INYX, INC. N0N-QUALIFIED STOCK OPTION AGREEMENT pursuant to the INYX, INC. 2005 EQUITY INCENTIVE PLAN
Exhibit
10.2
INYX,
INC.
N0N-QUALIFIED
STOCK OPTION AGREEMENT
pursuant
to the
INYX,
INC. 2005 EQUITY INCENTIVE PLAN
THIS
NON-QUALIFIED STOCK OPTION AGREEMENT
(this
“Agreement”)
is
made and entered into by and between INYX, INC., a Nevada corporation (the
“Company”),
and
___________ (the “Optionee”),
effective as of _______, 200_ (the “Date
of Grant”).
1. Grant
of Option.
The
Company hereby grants to the Optionee and the Optionee hereby accepts, subject
to the terms and conditions hereof, a Non-Qualified Stock Option (the
“Option”)
to
purchase up to ______ shares of Company’s Common Stock, par value $0.001 per
share (the “Common
Stock”),
at
the Exercise Price per share set forth in Section
4
below.
2. Governing
Plan.
This
Option is granted pursuant to the Company’s 2005 Equity Incentive Plan (the
“Plan”),
a
copy of which is attached hereto as Attachment One and incorporated herein
for
all purposes. Capitalized terms used but not otherwise defined herein have
the
meanings as set forth in the Plan. The Optionee agrees to be bound by the
terms
and conditions of the Plan, which terms and conditions of the Plan control
in
case of any conflict with this Agreement, except as otherwise specifically
provided for in the Plan.
3. Expiration
of the Option.
The
Option (to the extent not earlier exercised or terminated in accordance with
the
Plan) will expire at the end of business on _________, 201_, which date is
not
in excess of ten (10) years from the date of grant (the “Date
of Grant”)
of the
Option. The Option may terminate sooner under certain circumstances, including
termination of the Optionee’s employment with the Company and/or any Affiliated
Entity, as set forth in the Plan. The Option may not be exercised after its
expiration or termination.
4. Exercise
Price.
The
“Exercise Price” of the Option is _____________ per share of Common Stock. The
Exercise Price is subject to adjustment or amendment as set forth in the
Plan.
5. Vesting.
On each
Measurement Date set forth in Column 1 below, the Option shall vest and become
exercisable for the corresponding number of shares of Common Stock set forth
in
Column 2 below if the Optionee’s employment with the Company and/or any
Affiliated Entity has not terminated. The “Vested
Portion”
of the
Option as of any particular date shall be the cumulative total of all shares
for
which the Option has become exercisable as of that date.
|
Column
1
Measurement
Date
|
Column
2
Vested
Portion of the Option
|
6. Exercise
of the Option.
The
Vested Portion (as herein defined) of the Option may be exercised, to the
extent
not previously exercised, in whole or in part, at any time or from time to
time
prior to the expiration or termination of the Option. Exercise shall be
accomplished by providing the Company with written notice in the form of
Exhibit A
hereto,
which notice shall be irrevocable when delivered and effective upon payment
in
full of the exercise price in accordance with Section 6.(a)(i)
of
the
Plan and any amounts required in for withholding taxes, and the satisfaction
of
all other conditions to exercise imposed under the Plan.
7. Nontransferability
of Option.
The
Option shall not be transferable or assignable by the Optionee, other than
by
will or the laws of descent and distribution, and shall be exercisable during
the Optionee’s lifetime only by the Optionee.
8. Administration.
The
Plan and this Agreement shall be administered and may be definitively
interpreted by a committee of the Board, and the Optionee agrees that the
decisions of the Board concerning administration and interpretation of the
Plan
and this Agreement shall be final, binding and conclusive on all
persons.
9. Notices.
All
notices or other communications which are required or permitted hereunder
or in
the Plan shall be in writing and sufficient if (i) personally delivered,
(ii)
sent by nationally recognized overnight courier or (iii) sent by registered
or
certified mail, postage prepaid, return receipt requested, addressed as follows:
(a) if to Optionee, at the address set forth on the signature page below;
or (b)
if to the Company, at the address set forth in the signature page hereto,
or in
either case, to such other address as the party to whom notice is to be given
may have furnished to the other party in writing in accordance herewith.
