Volu-Sol, Inc.
Stock Option Grant and Agreement
Volu-Sol, Inc. (the "Company") hereby grants to the Participant an
Option to purchase shares of the Company's common stock on the following terms
and conditions:
1. Identifying Provisions. As used in this Option, the
following terms shall have the following respective meanings:
a. Participant is ___________________.
b. Date of Grant is ____________________.
c. Number of Covered Shares is ____________________.
d. Exercise Price Per Share is $__________.
2. Award. This Agreement specifies the terms of the option
("Option") granted to the Participant to purchase the number
of Covered Shares of Stock at the Exercise Price set forth
above in Paragraph 1. The Option is not intended to constitute
an "incentive stock option" ("ISO") as that term is used in
Code section 422.
3. Date of Exercise. Except as limited by this Agreement, this
Option shall become exercisable immediately or at any time
prior to the Expiration Date of this Option, whereupon the
Option shall expire and may thereafter no longer be exercised.
An installment shall not become exercisable on the otherwise
applicable vesting date if the Participant's Date of
Termination (as defined in Paragraph 8, below) occurs on or
before such vesting date. Notwithstanding the foregoing
provisions of this Paragraph 3, the Option shall become
exercisable with respect to all of the Covered Shares (to the
extent it is not then otherwise exercisable) as follows:
a. The Option shall become fully exercisable upon the
Participant's Date of Termination, if the Date of
Termination occurs by reason of the Participant's
death or Disability.
b. The Option shall become fully exercisable upon a
Change in Control, if the Participant's Date of
Termination does not occur on or before the Change in
Control.
c. The Option may be exercised on or after the Date of
Termination only as to that portion of the Covered
Shares as to which it was exercisable immediately
prior to the Date of Termination, or as to which it
became exercisable on the Date of Termination in
accordance with this Paragraph 3.
4. Expiration. The Option shall not be exercisable after the
Company's close of business on the last business day that
occurs prior to the Expiration Date. The Expiration Date
shall be the earliest to occur of:
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a. The five-year anniversary of the Grant Date;
b. If the Participant's Date of Termination occurs by
reason of death, Disability or Retirement, the
one-year anniversary of such Date of Termination; or
c. If the Participant's Date of Termination occurs
for reasons other than death, Disability, or
Retirement, the 90-day anniversary of such Date of
Termination.
5. Method of Exercise. Subject to the terms of this Agreement,
the Option may be exercised in whole or in part by filing a
written notice with the Secretary of the Company at its
corporate headquarters prior to the Company's close of
business on the last business day that occurs prior to the
Expiration Date. Such notice shall specify the number of
Covered Shares the Participant elects to purchase, and shall
be accompanied by payment of the Exercise Price for such
shares. Payment shall be by cash or by check payable to the
Company. Except as otherwise provided by the Board before the
Option is exercised, (i) all or a portion of the Exercise
Price may be paid by the Participant by delivery of shares
of Stock owned by the Participant and acceptable to the
Board having an aggregate Fair Market Value (as of the date of
exercise) that is equal to the amount of cash that would
otherwise be required; and (ii) the Participant may pay the
Exercise Price by authorizing a third party to sell shares
of Stock (or a sufficient portion of the shares) acquired upon
exercise of the Option and remit to the Company a sufficient
portion of the sale proceeds to pay the entire Exercise Price
and any tax withholding resulting from such exercise. The
Option shall not be exercisable if and to the extent the
Company determines that such exercise would violate applicable
state or federal securities laws or the rules and
regulations of any securities exchange on which the Stock is
traded. If the Company makes such a determination, it shall
use all reasonable efforts to obtain compliance with such
laws, rules or regulations. In making any determination
hereunder, the Company may rely on the opinion of counsel for
the Company.
6. Withholding. All deliveries and distributions under this
Agreement are subject to withholding of all applicable taxes.
At the election of the Participant, and subject to such rules
and limitations as may be established by the Board from time
to time, such withholding obligations may be satisfied through
the surrender of shares of Stock that the Participant already
owns.
7. Transferability. Except as otherwise provided in this
Paragraph 7, the Option is not transferable other than as
designated by the Participant by will or by the laws of
descent and distribution, and during the Participant's
life, may be exercised only by the Participant. However,
the Participant, with the prior approval of the Board, may
transfer the Option for no consideration to or for the
benefit of the Participant's Immediate Family (including,
without limitation, to a trust for the benefit of the
Participant's Immediate Family or to a partnership or limited
liability company for one or more members of the Participant's
Immediate Family), subject to such limits as the Board may
establish, and the transferee shall remain subject to all
terms and conditions applicable to the Option prior to
such transfer. The foregoing right to transfer the Option
shall apply to the right to consent to amendments to this
Agreement and, in the discretion of the Board, shall also
apply to the right to transfer ancillary rights associated
with the Option. The term "Immediate Family" means the
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Participant's spouse, parents, children, stepchildren,
adoptive relationships, sisters, brothers and grandchildren.
8. Definitions. Capitalized terms in this Agreement shall
have the meaning given them in this Agreement. In addition,
the following definitions shall apply:
"Affiliate" has the meaning set forth in Rule 12b-2 of the
regulations promulgated under the Exchange Act.
