Exhibit
2.9
OPTION TERMINATION
AGREEMENT
This Option Termination
Agreement (this “ Agreement ”) is made and
entered into by and between eGene, Inc., a Nevada corporation (the
“ Company ”), and the individual signatory to
this Agreement (the “ Optionee ”).
WHEREAS
, Optionee is the holder
of options (“ Options ”) for the purchase of
shares of the common stock, $0.001 par value per share, of the
Company, which were granted under the Company’s 1999 Stock
Option Plan, 2002 Stock Option Plan, 2004 Stock Option Plan, 2005
Stock Plan or 2006 Stock Option Plan (the “ Plans
”) pursuant to one or more Stock Option Agreements entered
into between the Company and the Optionee (each, an “
Option Agreement ”);
WHEREAS
, on April 12, 2006, the
Company entered into an Agreement and Plan of Merger (the “
Merger Agreement ”) by and among QIAGEN North American
Holdings, Inc., a California corporation (“ Parent
”), and Electra Merger Sub, Inc., a Nevada corporation
wholly-owned by Parent (“ Sub ”), pursuant to
which Sub will merge with and into the Company (the “
Merger ”), with the Company surviving the Merger as a
wholly-owned subsidiary of Parent; and
WHEREAS
, it is a condition to
the closing of the Merger that each holder of stock options shall
have agreed to terminate his or her stock Options in exchange for
the consideration described in the Merger Agreement.
NOW,
THEREFORE ,
in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agrees as follows:
1. Termination of
Options .
Effective immediately prior to, and contingent upon the
closing of, the Merger, the Options will be cancelled and
surrendered, regardless of whether such Options are then
exercisable and regardless of the exercise price of such Options.
In settlement of such surrender and cancellation, Optionee
shall be entitled to receive on or promptly following the Closing
Date and in accordance with the terms of Sections 1.09(a) of the
Merger Agreement, an amount in cash, without interest, set forth on
Schedule A attached hereto. Optionee hereby
acknowledges and agrees that, immediately prior to, and contingent
upon the closing of, the Merger, each Option Agreement governing
the Options shall be deemed terminated and void. In the event
that the Merger Agreement is terminated prior to the closing of the
Merger, Optionee shall not be deemed to have terminated any of the
Options, and all of the Options shall remain outstanding on the
terms set forth in the Plans and the Option
Agreement(s).
2. No Exercise of
Options .
Optionee hereby agrees not to exercise any Options held by
Optionee (including both vested Options and Options that may vest
after the date hereof) for the purchase of securities of the
Company at any time from and after the date of this Agreement until
the earlier of (a) July 31, 2007, (b) the termination of the Merger
Agreement and (c) the closing of the Merger.
3. Representations
and Warranties . Optionee hereby represents,
warrants and covenants to the Company as follows:
(a) No stock
certificates have been issued to Optionee, or, to the knowledge of
Optionee, to any other person, in respect of the Options. No
person other than Optionee has any right,
title, claim, equity or
interest in, to or respecting the Options or the consideration
issuable in respect there
