FORM OF AGREEMENT
Published on April 27, 2010
Exhibit 10.25
NON-QUALIFIED
STOCK OPTION AWARD AGREEMENT
UNDER
THE
CRYOPORT,
INC.
2009
STOCK INCENTIVE PLAN
This
Non-Qualified Stock Option Award Agreement (“Agreement”) is between CryoPort,
Inc. (“Company”) and ________________________ (the “Optionee”), and is effective
as of the ____ day of _____________, 20___ (“Grant Date”).
RECITALS
A. The
Board of Directors of the Company (“Board”) has adopted the Plan to promote the
interests and long-term success of the Company and its shareholders by providing
an incentive to attract, retain and reward persons performing services for the
Company and by motivating such person to contribute to the continued growth and
profitability of the Company.
B. The
Compensation Committee (or any such committee designated by the Board) has
approved the granting of Non-Qualified Stock Options to the Optionee pursuant to
Article 6 of the Plan.
C. To
the extent not specifically defined in this Agreement, all capitalized terms
used in this Agreement shall have the meaning set forth in the
Plan.
AGREEMENT
In
consideration of the mutual covenants and conditions hereinafter set forth and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Optionee agree as
follows:
1. Grant of
Option. Subject to the
terms of this Agreement and Article 6 of the Plan, the Company grants to the
Optionee the right and option to purchase from the Company all or any part of an
aggregate of ______ shares of Stock (“Option”). The delivery of any
document evidencing the Option is subject to the provisions of Section 6.1(d) of
the Plan. The Option granted under this Agreement is not intended to be an
“Incentive Stock Option” under Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”).
2. Purchase
Price. The purchase
price under this Agreement is $_________ per share of Stock, as determined by
the Committee, which shall not
be less than the Fair Market Value of a share of Stock on the Grant
Date.
3. Vesting of
Option. The Option shall
vest and be exercisable according to the following schedule:
[INSERT
VESTING SCHEDULE HERE]
Nothwithstanding
any other provision in this Agreement to the contrary, all Options shall become
fully vested and exercisable and all restrictions on outstanding Options shall
lapse upon a Change in Control.
4. Exercise of
Option. This Option may
be exercised, to the extent vested (under Section 3 above), in whole or in part
at anytime before the Option expires by delivery of a written notice of exercise
(under Section 5 below) and payment of the purchase price. The
purchase price may be paid in cash or such other method permitted by the
Committee under Section 6.1(c) of the Plan and communicated to the Optionee
before the date the Optionee exercises the Option.
5. Method of
Exercising Option. Subject to the
terms of this Agreement, the Option may be exercised by timely delivery to the
Company of written notice, which notice shall be effective on the date received
by the Company. The notice shall state the Optionee’s election to
exercise the Option and the number of underlying shares in respect of which an
election to exercise has been made. Such notice shall be signed by
the Optionee, or if the Option is exercised by a person or persons other than
the Optionee because of the Optionee’s death, such notice must be signed by such
other person or persons and shall be accompanied by proof acceptable to the
Company of the legal right of such person or persons to exercise the
Option.
6. Term of
Option. The Option
granted under this Agreement expires, unless sooner terminated, ten (10) years
from the Grant Date, through and including the normal close of business of the
Company on the tenth (10th)
anniversary of the Grant Date (“Expiration Date”).
7. Termination of
Employment.
(a) If
the Optionee Terminates Employment for any reason other than death or
Disability, the Optionee may at any time within the 90-day period after the date
of his or her Termination of Employment exercise the Option to the extent that
the Optionee was entitled to exercise the Option at the date of termination,
provided that in no event shall the Option be exercisable after the Expiration
Date.
(b) If
the Optionee Terminates Employment by reason of his death or Disability the
Option will lapse on the earlier of (i) the Option’s expiration date, or (ii)
one year after the date the Participant Terminates Employment on account of
Disability or death. The Option may be exercised following the death
or Disability of Optionee only if the Option was exercisable by Optionee
immediately prior to his/her death or Disability. In no event shall
the Option be exercisable after the Expiration Date.