"Date of Termination" is the first day occurring on or after
the Grant Date on which the Participant is not employed by the
Company or any Subsidiary, regardless of the reason for the
termination of employment; provided that a termination of
employment shall not be deemed to occur by reason of a
transfer of the Participant between the Company and a
Subsidiary or between two Subsidiaries; and further provided
that the Participant's employment shall not be considered
terminated while the Participant is on an authorized leave of
absence from the Company or Subsidiary. If, as a result of a
sale or other transaction, the Participant's employer ceases
to be a Subsidiary (and the Participant's employer is or
becomes an entity that is separate from the Company), the
occurrence of such transaction shall be treated as the
Participant's Date of Termination caused by the Participant
being discharged by the employer.
9. Heirs and Successors. This Agreement shall be binding upon,
and inure to the benefit of, the Company and its successors
and assigns, and upon any person acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or
substantially all of the Company's assets and business. If
any rights exercisable by the Participant or benefits
deliverable to the Participant under this Agreement have not
been exercised or delivered, respectively, at the time of the
Participant's death, such rights shall be exercisable by
the Designated Beneficiary, and such benefits shall be
delivered to the Designated Beneficiary in accordance with the
provisions of this Agreement. The "Designated Beneficiary"
shall be the beneficiary or beneficiaries designated by the
Participant in a writing filed with the Board in such form
and at such time as the Board shall require. If a deceased
Participant fails to designate a beneficiary, or if the
Designated Beneficiary does not survive the participant,
any rights that would have been exercisable by the articipant
and any benefits distributable to the Participant shall be
exercised by or distributed to the legal representative of
the estate of the Participant. If a deceased Participant
has designated a beneficiary but the Designated Beneficiary
dies before the Designated Beneficiary's exercise of all
rights under this Agreement or before the complete
distribution of benefits to the Designated Beneficiary under
this Agreement, then any rights that would have been
exercisable by the Designated Beneficiary shall be
exercised by the legal representative of the estate of the
Designated Beneficiary, and any benefits distributable
to the Designated Beneficiary shall be distributed to the
legal representative of the estate of the Designated
Beneficiary.
10. Administration. The authority to manage and control the
operation and administration of this Agreement shall be vested
in the Board of Directors of the Company. Any interpretation
of the Agreement by the Board and any decision made by it with
respect to the Agreement is final and binding on all persons.
11. Not an Employment Contract. The Option does not confer any
right on the Participant with respect to continuation of
employment or other service with the Company or any
Subsidiary, nor will it interfere in any way with any right
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the Company or any Subsidiary would otherwise have to
terminate or modify the terms of such Participant's employment
or other service at any time.
12. Rights in Stock before Issuance and Delivery. No person shall
be entitled to the privileges of stock ownership in respect of
any shares issuable upon exercise of this Option unless and
until such shares have been issued to such person as
fully-paid shares.
13. Notices. Any notice to be given to the Company shall be
addressed to the Company in care of its corporate Secretary
at its principal offices and any notice to be given to
the Participant shall be addressed to the Participant at
the address set forth beneath the Participant's signature
hereto or at such other address as the Participant may
hereafter designate in writing to the Company. Any such
notice shall be deemed duly given when enclosed in a properly
sealed envelope or wrapper addressed as before said,
registered or certified and deposited postage and registry or
certification fees prepaid in a post office or branch post
office regularly maintained by the United States Postal
Service.
14. Other Terms. This Agreement has been executed and
delivered by the Company in Salt Lake City, Utah and shall be
construed and enforced in accordance with the laws of said
state, other than any choice of law rules calling for
the application of laws of another jurisdiction. This
Agreement may be amended by written agreement of the
Participant and the Company, without the consent of any other
person. If the Company enters into a transaction which is
intended to be accounted for using the pooling-of-interests
method of accounting, but it is determined by the Board that
the Option or any aspect thereof could reasonably be expected
to preclude such treatment, then the Board may modify (to
the minimum extent required) or revoke (if necessary) the
Option or any of the provisions thereof to the extent that the
Board determines that such modification or revocation is
necessary to enable the transaction to be subject to pooling-
of-interests accounting.
IN WITNESS WHEREOF the Company has granted this Option on the Date of
Grant specified above.
Volu-Sol, Inc.
5095 West 2100 South
Salt Lake City, Utah 84120
By: ____________________________________
Its: President & Chief Executive Officer
Participant:
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NOTICE OF EXERCISE
Volu-Sol, Inc.
5095 West 2100 South
Salt Lake City, Utah 84120
Ladies and Gentlemen:
The undersigned hereby elects to purchase, pursuant to the provisions of the
Stock Option Agreement and Option held by the undersigned, dated ___________,
_________ shares of Stock of Volu-Sol, Inc., a Utah corporation, issuable upon
exercise of said Option.
The undersigned hereby represents and warrants that the undersigned is acquiring
such stock for his own account and not for resale or with a view to distribution
of any part thereof.
The undersigned hereby attaches the purchase price payable for such shares at
$______ per share in the form of ____________________________________ (specify
cash, check, money order, other securities, etc.).
Dated:
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Signature
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Printed Name
Address:
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(Social Security Number)
