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Exhibit 10.54
Boston Life Sciences, Inc.
Nonstatutory Stock Option Agreement
1.
Grant of Option.
This agreement (hereinafter, the "Agreement") evidences the grant
by
Boston Life Sciences, Inc., a Delaware corporation (the "Company"),
on JULY 18,
2005 (the "Grant Date") to KEN RICE, an EMPLOYEE of the Company
(the
"Optionee"), of an option (this "Option") to purchase, in whole or
in part, on
the terms provided herein, a total of 300,000 shares (the "Shares")
of common
stock, $0.01 par value per share, of the Company ("Common Stock")
at $3.25 per
Share. Unless earlier terminated, this Option shall expire at 5:00
p.m., Eastern
time, on JULY 17, 2015 (the "Final Exercise Date").
It is intended that the Option evidenced by this Agreement shall
not be
an incentive stock option as defined in Section 422 of the Internal
Revenue Code
of 1986, as amended, and any regulations promulgated thereunder
(the "Code").
Except as otherwise indicated by the context, the term "Optionee",
as used in
this Option, shall be deemed to include any person who acquires the
right to
exercise this Option validly under its terms.
2. Vesting
Schedule.
This option will become exercisable ("vest") immediately as to
100,000
of the original number of Shares on the Grant Date with the
remaining 200,000 of
the original number of Shares vesting in equal monthly installments
over 3
YEARS.
The right of exercise shall be cumulative so that to the extent
the
Option is not exercised in any period to the maximum extent
permissible it shall
continue to be exercisable, in whole or in part, with respect to
all Shares for
which it is vested until the earlier of the Final Exercise Date or
the
termination of this Option under Section 3 hereof.
3.
Exercise of Option.
(a) Form of Exercise. Each election to exercise this Option shall
be by
written notice in the form attached hereto as Exhibit A, signed by
the Optionee,
and received by the Company at its principal office, accompanied by
this
Agreement, and payment in full in the manner provided in Section
3(b) hereof.
The Optionee may purchase less than the total number of Shares
covered hereby,
provided that no partial exercise of this Option may be for any
fractional
share.
(b) Payment Upon Exercise. Common Stock purchased upon an election
to
exercise this Option shall be paid for as follows:
(1) in cash or
by check, payable to the order of the Company;
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(2) except as the Board (as defined in Section 4 below) may
otherwise determine, by (i) delivery of an irrevocable and
unconditional
undertaking by a creditworthy broker to deliver promptly to the
Company
sufficient funds to pay the exercise price and any required tax
withholding or
(ii) delivery by the Optionee to the Company of a copy of
irrevocable and
unconditional instructions to a creditworthy broker to deliver
promptly to the
Company cash or a check sufficient to pay the exercise price and
any required
tax withholding;
(3) for as long as the Common Stock is registered under the
Securities Exchange Act of 1934 (the "Exchange Act"), by delivery
of shares of
Common Stock owned by the Optionee valued at their fair market
value as
determined by (or in a manner approved by) the Board ("Fair Market
Value"),
provided (i) such method of payment is then permitted under
applicable law, (ii)
such Common Stock, if acquired directly from the Company, was owned
by the
Optionee for such minimum period of time, if any, as may be
established by the
Board in its discretion, and (iii) such Common Stock is not subject
to any
repurchase, forfeiture, unfulfilled vesting or other similar
requirements;
(4) to the extent permitted by applicable law and by the
Board, by (i) delivery of a promissory note of the Optionee to the
Company on
terms determined by the Board, or (ii) payment of such other
lawful
consideration as the Board may determine; or
(5) by any combination of the above permitted forms of
payment.
(c) Continuous Relationship with the Company Required. Except
as
otherwise provided in this Section 3, this Option may not be
exercised unless
the Optionee, at the time he or she exercises this Option, is, and
has been at
all times since the Grant Date, an employee of the Company (an
"Eligible
Optionee").
(d) Termination of Relationship with the Company. If the
Optionee
ceases to be an Eligible Optionee for any reason, then, except as
provided in
paragraphs (e) and (f) below, the right to exercise this Option
shall terminate
three months after such cessation (but in no event after the Final
Exercise
Date), provided that this Option shall be exercisable only to the
extent that
the Optionee was entitled to exercise this Option on the date of
such cessation.
Notwithstanding the foregoing, if the Optionee, prior to the Final
Exercise
Date, violates the non-competition or confidentiality provisions of
any
employment contract, confidentiality and nondisclosure agreement or
other
agreement between the Optionee and the Company, the right to
exercise this
Option shall terminate immediately upon written notice to the
Optionee from the
Company describing such violation.
(e) Exercise Period Upon Death or Disability. If the Optionee dies
or
becomes disabled (within the meaning of Section 22(e)(3) of the
Code) prior to
the Final Exercise Date while he or she is an Eligible Optionee and
the Company
has not terminated such relationship for "cause" as specified in
paragraph (f)
below, this Option shall be exercisable, within the period of one
year following
the date of death or disability of the Optionee, by the Optionee
(or in the case
of death by an authorized transferee), provided that this Option
shall be
exercisable only to the extent that this Option was exercisable by
the Optionee
on the date of his or her death or disability, and further provided
that this
Option shall not be exercisable after the Final Exercise Date.
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(f) Discharge for Cause. If the Optionee, prior to the Final
Exercise
Date, is discharged by the Company for "cause" (as defined below),
the right to
exercise this Option shall terminate immediately upon the effective
date of such
discharge. "Cause" shall mean willful misconduct by the Optionee or
willful
failure by the Optionee to perform his or her responsibilities to
the Company
(including, without limitation, breach by the Optionee of any
provision of any
employment, consulting, advisory, nondisclosure, non-competition or
other
similar agreement between the Optionee and the Company), as
determined by the
Company, which determination shall be conclusive. The Optionee
shall be
considered to have been discharged for "Cause" if the Company
determines, within
30 days after the Optionee's resignation, that discharge for cause
was
warranted.
4.
Administration by Board of Directors or Committee.
This Agreement will be administered by the Board of Directors of
the
Company (the "Board"). The Board shall have authority to adopt,
amend and repeal
such administrative rules, guidelines and practices relating to
this Agreement
as it shall deem advisable. The Board may correct any defect,
supply any
omission or reconcile any inconsistency in this Agreement in the
manner and to
the extent it shall deem necessary and the Board shall be the sole
and final
judge of such action. All decisions by the Board shall be made in
the Board's
sole discretion and shall be final and binding on all persons
having or claiming
any interest in this Option. No director or person acting pursuant
to the
authority delegated by the Board shall be liable for any action or
determination
relating to or under this Agreement made in good faith. To the
extent permitted
by applicable law, the Board may delegate any or all of its powers
under this
Agreement to one or more committees or subcommittees of the Board
(a
"Committee"). All references in this Agreement to the "Board" shall
mean the
Board or a Committee of the Board to the extent that the Board's
powers or
authority under this Agreement have been delegated to such
Committee.
5.
Adjustments for Changes in Common Stock and Certain Other
Events.
(a) Changes in Capitaliza
