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Document Preview Notice of Stock Option Grant |
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Title: |
Notice of Stock Option Grant |
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Entities: |
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Date: |
2007 |
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Size: |
32KB total |
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Price: |
$39 |
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ID: |
#2839163 |
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QUARK BIOTECH, INC.
2003 ISRAELI STOCK OPTION PLAN
NOTICE OF STOCK OPTION GRANT
FOR ISRAELI OPTIONEES
Unless otherwise defined herein, the terms defined in this Option Agreement shall have the same defined meanings in the Plan.
Dear: , Trustee for the benefit of
The undersigned Optionee has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:
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Date of Grant: |
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Vesting Commencement Date: |
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Exercise Price per Share: |
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$ USD |
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Total Number of Shares Granted: |
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Total Exercise Price: |
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$ USD |
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Type of Option |
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Approved 102 Option: |
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Capital Gain Option (CGO) ;or |
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Unapproved 102 Option |
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3(i) Option |
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Term/Expiration Date: |
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Vesting Schedule:
This Option shall be exercisable, in whole or in part, according to the following schedule:
1
Termination Period:
The Option shall be exercisable for three (3) months after Optionee ceases to be employed by or provide services to the Company or to any Parent or Subsidiary of the Company to the extent the Option is vested on the date of such termination. If Optionee ceases to be employed by or provide services to the Company or to any Parent or Subsidiary of the Company as the result of Optionees death or Disability, the Option may be exercised for one (1) year after the date of such termination to the extent the Option is vested on the date of such termination. In no event may the this Option be exercised after the Term/Expiration Date as provided above.
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QUARK BIOTECH, INC.
STOCK OPTION AGREEMENT (the Option Agreement)
1. Grant of Option. Quark Biotech, Inc., a California corporation (the Company), hereby grants to the Optionee named in the Notice of Grant (the Optionee), an option (the Option) to purchase the number of Shares of Common Stock (the Shares) set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant (the Exercise Price) subject to the terms, definitions and provisions of the 2003 Israeli Stock Option Plan (the Plan) adopted by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in this Option Agreement shall have the same defined meanings in the Plan. In the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.
2. Exercise of Option.
(1) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement.
(2) Method of Exercise. This Option shall be 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, and such other representations and agreements may be required by the Company. Such Exercise Notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of 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 the aggregate Exercise Price.
No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with Applicable Laws.
3. Application of Section 102.
(1) It is the intention of QBI Enterprises Ltd. (QBI Ltd.) and the Company that the provisions and tax benefits of Section 102 apply to this Option and any Optioned Stock issued pursuant to this Option. With respect to Approved 102 Options, the Optionee hereby acknowledges that he is familiar with the provisions of Section 102 and the regulations and rules promulgated thereunder, including without limitations the type of Option granted hereunder and the tax implications applicable to such grant. The Optionee shall comply with the provisions of Section 102 and the Escrow Agreement between the Trustee, the Company and QBI Ltd., attached as Exhibit C hereto.
(2) In accordance with the provisions of Section 102, Approved 102 Options and any Shares issued upon the exercise of Approved 102 Options shall be issued to a Trustee and held by such Trustee for the benefit of Optionee for such period of time as required by Section 102 or any regulations, rules or orders or procedures promulgated thereunder (the Holding Period).
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