Omrix Biopharmaceuticals, Inc. 2006 Equity Incentive Plan Form of Non-Qualified Stock Option Agreement

 

Exhibit 10.1
OMRIX BIOPHARMACEUTICALS, INC.
2006 EQUITY INCENTIVE PLAN
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to suchterms as defined in the Omrix Biopharmaceuticals, Inc. 2006 Equity Incentive Plan (the “Plan”).Please review this Non-Qualified Stock Option Agreement and promptly return a signed copy to theGeneral Counsel of Omrix Biopharmaceuticals, Inc. (the “Company”) or, in the absence of the GeneralCounsel, the Chief Financial Officer of the Company, in order to render the grant effective.
I. NOTICE OF STOCK OPTION GRANT
     [          ] (“Optionee”):
                    You have been granted an option to purchase Stock of the Company, subject to the terms andconditions of the Plan and this Award Agreement, as follows:
Date of Grant
Exercise Price per Share:
Total Number of Shares Granted:
Type of Option:                              Non-Qualified
Term/Expiration Date:
     Vesting Schedule:
     Subject to accelerated vesting as set forth in the Plan, this Option may be exercised, inwhole or in part, in accordance with the following schedule:
         
    Portion of Total Grant
Date
  Exercisable (Cumulative)
On the first anniversary of the Date of Grant
    %  
 
       
On the second anniversary of the Date of Grant
    %  
 
       
On the third anniversary of the Date of Grant
    %  
 
       
On the fourth anniversary of the Date of Grant
    100 %

 


 

II. AGREEMENT
     A. Grant of Option.
          The Company hereby grants to the Optionee named in the Notice of Grant in Part I of this AwardAgreement (the “Notice of Grant”) an Option to purchase the number of Shares set forth in theNotice of Grant, at the exercise price per share set forth in the Notice of Grant (the “ExercisePrice”), subject to the terms and conditions of the Plan, which is incorporated herein byreference. In the event of a conflict between the terms and conditions of the Plan and the termsand conditions of this Award Agreement, the terms and conditions of the Plan shall govern.
     B. Exercise of Option.
          (a) Right to Exercise. This Option is exercisable during its term in accordance withthe Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan andthis Award Agreement. Vesting of the Option shall only occur on the vesting dates set forth in thevesting schedule in the Notice of Grant, and there shall be no pro rata vesting ofthe Option between each such vesting date.
          (b) Method of Exercise. This Option is exercisable by delivery of an option exercisenotice, in the form attached as Exhibit A (the “Exercise Notice”), which shall state theelection to exercise the Option, the number of Shares in respect of which the Option is beingexercised (the “Exercised Shares”), and such other representations and agreements as may berequired by the Company pursuant to the provisions of the Plan. The Exercise Notice shall becompleted by the Optionee and delivered to the General Counsel of the Company or, in the absence ofthe General Counsel, the Chief Financial Officer. The Exercise Notice shall be accompanied bypayment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed tobe exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by suchaggregate Exercise Price of the Exercised Shares.
          (c) Method of Payment.
     Payment of the aggregate Exercise Price of the Exercised Shares shall be by any of thefollowing, or a combination thereof, at the election of the Optionee:
          (i) cash; or
          (ii) check; or