8. Tax
Withholding. Unless otherwise
provided by the Committee prior to the vesting of Options, the Optionee shall
satisfy any federal, state, local or foreign employment or income taxes due upon
the vesting of Options (or otherwise) by having the Company withhold from those
shares of Stock that the Optionee would otherwise be entitled to receive, a
number of shares having a Fair Market Value equal to the minimum statutory
amount necessary to satisfy the Company’s applicable federal, state, local and
foreign income and employment tax withholding obligations. Any such
withholding shall be subject to the provisions of applicable law and to any
conditions the Committee may determine to be necessary to comply with Rule 16b-3
or its successors under the Exchange Act. In lieu of, and subject to, the above,
the Committee may also permit the Optionee to satisfy any federal, state, local,
or foreign employment or income taxes due upon the vesting of Options (or
otherwise) by (i) personal check or other cash equivalent acceptable to the
Company, (ii) permitting the Optionee to execute a same day sale of Stock
pursuant to procedures approved by the Company, or (iii) such other method
as approved by the Committee, all in accordance with applicable Company policies
and procedures and applicable law.
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9. Nontransferability. The Options
granted by this Agreement shall not be transferable by the Optionee or any other
person claiming through the Optionee, either voluntarily or involuntarily,
except by will or the laws of descent and distribution or as otherwise provided
by the Plan’s Committee (See Article 13 of the Plan).
10. Continuation of
Employment. This Agreement shall not be construed to confer
upon the Optionee any right to continue employment with the Company and shall
not limit the right of the Company, in its sole and absolute discretion, to
terminate Optionee’s employment at any time.
11. Nonstatutory
Stock Option. The
Options granted hereunder are nonstatutory (non-qualified) stock options, and
are not “incentive stock options” pursuant to the Code.
12. Administration. This Agreement
shall at all times be subject to the terms and conditions of the Plan and the
Plan shall in all respects be administered by the Committee in accordance with
the terms of and as provided in the Plan. The Committee shall have
the sole and complete discretion with respect to all matters reserved to it by
the Plan and decisions of the majority of the Committee with respect thereto and
to this Agreement shall be final and binding upon the Optionee and the Company.
In the event of any conflict between the terms and conditions of this Agreement
and the Plan, the provisions of the Plan shall control.
13. Waiver and
Modification. The provisions of
this Agreement may not be waived or modified unless such waiver or modification
is in writing and signed by a representative of the Committee.
14. Adjustments. The number of
shares of Stock issued to Optionee pursuant to this Agreement shall be adjusted
by the Committee pursuant to Section 5.3 of the Plan, in its discretion, in the
event of a change in the Company’s capital structure.
15. Securities
Act. The Company shall
not be required to deliver any shares of Stock pursuant to the vesting of
Options if, in the opinion of counsel for the Company, such issuance would
violate the Securities Act of 1933 or any other applicable federal or state
securities laws or regulations.
16. Voting and Other
Shareholder Related Rights. The Optionee will
have no voting rights or any other rights as a shareholder of the Company with
respect to any Options until the Options are exercised by the
Optionee.
17. Copy of
Plan. By the execution
of this Agreement, the Optionee acknowledges receipt of a copy of the
Plan.
18. Governing
Law. This Agreement
shall be interpreted and administered under the laws of the State of
Nevada.
19. Amendments. This Agreement
may be amended only by a written agreement executed by the Company and the
Optionee.
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MANY OF
THE PROVISION OF THIS AWARD AGREEMENT ARE SUMMARIES OF SIMILAR PERTINENT
PROVISIONS OF THE PLAN. TO THE EXTENT THAT THIS AGREEMENT IS SILENT
ON AN ISSUE OR THERE IS A CONFLICT BETWEEN THE PLAN AND THIS AGREEMENT, THE PLAN
PROVISIONS SHALL CONTROL.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized representative and Optionee has signed this Agreement, and this
Agreement shall be effective as of the day and year first written
above.
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Date
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CryoPort,
Inc.
By:
Name:
Title:
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