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EXHIBIT 10.052
BIOSHIELD TECHNOLOGIES, INC.
STOCK INCENTIVE AGREEMENT
Dear ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇:
The Board of Directors of BioShield Technologies, Inc. ("BioShield")
hereby notifies you (the "Employee") of BioShield's grant to you of a stock
option (the "Option") to purchase shares of BioShield's common stock (the
"Stock") on the following terms and conditions:
1. PLAN. This Option is granted pursuant to the provisions of
BioShield's 1997 Stock Incentive Plan (the "Plan") and the
terms and conditions of the Plan are incorporated herein by
reference and made a part hereof. This Option is subject to,
and BioShield and the Employee agree to be bound by, all of
the terms and conditions of the Plan under which this Option
was granted as the same shall have been amended from time to
time in accordance with the terms thereof. A copy of the Plan
has been delivered to, and receipt is hereby acknowledged by,
the Employee.
2. OPTION. BioShield hereby grants to the Employee the Option to
purchase all or any part of the aggregate of such number of
shares of the Stock subject to the terms and condition of the
Plan and as set forth on Exhibit "A" attached hereto and
incorporated herein by reference.
3. NON-TRANSFERABLE OPTION. This Option and all rights hereunder
are neither assignable nor transferable by the Employee
otherwise than by will or under applicable laws of descent
and distribution, and during the Employee's lifetime this
Option is exercisable only by him. Without limiting the
generality of the foregoing, this Option shall not be
transferred, assigned, pledged or hypothecated in any way
(whether by operation of law or otherwise) and shall not be
subject to execution, attachment or similar process.
4. NOTICE OF EXERCISE OF OPTION. This Option may be exercised by
the Employee or by his administrators, executors or personal
representatives by written notice in substantially the form
of "Notice of Exercise" attached hereto as Exhibit "B", and
accompanied by a certified or cashier's check payable to
BioShield in payment of the Option exercise price applicable
to such Stock as provided herein. Upon receipt of such notice
and accompanying payment, subject to the terms hereof,
BioShield shall cause to be issued to the Employee or to his
representatives, executors, or personal representatives, as
the case may be, a certificate(s) for the number of shares of
Stock purchased hereunder which will be registered in the
name of the person exercising this Option.
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Acceptance by the Employee of the certificate(s) representing
the Stock purchased hereunder shall constitute a confirmation
by the Employee that the representations, warranties,
acknowledgments and agreements made herein shall be true and
correct at that time.
5. ENTIRE AGREEMENT. Subject to the terms and conditions of the
Plan, which is incorporated herein by reference, this
Agreement expresses the entire understanding and agreement of
the parties hereto.
Please execute this Agreement in the space provided below to
evidence your acceptance hereof.
BIOSHIELD TECHNOLOGIES, INC.
By:
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Title:
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Date:
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READ AND AGREED TO:
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Employee: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Date:
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EXHIBIT "A"
TO STOCK INCENTIVE AGREEMENT
BETWEEN
BIOSHIELD TECHNOLOGIES, INC.
AND
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
1. Type of Option: this is an _____ "Incentive" or __XX___ "Nonqualified"
Option (as described in the Plan).
2. Number of Shares Subject to Option: One Hundred Fifty Thousand
(150,000) Shares.
3. Option Exercise Price: $2 7/16 per Share.
4. Date of Grant: December 1, 1998.
5. Option Vesting Schedule
Check one:
(X) Options are exercisable with respect to all Shares on or
after the date hereof.
( ) Options are exercisable with respect to the number of
Shares indicated below on or after the date set next to the
number of Shares:
No. of Shares Vesting Date
6. Option Exercise Period:
Check one:
(X) All options expire and are void unless exercised on or before
November 30, 2003.
( ) Options expire and are void unless exercised on or before the
date indicated next to the number of Shares:
No. of Shares Vesting Date
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7. Effect of Termination of Employment of Employee:
Check one:
( ) Options automatically terminate at the date of termination of
employment.
(X) Employee may exercise options for a period of up to three
months from the date of termination, but only to the extent
of the number of shares which could be exercised at such date
of termination.
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EXHIBIT "B"
NOTICE OF EXERCISE
(To Be Executed Upon Exercise of Stock Options)
TO: BIOSHIELD TECHNOLOGIES, INC.
The undersigned hereby exercises the right to purchase _______ shares
of common stock (the "Shares") covered by the attached Stock Incentive
Agreement in accordance with the terms and conditions thereof, and herewith
makes payment of the Option Exercise Price for such Shares in full. The
undersigned hereby directs that the certificates for such Shares be issued in
the name of, and delivered to __________________________________________ whose
address is ____________________________________________. If the number of
Shares so purchased shall not be all of the Shares purchasable under such Stock
Incentive Agreement, a new Stock Incentive Agreement for the balance remaining
of the shares purchasable thereunder shall be issued in the name of and
delivered to the undersigned at the address shown below.
This _____ day of _____________, _________.
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(Signature must conform in all respects to name of
Employee as specified on the face of the Employee
Incentive Stock Option Agreement)
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