Stock Option Agreement (the “Agreement”)
made and entered into as of February 29, 2008, between Brian Lenz (“Employee”)
VioQuest Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
Company desires to induce Employee to continue to serve the Company as an
Company has adopted the 2003 Stock Option Plan (the “Plan”)
pursuant to which shares of common stock of the Company have been reserved
issuance under the Plan.
parties hereto agree as follows:
terms and conditions of the Plan, a copy of which has been delivered to
Employee, are hereby incorporated herein and made a part hereof by reference
if set forth in full. In the event of any conflict or inconsistency between
provisions of this Agreement and those of the Plan, the provisions of the Plan
shall govern and control.
of Option; Purchase Price.
to the terms and conditions herein set forth, the Company hereby irrevocably
grants from the Plan to Employee the right and option, hereinafter called the
purchase all or any part of an aggregate of Eight Hundred Thousand (800,000)
shares of common stock, $.001 par value, of the Company (the “Shares”)
price per Share set forth at the end of this Agreement after “Purchase
and Vesting of Option.
Option shall be exercisable only to the extent that all, or any portion thereof,
has vested in the Employee. Except as provided herein in Paragraph 4, the right
to purchase the Shares subject to the Option shall vest pro rata in three annual
installments beginning on the first anniversary of this Agreement and continuing
each year thereafter until the Option is fully vested, as set forth in the
following schedule, so long as Employee continues to be employed by the Company
(each such date is hereinafter referred to singularly as a “Vesting
collectively as “Vesting
the foregoing, this Option shall immediately vest in its entirety upon the
occurrence of a Change of Control (as defined below). For purposes of this
Paragraph 3, a “Change
(i) the acquisition, directly or indirectly, following the date hereof by any
person (as such term is defined in Section 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934, as amended), in one transaction or a series of related
transactions, of securities of the Company representing in excess of fifty
percent (50%) of the combined voting power of the Company’s then outstanding
securities if such person or his/her/its affiliate(s) do not own in excess
fifty percent (50%) of such voting power on the date of this Agreement,
provided, however, that a Change of Control shall not include any transaction
series of related transactions effected primarily for capital raising purposes;
or (ii) the disposition by the Company (whether direct or indirect, by sale
assets or stock, merger, consolidation or otherwise) of all or substantially
of its business and/or assets in one transaction or series of related
transactions (other than a merger effected exclusively for the purpose of
changing the domicile of the Company), provided, however, that a Change of
Control shall not include any merger, consolidation or other transaction (or
series of related transactions) in which, following such transaction, the
stockholders of the Company immediately prior to such transaction continue
own in excess of fifty percent (50%) of the combined voting power of the
surviving or resulting entity.
event that the Employee ceases to be employed by the Company, for any reason
no reason, with or without cause, prior to any Vesting Date, that part of the
Option scheduled to vest on such Vesting Date, and all parts of the Option
scheduled to vest in the future, shall not vest and all of Employee's rights
and under such non-vested parts of the Option shall terminate.
extent vested, and except as otherwise provided in this Agreement, the Option
shall be exercisable for ten (10) years from the date of this Agreement;
the event Employee ceases to be employed by the Company, for any reason or
reason, with or without cause, Employee or his/her legal representative shall
have ninety (90) days from the date of such termination of his/her position
an employee to exercise any part of the Option vested pursuant to Paragraph
this Agreement. Upon the expiration of such ninety (90) day period, or, if
earlier, upon the expiration date of the Option as set forth above, the Option
shall terminate and become null and void.
of Option Holder.
Employee, as holder of the Option, shall not have any of the rights of a
shareholder with respect to the Shares covered by the Option except to the
extent that one or more certificates for such Shares shall be delivered to
or her upon the due exercise of all or any part of the Option.
Option shall not be transferable except to the extent permitted by the
Employee acknowledges that the Shares to be received by him or her upon exercise
of the Option may have not been registered under the Securities Act of 1933
the Blue Sky laws of any state (collectively, the “Securities
such Shares have not been so registered, Employee acknowledges and understands
that the Company is under no obligation to register, under the Securities Acts,
the Shares received by him or her or to assist him or her in complying with
exemption from such registration if he or she should at a later date wish to
dispose of the Shares. Employee acknowledges that if not then registered under
the Securities Acts, the Shares shall bear a legend restricting the
transferability thereof, such legend to be substantially in the following
shares represented by this certificate have not been registered or qualified
under federal or state securities laws. The shares may not be offered for sale,
sold, pledged or otherwise disposed of unless so registered or qualified, unless
an exemption exists or unless such disposition is not subject to the federal
state securities laws, and the Company may require that the availability or
exemption or the inapplicability of such securities laws be established by
opinion of counsel, which opinion of counsel shall be reasonably satisfactory
Employee hereby represents and warrants that Employee has reviewed with his
her own tax advisors the federal, state, and local tax consequences of the
transactions contemplated by this Agreement. Employee is relying solely on
advisors and not on any statements or representation of the Company or any
its agents. Employee understands that he or she will be solely responsible
any tax liability that may result to him or her as a result of the transactions
contemplated by this Agreement. The Option, if exercised, will be exercised
investment and not with a view to the sale or distribution of the Shares to
received upon exercise thereof.
notices and other communications provided in this Agreement will be in writing
and will be deemed to have been duly given when received by the party to whom
is directed at the following addresses:
to the Company:
Mount Airy Rd, Suite 102
Ridge, NJ 07920
Chief Executive Officer
Option is granted pursuant to the Plan and is governed by the terms thereof.
Company shall at all times during the term of the Option reserve and keep
available such number of Shares as will be sufficient to satisfy the
requirements of this Option Agreement.
herein expressed or implied is intended or shall be construed as conferring
or giving to any person, firm, or corporation other than the parties hereto,
rights or benefits under or by reason of this Agreement.
party hereto agrees to execute such further documents as may be necessary or
desirable to effect the purposes of this Agreement.
Agreement may be executed in any number of counterparts, each of which shall
deemed an original, but all of which shall constitute one and the same
Agreement, in its interpretation and effect, shall be governed by the laws
the State of Minnesota applicable to contracts executed and to be performed
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first written above.
of Shares: --800,000---