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EXHIBIT 4.11
INFORMAX, INC.
STOCK OPTION AGREEMENT
This Stock Option Agreement (the "Agreement") is made as of the First day
of January, 1998, by and between InforMax, Inc., a corporation organized and
existing under the laws of Delaware (the "Corporation") and Xxxxxx Xxxxxx (the
"Optionee").
Recital: The Corporation has determined that it is desirable
to recognize the contributions made to the Corporation by the Optionee,
the Corporation intends to grant hereunder to the Optionee an option to
purchase a certain number of shares of common stock of the Corporation,
all according to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:
W I T N E S S E T H:
1. Grant of Option. The Corporation hereby affirms the grant to the
Optionee, (the "Original Grant Date"), the right and option (the "Option") to
purchase from the Corporation, on the terms and subject to the conditions
hereinafter set forth, One Thousand (1000) shares of common non-voting stock of
the Corporation (the "Stock") according to the following schedule:
250 Options on January 1, 1999
250 Options on January 1, 2000
250 Options on January 1, 2001
250 Options on January 1, 2002
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Total 1000 Options within four years provided that Optionee will stay as a full
time employee of Corporation or any of its subsidiaries if such entities are
created in the future. If the Optionee is leaving the Corporation at the end of
any of the listed above periods, he will receive the corresponding amount of
Options.
The Option shall not constitute an "incentive stock option" within the meaning
of Section 422A of the Internal Revenue Code of 1986, as amended (the "Code").
Corporation will reserve the options for Optionee to be exercised
according to the schedule mentioned above.
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2. Price. The purchase price (the "Option Price") for the shares of
Stock subject to the Option granted by this Agreement shall be $1 per share.
3. Exercise of Option. Except as otherwise provided herein, the
Option shall be exercised as follows:
A. Option Terms. Until the Option is terminated, the Optionee
may exercise the Option (up to the total number of shares set forth in
Section 1 above) in whole or in part, at any time and from time to time,
by delivering written notice of the intention to exercise the Option
along with proper payment therefore, provided, that in no event may the
Option be exercised for a fractional share.
B. Exercise by Optionee. During the lifetime of the Optionee,
only the Optionee (or, in the event of the Optionee's legal incapacity or
incompetence, the Optionee's guardian or legal representative) may
exercise the Option.
C. Termination of Employment. In the event that the Optionee
is employed by the Corporation, except as provided in subsections D and E
of this Section 3 the Optionee may exercise the Option only while the
Optionee is employed by the Corporation or for three months after the
termination of his employment, after which period the Option shall
terminate.
D. Death. In the event of the Optionee's death prior to the
termination of the Option, the Optionee's personal representative and/or
other successors-in-interest, as the case may be, shall have the right
(subject to the limitations on exercise set forth in Subsection F below)
to exercise all or any part of the Option.
E. Disability. If the Optionee's termination of employment is
by reason of "permanent and total disability" (within the meaning of
Section 22(e)(3) of the Internal Revenue Code), the Optionee or his
guardian or legal representative shall have the right (subject to the
limitations on exercise set forth in Subsection F below) to exercise all
or any part of the Option.
F. Limitations on Exercise of Option. Notwithstanding the
foregoing provisions of this Section 3, in no event may the Option be
exercised, in whole or in part, more than ten years following the
Original Grant Date, or after the occurrence of an event referred to in
Section 7 below that results in termination of the Option.
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4. How to Exercise the Option. Subject to the terms and conditions of
this Agreement, the Option may be exercised by delivering written notice of
exercise to the Corporation, at its principal office. Such notice shall specify
the number of shares for which the Option is being exercised and shall be
accompanied by payment in full of the Option Price of the shares for which the
Option is being exercised. Payment of the Option Price for the shares of Stock
purchased pursuant to the exercise of the Option shall be made either (i) in
cash or in cash equivalent; (ii) through the tender to the Corporation of shares
of stock, which shares shall be valued, for the purposes of determining the
extent to which the Option Price has been paid thereby, at their fair market
value (as determined by the Board of Directors of the Corporation) on the date
of exercise; or (iii) by a combination of the methods described in (i) and (ii).
