EXERCISEABILITY; REPURCHASE RIGHT. The Option will be immediately vested and exerciseable as to one hundred fifty thousand (150,000) shares, and will become vested and exerciseable, at each of the first and second anniversaries of the Start Date, for an additional one hundred fifty thousand (150,000) shares, provided you are, at such anniversary, then still employed by or serving as a consultant to Calypte. The Option otherwise will be granted under such customary documentation as to form of grant and exercise as is used for other incentive stock options granted under the Plan, provided that such grant documentation will contain a provision that if a Sale of Assets or Change of Control, as hereinafter defined, occurs prior to October 18, 2001 (which is the second anniversary of the Start Date), and provided your employment with Calypte has not been terminated for cause within the ninety (90) days preceding the date of the relevant event, then the Option will automatically become vested and exerciseable as to all shares for which it is not then otherwise vested and exerciseable, as of the date of the Sale of Assets or Change of Control. For purposes of this Agreement, a "SALE OF ASSETS OR CHANGE OF CONTROL" means (a) the closing of a sale by Calypte of all or substantially all of its assets, in one or a series of related transactions (a sale of assets), or (b) the date upon which those persons who, immediately prior to such date, held fifty percent (50%) or more of the outstanding voting securities of Calypte, immediately after such date hold less than fifty percent (50%) of the outstanding voting securities of Calypte (a change of control), provided that such event is the result of a sale or other transfer, including a merger or other reorganization involving Calypte, of equity securities from one or more parties to one or more other parties, and provided that this provision will not apply in the event of the issuance by Calypte of its equity securities in an equity financing, whether as a private placement or in any public offering by Calypte of its securities.
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EXERCISEABILITY; REPURCHASE RIGHT. The Fifty thousand (50,000) shares under the Option will be immediately vested and exerciseable. The Option will become exerciseable (A) at the sixth-month anniversary of the Effective Date (April 18, 2000), as to one hundred an additional fifty thousand (150,00050,000) shares, and will become vested and exerciseable, (B) at each the first anniversary of the first and second anniversaries of the Start DateEffective Date (October 18, 2000), for an additional one hundred the remaining fifty thousand (150,00050,000) shares, provided you are, at such sixth-month anniversary, and one-year anniversary, respectively, then still employed by or serving as a consultant to Calypte, including serving as a Director. The Option otherwise will be granted under such customary documentation as to form of grant and exercise as is used for other incentive nonqualified stock options granted under the Plan, provided that such grant documentation will contain a provision that if a Sale of Assets or Change of Control, as hereinafter defined, occurs prior to October 18, 2001 2000 (which is the second first anniversary of the Start Effective Date), and provided your employment with Calypte has not been terminated for cause within the ninety (90) days preceding the date of the relevant event, then the Option will automatically become vested and exerciseable as to all shares for which it is not then otherwise vested and exerciseable, as of the date of the Sale of Assets or Change of Control. For purposes of this Agreement, a "SALE OF ASSETS OR CHANGE OF CONTROL" means (a) the closing of a sale by Calypte of all or substantially all of its assets, in one or a series of related transactions (a sale of assets), or (b) the date upon which those persons who, immediately prior to such date, held fifty percent (50%) or more of the outstanding voting securities of Calypte, immediately after such date hold less than fifty percent (50%) of the outstanding voting securities of Calypte (a change of control), provided that such event is the result of a sale or other transfer, including a merger or other reorganization involving Calypte, of equity securities from one or more parties to one or more other parties, and provided that this provision will not apply in the event of the issuance by Calypte of its equity securities in an equity financing, whether as a private placement or in any public offering by Calypte of its securities.
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