Any
such communication shall be deemed to have been given (i) when delivered,
if
personally delivered, (ii) on the first Business Day (as hereinafter defined)
after dispatch, if sent by nationally recognized overnight courier and (iii)
on
the third Business Day following the date on which the piece of mail containing
such communication is posted, if sent by mail. As used herein, “Business Day”
means a day that is not a Saturday, Sunday or a day on which banking
institutions in the city to which the notice or communication is to be sent
are
not required to be open.
10. Counterparts.
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original, but all of which together shall constitute one
and the
same instrument.
11. Non-Qualified
Option.
This
Agreement is not intended to grant an Option which meets the requirements
of
incentive stock options, as defined in Section 422A of the Internal Revenue
Code, and is only intended to be a “non-qualified” stock
option.
2
IN
WITNESS WHEREOF,
this
Agreement has been executed on behalf of the Company by its duly authorized
officer, and by the Optionee in acceptance of the above-mentioned Option,
subject to the terms and conditions of the Plan and of this Agreement, all
as of
the day and year first above written.
COMPANY:
INYX,
INC.,
a
Nevada corporation
By:
_____________________________________________
Name:
___________________________________________
Title:
____________________________________________
Address: ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
OPTIONEE:
________________________________________________
Printed
Name:
Address:
________________________________________
________________________________________
________________________________________
Telephone
No.: _____________________________________
EXHIBIT
A
NOTICE
OF EXERCISE
under
INCENTIVE
STOCK OPTION AGREEMENT
issued
pursuant to the
INYX,
INC. 2005 EQUITY INCENTIVE PLAN
To: Inyx,
Inc. (the “Company”)
From:
________________________________________
Date:
________________________________________
Pursuant
to the Inyx, Inc. 2005 Equity Incentive Plan (the “Plan”)
and
the Incentive Stock Option Agreement (the “Agreement”) (capitalized terms used
without definition herein have the meanings given such terms in the Agreement
or
the Plan) between the Company and myself effective ______________________,
20___, I hereby exercise my Option as follows:
|
Number
of shares of Common Stock I wish to purchase under the Option
|
|
|
Exercise
Price per Share
|
$
|
|
Total
Exercise Price
|
$
|
|
“Vested
Portion” of Option (see definition in Section 5 of the
Agreement)
|
|
|
Number
of shares I have previously purchased by exercising the
Option
|
|
|
Expiration
Date of the Option
|
I
hereby
represent, warrant, and covenant to the Company that:
(a) I
am
acquiring the Common Stock for my own account, for investment, and not for
distribution or resale, and I will make no transfer of such Common Stock
except
in compliance with applicable federal and state securities laws and in
accordance with the provisions of the Plan and the Agreement.
(b) I
can
bear the economic risk of the investment in the Common Stock resulting from
this
exercise of the Option, including a total loss of my investment.
(c) I
am
experienced in business and financial matters and am capable of (i) evaluating
the merits and risks of an investment in the Common Stock; (ii) making an
informed investment decision regarding exercise of the Option; and (iii)
protecting my interests in connection therewith.
(d) Any
subsequent offer for sale or distribution of any of the shares of Common
Stock
shall be made only pursuant to (i) a registration statement on an appropriate
form under the Securities Act of 1933, as amended (the “Securities
Act”),
which
registration statement has become effective and is current with regard to
the
shares being offered or sold, or (ii) a specific exemption from the registration
requirements of the Securities Act it being understood that to the extent
any
such exemption is claimed, I shall, prior to any offer for sale or sale of
such
shares, obtain a prior favorable written opinion, in form and substance
satisfactory to the Board of Directors, from counsel for or approved by the
Board of Directors as to the applicability of such exemption
thereto.
4
Attached
in full payment of the Exercise Price for the Option exercised herein is
(a) a
check made payable to the Company in the amount of $____________ and/or (b)
a
stock certificate for ____________ shares of Common Stock that have been
owned
by me or by me and my spouse jointly for at least six months, with a duly
completed stock power attached, with a total Fair Market Value on the date
hereof to the Total Exercise Price.
OPTIONEE:
_______________________________________________
Name:
Address:
________________________________________
________________________________________
________________________________________
RECEIVED
BY THE COMPANY:
INYX,
INC.,
a
Nevada corporation
By: __________________________________________
Name: ________________________________________
Title: _________________________________________
Address: ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Date: ________________________________________
5