If the person exercising the Option is not the Optionee, such person shall also
deliver with the notice of exercise appropriate proof of his or her right to
exercise the Option. An attempt to exercise the Option granted hereunder other
than as set forth above shall be invalid and of no force and effect. Promptly
after proper exercise of the Option as provided for above, the Corporation shall
deliver to the person exercising the Option a certificate or certificates for
the shares of Stock being purchased;
5. Limitations on Transfer. The Option is not transferable by the
Optionee, other than by will or the laws of descent and distribution in the
event of death of the Optionee.
6. Rights as Stockholder. No person shall have any of the rights or
privileges of a stockholder of the Corporation in respect of any shares of Stock
transferable hereunder unless and until (a) such shares have been fully paid and
certificates representing such shares have been endorsed, transferred and
delivered, (b) the name of the person entitled to exercise the Option has been
entered as the stockholder of record on the books of the Corporation, and (c)
the person entitled to exercise the Option has taken all steps and executed all
documents required of all other stockholders of the Corporation, including
without limitation evidencing proper agreement to be bound by the terms of any
Stockholder's Agreement that may then be in effect.
7. Effect of Changes in Capitalization.
A. Changes in Stock. If the outstanding shares of Stock are
increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Corporation by reason
of any recapitalization, reclassification, stock split-up, combination of
shares, exchange of shares, stock dividend or other distribution payable
in capital stock, or other increase or decrease in such shares effected
without receipt of consideration by the Corporation occurring after the
date
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the Option is granted, to preserve and protect any rights he may have pursuant
hereunder, the Optionee may exercise his Option before such event occurs. In
such event, the Optionee shall have the right for 30 days immediately prior to
the occurrence of such event to exercise the Option in whole or in part. The
Corporation shall send written notice of such event to the Optionee not later
than the time at which the Corporation gives notice thereof to its stockholders.
B. Reorganization in Which the Corporation is the Surviving
Corporation. Subject to Subsection C of this Section 7, if the Corporation shall
be the surviving corporation in any one or more other corporations, to preserve
and protect any rights he may have hereunder the Optionee may exercise the
Option prior to the event of reorganization, merger or consolidation. In such
event, the Optionee shall have the right for 30 days immediately prior to the
occurrence of such event to exercise the Option in whole or in part. The
Corporation shall send written notice of such event to the Optionee not later
than the time at which the Corporation gives notice thereof to its stockholders.
C. Reorganization in Which the Corporation Is Not the Surviving
Corporation or Sale of Assets or Stock. Upon the dissolution or liquidation of
the Corporation, or upon a merger, consolidation or reorganization of the
Corporation with one or more other corporations in which the Corporation is not
the surviving corporation, or upon a sale of substantially all of the assets of
the Corporation to another corporation, or upon any transaction (including, with
limitation, a merger or reorganization in which the Corporation is the surviving
corporation) approved by the Board of Directors of the Corporation which results
in any person or entity owning eighty percent (80%) or more of the combined
voting power of all classes of stock of the Corporation, the Option hereunder
shall terminate, except to the extent provision is made in connection with such
transaction for the continuation and/or the assumption of the Option, or for the
substitution for the Option of new Options or stock appreciation rights covering
the stock of a successor employer corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kinds of shares and
exercise prices, in which event the Option shall continue in the manner and
under the terms so provided. In such event, the Optionee shall have the right
for 30 days immediately prior to the occurrence of such termination to exercise
the Option in whole or in part. The Corporation shall send written notice of an
event that will result in such a termination to the Optionee not later than the
time at which the Corporation gives notice thereof to its stockholders.
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D. Adjustments. Adjustments specified in this Section
relating to stock or securities of the Corporation shall be made by the
Board of Directors of the Corporation, whose determination in that
respect shall be final, binding and conclusive. No fractional shares of
Stock or units of other securities shall be issued pursuant to any such
adjustment, and such fractional shares shall be eliminated in each case
by rounding downward to the nearest whole share or unit.
8. General Restrictions. The Corporation shall not be required to
sell or issue any shares of Stock under the Option if the sale or issuance of
such shares would constitute a violation by the individual exercising the Option
or by the Corporation of any provision of any law or regulation of any
governmental authority, including, without limitation, any U.S. Federal
securities laws or regulations or any U.S. state securities laws or regulations.
