Optionee Whenever the word “Optionee” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative or beneficiary to whom this Option may be transferred by will, by the laws of descent and distribution, or pursuant to a qualified domestic relations order as defined in Code section 414(p), the word “Optionee” shall be deemed to include such person.
Grant of the Option The Company hereby grants to the Participant the right and option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of Shares, subject to adjustment as set forth in the Plan. The purchase price of the Shares subject to the Option shall be $ (the “Option Price”). The Option is intended to be a non-qualified stock option, and is not intended to be treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as amended.
GRANTEE Grantee will be in default under this Grant upon the occurrence of any of the following events:
Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.
The Option Grant Recipient(s) hereby grant to the Project Stakeholder(s) that contribute(s) at least ten percent (10%) of the Project budget an Option to acquire an exclusive or non-exclusive right to exploit Results in the respective Project Stakeholder’s Field of Use or acquire ownership of those Results. A Project Stakeholder may exercise the Option for any specific part of the Results by written notification to the respective Grant Recipient within three (3) months of being informed of the Results. Upon exercising the Option, Parties concerned shall promptly enter negotiations in good faith to reach agreement on fair and reasonable conditions within six (6) months of the written exercise of the Option. The licence or transfer agreement shall include at least the following provisions: The respective Project Stakeholder obtains the right to use and exploit the Results in its Field of Use; The respective Project Stakeholder pays to the Grant Recipient(s) that own the Results a fair and reasonable market price. Contributions by Project Stakeholders of at least thirty percent (30%) of the Project budget are considered a reasonable market price in exchange for a non-exclusive licence in the Field of Use of the respective Project Stakeholder; The respective Project Stakeholder shall make best endeavours to exploit the Results in its Field of Use and report to the Grant Recipient(s) on the progress of the exploitation frequently; Grant Recipients shall retain the right at all times to use Results for further non-commercial research and education on a royalty-free basis; Grant Recipient(s) shall not be held liable for any loss or damage incurred by the respective Project Stakeholder arising out of the use or exploitation of Results. The respective Project Stakeholder shall indemnify Grant Recipient(s) against claims from third parties arising out of the use or exploitation of Results by or through the respective Project Stakeholder. The licence or transfer agreement shall take into account the Ten Principles for Socially Responsible Licensing as laid down in the NFU report on ‘Ten Principles for Socially Responsible Licensing’. In the event that a Project Stakeholder has failed to exercise the Option within the set timeframe the Option for the Results concerned shall lapse and the respective Grant Recipient(s) shall be free to offer the Results concerned to a third party.
Termination of Repurchase Option Sections 2, 3, 4 and 5 of this Agreement shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.
Exercise of the Option The Optionee may exercise the Option, from time to time and at any time, beginning on the first anniversary of this Agreement. The grant of the Option shall not confer upon the Optionee any right to be employed by the Company nor limit in any way the right of the Company to terminate the employment of the Optionee at any time.
Vesting of the Option Subject to the Participant’s continued service to the Company through the applicable vesting date and the terms of the Plan, the Option shall vest in equal installments on each of the first five (5) anniversaries of the Date of Grant, such that twenty percent (20%) of the Option vests on each such anniversary (each, a “Vesting Date”). At any time, the portion of the Option which has become vested in accordance with the terms hereof shall be called the “Vested Portion.”
Death of Optionee If the Optionee shall die while in the employ of the Company, Optionee's personal representative or the person entitled to Optionee's rights hereunder may at any time within six (6) months after the date of Optionee's death, or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee.
Repurchase Option (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option").