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          (iii) if permitted by the Committee as of the date of exercise of the Option, considerationreceived by the Company or the broker designated by the Company, as applicable, under a cashlessexercise program implemented by the Company in connection with the Plan.
     C. Non-Transferability of Option.
          This Option may not be transferred in any manner otherwise than by will or by the laws ofdescent or distribution and may be exercised during the lifetime of the Optionee only by theOptionee. The terms of the Plan and this Award Agreement shall be binding upon the executors,administrators, heirs, successors and assigns of the Optionee.
     D. Term of Option/Termination of Employment or Service.
          This Option may be exercised only within the term set out in the Notice of Grant, and may beexercised during such term only in accordance with the Plan, including provisions thereof relatingto the termination of the Optionee’s services with the Company, and the terms of this AwardAgreement.
          If the employment or services of the Optionee is terminated for any reason, and if theCommittee does not determine otherwise, any portion of the Option that has not theretofore becomevested and exercisable shall be forfeited and shall lapse. Any portion of the Option that hasvested as of the date of the Optionee’s termination of service other thanfor cause shall be exercisable for a period of 90 days following the date of termination.Upon expiration of such 90 day period, any unexercised portion of the Option shall terminate infull and shall lapse. Notwithstanding the foregoing, in no event may the Option be exercised afterthe Option’s Expiration Date.
     E. Entire Agreement; Governing Law.
          The Plan is incorporated herein by reference. The Plan and this Award Agreement constitutethe entire agreement of the parties with respect to the subject matter hereof and supersede intheir entirety all prior undertakings and agreements of the Company and the Optionee with respectto the subject matter hereof, and may not be modified adversely to the Optionee’s interest exceptby means of a writing signed by the Company and the Optionee. This Award Agreement is governed bythe internal substantive laws, but not the choice of law rules, of the State of Delaware.
F. NO GUARANTEE OF CONTINUED SERVICE.
          OPTlONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULEHEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOTTHROUGH THE ACT OF BEING

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HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEEFURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER ANDTHE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUEDENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOTINTERFERE WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS ASERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
          By your signature and the signature of the Company’s representative below, you and the Companyagree that this Option is granted under and governed by the terms and conditions of the Plan andthis Award Agreement. Optionee has reviewed the Plan and this Award Agreement in their entiretyand fully understands all provisions of the Plan and Award Agreement. Optionee hereby agrees toaccept as binding, conclusive and final all decisions or interpretations of the Board or theCommittee administering the Plan upon any questions relating to the Plan and Award Agreement.Optionee further agrees to notify the Company upon any change in the residence address indicatedbelow.
         
OPTIONEE
  OMRIX BIOPHARMACEUTICALS,    
 
  INC.    
 
       
 
       
  Signature
    By:    
 
       
 
       
  Print Name
    Title:    
 
       
         
  Residence Address
       
 
       
         
 
       
         
 
       
         

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EXHIBIT A
OMRIX BIOPHARMACEUTICALS, INC.
2006 EQUITY INCENTIVE PLAN
EXERCISE NOTICE

Omrix Biopharmaceuticals, Inc.
630 Fifth Avenue
New York, New York 10111

Attention: General Counsel
     1. Exercise of Option. Effective as of today,                                         , 200                    , the undersigned(“Purchaser”) hereby elects to purchase                                 shares (the “Shares”) of the Stock of OmrixBiopharmaceuticals, Inc. (the “Company”) under and pursuant to the Omrix Biopharmaceuticals, Inc.2006 Equity Incentive Plan (the “Plan”) and the Non-Qualified Stock Option Agreement dated                                         (the “Award Agreement’’). The per share purchase price for the Shares shall be$                                        , as required by the Award Agreement.
     2. Delivery of Payment. Purchaser herewith delivers to the Company the full purchaseprice for the Shares.
     3. Representations of Purchaser. Purchaser acknowledges that Purchaser has received,read and understood the Plan and the Award Agreement and agrees to abide by and be bound by theirterms and conditions.
     4. Rights as Stockholder. Until the issuance (as evidenced by the appropriate entryon the books of the Company or of a duly authorized transfer agent of the Company) of the Shares,no right to vote or receive dividends or any other rights as a stockholder shall exist with respectto the Shares, notwithstanding the exercise of the Option. The Shares so acquired shall be issuedto the Optionee as soon as practicable after exercise of the Option. No adjustment will be madefor a dividend or other right for which the record date is prior to the date of issuance.
         
Submitted by:
  Accepted by:    
 
       
PURCHASER:
  OMRIX BIOPHARMACEUTICALS,    
 
  INC.    
 
       
         
Signature
       
         
 
  By    
 
       
         
Print Name
       
         
 
  Its    
 
       
         
 
  Date Received    

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