INCENTIVE STOCK OPTION AGREEMENT
UNDER PHYTOTECH, INC. STOCK OPTION PLAN
THIS INCENTIVE STOCK OPTION AGREEMENT (the "Option Agreement") dated as of
May 22, 1997 ("Date of Grant"), by and between PHYTOTECH, INC. a New Jersey
corporation (the "Company"), and DEV VASUDEV, with an address of c/o Phytotech,
Inc., ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Technical
Staff, (the "Optionee").
WHEREAS, pursuant to the PHYTOTECH, INC. STOCK OPTION PLAN (the "Plan") the
committee duly appointed by the Board of Directors of the Company (the
"Committee") has determined that the Optionee is to be granted, under the terms
and conditions set forth herein, an option (the "Option") to purchase shares of
the no par Common Stock (the "Common Stock") of the Company and hereby grants
such Option.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto agree as
follows:
1. NUMBER OF SHARES AND OPTION PRICE. The Option represents the right,
under the terms and conditions set forth herein, to purchase Three
Thousand (3,000) shares of the Common Stock (the "Shares") at a price
(the "Option Price") of Fifteen Cents ($0.15) per share.
2. TERM OF OPTION AND CONDITIONS OF EXERCISE.
(a) Term of Option. Unless the Option is previously terminated
pursuant to this Option Agreement, the term of the Option and of
this Option Agreement shall commence on the date hereof (the
"Date of Grant") and terminate upon the expiration of (10) years
from the Date of Grant. Upon the termination of the Option, all
rights of the Optionee hereunder shall cease.
(b) Conditions of Exercise. The Option shall be exercisable pursuant
to the Vesting Schedule set forth below; provided, however, that
the Option may be exercised only to purchase whole shares of
Common Stock, and in no case may a fraction of a
share of Common Stock be purchased; and provided further,
however, that payment of the purchase price must be made in
cash; and provided further, however, that the Optionee was
providing services for the Company on the applicable Option
Exercise Date below described. If the Optionee has terminated
providing services for the Company, then the Vesting Schedule
below shall cease as of and after the date the Optionee's
services for the Company were terminated (the "Termination
Date"), and the only Options which may be exercised are those
Options vesting prior to such Termination Date.
Option Exercise Date:
Date Number of Shares
---- ----------------
May 22, 1998 600
May 22, 1999 600
May 22, 2000 600
May 22, 2001 600
May 22, 2002 600
3. NOTICES. Any notice required or permitted under this Option Agreement
shall be deemed given when delivered personally, or when deposited in
a United States Post Office, postage prepaid, addressed, as
appropriate, to the Optionee either at the Optionee's address as last
known by the Company or such other address as last known by the
Company or such other address as the Optionee may designate in writing
to the Company.
4. FAILURE TO ENFORCE NOT A WAIVER. The failure of the Company to
enforce at any time any provision of this Option Agreement shall in no
way be construed to be a waiver of such provision or of any other
provision hereof.
5. INCORPORATION OF PLAN. The Plan is hereby incorporated herein by
reference and made a part hereof, and the Option and this Option
Agreement are subject to all terms and conditions of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement
as of the date and year set forth below.
ATTEST: PHYTOTECH, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------- ------------------------------------
▇▇▇▇ ▇▇▇▇▇▇, Secretary ▇▇▇▇ ▇. ▇▇▇▇▇▇, President
DATE: 10/10/1997 The undersigned hereby accepts and
--------------------- agrees to all the terms and provisions
of the foregoing Option Agreement and to
all of the terms and provisions of the
PHYTOTECH, INC. STOCK OPTION PLAN
incorporated herein by reference.
/s/ DEV VASUDEV
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DEV VASUDEV, Optionee