If at any time the Corporation shall determine, in its discretion, that the
listing, registration or qualification of any shares subject to the Option upon
any securities exchange or under any state, or federal law, or the consent or
approval of any government regulatory body is necessary or desirable as a
condition of, or in connection with, the issuance or purchase of share, the
Option may not be exercised in whole or in part unless such listing,
registration, qualification, consent of approval shall have been effected or
obtained free of any conditions that are unacceptable to the Corporation, and
delay caused thereby or failure of the Corporation to take necessary steps in
pursuit thereof shall prolong the date of termination of the Option for the time
required to finalize mentioned above procedures.
9. Withholding of Taxes. The Parties hereto recognize that the
Corporation may be obligated to withhold federal and local income taxes and
Social Security taxes to the extent that the Optionee realizes ordinary income
in connection with the exercise of the Option. The Optionee agrees that the
Corporation may withhold amounts needed to cover such taxes from payments
otherwise due and owing to the Optionee, and also agrees that upon demand the
Optionee will promptly pay to the Corporation having such obligation any
additional amounts as may be necessary to satisfy such withholding tax
obligation. Such payment shall be made in cash or equivalent.
10. Disclaimer of Rights. No provision in this Agreement shall be
construed to confer upon the Optionee the right to be employed by the
Corporation, or to interfere an any way with the right and authority of the
Corporation either to increase or decrease the compensation of the Optionee at
any time, or to terminate any employment or other relationship between the
Optionee and the Corporation.
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11. Interpretation of this Agreement. All decisions of the Board of
Directors of the Corporation with regard to any questions arising under this
Agreement shall be binding and conclusive on the Corporation and the Optionee
and any other person entitled to exercise the Option as provided for herein.
12. Governing Law. This Agreement is executed pursuant to and shall
be governed by the laws of the State of Maryland (but not including the choice
of law rules thereof).
13. Binding Effect. Subject to all restrictions provided for in this
Agreement and the Option provided for herein, this Agreement shall be biding
upon and inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, successors and assigns.
14. Notice. Any notice hereunder by the Optionee to the Corporation
shall be in writing and shall be deemed duly given if mailed or delivered to the
Corporation at its principal office, or if so mailed or delivered to such other
address as the Corporation may hereafter designate by notice to the Optionee.
Any notice hereunder by the Corporation to the Optionee shall be in writing and
shall be deemed duly given if mailed or delivered to the Optionee at the address
specified below by the Optionee for such purpose, or if so mailed or delivered
to such other address as the Optionee may hereafter designate by written notice
given the Corporation.
15. Entire Agreement. This Agreement constitutes the entire
agreement and supersedes all prior understandings and agreements, written or
oral, of the parties hereto with respect to the subject matter hereof,
including, but not limited to, the Agreement. Neither this Agreement nor any
term hereof may be amended, waived, discharged, or terminated except by a
written instrument signed by the Corporation unilaterally may waive any
provision hereof in writing to the extent that such a waiver does not adversely
affect the interests of the Optionee hereunder, but no such waiver shall operate
as or be construed to be a subsequent waiver of the same provision or a waiver
of any other provision hereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, or caused this Agreement to be duly executed on their behalf, as of
the day and year first above written.
InforMax, Inc. Optionee
By: /s/ XXXX XXXXXXXXX By: /s/ XXXXXX XXXXXX
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Name: XXXX XXXXXXXXX
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Title: PRESIDENT/ CEO Name: XXXXXX XXXXXX
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[INFORMAX LOGO]
INFORMAX, INC.
0000 XXXXXXXXX XXXX.
XXXXX 000
X. XXXXXXXX, XX 00000
TEL (000) 000-0000
TEL (000) 000-0000
FAX (000) 000-0000
xxxx://xxx.xxxxxxxxxxx.xxx
TO: Equity Incentive Compensation Commitee
FROM: Xxxxx Xxxxxxxxx
DATE: April 5, 1999
SUBJECT: Option Plan for Xxxxxx Xxxxxx
Gentlemen:
Please approve the following option grant and arrangement for Xxxxxx Xxxxxx.
1. Accelerated vesting of 1000 options granted January 1, 1998 to fully
vested as of March 24 1999
2. Grant of 300,000 options to purchase non-voting common stock at $0.50
per share. 187,500 shares shall be vested as of March 24, 1999 and 112,
500 shares shall vest over 48 months beginning March 31, 1999.
/s/ XXXX XXXXXXXXX
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Xxxx Xxxxxxxxx, Chairman
APPROVED April 5, 1999.
