to the Participant on the date the Option
is exercised with respect to such Exercised Shares.
5.
Method of Payment .
Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the
Participant:
(a)
cash;
or
(b)
check;
or
(c)
a
“broker-assisted” or “same day sale”
(as described in Section 8(d) of the Plan)
; or
(d)
other
method authorized by the Company.
6.
Non-Transferability of Option .
This Option may not be transferred in any manner other than by will
or by the laws of descent or distribution or court order and may be
exercised during the lifetime of Participant only by the
Participant. The terms of the Plan and this Agreement shall be
binding upon the executors, administrators, heirs, successors and
assigns of the Participant.
7.
Term of Option .
This Option may be exercised only within the term set out in the
Notice of Grant, and may be exercised during such term only in
accordance with the Notice of Grant, the Plan and the terms of this
Agreement.
8.
U.S. Tax Consequences .
For Participants subject to U.S. income tax, some of the federal
tax consequences relating to this Option, as of the date of this
Option, are set forth below. All other Participants should consult
a tax advisor for tax consequences relating to this Option in their
respective jurisdiction. THIS SUMMARY IS NECESSARILY INCOMPLETE,
AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE
PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS
OPTION OR DISPOSING OF THE SHARES.
(a)
Exercising the Option .
(1)
Nonstatutory Stock Option .
The Participant may incur regular federal income tax liability upon
exercise of a NSO. The Participant will be treated as having
received compensation income (taxable at ordinary income tax rates)
equal to the excess, if any, of the Fair Market Value of the
Exercised Shares on the date of exercise over their aggregate
Exercise Price. If the Participant is an Employee or a former
Employee, the Company will be required to withhold from his or her
compensation or collect from Participant and pay to the applicable
taxing authorities an amount in cash equal to a percentage of this
compensation income at the time of exercise, and may refuse to
honor the exercise and refuse to deliver Shares if such withholding
amounts are not delivered at the time of exercise.
(2)
Incentive Stock Option .
If this Option qualifies as an ISO, the Participant will have no
regular federal income tax liability upon its exercise, although
the excess, if any, of the aggregate Fair Market Value of the
Exercised Shares on the date of exercise over their aggregate
Exercise Price will be treated as an adjustment to alternative
minimum taxable income for federal tax purposes and may subject the
Participant to alternative minimum tax in the year of
exercise.
(b)
Disposition of Shares .
(1)
NSO .
If the Participant holds NSO Shares for at least one year, any gain
realized on disposition of the Shares will be treated as long-term
capital gain for federal income tax purposes.
(2)
ISO .
If the Participant holds ISO Shares for at least one year after
exercise and two years after the grant date, any gain realized on
disposition of the Shares will be treated as long-term capital gain
for federal income tax purposes. If the Participant disposes of ISO
Shares within one year after exercise or two years after the grant
date, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the
extent of the excess, if any, of the lesser of (A) the difference
between the Fair Market Value of the Shares acquired on the date of
exercise and the aggregate Exercise Price, or (B) the difference
between the sale price of such Shares and the aggregate Exercise
Price.
(c)
Notice of Disqualifying Disposition of ISO Shares
.
If the Participant sells or otherwise disposes of any of the Shares
acquired pursuant to an ISO on or before the later of (i) two years
after the grant date, or (ii) one year after the exercise date, the
Participant shall immediately notify the Company in writing of such
disposition. The Participant agrees that he or she may be subject
to income tax withholding by the Company on the compensation income
recognized from such early disposition of ISO Shares by payment in
cash or out of the current earnings paid to the
Participant.
(d)
Possible Effect of Section 409A of the Code .
Section 409A of the Code applies to arrangements that provide for
the deferral of compensation. Generally, a stock option granted
with an exercise price per share of not less than the “fair
market value” (determined in a manner consistent with Section
409A of the Code and the regulations and other guidance promulgated
thereunder) per share on the date of grant of the stock option and
with no other feature providing for the deferral of compensation
will not be subject to Section 409A of the Code. However, if the
exercise price of the stock option is less than such “fair
market value” or the stock option has another feature for the
deferral of compensation, then if the stock option is not
administered within the parameters established under Section 409A
the optionholder will be subject to additional taxes. Also, the
amount deemed to be deferred compensation under Section 409A of the
Code will be subject to ordinary income and employment taxes (in
this respect the IRS has not yet indicated how it will calculate
the amount of deferred compensation subject to tax and the timing
and frequency of taxation, but it seems likely that the income will
be measured and taxes imposed at least on the vesting dates of the
stock option). If Section 409A of the Code does apply to this
Option, then special rules apply to the timing of making and
effecting certain amendmen
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